REG - Amigo Holdings PLC - Craig Ransley appointed Director & Executive Chair

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RNS Number : 5481L  Amigo Holdings PLC  15 December 2025

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FOR IMMEDIATE RELEASE

15 December 2025

 

Amigo Holdings PLC

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

 Appointment of Craig Ransley as a Director and Executive Chair

 

On 27 October 2025, Amigo announced that:

1)    Amigo had appointed Craig Ransley as a Board Consultant to help
the Board the Board explore strategic options for Amigo to remain a listed
company, specifically by identifying and pursuing a reverse takeover ("RTO")
in the mining sector.

2)    Amigo had agreed that if Craig successfully introduced investors that
irrevocably agree to subscribe for a £1.5 million capital raise by Amigo,
that it would Amigo will pay Craig a fee of £200,000 and Craig had agreed to
use the fee to subscribe for new ordinary shares in Amigo (Fee Shares) at an
issue price of 0.3507p per Fee Share.

3)    conditional on the Fee Share issuance completing, that the Board
expected to formally appoint Craig as a Director of Amigo, with the title
Executive Chair.

On 14 November 2025, Amigo announced that the condition in 2 above had been
met and that Craig would be subscribing for the Fee shares.

On 24 November 2025 and 1 December 2025, Amigo announced: that the Fee Shares
had been issued to Stellar Mercator Pte Ltd (company, a based in Singapore,
where Craig is the beneficial owner); and admitted to listing on the Equity
Shares (Commercial Companies) Category of the Official List and to trading on
the main market for listed securities of the London Stock Exchange.

The work on identifying potential RTO candidates continues to make meaningful
progress, which would deliver some value to shareholders that would otherwise
not be possible.  However, there can be no certainty that an RTO will take
place.

We are pleased to announce that Craig will join the Amigo Board as a Director
and Executive Chair, effective from today.

Craig Ransley is an accomplished Australian entrepreneur and executive with
over two decades of experience founding, managing, and scaling businesses
across the mining, labour hire, and industrial services sectors. Further
background information on Craig is set out in the Appendix below.

 

Craig is currently Chairman of Stellar Mercator Pte Ltd. He was formerly the
Executive Chairman of TerraCom Ltd, Chairman of LSE and ASX
dual-listed Universal Coal Plc and Executive Chairman of ASX-listed Mayur
Resources Ltd and a Director of NASDAQ-listed Hall Chadwick Acquisition Corp.

 

Jonathan Roe, outgoing Chair said: "Since October, Craig has served as a
Board consultant, supporting the Board in exploring strategic opportunities
for Amigo to remain a listed entity - primarily through a potential reverse
takeover. We are pleased to announce that Craig now joined Amigo's Board as
Executive Chair to further advance these efforts and pursue a value-enhancing
outcome for shareholders. While there can be no certainly that a transaction
will materialise, Craig's proven track record and the progress made to date
have significantly strengthened our prospects of achieving a successful
resolution."

 

Criag Ransley, Executive Chair said: "I have had the pleasure of working
closely with the Amigo team over the past few weeks and am delighted to join
the Board as Executive Chair at this pivotal moment to shape Amigo's next
chapter. A key focus of mine will be exploring the opportunity to reposition
Amigo with a focus on gold and rare earth mining opportunities in Africa,
principally in Tanzania and Mauritania."

Other than as set out in the Appendix to this announcement, there is no
further information which is required to be disclosed pursuant to UKLR6.4.8 in
relation to Criag's appointment.

Jonathan Roe, former Chair of Amigo, will remain on the Board and has today
been appointed the Senior Independent Director, with specific responsibility
for oversight of corporate governance.

Following the appointment of Craig, the total number of Directors on Amigo's
Board will consist of two independent Non-Executive Directors, including the
former Chair, and two Executive Directors.

 

APPENDIX

Craig founded the TESA Group in 2000, a successful labour hire and services
company that he grew and sold to the Skilled Group. He subsequently entered
the resource industry, founding NuCoal Resources Ltd and overseeing its
listing on the Australian Securities Exchange (ASX). He also co-founded ResCo
Services Pty Ltd, where he served as Chairman.

Craig's most extensive involvement is with TerraCom Ltd (ASX: TER), which he
founded in 2009 and served in various roles ranging from Managing Director to
Executive Chairman. Under his leadership, TerraCom extended the operational
life of the flagship Blair Athol Mine in Queensland and achieved
significant reserve expansion. Craig resigned as a director of TerraCom Ltd on
8 July 2022.

During his tenure, Craig was instrumental in growing TerraCom into a company
that achieved a market capitalization in excess of one billion AUS dollars.
Craig has also acted as Chairman of Bluestone Global Ltd, Chairman of LSE and
ASX dual-listed Universal Coal Plc, and as Executive Chairman of
ASX-listed Mayur Resources Ltd, where he managed coal and renewable energy
projects.

With a background in the mining, natural resources, and energy sectors, Craig
has extensive experience in resource development, strategic planning, and
public company governance, positioning him to contribute significantly to the
evaluation of potential targets in these sectors.

 

Further UKLR 6.4.8 disclosures

 

Potter Resources Pty Ltd

Australian Company Number (ACN): 090 470 563

Director and Secretary (from 9 November 1999 until 2 August 2004)

Potter entered into a creditors' voluntary winding up on 4 February 2005
(within 12 months). John Ross Lindholm was appointed liquidator

 

Summary of Public Proceedings Involving Craig Ransley where Craig was found
not guilty of all charges

1. ASIC civil proceedings (February 2023) - Judgment in Craig's favour

TerraCom is an ASX-listed company in the mining sector. TerraCom operates the
Blair Athol coal mine in Clermont, Queensland, as well as having operations in
South Africa.

On 28 February 2023, ASIC commenced civil penalty proceedings in the Federal
Court against TerraCom Limited, Craig and other individuals.

ASIC alleged that Craig and the other individuals authorised or permitted
false or misleading information to be given to the ASX and failed to act with
the requisite degree of care and diligence in the discharge of their duties as
directors and officers of TerraCom.

The Federal Court dismissed ASIC's proceedings against Craig and the other
individuals. ASIC's proceedings against TerraCom regarding whistleblower
victimisation have also been resolved.

 

2. New South Wales Independent Commission Against Corruption (ICAC) criminal
proceedings - Judgment in Craig's favour

The Independent Commission Against Corruption (ICAC) is the statutory
anti-corruption body for New South Wales, Australia, investigating corruption
in the public sector and, under certain circumstances, the private sector, as
defined by the ICAC Act 1988.

In 2013 the ICAC investigated the non-tendered granting of a coal exploration
licence for the Doyles Creek mine in the Hunter Valley. The ICAC alleged that
Craig was set to make a significant personal profit as a result of the grant
of the licence and that he had made misleading statements regarding the mine
application. The ICAC referred its findings to the Director of Public
Prosecutions to consider criminal charges against Craig and other parties.

In 2017-18. Craig was found not guilty on all 4 charges. The handling of the
case and its ultimate failure in court led to substantial criticism of the
ICAC's powers and procedures.

 

Contacts:

 Amigo Holdings PLC  investors@amigo.me (mailto:investors@amigo.me)
 Nick Beal           Chief Executive

                     Beaumont Cornish

 Sponsor             0207 628 3396

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.

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