Results of General Meeting

Amigo Holdings PLC

19 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

19 December 2025

Amigo Holdings PLC

("Amigo" "PLC" or the "Company")

Results of General Meeting, appointment of a new director, and Company update

Amigo announces that at the General Meeting ("GM") held earlier today at the Bournemouth Highcliff Marriott Hotel, 105 St Michael's Road, Bournemouth BH2 5DU, the Resolution set out in the Notice of General Meeting published on 26 November 2025 ("Notice") was duly passed. In accordance with UK Listing Rule 6.4.2R, a copy of the Resolution passed will shortly be submitted to the National Storage Mechanism.

A summary of the result in respect of the Resolution is set out below. The Resolution was passed as a special resolution.

Resolution	Number of votes for	%	Number of votes against	%	Number of votes withheld
Authority for issue of new shares and disapplication of pre-emption rights	147,190,078	99.47	787,563	0.53	249,574

Notes:

1 Votes "for" include proxy appointments which gave discretion to the Chair of the AGM. A "vote withheld" is not a vote under English law and therefore the percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld.

2.             As at 13.00 p.m. on Thursday, 18 December 2025, being the time at which a person had to be registered in the Company's register of members in order to vote at the GM, the number of ordinary shares of the Company in issue was 627,388,160.

As previously announced, on 15 December 2025, the retail offer of 62,700,000 ordinary shares of 0.25 pence fully paid at 0.3 pence per share ("Retail Offer")  through the Winterflood Retail Access Platform was conditional on: (i) the passing of the necessary resolution to enable the Retail Offer shares to be allotted and issued on a non-pre-emptive basis, at the GM; and (ii) the Retail Offer shares being listed on the Equity Shares (Commercial Companies) Category of the Official List and to being admitted to trading on the main market for listed securities of the London Stock Exchange. As announced yesterday the Retail Offer was oversubscribed by 4.7 times.

Accordingly, application has been made for the 62,700,000 Retail Offer shares to be listed on the Equity Shares (Commercial Companies) Category of the Official List and to be admitted to trading on the main market for listed securities of the London Stock Exchange, which is expected to occur on or about 24 December 2025. The Retail Offer shares will rank pari passu in all respects with the existing issued ordinary shares of 0.25p each including voting, entitlement to income and entitlement on a return of capital.

Appointment of new Director

The Board is also pleased to announce the appointment today of Chee Tet Choy Andy (Andy Chee) to the Board as a non-executive director. Andy is a legal professional with extensive expertise in corporate finance, investment, and capital markets. There is further information on Andy in the Appendix.

Criag Ransley, Executive Chair said: 

"I am delighted that he has agreed to join the Board as an independent Non-Executive Director. I know that Andy will bring his significant experience to the Board as we begin the process of exploring mining opportunities in Africa."

Other than as set out in the Appendix to this announcement, there is no further information which is required to be disclosed pursuant to UKLR6.4.8 in relation to Andy's appointment. The Board is satisfied that Andy is independent for the purposes of the UK Corporate Governance Code.

Following the appointment of Andy, the total number of Directors on Amigo's Board will consist of three independent Non-Executive Directors and two Executive Directors.

Proposed change of name

The Board intends to propose at the Annual General Meeting ("AGM") (to be held in early 2026) that there will be a resolution to change the Company's name to Amigo Resources PLC. This will better reflect Amigo's intention to operate in the mining sector.

Proposed share consolidation

Amigo currently has 627,388,160 issued ordinary shares of 0.25p each. Following the issue of the Retail Offer shares and conversion of first tranche of the mandatory convertible loan notes, it is expected that there will be 1,190,088,160 issued ordinary shares of 0.25p each. With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of shareholders. The Board is of the view that it would benefit the Company and its shareholders to reduce the number of ordinary shares in issue with a resulting adjustment in the market price of such shares. The Board is intending to propose, at the next AGM, to implement a capital reorganisation, which will include a one for 100 share consolidation (the "Share Consolidation"). This is expected to assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company, making the Company's shares more attractive to institutional investors. 

Annual Report and Accounts

Amigo has submitted its Annual Report and Accounts for the year ended 31 March 2023 to the National Storage Mechanism, in accordance with UK Listing Rule 6.4.1.R of the Financial Conduct Authority.

The Annual Report and Accounts will be posted to those entitled to receive a copy and are available within the investors' section on the Company's website https://www.amigoplc.com/.

Contacts:

Amigo Holdings PLC	[e-mail]
Nick Beal	Chief Executive
Sponsor	Beaumont Cornish 0207 628 3396

The person responsible for this announcement is Nicholas Beal, Company Secretary.

About Amigo Holdings PLC

Amigo is a public limited company registered in England and Wales with registered number 10024479. The Amigo Shares are listed on the Official List of the London Stock Exchange.

Appendix

Andy Chee is a seasoned corporate finance and capital markets lawyer and the founder/CEO of A C Stellar Law Corporation. Previously, he was a Partner at Lee & Lee, a top Singapore law firm.

He specializes in complex financial and corporate transactions, including:

· IPOs and reverse takeovers;

· Cross-border M&A and privatisations; and

· Structuring and managing private equity and regulated funds.

Beyond legal advisory, he has hands-on experience in corporate governance-having served as Chairman and Director of SGX-listed companies and MAS-regulated fund managers.

He also contributed to major regional projects, notably as an Independent Director of a state-backed joint venture in China's Kashgar Special Economic Zone.

Education & Credentials:

· LL.B. (Hons), National University of Singapore

· Admitted as an Advocate & Solicitor in Singapore, and as a Solicitor in England & Wales.

 

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