Loan and Debt Conversion with Zen Ventures

Active Energy Group PLC

02 April 2026

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

02 April 2026

Active Energy Group plc

("Active Energy", the "Company" or the "Group")

Loan and Debt Conversion with Zen Ventures

Active Energy Group plc (AIM: AEG | OTC: AEUSF), the renewable energy and digital infrastructure company, announces that Zen Ventures Ltd ("Zen Ventures"), a company controlled by Paul Elliott, Chief Executive Officer and a Director of the Company, has provided a further secured loan of £103,700 to the Company ("Further Loan").

The Further Loan will be used to augment working capital and support cashflow of the Company.

Related Party Transaction

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director of the Company, the Further Loan constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the Company, excluding Paul Elliott, consider having consulted with Zeus Capital Limited, the Company's nominated adviser, that the terms of the Further Loan by Zen Ventures are fair and reasonable in so far as Shareholders are concerned.

Historic Loans                                              

The Company has undertaken a review of historical funding arrangements and has identified that, between 29 January 2025 and 1 April 2025, Zen Ventures advanced a series of secured loans to the Company following the appointment of Paul Elliott to the Board on 27 January 2025. As Zen Ventures is controlled by a director of the Company, these loans constituted Related Party Transactions under Rule 13 of the AIM Rules for Companies and should have been announced at the time they were entered into.

These loans were utilised to support the completion of the Company's audit for the year ended 31 December 2023 and its unaudited interim results for the six months ended 30 June 2024, enabling the restoration of trading in the Company's securities on AIM.

The loans advanced during this period comprised the following four drawdowns, totalling £97,000 ("Historic Loans"):

Transaction Date	Loan Amount
29 January 2025	£35,000
07 March 2025	£20,000
10 March 2025	£2,000
01 April 2025	£40,000
Total	£97,000

Related Party Transaction

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director of the Company, the Historic Loans constituted related party transactions for the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the Company, excluding Paul Elliott, consider having consulted with Zeus Capital Limited, the Company's nominated adviser, that the terms of the Historic Loans by Zen Ventures, at the time they were entered into, were fair and reasonable in so far as Shareholders are concerned.

The Company further confirms that loans advanced by Zen Ventures prior to Paul Elliott joining the Board, totalling £77,500, did not constitute related party transactions under Rule 13 of the AIM Rules for Companies. Therefore, the outstanding loan balance, including the Historic Loans and the Further Loan, between Zen Ventures and the Company is £278,200.

Terms of the Loans

The loans, as described above, are secured, non‑interest‑bearing, and repayable on demand. No arrangement fees or other charges were incurred in connection with the loans.

Conversion of debt into equity

The Company also announces that it has agreed with Zen Ventures to convert an aggregate principal amount of £278,200 of outstanding loans (the "Debt") into new ordinary shares of £0.00035 each in the Company ("Ordinary Shares") (the "Conversion").

Under the terms of the Conversion, the Debt will be satisfied through the issue of 397,428,571 new Ordinary Shares (the "Conversion Shares") at a price of 0.07 pence per share, being the closing mid‑market price on 1 April 2026.

Following the issue of the Conversion Shares, the outstanding balance owed to Zen Ventures will reduce from £478,200 to £200,000 (which are the convertible loan notes as described below).

The Conversion strengthens the Company's balance sheet by reducing its outstanding liabilities and aligns Zen Ventures' interests with those of the Company's shareholders. The Conversion also provides the Company with additional financial flexibility to support its ongoing operational and strategic objectives.

Following the Conversion, Paul Elliott has an interest in 409,816,456 Ordinary Shares, representing approximately 9.49% per cent. of the Company's issued share capital.

Related Party Transaction

As Zen Ventures is a company controlled by Paul Elliott, the CEO and Director of the Company, the Conversion constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules of Companies. The Directors of the Company, excluding Paul Elliott, consider having consulted with Zeus Capital Limited, the Company's nominated adviser, that the terms of the Conversion by Zen Ventures are fair and reasonable in so far as Shareholders are concerned.

Convertible Loan Note

As previously announced on 1 November 2024, and restated in the Company's interim results for the six months ended 30 June 2025 (published on 30 September 2025), the Zen Ventures Ltd £200,000 convertible loan note remains in place and is unaffected by the above.

Admission and Total Voting Rights

Application will be made for the Conversion Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur, and dealings to commence, at 08:00 a.m. on 10 April 2026.

Following Admission, the Company's issued share capital will comprise 4,316,391,875 Ordinary Shares, each carrying one voting right. The Company holds no Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company from Admission will be 4,316,391,875, which may be used by shareholders as the denominator for calculations under the FCA's Disclosure Guidance and Transparency Rules.

Pankaj Rajani, Non-Executive Chairman, commented: "Zen Ventures' continued financial support is appreciated and provides the Company with additional stability as we progress through the next phase of our development. Paul's support reflects his commitment to the business, both operationally and financially. The Board remains focused on strengthening the Company's position and ensuring it has the resources required to deliver its strategic objectives."

Enquiries: 

Active Energy Group Plc	Paul Elliott (CEO) Pankaj Rajani (Non-Executive Chairman)	[e-mail]
Zeus Nomad and Broker	Antonio Bossi / Darshan Patel / Chris Wardley (Investment Banking) Nick Searle (Sales)	Tel: [phone] Tel: [phone]
Website	LinkedIn	'X'
www.aegplc.com	www.linkedin.com/in/active-energy-group-plc/	(@aegplc) / X

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Zen Ventures Ltd
2	Reason for the notification
a)	Position/status	A company controlled by Paul Elliott, director of the Company
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Active Energy Group plc
b)	LEI	213800P9PW3HJ5YJRK43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £0.00035 ISIN: GB00BPG7NS80
b)	Nature of the transaction	Conversion of Debt to Equity
c)	Price(s) and volume(s)	Price No. of shares 0.07 pence 397,428,571
d)	Aggregated information - Aggregated volume - Price	397,428,571 0.07 pence per ordinary share
e)	Date of the transaction	01 April 2026
f)	Place of the transaction	Off market.

 

END