Good afternoon, welcome to Amigo Holdings PLC's Annual General Meeting 2026 here in Bournemouth and 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 Beale, 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. The company secretary has confirmed that a quorum is present.
As we have a quorum in the room, and it is past 1:00 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 2026. The required notice period has been satisfied. I propose that the 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 has happened since March 2024. We will 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?
Yep, sure.
Thank you. 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 our retail offer, which was 4.7 x 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. As described in our RNS last week, we have detailed technology-led mineral surveys now underway with leading in-country mineralogist AK Corporation. Our Dubai subsidiary has signed an exciting MOU with Magnus Lamps Inc , HQed 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. We're committed to strengthening the company's foundation through tangible asset growth and operational excellence. Amigo presents a significant opportunity, and we look forward to announcing further developments regarding our progress shortly. We are committed to delivering results through action. I will now pass over to Nick, who will describe the journey 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. Looking back and giving closure to the past, I report as follows. The accounting period for the 18 months to September 30th, 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 non-executive 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 0.25 pence per share. While this was a relatively small amount of new equity, it permitted two things. First, it gave PLC an extended life. Second, most critically, it allowed the group's operating subsidiaries to waive the GBP 71 million of debt that PLC owed them on the basis that the operating subsidiaries ceased 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. All of our old operating subsidiary businesses were placed into insolvent 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 fee to subscribe for 57 million shares at GBP 0.0035 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 GBP 0.003 per share, being the conversion rights attaching 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 0.3 pence per share under a Winterflood retail offer. This retail offer was 4.7x oversubscribed and raised GBP 188,000. In summary, we enter 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 the rather bleak prospect that we were seeing last summer, with PLC running out of money, facing insolvency and the remote prospect of completing a reverse takeover.
Jonathan and I were determined that should not happen, and we continued 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 opportunity 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 1st of April 2024 to 30th 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 Arrangement's 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 12.5 pence in the GBP 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 had not provided us with up-to-date bank details to facilitate the payment. We did all we could to reunite these customers with the money due to them by using tracing techniques, sending letters, emails and SMSs, and also sending door knockers to try to find customers with larger amounts due. Ultimately, some of these customers forfeited their payments under the terms of the scheme. In March 2025, an additional scheme payment of 6.01 pence 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 monies by a further scheme payment was considered. The cost of administering a further payment were greater than the amount available for distribution. On seventeenth of September 2025, PwC, as 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 of 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 had two subsidiaries that were authorized and regulated by the FCA. By early July 2025, the FCA 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. Non-essential supplier contracts were also reviewed at renewal and canceled. Staff numbers continued to decrease, falling from 94 in March 2024 to just nine 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 co-cost reductions, 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 Beale. We are very grateful for the leadership Kerry provided in leading us through the most difficult parts of the wind down, and 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 29th of 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 allowed the money to be transferred to PLC rather than it being locked away pending the final liquidation of the operating businesses. Amigo now exists as a listed company with no liability to scheme creditors. Following appointment of the liquidators of subsidiaries, the financial statements are presented on a standalone 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 for much of the period. I will now hand you back to Jonathan to take questions on the resolutions.
Thank you, Mark. An exciting time as financial reporting goes.
Indeed.
Well done. I should like to proceed by splitting the opportunity to ask questions into two parts. We will first go through the resolutions. Before we do so, does anyone in the room have specific questions on the resolutions? No. We will have a further Q&A session at the end of the forum part of the meeting to deal with any other questions 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'll be in the room. Doesn't apply to Zoom people. Before asking your question, please give your name and state whether you're 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 received none specifically relating to today's resolutions. If there are seemingly not questions in the room to ask about the resolutions, please put them now. Seemingly none. We can move on to the resolutions themselves, and I'll hand you over to our CEO and company secretary, Nick Beale, who will take us through the formal part of the meeting.
Thank you, Jonathan. Turning to the resolutions, I will deal with these initially. Sorry. 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 collated all valid proxy votes. As no additional votes have been received from the floor, the outcome will be de-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'll now take you through the resolutions, starting with the ordinary resolutions. These are not necessarily numerical on the paper, I've separated out the special resolutions, and I will deal with those at the end. The first three ordinary resolutions, these relate to matters contained in the annual report.
To receive the reports, the accounts, to approve the directors' remuneration report and the directors' remuneration policy. 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 of further ordinary resolutions. These relate to the reappointment of MHA as our auditor, the authority for the board to set the re-remuneration of the auditor, an authority to make political donations, an approval of the long-term incentive plans proposed within the 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 are the special resolutions. For each of these resolutions, they need to be passed by at least 3/4 of the votes cast. These relate 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 of various preemption rights in resolutions 16 and 17; the authority for a 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. Chair, each of these have been passed via 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% voted in favor of each of the resolutions. I'll now open the floor to further questions. Based on previous, there will be none or have been none. Natalia, can you open up the Zoom participants to be able to raise their hands and say who they are and raise a question? Let's just give them a moment to do so if they wish.
These ones came by email.
Sure.
Should we ask those?
What's that, Nick?
Jonathan, two came in by email earlier today.
Okay.
The first one which asked, "Can we have details of the company rebrand which better reflects the new reality, not dwelling on the past?
Mm-hmm.
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 been very much focused on our opportunities in Tanzania.
Mm.
Whilst we're moving those things forward and we are, of course, focused on those that we believe give most value to our shareholders. We will be launching a new website relatively soon, we hope.
Under the new name.
Under the new name. Indeed. The second question that's come in this morning asks around the proposed share restructure.
Mm-hmm
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 had our focus, it is still our intention to consolidate the shares at some point, and we will publish our full proposals in due course.
Yeah. Which would require shareholder consent.
Indeed. They would be part of a future general meeting or AGM.
Yeah. Okay. Natalia, are there any more hand-raising going on? Okay-doke. 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.