Board Changes and Issue of £75,000 of CLN

Focus Xplore PLC

09 March 2026

 

9 March 2026

Focus Xplore PLC

('Focus Xplore' or the 'Company')

Board Changes and Issue of £75,000 of Convertible Loan Notes

Focus Xplore PLC (AIM: FOX), the strategic energy and critical minerals exploration and development company, announces that the Company proposes to appoint Antony Legge, David Russell and Neil Slade to the Board upon the satisfactory completion of the usual regulatory due diligence.

Upon their appointment, Sean Wade will step down from the board, to be succeeded by Antony Legge as Independent Non-Executive Chairman, with Mr Russell being appointed as Executive Director and Neil Slade appointed as Non-Executive Director. In addition, Non-Executive Director James Tosh has resigned with immediate effect. Mr Patrick Cullen will remain on the board until the end of March and thereafter be available as may be required during this period of transition. The new Board will take steps to appoint a director with the relevant Mining expertise as soon as practical.

Proposed Board Members' Biographies

Antony Legge is an experienced non-executive director and former AIM Nominated Adviser with over 35 years of experience advising growth companies accessing the London capital markets. Mr Legge is currently Interim CEO of Unicorn Mineral Resources plc, which is listed on the Official List in the Transition Category. Mr Legge has focused on small, growth companies across a variety of sectors including media, technology, natural resources and healthcare. Mr Legge holds a BSc in Economics and Accounting from the University of Bristol.

David Russell is a Certified Public Accountant with over 30 years of experience in corporate finance, banking, and asset management. He founded Charlemont Capital Solutions Limited, a restructuring practice, and has served on the boards of multiple financial services companies. Mr Russell holds a BSc in Accounting & Law from the University of London and an MSc in Financial Services from University College Dublin. David brings expertise in corporate finance, complex cross-border transactions, regulatory compliance, and strategic corporate recovery.

Neil Slade is a former Senior Executive of Aston Martin Lagonda Ltd, where he gained experience in high-value strategic operations and international business management. Neil is an entrepreneur with a track record of building and scaling businesses. Mr Slade holds an MSc in Management from Cranfield University.

Fundraise

The Company has raised £75,000 though the issue of convertible loan notes ("Loan Notes").  The Loan Notes will convert at the lower of (a) £0.00025 per share, or (b) the price per share paid in any subsequent issue of new Ordinary Shares undertaken by the Company before conversion ("Conversion Price").  Conversion, in whole or in part, may occur at any time in the period to 31 December 2027, at the discretion of the holder of the Loan Notes.  The Loan Notes attract a 10% interest rate payable annually in arrears on 31 December.  Unless otherwise converted, the Loan Notes together with any accrued and unpaid interest will be redeemed on 31 December 2027.

Holders of the Loan Notes shall receive one warrant for each Ordinary Share issued upon such conversion ("Warrant").  Each Warrant will entitle the holder to subscribe for one new Ordinary Share at the Conversion Price.  The Warrants may be exercised at any time in the four years following their issue. The Warrants are subject to standard protections.

The Subscribers for the Loan Notes are:

Subscriber	Principal Amount
Castle International Holdings Limited	£27,500
Woodland Capital Limited	£27,500
Yakoub Yakoubov	£10,000
Beauty Science UK Ltd*	£10,000

* Beauty Science UK Ltd is wholly owned by Neil Slade

Issue of the Loan Notes is conditional, inter alia, upon the board changes described above occurring within the next 30 calendar days.  The proceeds of the Loan Notes will be used to settle certain historic creditors and provide near term working capital.

In addition. The Company has undertaken to seek any necessary share holder approvals for the issue of any ordinary shares pursuant to the Loan Notes or Warrants as soon as may be practical and no later than the next annual general meeting of the Company.

Related Party Transaction

Castle International Holdings Limited is wholly owned by David Russell who is beneficially interested in 487,500,000 Ordinary Shares representing 14.01% of the Company's issued share capital. Accordingly, the issue of the Loan Notes to Castle International Holdings Limited is a related party transaction under the AIM Rules and therefore the Independent Directors (being Sean Wade and Patrick Cullen) consider, after consulting the Group's Nominated Adviser, that the terms of the Loan Notes are fair and reasonable insofar as the Group's shareholders are concerned.

Board Comment

Patrick Cullen, Chief Executive Officer, commented "I look forward to welcoming Antony, David and Neil to the Board and I believe the Company will benefit from new directors and shareholders who bring fresh perspectives and strategic direction for the Company's next phase of development.

I would like to express my gratitude to Sean Wade and James Tosh for their support during this period of change. Their constructive approach has enabled a smooth transition, and I wish them both every success for the future.

The issue of the £75,000 convertible loan notes will enable to the Company to meet its trade creditor commitments, fund working capital and allow it to look ahead to the challenge of growing shareholder value."

**ENDS**

Enquiries:

Patrick Cullen	[e-mail]	Focus Xplore PLC	Chief Executive Officer
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

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.

 

END