Amigo Holdings PLC - Capital Raising and Issue of Equity

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 November 2025

Amigo Holdings PLC

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

Capital Raising and Issue of Equity

The Board of Amigo is pleased to announce that it has conditionally secured investors that have irrevocably agreed to subscribe for up to £1.5 million of unlisted convertible loan notes ("Loan Notes") to be issued by Amigo, conditional on the passing of resolutions to be proposed at a General Meeting of Amigo ("General Meeting").

Capital Raise

The Loan Notes are convertible at a price of 0.3p per Amigo new ordinary shares of 0.25p each fully paid ("Conversion Price") into a maximum of 500,000,000 Amigo new ordinary shares of 0.25p each fully paid ("Conversion Shares"). The Loan Notes are subject only to approval by shareholders at a General Meeting for the waiver of their pre-emption rights and the issue of new ordinary shares at a discount to the last closing mid-market price of more than 10%. Amigo will make announcements regarding the General Meeting in due course.

The Loan Notes are mandatorily convertible by Amigo in two tranches:

"First Tranche" - Amigo will convert up to £1,125,000 of the Loan Notes into a maximum of 375,000,000 Conversion Shares immediately following the effective date of the new Public Offers and Admissions to Trading Regulations ("POATRs") which come into force on 19 January 2026. Under the new POATRs, for companies already admitted to a regulated market, a prospectus will be required for further issuances of existing securities only if the new issue is 75% or more of the existing securities over a 12-month period.

The maximum number of Conversion Shares issued on conversion of the First Tranche of the Loan Notes represent 65.7% of the current issued share capital of 570,352,960 ordinary shares (before issue of the Fee Shares (see below)) and 59.8% of the issued share capital of 627,388,256 ordinary share capital as enlarged by the issue of the Fee Shares.

"Second Tranche" - The balance of the Loan Notes which convert into a further 125,000,000 Conversion Shares will only be converted by Amigo and the Conversion Shares issued either on publication of a prospectus, most likely in respect of any Reverse Takeover ("RTO"), or as otherwise permitted subsequently under the POATRs.

Shareholders should note that there is no guarantee an RTO will be agreed. If an RTO is agreed, it would be conditional on, inter alia, Amigo shareholder approval and publication of a prospectus approved by the FCA and re-admission of the enlarged share capital to the Official List and to trading on the Main Market of the London Stock Exchange or similar such requirements for any other listing venue.

Full conversion of the Loan Notes would result in the issue in aggregate of up to 500,000,000 Conversion Shares, representing 87.7% of the current issued share capital of 570,352,960 ordinary shares (before issue of the Fee Shares) and 79.7% of the issued share capital of 627,388,256 ordinary share capital as enlarged by the issue of the Fee Shares.

The Board is fully aware of the pre-emption rights of existing shareholders, but the disproportionate expense of issuing a prospectus (estimated at over £0.5m) compared with the funds raised and the need for speed, has led it to conclude the proposed Loan Notes is the best fund-raising route at this time. However, the Board is exploring opportunities for retail investors to participate by subscribing for new ordinary shares at the Conversion Price.

Issue of Fee Shares

As set out in the announcement on 27 October 2025 ("Announcement"), under Craig Ransley's consultancy agreement, Amigo agreed that if Craig successfully introduced investors that irrevocably agreed to subscribe for a £1.5 million capital raise by the Company, Amigo would pay Craig a fee of £200,000 which Craig agreed to use to subscribe for 57,035,296 Amigo new ordinary shares of 0.25p each fully paid at an issue price of 0.3507p per Fee Share ("Issue Price").

Craig's consultancy fee of £200,000 is now unconditionally payable and Craig will use this fee to subscribe for 57,035,296 Amigo new ordinary shares of 0.25p each fully paid ("Fee Shares") at the agreed Issue Price

The Fee Shares, which will rank pari passu in all respects with the existing issued ordinary shares, represent 10% of Amigo's current issued share capital and are being issued pursuant to Amigo's current share authorities approved by shareholders at Amigo's last Annual General Meeting.

Amigo will apply for the Fee Shares to be admitted to 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. A further announcement will be made in due course.

Jonathan Roe, Chair of Amigo commented:

"This fund raising is testament to Craig's ability to attract new risk capital investors and is an important step in creating a future for Amigo and value for shareholders. While there's no certainty that a deal will happen, we believe Craig's experience significantly improves our chances of making it possible."

Contacts:

This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). 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.