Working Capital Loan

Ashington Innovation PLC

17 September 2026

 

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17 September 2026

Ashington Innovation plc

("Ashington" or "the Company")

Working Capital Loan

Ashington Innovation plc (LON: ASHI), a special purpose acquisition company listed on the Main Market of the London Stock Exchange under the Equity shares (shell companies) category, announces that it has made a further draw down of £70,000 ("Loan") from the unsecured, interest-free loan facility (the "Facility") which was entered into with Jason Smart, a Director of the Company (the "Lending Director") in December 2025, details of which are set out in the 2025 Annual Report and Accounts. In addition, the Company announces that it has increased the Facility from £200,000 to £250,000 and extended the original repayment date from 31 December 2026 until 31 December 2027.

Background and Terms of the Loan

The Facility has been amended, and now provides the Company with a principal amount of up to £250,000 for general working capital purposes, of which £118,230 had been drawn at 31 December 2025 and £168,230 by 30 June 2026. The Facility repayment date has also been extended to 31 December 2027.  On 10 August 2026, the Company announced that it had entered into non-binding, conditional exclusive Heads of Terms with WMGL Group, and, as a result, the Company now needs additional working capital. The funds will be deployed to support the Company's ongoing operating costs.

The core terms of the Loan are as follows:

·      Principal Value: £70,000

·      Interest: The Loan is interest-free.

·      Security: The Loan is unsecured.

·      Repayment: The Loan is repayable on demand, but not before 31 December 2027.

·      Conversion: The Loan contains no rights of conversion into equity, warrants, or options of the Company.

Related Party Transaction Assessment

The Lending Director is a related party of the Company under DTR 7.3.2R. As the principal amount of the Loan exceeds 5% of, inter alia, the Company's latest published gross assets, the transaction constitutes a material related party transaction pursuant to DTR 7.3.

The independent Board of Directors (comprising all Directors excluding the Lending Director) considered the terms of the Loan, and the proposed changes to the Facility outlined above to be fair and reasonable from the perspective of the Company and shareholders of the Company who are not related parties. While an interest-free, unsecured facility structurally benefits the Company's cash runway, it is not concluded on standard arm's-length market terms as a commercial lender would require interest and security.

Accordingly, the independent Board of Directors has approved the transaction. The Lending Director was completely excluded from all board discussions, deliberations, and the formal vote regarding the approval of the Loan.

Fair and Reasonable Statement

The Company confirms that the independent Board of Directors, considers the terms of the Loan, and the amendments to the Facility, to be fair and reasonable as far as the shareholders of the Company are concerned.

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Peter Presland.

For further information please contact:

Ashington Innovation PLC
Peter Presland - Non-Executive Director	[e-mail]

About Ashington Innovation plc

Ashington Innovation plc is a special purpose acquisition company (SPAC), formed with the intention of acquiring businesses operating in the technology sector, in particular the financial services technology and deep technology sectors. The Company is not limited to any specific geographic region in identifying its target companies. www.ashingtoninnovation.com.

Important Legal Information

The information contained in this Announcement is for background purposes only and does not purport to be full or complete, nor does this Announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. The contents of this Announcement are not to be construed as legal, financial or tax advice.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

 

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