Amigo Holdings PLC (AMGO) Earnings Call Transcript & Summary

Right. Good afternoon, and welcome to Amigo Holdings PLC's Annual General Meeting 2026. Here in Bournemouth and are those joining us remotely. A few quick housekeeping points. May I please remind you to switch off your mobile phones. And please note for those with us today in Bournemouth, the emergency exits are located over there. I'm Jonathan Roe, Former Chair and now Non-Executive Director. I'm joined today by Nick Beal, CEO and Company Secretary. Nick on my left; and Mark Hamer, our Head of Financial Reporting. We have on Zoom, Andy Chee, who became a Non-Executive Director in December '25. As announced last week, Craig has asked me to chair this AGM. He sends his apologies again for his absence. His focus remains forward-looking on developing our mining prospects in Tanzania. And the Company Secretary has confirmed that a quorum is present. And as we have a quorum in the room, and it is past 1 p.m., I therefore now declare this Annual General Meeting duly constituted, and the meeting is open. Notice of Annual General Meeting accompanied by explanatory notes was dispatched to shareholders on the 29th of January '26. The required notice period has been satisfied and propose that notice be taken as read. By way of opening proceedings, I will give a brief summary of developments since Craig came on board. Nick and Mark will then give you an overview of what had happened since March 2024. We will then address the main business of the meeting with voting on the resolutions. Finally before we close the meeting, Andy can you go on mute, please? That was Andy. Finally, before we close the meeting, we will open the floor to questions. Since Craig joined in December last year, Amigo is being rapidly transformed and we're making good progress with developing our new business. In December, we raised GBP 1.68 million, GBP 188,000 of which via retail offer, which is 4.7x oversubscribed and GBP 1.5 million via mandatory convertible loan notes. We put in place a new tax efficient group structure in UAE and Tanzania. Exploration licenses have been secured. And as described in RNSs last week, we have detailed technology-led mineral surveys now underway with leading in-country mineralogy consulting AK Consulting. Our Dubai subsidiary has signed an exciting MOU with Magnus Labs, Inc., HQ'd in Palo Alto for the development of robotic miners. We're working at pace, we are focused on spending our limited resources on maximizing value creation. As Craig said last week, our focus remains on delivering future results and building significant shareholder value by executing our exploration strategy -- and further developments regarding our progress shortly. Overall, we are committed to delivering results through action. I will now pass over to Nick, who will describe the journey that Amigo has been on since April 2024.

Thank you, Jonathan. On a personal note, it has been a great pleasure to get to know Craig and have worked with him these last few months. It is very exciting times. However, looking back and giving closure to the past, I bought as follows: the accounting period for the 18 months to September 30, 2025, saw the following key events. Just before the start of that period, in March 2024, we appointed Jim McColl as a strategic consultant. He subsequently became a nonexecutive director in September 2024. And he stood down from the Board in February 2026 to focus on his new challenger bank. We thank Jim for his time, care and critical contribution to Amigo's survival. In April and May 2024, Jim was able to attract GBP 237,000 of new equity by way of replacing 95 million shares at par value of 0.25p per share. While this was a relatively small amount of new equity, it permitted 2 things. First, it gave PLC an extended life. And second, most critically, it allowed the group's operating subsidiaries to waive the GBP 71 million of debt that PLC owned them on the basis that the operating subsidiaries cease to support PLC. Before this, PLC had no prospect of repaying this debt. And without it being canceled, PLC would have been dragged into insolvency when the operating subsidiaries were placed into liquidation in September 2025. With the wind down substantively completed by the summer of 2025, we were able to hand back our FCA lending permissions. Kerry Penfold, who did an outstanding job as CEO and CFO, resigned from the Board in May 2025. At the same time, Michael Bartholomeusz stood down as a Non-executive Director. We all miss his care and diligence. In August and September 2025, our scheme of arrangement was finally completed. And all of our old operating subsidiary businesses were placed into solvent liquidation. This left PLC as a cash entity with some GBP 460,000 of net cash resources at the end of September 2025. Since then, we're delighted that Craig chose Amigo as his vehicle to create a new natural resources business focusing on gold and rare earth mining opportunities in Tanzania and Mauritania. As Jonathan has already stated, Craig continues to make good progress in developing the new business. As part of our engagement with Craig, he initially acted as a consultant, and we agreed to pay him GBP 200,000 if he was able to secure GBP 1.5 million of new risk capital. Craig agreed to use his consultancy fees subscribed to 57 million shares at 0.35p per share. He was able to secure new risk capital by way of mandatory convertible loan notes. On the 19th of December 2025, we held a general meeting to approve the issue of 500 million new shares at an issue price of 0.3p per share, being the conversion rights attached to the loan notes. At the same time, we were pleased to be able to offer our shareholders the opportunity to subscribe for 62.7 million new shares, also at 0.3p per share under a Winterflood Retail offer. This retail offer was 4.7x oversubscribed and raised GBP 188,000. In summary, we entered 2026 with a new leader, a new strategic direction and the resources to secure mining opportunities. As ever, the caution will be that we don't have anything unless and until we identify commercially viable gold reserves. However, we are in a much better position today compared with a rather bleak prospects that we were seeing last summer with PLC running out of money, facing insolvency and remote prospect of completing a reverse takeover. Jonathan and I will determine that should not happen, and we continue to do everything we could to establish a clean shell with up-to-date accounts and to find a new home for Amigo with the opportunities to create value for shareholders. We will continue to provide updates on the mining work in due course. I will now hand over to Mark Hamer.

Thank you, Nick. Good afternoon and welcome. In March 2025, the Board agreed to change the accounting reference date from 31st of March to 30th of September in order to preserve cash in Amigo. This review covers the 18 months from first of April 2024 to 30th of September 2025. The period to 30th September 2025 was largely spent completing the wind down of the historic business and working through our obligations under the scheme of arrangements fallback solution. The group's focus during this period was to optimize recoveries for scheme creditors whilst minimizing costs. Over 209,000 claims were received and many were upheld in whole or in part. In May 2024, an initial scheme payment of 12.5p in the pound was declared and distributed to scheme creditors. This resulted in GBP 73.8 million being returned to scheme creditors. The process of distributing these payments took longer than expected as some customers have not provided us with up to date bank details to facilitate these payments. We did all we could to reunite these customers with the money due to them by using tracing techniques, sending letters, e-mails and SMSs and also sending door knockers to try to find customers with larger amount due. Ultimately, some of these customers forfeited their payments under the terms of the scheme. In March 2025, an additional scheme payment of 6.01p in the pound was declared and distributed to scheme creditors. This resulted in a further repayment of GBP 34.4 million. Another distribution of forfeited money by a further scheme payment was considered, but the cost of administering a further payment were greater than the amount available for distribution. On 17th of September 2025, PwC, a scheme supervisor formally declared the scheme complete under its terms, marking the end of the group's obligations to customers under the scheme. The cash payment of GBP 108.2 million through scheme payments exceeded the GBP 95 million expected when the court approved the preferred solution under the scheme. This brought closure to customers with redress delivered through refunds, balance write-offs or scheme payments at pence in the pound. In addition to the scheme payments, sales of all Amigo's remaining loan portfolios that could be sold were completed in the period. All loans were sold to unconnected FCA-authorized third parties via competitive tenders. Amigo has 2 subsidiaries that were authorized and regulated by the FCA. By early July 2025, the FDA agreed that permissions could be handed back for both of these companies. We would like to thank the FCA for its assistance and guidance throughout the scheme process. Efforts were also made to minimize cost during the period. The business twice moved to smaller premises in May 2023 and July 2024. Nonessential supplier contracts were also reviewed at renewal and canceled. Staff numbers continued to decrease, falling from 94 in March 2024 to just 9 in September 2025. Nevertheless, the company ensured suppliers were paid under normal contract terms. Key staff were retained for governance, regulatory liaison and scheme operations. As part of the cost reduction, Chief Executive Officer and Chief Finance Officer, Kerry Penfold, left the business in May 2025. Her duties were taken over by Chief Restructuring Officer, Nick Beal. We are very grateful for the leadership Kerry provided in leading us through the most difficult parts of the wind down. And I would also like to thank all our employees who have been central to delivering the wind down and completing the scheme in an orderly and responsible manner. On 29 September 2025, all Amigo subsidiaries entered a solvent members voluntary liquidation. Prior to liquidation, the subsidiaries transferred GBP 740,000 of residual funds to Amigo Holdings PLC with Amigo providing an indemnity undertaking to the liquidators to cover all liquidation costs. These costs are expected to consume approximately GBP 290,000. Pending the final liquidation of the operating subsidiaries, which is expected in the next few months, the accounting treatment required the full GBP 740,000 to be included in other payables on the 30th September 2025 balance sheet. This reflects the indemnity that PLC gave to the administrators to pay all the costs of liquidating the operating businesses. The indemnity allow the money to be transferred to PLC rather than it being locked away pending the final liquidation of the operating businesses. So Amigo now exists as a listed company with no liability to scheme creditors. Following the appointment of liquidators of the subsidiaries, the financial statements are presented on a stand-alone basis instead of a group consolidation as in prior years. Profit for the period amounted to GBP 70.8 million, which was due to GBP 71.3 million of intercompany balances being waived. With the cessation of trading, there was no revenue in the period and costs were minimized as discussed. With further funding now secured, Amigo PLC has a future rather than having to be placed in insolvency as looked likely from much of the period. I will now hand it back to Jonathan to take questions on the resolutions.

Thank you, Mark. An exciting time as financial reporting goes. But well done. I should like to proceed by splitting the opportunity to ask questions into 2 parts. We will first go through the resolutions. Before we do so, does anyone in the room have specific questions on the resolutions. We will have a further Q&A session at the end of the formal part of the meeting to deal with any other questions that you may have. That will include people who are on Zoom. When you come to that point, if you wish to ask a question, please can you wait for a microphone to arrive before doing so. That will be in the room. Doesn't apply to Zoom people. Before asking your question, please give your name and state whether you are a shareholder, proxy or corporate representative. If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing. We'll now open the floor to questions. Shareholders who were invited to submit questions in advance receive none specifically relating to today's resolutions. If there are similarly not questions in the room to ask about the resolutions, please put them now. Seemingly none. So we can move on to the resolutions themselves, and I'll hand you over to our CEO and Company Secretary, Nick Beal, who will take us through the formal part of the meeting.

Thank you, Jonathan. Turning to the resolutions, and I will deal with these initially. The voting on today's resolution are being conducted by proxy to ensure that all shareholders are represented proportionately. Our registrars MUFG have verified entitlements and collected all valid proxy votes. As no additional votes have been received on the floor, the outcome will be determined solely by these proxy instructions. The final results will be published through the regulatory information service RIS announcement as soon as practical after this meeting. I will now take you through the resolutions starting with the ordinary resolutions. So these are not necessarily numerical on the paper, but I separated out the special resolutions, and I will deal with those at the end. So the first 3 ordinary resolutions. These relate to matters contained in the annual report, so to receive the reports and the accounts to approve the directors remuneration report and the directors' remuneration policy. And as you will see, these have all been passed. Turning to the second set of resolutions. These all relate to the appointment or reappointment of directors. Resolution 6 has been withdrawn following Jim McColl's decision to resign from the Board in February. However, as you will see, all the other directors have been reappointed. Taking to the next slide, you will see a number further ordinary resolutions. These relates to the reappointment of MHA as our auditor, the authority for the Board to set the remuneration of the auditor. Authority to make political donations, approval of the long-term incentive plans proposed within the AGM notice and an authority for directors to allot shares. Again, you will see these have all been overwhelmingly supported by the shareholders. The final set of resolutions and special resolutions through each of these resolutions, they need to be passed by at least 3/4 of the votes cast. This relates to a change to our articles, which relates to the group borrowing restrictions, a change of name from Amigo Holdings PLC to Amigo Resources PLC. The disapplication refers preemption rights in Resolutions 16 and 17. The authority for the company to purchase its own shares. And finally, Resolution 19 which is an authority to call a general meeting other than an AGM on not less than 14 days' notice. Again, each of these have been passed by the proxy votes submitted ahead of this meeting.

Very good, Nick. Just in the round, there were about 494 million shares voted in aggregate and over 99% of voted in favor of each of the resolutions. And I'll open the floor to further questions based on previous. There will be none or have been done. Natalia, can you open up the Zoom participants to be able to raise their hands and put -- say who they are and raise their question. Let's just give them a moment to do so if they wish.

So Jonathan, 2 came in by e-mail earlier today. The first one which asked, can we have details of the company rebrand, which better reflects the new reality, not dwelling on the past. And I think it's important to say that we are already working with marketing agency on revamping our website. However, we are a very small team, and have very much been focused on our opportunities in Tanzania. And whilst we're moving those things forward. And we are, of course, focused on those we believe give most value to our shareholders, but we will be launching a new website relatively soon.

And under the new name.

And under the new name, indeed. The second question has come in this morning asks around the proposed share restructure and asks when that's likely to take place and what the process will be. I think the answer to that question is that we will propose a consolidation in due course. We have already highlighted that, that was the board's intention. We decided not to do it at the AGM, given all the other things that we had -- that we had our focus, but it is still our intention to consolidate shares at some point, and we will publish our full proposals in due course.

Yes. Which would require shareholder consent.

Indeed. So they will be part of a future general meeting or AGM.

Okay. Natalia, are there any more hand raising going on. Okay. Right. Well, that concludes the formal business of today's general meeting. Thank you all, whether joining us in person or online for your continued interest in Amigo Holdings PLC or as I should say, Amigo Resources PLC. Your support is vital, and we look to write the next chapter of the company's history in due course or as soon as we can. I now declare the meeting closed.