Amigo Holdings PLC (AMGO.L) Earnings Call Transcript & Summary

Okay. Right. It's just gone 1:30. Good afternoon, everyone. Craig Ransley, our new Executive Chair, is in Dubai today, focusing on strategic opportunities. He apologizes for not being here in person, but he is joining us by Zoom. Craig has asked me to Chair today's meeting. I'm Jonathan Roe, I'm the former Chair of Amigo Holdings plc and a Non-Executive Director of Amigo. On behalf of the Board, I warmly welcome you to today's general meeting. It's now just after 1:30 p.m., and I formally declare the meeting open. I have some shareholders with me here in the room in Bournemouth, and I'm equally pleased to acknowledge the many shareholders watching via Zoom. While this is, by definition, an in-person meeting, we've made every effort to ensure remote participants can follow proceedings. All questions submitted in advance have been considered, and we'll do our best to address them during the Q&A. However, I believe that none were submitted. With me today -- here today on the platform is our Chief Executive, Nick Beal, on my right. And as I said, joining us via Zoom are Craig Ransley, our new Executive Chair and my fellow Non-Executive Director, Jim McColl. Before we proceed, a few housekeeping notes. I'm going to do it myself. Please make sure your phones are switched off and set to silent. For those in the room, the emergency exit is behind me. Quorum. The Company Secretary has confirmed that a quorum is present. I therefore declare this general meeting duly constituted. The notice of General Meeting accompanied by the explanatory notes was dispatched to shareholders on the 26th of November 2025. The required notice period has been satisfied, and I propose that the notice of meeting be taken as read. Approved. Many of us -- many of you will know that Amigo has spent the past several years addressing the legacy challenges stemming from the scheme of arrangement. I'm pleased to report that as of the end of September, those issues have been resolved. The lending business has been wind down and our operating subsidiaries have entered into a member's voluntary liquidation. What remains is a clean public company, Amigo Holdings plc, with a modest cash balance and a valuable stock market listing on the London Stock Exchange. You will have seen that our annual report for the period ended 30th September '25 was published 2 Fridays ago. This provides a detailed explanation of what has gone on. With the past now behind us, the Board's focus has turned decisively to the future. How can we best leverage this listed vehicle to create new value for shareholders? To that end, in October 2025, we appointed Craig Ransley as a Board consultant. Craig brings over 20 years of experience in the mining sector and was engaged to help identify and pursue a potential reverse takeover opportunity in the mining sector, specifically looking at gold and rare earth mining opportunities in Africa, principally in Tanzania and Mauritania. He has moved swiftly. In November, he facilitated an agreement with new investors to provide GBP 1.5 million in funding through a mandatory convertible loan notes. These are convertible at 0.3p per share. As part of this agreement, Craig reinvested his fee to subscribe for 57 million new shares, which were admitted to trading on the 24th of November 2025. To ensure fairness and inclusivity, we offered existing shareholders the opportunity to participate on the same terms through direct equity through the Winterflood Retail Access platform. Shareholders were able to subscribe for up to 62.7 million shares at 0.3p per share. This offer was 4 times oversubscribed and including the conversion of the loan notes, the capital raise will reach GBP 1.688 million through the issuance of up to 562.7 million new shares. We expect net proceeds of approximately GBP 1.56 million, which provide the working capital necessary to evaluate and pursue mining sector opportunities where Craig and our new investor group have deep relationships and proven track records. Any qualifying transaction will be structured as a reverse takeover and would, of course, require your approval as shareholders. Now a word on preemption rights. Board gave serious consideration to conducting a fully preemptive rights issue. However, the cost of preparing prospectus likely to exceed an amazing GBP 0.5 million would have consumed a significant proportion of the funds we aim to raise and delayed our ability to act on time-sensitive opportunities. In our judgment, the current structure represents the most efficient and value-accretive path forward for all shareholders. Therefore, the purpose of today's meeting is to seek your approval for 2 key items in one resolution. Disapplication of preemption rights and the authority for directors to allot the new shares required to complete the funding package at a discount to the prevailing market at the time of pricing. This capital is essential. Without it, Amigo would lack the resources to explore valuable opportunities or indeed to maintain its listing. Without it, we have a realistic chance to reposition the company and deliver future value. Questions. I now open the local floor to questions and shareholders were invited to -- shareholders were invited to submit questions in advance. We received none relating to today's meeting. Any questions from the floor?

Apparently not.

Thank you. Thank you for that, and thank you for your ongoing engagement, which is actually really important. Voting on today's resolution is being conducted by a poll to ensure all our shareholders are represented proportionately. Our registrars, MUFG, who are here today, have verified entitlements and collected all the valid proxy votes. As no additional votes have been received from the floor today, the outcome will be determined by these proxy instructions, and these stand at 147,190,078, 147 million shares voting in favor, 99.47%. 787,563 shares voting against 0.53% and 249,574 shares abstaining. The final results will be announced by our regulatory information service announcement and published on our website as soon as practicable following this meeting. Resolution. We now proceed to vote on the resolution before the meeting. The full text of the resolution is set out in the notice of meeting, a copy of which you will have received. This is a special resolution that requires the support of at least 75% of the votes cast. Based on the votes already detailed above, I'm pleased to declare resolution carried. That concludes the formal business of today's general meeting. Thank you all for joining us in-person or online and for your continued interest in Amigo Holdings plc. Your support is vital, and we look forward to writing the next chapter of the company. We will provide further updates on the share issuance submissions in due course through official channels. I now declare the meeting closed. Craig, did you want to say anything or you happy?

No, I'm okay, [indiscernible]. I look forward to meeting everybody at the meeting in February in-person.

Okay. Perfect. Right. The meeting is closed. Thank you for all attending.