Acquisition of Gold Properties and Fundraise

Focus Xplore PLC

06 October 2026

 

6 October 2026

Focus Xplore PLC

(‘Focus Xplore’ or the ‘Group’)

SPA signed for Acquisition of Gold Properties and c.£500,000 Fundraise

Issue of Equity and TVR

Focus Xplore PLC (AIM: FOX), the minerals exploration and development company, announces that, following the heads of terms announced on 7 September 2026, it has signed the Sales and Purchase Agreement (“SPA”) to acquire the entire issued share capital of Nova Aurum Exploration Limited ("Nova Aurum") and 1597320 B.C. Ltd ("159 BC" and, together with Nova Aurum, the "Target Companies"), which together hold, directly or indirectly, a portfolio of five gold exploration properties in Canada (the "Gold Portfolio") for an aggregate consideration of c.£296,000 (the “Acquisition”).

Focus Xplore also announces a placing and subscription to raise £508,750, before expenses (the “Fundraise”), and the settlement of £115,750 of creditor payments through the issue, in aggregate, of 3,469,444,488 new Ordinary Shares (together the “Fundraise and Creditor Settlement”) at 0.018p per share (the “Placing Price”).

Focus Xplore further announces that it has received conversion notices for £37,500 of the convertible loan notes issued in March 2026, which will result in the issue of 208,333,332 new Ordinary Shares (the “Conversion”).

(The Acquisition, the Fundraise and Creditor Settlement and the Conversion are the “Transaction”).

Terms of the Acquisition

Under the terms of the Acquisition, the Vendors will receive an initial consideration of £75,000 in cash and 802,775,130 new ordinary shares (the “Initial Consideration Shares”), representing c.10% of the share capital of the Company as enlarged by the Transaction.  A further 422,513,226 new Ordinary Shares, representing c.10% of the share capital of the Company as enlarged by the Transaction, will be issued on any one of the following milestones:

• completion of a phase-one exploration programme (geophysics and/or systematic surface sampling) on any two of the properties in the Gold Portfolio;
• identification of at least one drill target on any of the properties in the Gold Portfolio; and
• commencement of a drill programme on any of the properties in the Gold Portfolio.

The Target Companies are being acquired from Martlet Geoscience Ltd ("Martlet"), a company incorporated in England and Wales (company number 15202874), and Praetor Exploration Inc. ("Praetor"), a company incorporated in Newfoundland and Labrador, Canada (company number 101054) (together, the "Vendors"). Martlet holds 100 per cent. of the issued share capital of Nova Aurum and 50 per cent. of the issued share capital of 159 BC, with the remaining 50 per cent. of 159 BC held by Praetor. Martlet is beneficially owned and controlled by Jack Dann, who accordingly holds, indirectly through Martlet, a 100 per cent. interest in Nova Aurum and a 50 per cent. interest in 159 BC. Preator is beneficially owned and controlled by Jay Kinden.

In addition, on Completion Focus Xplore will enter into a new Geological Services Agreement with Martlet (the “GSA”), appointing Martlet as the Group’s prime geological services provider in Canada and responsible for developing and managing the geological exploration programmes to be carried out on the mineral licences held by the Group with the aim of effectively and efficiently determine the existence, if any, of a relevant ore body and its potential, commercial value.  Under the terms of the GSA, Martlet will be on an annual retainer of £6,000, with the project programmes being the subject of separate agreements to the work involved, the timings and the cost. 

Completion of the Acquisition is conditional upon completion of the Fundraise and admission of the Initial Consideration Shares to trading on AIM (“Completion”), both of which are expected to occur at 8.00am on Friday, 9 October.  Further details of the Gold Portfolio and the planned exploration programme along with the appointment of Jack Dann to the Board as Chief Geological Officer will be announced on completion of the Acquisition.

Prior to Completion, Martlet and Praetor will each enter into a lock-in and orderly market deed with the Company. They have agreed not to dispose of the Initial Consideration Shares for 18 months from completion of the Acquisition, and for a further six months to dispose of them only through the Company's broker. The same arrangements apply to any milestone shares, with a 12-month lock-in followed by a further 12 months of orderly market restrictions, each running from the date of issue. The restrictions are subject to customary exceptions, such as acceptance of a takeover offer.

Details of the Fundraise and other share issues

The Board has received commitments to subscribe for, in aggregate, 3,469,444,488 new ordinary shares at 0.018p per share (the “Funding and Creditor Settlement Shares”) arranged both by the Company directly and on its behalf by First Equity Limited.  This will raise £508,750, before expenses, from a number of existing and new professional and high net worth investors and will also settle an additional £115,750, significantly improving the Group’s balance sheet.  Subscribers in the Fundraise and Creditor Settlement will also receive, for every new ordinary share issued to them, one warrant to subscribe for one new ordinary share at 0.03p per share (the “Warrants”), being a 66% premium to the Placing Price.  The Warrants may be exercised at any time in the 24 months following Admission.

As part of the Fundraise, Focus Xplore has entered into an agreement with First Equity Limited, its broker, (“FE”) to act as placing agent in the raising of £257,500 through the issue of 1,430,555,551 new ordinary shares (the “Placing Shares”).  FE will be paid a commission of 6.0 per cent on funds raised by them and a 2 per cent commission on all funds raised via Warrants exercised by FE’s places.

The Board has also received conversion notices for £37,500 of the convertible loan notes issued in March 2026, which will result in the issue of 208,333,332 new ordinary shares (the “Conversion Shares”).  With £10,000 having been converted in June 2026, this leaves just £27,500 unconverted.  The Fundraise also sets at 0.018p the exercise price for the warrants that are attached to the conversion of the convertible loan notes.

The Group is also issuing 27,777,777 new Ordinary Shares to Patrick Cullen as part of the settlement agreed on his departure in March 2026 (the “Settlement Shares”).

Use of Funds

The proceeds of the Fundraise will be used as follows:

1. £75,000 to meet the initial cash consideration of the Acquisition;
2. £135,000 to meet the expected costs of future exploration programmes
3. £110,000 to creditors; and
4. £188,000 to meet the costs of the Transaction and the Group’s other expected working capital requirements.

The payments to creditors along with the issue of shares to other creditors in the Settlement, will pay all the outstanding aged creditors of the Group, leaving its balance sheet in a much stronger position than for nearly a year. 

Admission

Focus Xplore has applied for the admission to trading on AIM for the Initial Consideration Shares, the Funding and Creditor Settlement Shares, the Conversion Shares and the Settlement Shares amounting to a total of 4,508,330,727 Ordinary Shares (”Admission”). 

Admission of the Initial Consideration Shares, the Conversion Shares, the Settlement Shares and 2,038,888,937 of the Funding and Creditor Settlement Shares totalling 3,077,775,176 Ordinary Shares is expected to occur at 8.00am on 9 October 2026.  Admission of the remaining 1,430,555,551 Funding Shares is expected occur at 8.00am on 19 October 2026.

Following Admission, the Group will have 8,027,751,300 ordinary shares in issue with the following parties holding at least 3%.

Shareholder	Number of Ordinary Shares	Percentage Holding
Castle International Holdings Limited	1,000,000,054	12.46
Armstrong Investments Limited	742,500,000	9.25
Martlet Geoscience Ltd	669,072,933	8.33
Yakoub Yakoubov	411,000,000	5.15
Global Investment Strategy UK Ltd	377,777,777	4.71
Nereus Gold Limited	277,777,777	3.46
Jubilee Alpha Limited	277,777,777	3.46

David Russell, a director of the Company, beneficially owns 100 per cent of the issued share capital of Castle International Holdings Limited. Jack Dann a Vendor and proposed director of the Company, beneficially owns 100 per cent of the issued share capital of Marlet Geoscience Ltd

**ENDS**

Enquiries:

David Russell	[e-mail]	Focus Xplore PLC	Executive Director
James Biddle Roland Cornish	[phone]	Beaumont Cornish Limited	Nominated Adviser
Jason Robertson	[phone]	First Equity Limited	Corporate Broker
Corporate Website: www.focusXplore.com		LinkedIn: Focus Xplore PLC	X: @focusXplore

This announcement contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation (EU 596/2014 as it forms part of retained EU law).

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Distribution

This announcement has been notified via a Regulatory Information Service and it is not authorised for distribution into North America or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

 

END