Affiliate Relationship and Fundraising

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FINSETA PLC OR ANY OTHER ENTITY. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF FINSETA PLC.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

6 November 2026

Finseta plc

(“Finseta”, the “Company” or the “Group”)

New strategic investment and affiliate relationship

Proposed Loan Note Conversions and creation of a new class of unlisted shares by amendment of the Articles of Association

and

Proposed General Meeting

Finseta plc (AIM: FIN), a payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform, announces that its wholly-owned subsidiary, Finseta Payment Solutions Limited, has entered into a new strategic affiliate relationship with Amir Mehrad, the sole shareholder of Homa Holdings Ltd (“Homa”). Alongside this, the Company has conditionally raised aggregate gross proceeds of approximately £1.57 million, including approximately £1.47 million from Homa, a new strategic investor. The funds are being raised by way of (i) a firm subscription for new ordinary shares of one penny each (the “Ordinary Shares”) in the capital of Finseta plc by Homa and Joshua James Clarke (the “Firm Subscription”) and (ii) a subscription for zero-coupon convertible loan notes by Homa (together, the “Fundraising”). Alongside the Fundraising, the Company also announces the proposed conversion into new Ordinary Shares and non-voting Deferred Shares (as defined in Appendix II) of the entire £1.8 million principal amount (the “Loan Amount”) of the 8.5 per cent. unsecured loan notes (the “Loan Notes”) held by Robert O’Brien (the “LN Holder”), Chief Commercial Officer. 

New Strategic Partner

Affiliate arrangement

Finseta Payment Solutions Limited has entered into an affiliate agreement (the “Affiliate Agreement”) with Amir Mehrad, under which Mr Mehrad will introduce prospective customers to the Group for its currency exchange and international payments products, which the Company believes will contribute incremental revenues and accelerate the Company’s revenue growth.

Homa is a newly formed entity incorporated in the Abu Dhabi Global Market which is wholly owned by Amir Mehrad. Mr Mehrad is a financial services entrepreneur and was the founder and Chief Executive Officer of Effective FX Limited, a boutique international payments and foreign exchange specialist established in 2012. As the sole shareholder and executive leader since its inception, Mr Mehrad built Effective FX into a trusted FX partner across the UK corporate sector. Under his leadership, the firm cultivated a diversified portfolio of corporate clients spanning a wide breadth of industries, delivering scalable cross-border transaction solutions and currency management services. Mr Mehrad successfully navigated the firm through sustained commercial growth, culminating in the asset sale of Effective FX’s international payments business to Equals Group plc, a formerly AIM-listed e-banking and payments institution.

Strategic investment

Alongside the Affiliate Agreement, Homa will invest £1,473,646 in aggregate (the “Homa Investment”) in Finseta by way of: 

Under the Homa Equity Subscription agreement, Homa will have the right to appoint a non-voting Board observer for so long as it holds at least 9.9 per cent. of the Company’s issued share capital, subject to the terms of that agreement.

The subscription monies for the Homa CLNs will be held in a segregated bank account and may not be used by the Company pending conversion. The Homa CLNs carry no interest and are not transferable. If the conversion conditions have not been satisfied on or before 6 May 2027, the Homa CLNs must be repaid, together with any interest credited to the segregated bank account, within ten Business Days after that date.

Following the Homa Equity Subscription, Homa will hold an interest in 7,918,638 Ordinary Shares, representing approximately 9.9 per cent. of Finseta’s issued ordinary share capital. After the CLN Conversion and the LN Conversion, it is expected that Homa will hold an interest in 24,089,412 Ordinary Shares, representing approximately 19.9 per cent. of the Company’s issued ordinary share capital immediately following Admission (as defined further below), comprising 121,052,322 Ordinary Shares (the “Enlarged Share Capital”).

In addition to the Homa Equity Subscription, the Company has conditionally raised further gross proceeds of approximately £100,000 from Joshua James Clarke. In aggregate, 9,553,319 Ordinary Shares will be issued pursuant to the Firm Subscription (the “Firm Subscription Shares”) at the Issue Price. The Firm Subscription is not conditional upon the passing of the Resolutions or receipt of the FCA Approvals but is conditional on Firm Subscription Admission (as defined below).

The net proceeds of the Firm Subscription and, following the CLN Conversion, the proceeds of the Homa CLNs are intended to be used to support the Group’s growth strategy. 

Loan Note Conversion

Alongside the Homa Investment, the LN Holder has entered into a deed with the Company (the “Loan Note Conversion Deed”) pursuant to which he has agreed to convert his outstanding Loan Notes in full into Ordinary Shares and new Deferred Shares (the “LN Conversion”). The LN Conversion is subject to a number of conditions, including the passing of the Resolutions at the General Meeting, and receipt of the FCA Approvals. The LN Conversion and the CLN Conversion are interconditional. If the conditions are not satisfied on or before 6 May 2027, the Loan Note Conversion Deed will terminate and the Loan Notes will remain outstanding on their existing terms, including as to repayment on 31 December 2028. Following satisfaction of the conditions, the Company will serve notice on the LN Holder within ten Business Days specifying a conversion date that must be at least five Business Days after the date of the notice. Interest on the Loan Notes is payable quarterly in accordance with their terms. Any interest accrued but unpaid at the date of the LN Conversion will be paid in cash within five Business Days of the LN Conversion, subject to a maximum aggregate amount of £15,000 under the Loan Note Conversion Deed.

To implement the LN Conversion, the Company proposes to amend its articles of association to introduce the Deferred Shares (the articles of association as proposed to be amended, the “New Articles”). The LN Conversion has been designed so that Robert O’Brien holds 29.9 per cent. of the Company’s Ordinary Shares in issue immediately following Admission (or such lesser percentage as may be required to ensure that neither Robert O’Brien nor any person acting in concert with him is interested in shares carrying 30 per cent. or more of the voting rights of the Company). On that basis, and assuming that no Ordinary Shares are issued before the Conversion Date other than the Firm Subscription Shares and the CLN Conversion Shares, £1,522,946 of the Loan Amount will convert into 24,895,311 new Ordinary Shares (the “LN Conversion Shares”) at the Issue Price and the remaining £277,054 will convert into 4,528,954 Deferred Shares at the Issue Price. 

The Deferred Shares will not carry voting rights, will not be admitted to trading on AIM, cannot be transferred and carry no right to dividends or other distributions. On a winding up, they rank behind all other shares for repayment of the amount paid up on them. They will automatically be redesignated as Ordinary Shares following subsequent allotments or issues of Ordinary Shares by the Company, other than pursuant to the LN Conversion, the CLN Conversion or the redesignation mechanism itself, in accordance with the New Articles. Following each such allotment or issue, such number of Deferred Shares as is necessary to restore Robert O’Brien’s holding to 29.9 per cent. of the Ordinary Shares in issue immediately following the redesignation will be redesignated as Ordinary Shares, subject to rounding down fractional entitlements and the number of Deferred Shares remaining in issue. Any future redesignation of Deferred Shares as Ordinary Shares pursuant to the New Articles will dilute the percentage interests and voting rights of other Shareholders. If redesignated in full immediately following Admission, the 4,528,954 Deferred Shares would represent 3.61 per cent. of the Ordinary Shares then in issue (as enlarged by such redesignation). The LN Conversion and the CLN Conversion will not themselves trigger the redesignation of any Deferred Shares.

The Board further notes that the LN Conversion will eliminate the Company’s principal indebtedness under the Loan Notes in its entirety and remove the associated principal repayment obligation, strengthening the Company’s balance sheet.

Related Party Transaction

Robert O’Brien is a substantial shareholder of the Company for the purposes of the AIM Rules for Companies (the “AIM Rules”) and accordingly the entry into the Loan Note Conversion Deed and the LN Conversion constitutes a related party transaction under Rule 13 of the AIM Rules. The directors of the Company (the “Directors”) consider, having consulted with the Company’s nominated adviser, Shore Capital, that the terms of the LN Conversion are fair and reasonable insofar as its AIM shareholders are concerned.

 Admission and Total Voting Rights

Application will be made to the London Stock Exchange for 9,553,319 Firm Subscription Shares to be admitted to trading on AIM. It is expected that admission to AIM of the Firm Subscription Shares will occur at 8.00 a.m. on or around 11 November 2026 (the “Firm Subscription Admission”). 

Following Firm Subscription Admission, the total number of Ordinary Shares in issue will be 79,986,237. The Company does not hold any Ordinary Shares in treasury. The figure of 79,986,237 may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. 

Conditional upon the passing of the Resolutions at the General Meeting and receipt of the FCA Approvals, application will be made to the London Stock Exchange for 41,066,085 new Ordinary Shares pursuant to the CLN Conversion and the LN Conversion (the “Conversion Shares”) to be admitted to trading on AIM (such admission becoming effective, “Admission”). It is expected that Admission will become effective during the first half of 2027, subject to the passing of the Resolutions and receipt of the FCA Approvals. The Company will announce the expected date of Admission through a Regulatory Information Service once the relevant conversion notices have been served. The Conversion Shares will, when issued, rank pari passu in all respects with the Ordinary Shares then in issue.

Circular and Notice of General Meeting

Shareholders should be aware that the LN Conversion and the CLN Conversion are conditional upon, amongst other things, the passing of the Resolutions at the General Meeting. The LN Conversion and the CLN Conversion are also interconditional and, accordingly, if the Resolutions are not passed or the FCA Approvals are not received, neither of these transactions will proceed. In that event, the Loan Notes will continue on their current terms and the Homa CLNs will be repaid in accordance with their terms.

The circular, containing further details of the Proposals and the Notice of General Meeting (the “Circular”), will be published and sent to Shareholders in the coming days and will be made available on the Company’s website at: https://investors.finseta.com/news-alerts/. 

The CLN Conversion and the LN Conversion are conditional, inter alia, on the approval of Shareholders at the General Meeting, the date, time and place of which will be set out in the Notice of General Meeting accompanying the Circular.

David Ryan, in respect of his shareholding of 5,700,000 Ordinary Shares, has entered into an irrevocable undertaking to vote in favour of all of the Resolutions.

The Directors, in respect of an aggregate of 3,775,714 Ordinary Shares, and Robert O’Brien, in respect of 11,299,333 Ordinary Shares, have also entered into irrevocable undertakings to vote in favour of all of the Resolutions in respect of, together, 15,075,047 Ordinary Shares.

In total, the irrevocable undertakings in respect of 20,775,047 Ordinary Shares represent approximately 25.97 per cent. of the Ordinary Shares eligible to vote on the Resolutions (being the 79,986,237 Ordinary Shares, assuming that no Ordinary Shares are issued between the Latest Practicable Date and the General Meeting other than the Firm Subscription Shares).

The above summary should be read in conjunction with the full text of this announcement, including the extracts from the Circular set out in Appendix I below. Unless otherwise defined, capitalised terms used in this announcement have the meanings given in Appendix II. The extracts retain the Circular’s paragraph numbering. 

James Hickman, CEO of Finseta, said: “We are delighted to welcome our new investors to the shareholder register and to have entered into an affiliate arrangement with Amir. His strategic investment, alongside his ability to support the business as part of our introducer network, is set to accelerate our growth, particularly in Dubai. The fundraising will also enable us to continue to execute our strategy.” 

Amir Mehrad, Homa, added: “I’m delighted to be investing in Finseta. I’ve spent my career in payments and foreign exchange, and Finseta has built an excellent platform, licence footprint and banking infrastructure. I look forward to supporting the team as an active, long-term shareholder, particularly in developing the significant opportunity I see for the business in Dubai and the wider region.” 

The person responsible for arranging the release of this Announcement on behalf of the Company is Andrew Richards, Chief Financial Officer of the Company. 

-Ends-

Enquiries 

About Finseta plc

Finseta plc (AIM: FIN) is a payments company offering multi-currency accounts and payment solutions to businesses and individuals. Headquartered in the City of London, Finseta combines a proprietary technology platform with a high level of personalised service to support clients with payments in over 165 countries in 150 currencies. With a track record of over 15 years, Finseta has the expertise, experience and expanding global partner network to be able to execute complex cross-border payments. It is fully regulated, through its wholly-owned subsidiaries, by the Financial Conduct Authority as an Electronic Money Institution; by the Financial Transactions and Reports Analysis Centre of Canada as a Money Services Business; and by the Dubai Financial Services Authority under a Category 3D licence.

IMPORTANT NOTICES

Shore Capital and Corporate Limited (“SCC”), which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited (“SCS” and, together with SCC, “Shore Capital”), which is authorised and regulated by the FCA, acts as joint broker to the Company. Allenby Capital Limited (“Allenby Capital”), which is also authorised and regulated in the UK by the FCA, acts as joint broker to the Company. Neither Shore Capital nor Allenby Capital will regard any other person as their clients and will not be responsible to anyone else for providing the protections afforded to their respective clients or for providing advice in relation to any of the matters set out in this Announcement. Neither Shore Capital nor Allenby Capital has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Shore Capital or Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. SCC, as nominated adviser to the Company, owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders or any other person.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Allenby Capital by the FSMA or the regulatory regime established thereunder, Shore Capital and Allenby Capital do not accept any responsibility whatsoever for the contents of this Announcement, and no representation or warranty, express or implied, is made by either Shore Capital or Allenby Capital in relation to the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the Ordinary Shares or the Proposals and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Shore Capital and Allenby Capital accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise which they may otherwise have in respect of this Announcement or any such statement.

A copy of this Announcement is available at the Company’s website: https://investors.finseta.com/news-alerts/.

FORWARD-LOOKING STATEMENTS

This Announcement includes “forward-looking statements” which include all statements other than statements of historical facts, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “should”, “would”, “could” or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless it is required to do so by applicable law or the AIM Rules.

NO PROFIT FORECAST

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

NOTICE TO OVERSEAS PERSONS

The distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

PRESENTATION OF FINANCIAL INFORMATION

Certain data in this Announcement, including financial, statistical and operational information, has been rounded. As a result of the rounding, the totals of data presented in this Announcement may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent. In this Announcement, references to “pounds sterling”, “£”, “pence” and “p” are to the lawful currency of the United Kingdom.

NO INCORPORATION OF WEBSITE INFORMATION

Unless stated otherwise, the contents of the Company’s website or any hyperlinks accessible from the Company’s website do not form part of this Announcement.

INTERPRETATION

Certain terms used in this Announcement are defined in Appendix II under the heading “Definitions”.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

APPENDIX I: EXTRACTS FROM THE CIRCULAR

1. Introduction and summary

The Company continually seeks to secure new streams of business as it seeks to expand in the UK and overseas.

In pursuit of this goal, the Company’s wholly-owned subsidiary, Finseta Payment Solutions Limited, has entered into an affiliate agreement with Amir Mehrad, under which Mr Mehrad will introduce prospective customers to the Group for its currency exchange and international payments products. As part of this new strategic relationship, Homa, a company wholly owned by Mr Mehrad, has separately agreed to invest approximately £1.47 million in Finseta by subscribing for 7,918,638 Firm Subscription Shares and zero-coupon Convertible Loan Notes with an aggregate principal amount of approximately £989,231. Subject to the passing of the Resolutions and receipt of the FCA Approvals, the Convertible Loan Notes will convert into 16,170,774 CLN Conversion Shares. The Affiliate Agreement and Homa’s investment arrangements are separately documented, and neither is conditional on the performance of the other.

In addition, to facilitate the new strategic investment by Homa, Robert O’Brien has agreed, subject to the passing of the Resolutions and receipt of the FCA Approvals, to convert the entire Loan Amount into 24,895,311 LN Conversion Shares and 4,528,954 Deferred Shares. The Deferred Shares will constitute a new class of share and will not be admitted to trading on AIM. Their issue will enable the Loan Amount to be satisfied in full by the issue of shares without Mr O’Brien, together with any person acting in concert with him, becoming interested in shares carrying 30 per cent. or more of the voting rights of the Company, which would ordinarily require him to make a mandatory offer under Rule 9 of the Takeover Code. Immediately following Admission, Mr O’Brien is expected to hold 29.9 per cent. of the Enlarged Share Capital. 

The Company will receive gross proceeds of approximately £584,415 from the Firm Subscription, including approximately £484,415 from Homa.

Pursuant to the Firm Subscription, the Company will allot and issue 9,553,319 Firm Subscription Shares to: 

Under its equity subscription agreement, Homa will have the right, for so long as it holds at least 9.9 per cent. of the Company’s issued share capital, to appoint, remove and replace one representative to attend and speak at meetings of the Board and its committees in a non-voting observer capacity. The observer will not count towards the quorum and will be subject to confidentiality obligations. The Company may exclude the observer from any meeting, or withhold information from the observer, where the Board reasonably considers this necessary in connection with conflicts of interest, legally privileged information, compliance with applicable law or regulation, inside information, matters concerning Homa or competitively sensitive information. 

Homa has also subscribed for Convertible Loan Notes with an aggregate principal amount of approximately £989,231. The Convertible Loan Note proceeds will be held in a segregated account and will be released to the Company only on the CLN Conversion.

The Board is therefore proposing that: 

The amendment of the articles of association is conditional on the passing of Resolution 1. The LN Conversion and the CLN Conversion are each conditional upon, amongst other things, the passing of the Resolutions and receipt of the FCA Approvals. The LN Conversion and the CLN Conversion are interconditional and will take place on the same date. The Firm Subscription is not conditional on the passing of the Resolutions or receipt of the FCA Approvals but is conditional on Firm Subscription Admission.

3. The LN Conversion and the Deferred Shares

Subject to the passing of the Resolutions and receipt of the FCA Approvals, the Company proposes to convert the full Loan Amount of £1,800,000 into: (i) 24,895,311 new Ordinary Shares; and (ii) 4,528,954 Deferred Shares, in each case at the Issue Price of 6.1174 pence per share. The number of LN Conversion Shares to be issued to the LN Holder has been set (on the basis that no Ordinary Shares are issued before the Conversion Date other than the Firm Subscription Shares and the CLN Conversion Shares) so that, immediately following Admission, he will hold 29.9 per cent. of the Ordinary Shares in issue (or such lesser percentage as may be required to ensure that neither the LN Holder nor any person acting in concert with him is interested in shares carrying 30 per cent. or more of the voting rights of the Company). The balance of the Loan Amount will therefore be converted into the Deferred Shares rather than Ordinary Shares. Accordingly, an amount equal to £1,522,946 will be converted into the LN Conversion Shares and an amount equal to £277,054 will be converted into the Deferred Shares.

The Deferred Shares are a new class of shares to be created pursuant to the New Articles. In accordance with the New Articles, the Deferred Shares cannot be transferred and do not carry any right to:

Under the New Articles, following any allotment or issue of Ordinary Shares by the Company, whether for cash or otherwise, other than an issue arising from the redesignation mechanism itself or in connection with the LN Conversion or the CLN Conversion, such number of Deferred Shares as is necessary to restore the registered holder’s holding of Ordinary Shares to 29.9 per cent. of the Ordinary Shares in issue immediately following such redesignation will automatically be redesignated as Ordinary Shares on a one-for-one basis. If the number of Deferred Shares then remaining in issue is insufficient to restore that holding fully to 29.9 per cent., all remaining Deferred Shares will be redesignated as Ordinary Shares. Any Ordinary Shares arising on the redesignation of Deferred Shares will rank pari passu in all respects with the Ordinary Shares then in issue. Any such redesignation will increase the number of Ordinary Shares held by the LN Holder and will dilute the percentage interests and voting rights of other Shareholders. The dilution protection for the LN Holder is limited to the number of Deferred Shares remaining in issue.

Pursuant to the terms of the Loan Note Conversion Deed, following satisfaction of the relevant conditions, including the passing of the Resolutions and receipt of the FCA Approvals, the Company will serve notice on the LN Holder within 10 Business Days specifying the date (being not less than five Business Days after the date of the notice) on which the Loan Amount will be converted into the LN Conversion Shares and the Deferred Shares. The LN Conversion and the CLN Conversion are interconditional and will take place on the same date. The LN Conversion will result in the full discharge and cancellation of the Loan Notes and the release of all obligations of the Company in respect of the Loan Amount, thereby eliminating the Company’s principal indebtedness under the Loan Notes in its entirety and removing the associated principal repayment obligation from the Company’s balance sheet. Interest on the Loan Notes is payable quarterly in accordance with their terms. Any interest accrued but unpaid at the date of the LN Conversion will be paid in cash within five Business Days of the LN Conversion, subject to a maximum aggregate amount of £15,000 under the Loan Note Conversion Deed. If the conditions are not satisfied on or before 6 May 2027, the deed will terminate and the Loan Notes will remain outstanding on their existing terms, including as to repayment on 31 December 2028. The LN Conversion Shares are expected to be issued and admitted to trading on AIM on Admission. The Deferred Shares will not be admitted to trading on AIM.

Following the LN Conversion, the LN Holder will hold 36,194,644 Ordinary Shares (comprising his existing holding of 11,299,333 Ordinary Shares and the LN Conversion Shares) representing 29.9 per cent. of the Enlarged Share Capital (or such lesser percentage as described above). The LN Holder will also hold 4,528,954 Deferred Shares, which will not carry voting rights while they remain Deferred Shares and are therefore excluded from the Enlarged Share Capital and the percentage figure stated above.

4. The Convertible Loan Notes and CLN Conversion

Pursuant to the terms of the CLN Subscription Agreement, the CLN Holder has subscribed for Convertible Loan Notes with an aggregate principal amount of approximately £989,231. The Convertible Loan Notes were issued pursuant to the CLN Subscription Agreement and the CLN Instrument. 

The Convertible Loan Notes carry no interest and are not transferable. The CLN Holder is entitled only to interest, if any, credited to the segregated bank account in which the subscription monies are held, in accordance with the CLN Instrument. The Convertible Loan Notes are unsecured. If the conversion conditions have not been satisfied on or before 6 May 2027, the outstanding principal amount, together with any interest credited to the segregated bank account, must be repaid within ten Business Days after that date.

Pursuant to the terms of the CLN Instrument, all of the outstanding principal amount of the Convertible Loan Notes will convert into 16,170,774 CLN Conversion Shares at the CLN Conversion Price on the Conversion Date, which will be specified in a notice served by the Company on the CLN Holder following: (i) the passing of the Resolutions; and (ii) receipt of the FCA Approvals. The Company may serve such notice at any time following satisfaction of those conditions and must do so within ten Business Days after all such conditions have been satisfied. The Conversion Date must fall not less than five Business Days after the date of the notice. The Conversion Date must be the same date on which the LN Conversion Shares and Deferred Shares are issued pursuant to the Loan Note Conversion Deed.

The subscription monies must be held in a segregated bank account and may not be used by the Company pending conversion or repayment in accordance with the CLN Instrument. On conversion, the subscription monies, other than any interest credited to the account, will be released to the Company, and any such interest will be paid to the CLN Holder. If the Resolutions have not been passed, or the FCA Approvals have not been received, on or before 6 May 2027, the outstanding principal amount of the Convertible Loan Notes, together with any interest credited to that account, must be repaid to the CLN Holder within ten Business Days after that date, following which the Convertible Loan Notes will be cancelled and extinguished.

The CLN Conversion and the LN Conversion are interconditional and will take place on the same date. The LN Conversion Shares and the CLN Conversion Shares will be issued on the relevant Conversion Date and are expected to be admitted to trading on AIM upon Admission. It is expected that Admission will become effective and dealings in the Conversion Shares will commence on a date during the first half of 2027, subject to the passing of the Resolutions and receipt of the FCA Approvals. The Company will announce the expected date of Admission through a Regulatory Information Service once the notices specifying the Conversion Date have been served. The Conversion Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares.

5. Significant Shareholdings following Admission

If the Resolutions are passed and the FCA Approvals are received, the Shareholders expected to hold a significant interest of 3 per cent. or more immediately following Admission, and their respective holdings, are as follows:

5.1 Settlement and dealings

Firm Subscription Admission

Application will be made to the London Stock Exchange for the Firm Subscription Shares to be admitted to trading on AIM. It is expected that Firm Subscription Admission will become effective, and that dealings in the Firm Subscription Shares will commence, at 8.00 a.m. on or around 11 November 2026. Firm Subscription Admission is not conditional on the passing of the Resolutions or receipt of the FCA Approvals.

Admission

Subject to the passing of the Resolutions and receipt of the FCA Approvals, application will be made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the Conversion Shares will commence, at 8.00 a.m. on the Conversion Date, which is expected to be during the first half of 2027. The Conversion Date will be the date specified by the Company in the notices to be served on the LN Holder and the CLN Holder, and will be not less than five Business Days after the date of those notices. The Company will announce the expected date of Admission through a Regulatory Information Service once the notices specifying the Conversion Date have been served.

If the conditions to the LN Conversion and the CLN Conversion have not been satisfied on or before 6 May 2027, the Loan Note Conversion Deed will terminate and the aggregate principal amount of the Convertible Loan Notes, together with any interest credited to the segregated bank account, will be repaid to the CLN Holder within ten Business Days after that date.

The Firm Subscription Shares and the Conversion Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after their issue.

6. General Meeting

The General Meeting will be held on the date and at the time and place specified in the Notice of General Meeting to be included in the Circular.

The Resolutions to be proposed at the General Meeting are, in summary, as follows:

Resolution 1, which will be proposed as a special resolution, is to amend the Company’s articles of association to create the Deferred Shares and set out their rights. Those rights are described in paragraph 3 above.

Resolution 2, which will be proposed as an ordinary resolution and which is conditional upon the passing of Resolution 1, is to authorise the Directors to allot and issue the LN Conversion Shares, the Deferred Shares and the CLN Conversion Shares in connection with the LN Conversion and the CLN Conversion, up to an aggregate nominal amount of £455,950.39. The authority granted pursuant to Resolution 2 shall expire at the conclusion of the next annual general meeting of the Company.

Resolution 3, which will be proposed as a special resolution and which is conditional upon the passing of Resolutions 1 and 2, disapplies Shareholders’ statutory pre-emption rights in relation to the allotment and issue of the LN Conversion Shares, the Deferred Shares and the CLN Conversion Shares up to the same aggregate nominal amount. The authority granted pursuant to Resolution 3 shall expire at the conclusion of the next annual general meeting of the Company.

The authorities set out in Resolutions 2 and 3 are in addition to, and without prejudice to, the authorities conferred on the Directors at the annual general meeting held on 30 June 2026.

Resolutions 1 and 3 are special resolutions and will require a majority of not less than 75 per cent. of the votes cast, whether in person or by proxy, to be in favour of that Resolution. Resolution 2 is an ordinary resolution and requires a majority of more than 50 per cent. of the votes cast, whether in person or by proxy, to be in favour of that Resolution.

7. Related Party Transaction

Robert O’Brien is a substantial shareholder of the Company for the purposes of the AIM Rules (holding 11,299,333 Ordinary Shares, representing approximately 16.04 per cent. of the Existing Ordinary Shares) and accordingly the entry into the Loan Note Conversion Deed and the LN Conversion (under which, subject to the passing of the Resolutions and receipt of the FCA Approvals, the Loan Amount will be converted into the LN Conversion Shares and the Deferred Shares) constitutes a related party transaction under Rule 13 of the AIM Rules. The Company’s Directors consider, having consulted with the Company’s nominated adviser, Shore Capital, that the terms of the LN Conversion are fair and reasonable insofar as the Company’s AIM shareholders are concerned.

8. Action to be taken by Shareholders

A Form of Proxy for use by Shareholders in connection with the General Meeting will accompany the Circular. Whether or not you propose to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Company’s registrar Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, by post or by hand (during normal business hours only), as soon as possible and in any event so as to arrive no later than the time and date specified in the Notice of General Meeting.

If you hold Ordinary Shares in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting to be set out at the end of the Circular). Proxies submitted via CREST must be received by the Company’s agent Neville Registrars Limited (ID: 7RA11) by no later than the time and date specified in the Notice of General Meeting (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting, excluding any part of a day that is not a working day). This will enable your vote to be counted at the General Meeting in the event of your absence.

The completion and return of the Form of Proxy or the use of the CREST Proxy Voting service will not prevent you from attending and voting at the General Meeting, or any adjournment thereof, in person should you wish to do so.

9. Importance of the vote

Shareholders should be aware that the LN Conversion and the CLN Conversion are each conditional upon, amongst other things, the passing of all the Resolutions at the General Meeting and receipt of the FCA Approvals.

The LN Conversion and the CLN Conversion are also interconditional. Accordingly, if any of the Resolutions is not passed or the FCA Approvals are not received, neither of these transactions will proceed. In that event, the Loan Notes will remain outstanding on their existing terms and the Convertible Loan Notes will be repaid to the CLN Holder in accordance with the CLN Instrument.

Recommendation

The Directors are of the opinion that the Proposals are in the best interests of the Company and its Shareholders as a whole, noting in particular that the LN Conversion will eliminate the Company’s principal indebtedness under the Loan Notes in its entirety and remove the associated principal repayment obligation from the Company’s balance sheet, and that the CLN Conversion will further strengthen the Company’s balance sheet and release the subscription monies held in the segregated account for use by the Company. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

David Ryan, in respect of his shareholding of 5,700,000 Ordinary Shares, has entered into an irrevocable undertaking to vote in favour of all of the Resolutions.

The Directors, in respect of an aggregate of 3,775,714 Ordinary Shares, and Robert O’Brien, in respect of 11,299,333 Ordinary Shares, have also entered into irrevocable undertakings to vote in favour of all of the Resolutions in respect of, together, 15,075,047 Ordinary Shares.

In total, the irrevocable undertakings in respect of 20,775,047 Ordinary Shares represent approximately 25.97 per cent. of the Ordinary Shares eligible to vote on the Resolutions (being the 79,986,237 Ordinary Shares, assuming that no Ordinary Shares are issued between the Latest Practicable Date and the General Meeting other than the Firm Subscription Shares).

APPENDIX II: DEFINITIONS