REG - Boston International - Update on Funding Arrangements and CLNs

Boston International HoldingsAnnouncement

06/03/2026 17:00

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RNS Number : 7396V  Boston International Holdings PLC  06 March 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH (AS AMENDED [BY THE MARKET ABUSE (AMENDMENT) (EU
EXIT) REGULATIONS (SI 2019/310)) IS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").  UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

6 March 2026

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Update on Funding Arrangements and CLNs

Further to the Company's announcement on 1 December 2025, the Directors of BIH
provide an update on the Company's funding arrangements including Convertible
Loan Notes.

Funding Arrangements and Related Party Transaction

As announced on 1 December 2025, Zarara Energy Limited ("ZEL"), the Company's
60% shareholder, which in March 2025 provided a bridge loan facility of up to
£248,375.34 (to be drawn down in tranches) to assist with the Company's
working capital requirements (the "Loan Facility"), informed the Company of
some short term liquidity issues arising from an earlier loan (US$1.5 million)
which ZEL made to an acquisition target, such that it had not been able to
meet its commitments to the Company under the Loan Facility. The Company has
been informed by ZEL that the loan money is not yet fully recovered but that
ZEL is confident that it will be sufficiently recovered by 31 March 2026 to
enable full funding availability under the Loan Facility. Additionally,
earlier today, ZEL agreed to increase the total amount available under the
Loan Facility by £145,250 to £393,625.34 to cover certain specified
additional corporate and regulatory costs due in the first six months of 2026
and to extend the repayment date from the current repayment date of 30 June
2026 (or earlier date of an equity fundraising carried out in conjunction with
a reverse takeover transaction) to 31 December 2027 (or earlier such equity
fundraising date) (the "Additional Loan Facility"). The Company has drawn down
approx. £44,230 under the Additional Loan Facility. Furthermore, the Company
has been informed by ZEL that it will be able to recommence further drawdowns
under the Loan Facility (as increased) shortly so that it can recommence
payments to its creditors.

By virtue of ZEL holding of 60% of the issued share capital of the Company,
ZEL is a 'related party' for the purposes of the Disclosure Guidance and
Transparency Rules ("DTRs"). The variation deed relating to the Additional
Loan Facility constitutes a 'material related party transaction' for the
purposes of DTR 7.3. Considering the Company requires funds to cover its
ongoing working capital requirements, Christopher Pitman and Borden James, the
two Directors of BIH who are independent of ZEL, consider that the terms of
such 'related party transaction' are fair and reasonable insofar as the
shareholders of BIH are concerned and accordingly have approved the execution
of the variation deed for the Additional Loan Facility. Said Mbarak Al Digeil
and Abdulmunim Sultan Said Bin Brek, the nominee Directors of ZEL, did not
participate in the approval of, or vote on, such transaction.

Convertible Loan Notes

Furthermore, the Company announces that the 'Final Repayment Date' of all
outstanding convertible loan notes issued by the Company, being:-

-         £30,000 nominal zero coupon convertible unsecured loan
notes 2025 of the £125,714 nominal of such loan notes originally issued on 12
April 2021 (as subsequently varied);

-         £51,000 nominal zero coupon convertible unsecured loan
notes (No. 2) 2025 of the £251,000 nominal of such loan notes originally
issued on 7 July 2021 (as subsequently varied);

-         £147,857 nominal zero coupon convertible unsecured loan
notes (No. 3) 2025 originally issued on 27 April 2022 (as subsequently
varied);

-         £23,217.64 nominal zero coupon convertible unsecured loan
notes (No. 4) 2025 originally issued on 3 January 2024 (as subsequently
varied); and

-         £246,982.20 nominal zero coupon convertible unsecured loan
notes (No. 5) 2025 originally issued on 29 November 2024;

(together the "CLNs") expired on 31 December 2025 without repayment of the
CLNs by the Company. The Company has agreed, subject to the execution of
final/definitive documentation, with the CLNs holders about reinstating the
CLNs with, inter alia, an extended 'Final Repayment Date' and conversion price
equal to the average BIH share price over the last 30 days. A further
announcement will be made once documentation has been executed.

The Board of the Company has identified the need for additional general
working capital of approx. £150,000 which will need to be financed for
example in conjunction with any potential acquisition/reverse takeover
discussions.

It should be noted that the ongoing financial viability of the Company is
dependent upon the successful conclusion and implementation of these
arrangements or potential acquisition.

Status regarding Potential Acquisition

The Board is in early discussions with an oil & gas/energy company about a
potential acquisition by the Company, which still require further time to
conclude. The Company will make further announcement(s) if, and as soon as,
transaction terms are agreed.

For further information, please contact:-

 Boston International Holdings Plc
 Christopher Pitman, Chairman       chris.pitman@bihplc.com
                                    (file:///C:/Users/digei/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/HXAJV6AJ/chris.pitman@bihplc.com)

 

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