Publication of Circular and Notice of AGM

Forgent PLC

10 July 2026

 

10 July 2026

Forgent plc
("Forgent" or the "Company")

Publication of Circular and Notice of Annual General Meeting

Forgent plc (AIM: FORG), the technology-led energy transition company, today announces the publication of a circular (the "Circular") which contains a notice of the Annual General Meeting (the "AGM") to be held at the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on 6 August 2026.

In addition to the regular business of the AGM, shareholders are also being asked to approve, at the AGM, a resolution proposing a change in the primary business strategy of the Company which will involve focussing principally on the acquisition, exploration and development of critical and precious metals projects, primarily in Australia ("Primary Business Strategy"). The Circular includes an independent competent persons report, prepared by Mining Insights Pty, on the Mount Sholl and Peak Hills projects, which is also available on the Company's website at www.forgentplc.com.

Also in accordance with the Company's Articles of Association, the Company intends to transition to electronic communications with shareholders. This will include the provision of the annual report and other shareholder documentation by means of electronic communications and on the Company's website (www.forgentplc.com). The Board believes this will deliver cost efficiency, speed of distribution and environmental responsibility. A resolution seeking shareholder approval to the Company's use of electronic communications pursuant to the requirements of Rule 19 of the AIM Rules will be put to the meeting.

Should a shareholder wish to continue to receive hard copy documents by post, please notify the Company in writing at the following address Forgent plc, NSC Campus, Loughmahon Technology Park, Mahon, Cork, T12 XY2N, Ireland or email the Company at  [e-mail] within 28 days of the date of the Circular, or at a later date should you wish to resume receiving documents in hard copy.

The Circular containing details of the proposed change to the Primary Business Strategy, the Notice of AGM and associated Form of Proxy are today being sent to shareholders and are available on the Company's website at www.forgentplc.com, in addition to the Annual Report 2025 as previously announced.

All capitalised terms in this announcement are as defined in the Circular, unless otherwise defined.

The Chairman's letter to Shareholders, extracted from the Circular, is set out further below.

 Proposed change in Primary Business Strategy

Electronic Communications

Notice of Annual General Meeting

1. Introduction

The purpose of this Document is to provide notice of the Annual General Meeting of the Company to be held at the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on 6 August 2026, to set out details of the proposed change in the Company's Primary Business Strategy, and to explain why the Board believes this is in the best interests of Forgent plc and its Shareholders.

Forgent has, since January 2026, implemented an expanded strategy incorporating Australian critical and precious metals exploration assets alongside its legacy gasification operations. Following a review of the merits of the gasification business by the Company, the Board is now seeking approval from Shareholders for a transition towards a primarily mining-focused business strategy centred on critical and precious metals exploration and development, initially in Western Australia.

The formal Notice of AGM is set out at the end of this Document and a form of proxy is also enclosed for you to complete, sign and return.

The Board considers that the proposed change in Primary Business Strategy is in the best interests of Shareholders taken as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the Annual General Meeting.

The Board also wishes to inform Shareholders that, in accordance with the Company's Articles of Association, the Company intends to transition to electronic communications with shareholders. This will include the placement of the annual report and other shareholder documentation on the Company's website (www.forgentplc.com). The Board believes this transition will deliver cost efficiency, speed of distribution and environmental responsibility.

After the completion of the AGM, and assuming approval of Resolution 5, the Company advises shareholders that going forward it will issue shareholder communications via the Company's website and announcements via the Regulatory News Service operated by the London Stock Exchange copies of which are also available on the Company's website.

Shareholders are requested to apply to the Company if they wish to continue to receive paper communications and hard copy documents by post. Please notify the Company by email at  [e-mail] or by post at the following address Forgent plc, NSC Campus, Loughmahon Technology Park, Mahon, Cork, T12 XY2N Ireland or within 28 days of the date of this Circular, or at a later date should you wish to resume receiving documents in hard copy.

An alternative to receiving hard copies of documents is by registering your details at www.signalshares.com which is operated by our Registrar MUFG CM. We would encourage all shareholders to register their details as the most effective and economically efficient manner to receive information.

The Company may however continue to issue certain documentation in paper form where it is deemed appropriate.

2. Background and reasons for the proposed change in Primary Business Strategy

The Company, at the time named REACT Energy plc, acquired EQTEC Iberia SLU by way of an AIM reverse takeover in December 2017, with a focus on clean tech / renewable energy, more specifically being a provider of syngas technology and engineering services for the clean conversion of waste into sustainable energy and biofuels.

In January 2026, the Company announced that it intended to build on its core gasification business through the expansion into complementary assets central to global electrification, specifically adding complementary exposure to circular economy materials which are central to global electrification. A key driver behind this expanded strategy was the recognition that the project-based gasification business has the potential for significant returns over the longer term, but through adding complementary assets, this would provide access to nearer term value creation opportunities alongside the longer term development cycle associated with the gasification business. At the same time as the expansion of the Company's strategy, James Parsons was appointed as CEO providing new strategic leadership for the Group.

Since the expansion of the Group strategy, the Company has acquired two assets in pursuit of this developing strategy, being Green Rock and an option, which has been partly exercised, to acquire an interest in Peak Hills.

Green Rock is an early stage copper-gold exploration project located in the Ashburton Basin in the northwest region of Western Australia and was acquired for an aggregate consideration of c. £130k.

Peak Hills is a more advanced large-scale gold and copper exploration project covering approximately 163 km² across five granted tenements in Western Australia. Forgent currently holds a 51% interest in the project with the option to increase ownership to 99%. The initial cost of the option was c. £10k and the partial exercise of such option for a 51% controlling interest was c. £1.0m, the majority of which was satisfied in new shares. The Company recently announced that following the recent approval of the Programme of Work the Company has completed detailed drill planning and target prioritisation. The final programme comprises approximately 42 aircore drill holes for approximately 2,860 metres of drilling across seven priority target areas identified through the review and reinterpretation of historic exploration data. Drilling commenced on 21 June 2026 and will continue for approximately three weeks, subject to operational and weather conditions. Samples will be submitted for laboratory analysis on completion of drilling, with assay results expected during early August 2026.

The Company has built a small mining dedicated team in Perth under the leadership of the CEO who has an extractive industries background across oil and gas and mining.

While the Company's gasification business was originally planned to remain at its core, it has become increasingly apparent to the new leadership team that the timeline to significant revenue generation is increasingly extending whilst the fixed cost base (c. €1.1m p.a., down from €2.4m) of the business continues.

Recent changes to the global net zero agenda have also impacted customer funding. The Board is therefore proposing to focus primarily on its mining strategy with the gasification business kept under strategic review and tight cost management.

In addition, the Company has recently entered into a binding Option agreement for the exclusive right to acquire 80% of the Mount Sholl Nickel-Copper-PGE project in the Pilbara region of Western Australia comprising a JORC resource and exploration and prospecting licences. The Option provides the exclusive right, but not the obligation, for a period of five months to acquire 80% of the Project for A$2,700,000 (to be settled, if exercised, through A$1,350,000 in cash and A$1,350,000 in shares priced at the 10 days VWAP at the point of exercise). The Option period enables completion of technical, legal and commercial due diligence by the Company. The Option has been secured in exchange for a consideration of A$100,000 (£53,346), which will be settled through the issue of 355,640,000 new ordinary shares which will remain locked in for a period of five months. The Vendor will retain a 20% interest in Mount Sholl, free-carried through up to A$4 million gross (A$800,000 net for the Vendor's share) in direct project expenditure, after which the interest will be subject to a standard dilution formula under a Joint Operating Agreement.

Forgent plc acquired Green Rock and Peak Hills and the Option on Mount Sholl (" the assets") with the legal right to assign ownership of the assets to a subsidiary company. Forgent Australia PTY LTD a wholly owned subsidiary of the Company has been formed with the specific intent of assuming ownership of the assets as soon as the legal documentation is finalised.

While Green Rock is acknowledged by the Board to be relatively small and at an early stage, the Board believes that Peak Hills and Mount Sholl have the potential to become the cornerstone assets of a mining focused Forgent plc. Accordingly, independent CPRs on both projects have been commissioned and are included in Part 2 below.

3. Annual General Meeting

Set out at the end of this Document is a notice convening the Annual General Meeting to be held on 6 August 2026 at 12.00 noon in the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at which the Resolutions will be proposed.

Shareholders wishing to vote but who are unable to attend the Annual General Meeting in person, are urged to appoint the Chairman of the meeting as their proxy, in accordance with the relevant instructions on the form of proxy, and to submit their form of proxy so as to be received as soon as possible and by no later than 12.00 noon on 4 August 2026. This will ensure that your vote will be counted even if you are unable to attend in person.

4. The Resolutions

Resolution 1

The Board having identified a strategic opportunity to modify the Company's business strategy and operating model to enhance shareholder value, including but not limited to a transition to a primarily Australian-focused mining and exploration strategy, are seeking approval of Shareholders for the proposed change to the Company's Primary Business Strategy and authority to take all such actions as are necessary or desirable to implement the strategy change.

Resolution 2

In Resolution 2, the Board asks that Shareholders receive and consider the Directors' Report and the Audited Accounts for the financial year ended 31 December 2025 and a review of the affairs of the Company. A copy of the 2025 Annual Report is available on the Company's website at www.forgentplc.com.

Resolution 3

The Board asks that Shareholders consider Resolutions 3(a), 3(b) and 3(c), which are proposed as separate resolutions. Resolution 3(a) proposes the re-election of Director Brian Cole, who will retire by rotation and offer himself for re-election in accordance with Article 87(a) of the Company's Articles of Association. Resolutions 3(b) and 3(c) propose the re-election of James Parsons and Gerry Madden as Directors of the Company, directors appointed during the period in accordance with Article 90(b) of the Company's Articles of Association. The Board undertakes a formal annual evaluation of the performance of each of the Directors and is satisfied that each Director standing for re-appointment continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role.

Resolution 4

The Board asks that Shareholders consider Resolution 4, which proposes that the Company re-appoint PKF Brenson Lawlor as Auditors of the Company to hold office until the conclusion of the next AGM at which accounts are laid before the Company and to authorise the Directors to agree the remuneration of the Auditors. This resolution also seeks to authorise the Directors to fix the remuneration of the Auditors for the 2026 financial year, ending 31 December 2026.

Resolution 5

In order to reduce costs incurred, improve the speed of distribution and reduce the environmental impact associated with printing and posting the Company's annual report and financial statements and any other requisite circulars or communications to Shareholders, the Company intends to utilise electronic communications for future correspondence. The Company's Articles of Association, including Articles 118, 123 and 124, permit the use of electronic communications and website publication for shareholder communications, including annual reports, accounts and notices of general meeting. This Resolution seeks shareholder approval to approve the Company's use of electronic communications pursuant to the requirements of Rule 19 of the AIM Rules or otherwise.

Resolution 6

Approval of the Shareholders is requested by way of an ordinary resolution, to authorise the Directors to issue Ordinary Shares up to an aggregate nominal value equal to €4,500,000. This authority shall expire at the close of business on the date of the next AGM of the Company unless previously renewed, varied or revoked by the Company.

Resolution 7

Approval of Shareholders is required by special resolution to authorise the Directors' authority to disapply the statutory pre-emption provisions relating to the issue of new shares for cash up to the aggregate nominal value of €4,500,000. This authority shall expire at the close of business on the date of the next AGM of the Company unless previously renewed, varied or revoked by the Company.

5. Action to be taken by Shareholders

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions thereon.

For Shareholders whose name appears on the register of members of the Company (i.e. those shareholders who hold their shares in book-entry form and who do not hold their interests in shares through the Euroclear system or as CREST Depositary Interests ("CDIs") through the CREST system), your proxy may be submitted by post, and returning it to the Company's Registrar, MUFG CM, at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at MUFG CM, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) so as to arrive no later than 12.00 noon on 4 August 2026. The return of the form of proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs should consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank SA/NV ("Euroclear Bank"), please contact your custodian.

To be effective, all proxy voting instructions (whether submitted directly or through the EB System or CREST) together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be received by the Company's Registrars no later than 12.00 noon on 4 August 2026. However, persons holding through the EB System or CREST will also need to comply with any additional voting deadlines imposed by the respective service offerings. All relevant persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

6. Rationale for the change in Primary Business Strategy and Board Recommendations

The Board considers that the change in Primary Business Strategy is in the best interests of Shareholders as a whole for the following key reasons:

·    The gasification business, notwithstanding its technological strengths and long term potential, continues to be loss making and financially challenged given the ongoing cost base andlong term path to material revenues.

·    The mining assets acquired to date, in particular Peak Hills, and Mount Sholl, offer clearer near  to medium term value creation opportunities, in sectors that are central to global electrification and the energy transition.

·    The Group has already taken meaningful steps to expand its expertise and management to include mining and exploration through the establishment of a dedicated Perth based team led by a CEO with relevant extractive industries experience.

·    A focused mining strategy is expected to provide greater strategic coherence, improve the Company's ability to attract sector specialist capital and partners, and align more closely with the profile and expectations of the majority of the Company's current shareholder base, who invested following the strategic broadening in 2026.

The Directors consider the resolutions proposed at the AGM to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the resolutions set out in this AGM Notice, as they intend to do in respect of their beneficial holdings.

Yours sincerely

Brian Cole

Interim Chairman

For further information on Forgent plc, visit the Company's website www.forgentplc.com or contact:

ENQUIRIES

FORGENT plc
James Parsons
c/o Camarco

Strand Hanson - Nomad & Financial Adviser
James Harris / Richard Johnson
Tel: [phone]

Global Investment Strategy UK Ltd - Broker
Christopher Kipling / Samantha Esqulant
Tel: [phone]

Camarco - Financial PR
Billy Clegg / Georgia Edmonds / Fergus Young
Tel: [phone]
Email: [e-mail]

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and is disclosed in accordance with the Company's obligations under Article 17 of that Regulation.

 

END