REG - Focus Xplore PLC - Board Changes and Issue of £75,000 of CLN

Focus XploreAnnouncement

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RNS Number : 7674V  Focus Xplore PLC  09 March 2026

9 March 2026

 

Focus Xplore PLC

('Focus Xplore' or the 'Company')

 

Board Changes and Issue of £75,000 of Convertible Loan Notes

 

Focus Xplore PLC (AIM: FOX), the strategic energy and critical minerals
exploration and development company, announces that the Company proposes to
appoint Antony Legge, David Russell and Neil Slade to the Board upon the
satisfactory completion of the usual regulatory due diligence.

 

Upon their appointment, Sean Wade will step down from the board, to be
succeeded by Antony Legge as Independent Non-Executive Chairman, with Mr
Russell being appointed as Executive Director and Neil Slade appointed as
Non-Executive Director. In addition, Non-Executive Director James Tosh has
resigned with immediate effect. Mr Patrick Cullen will remain on the board
until the end of March and thereafter be available as may be required during
this period of transition. The new Board will take steps to appoint a director
with the relevant Mining expertise as soon as practical.

 

Proposed Board Members' Biographies

Antony Legge is an experienced non-executive director and former AIM Nominated
Adviser with over 35 years of experience advising growth companies accessing
the London capital markets. Mr Legge is currently Interim CEO of Unicorn
Mineral Resources plc, which is listed on the Official List in the Transition
Category. Mr Legge has focused on small, growth companies across a variety of
sectors including media, technology, natural resources and healthcare. Mr
Legge holds a BSc in Economics and Accounting from the University of Bristol.

 

David Russell is a Certified Public Accountant with over 30 years of
experience in corporate finance, banking, and asset management. He founded
Charlemont Capital Solutions Limited, a restructuring practice, and has served
on the boards of multiple financial services companies. Mr Russell holds a BSc
in Accounting & Law from the University of London and an MSc in Financial
Services from University College Dublin. David brings expertise in corporate
finance, complex cross-border transactions, regulatory compliance, and
strategic corporate recovery.

 

Neil Slade is a former Senior Executive of Aston Martin Lagonda Ltd, where he
gained experience in high-value strategic operations and international
business management. Neil is an entrepreneur with a track record of building
and scaling businesses. Mr Slade holds an MSc in Management from Cranfield
University.

 

Fundraise

The Company has raised £75,000 though the issue of convertible loan notes
("Loan Notes").  The Loan Notes will convert at the lower of (a) £0.00025
per share, or (b) the price per share paid in any subsequent issue of new
Ordinary Shares undertaken by the Company before conversion ("Conversion
Price").  Conversion, in whole or in part, may occur at any time in the
period to 31 December 2027, at the discretion of the holder of the Loan
Notes.  The Loan Notes attract a 10% interest rate payable annually in
arrears on 31 December.  Unless otherwise converted, the Loan Notes together
with any accrued and unpaid interest will be redeemed on 31 December 2027.

 

Holders of the Loan Notes shall receive one warrant for each Ordinary Share
issued upon such conversion ("Warrant").  Each Warrant will entitle the
holder to subscribe for one new Ordinary Share at the Conversion Price.  The
Warrants may be exercised at any time in the four years following their issue.
The Warrants are subject to standard protections.

 

The Subscribers for the Loan Notes are:

 Subscriber                             Principal Amount
 Castle International Holdings Limited  £27,500
 Woodland Capital Limited               £27,500
 Yakoub Yakoubov                        £10,000
 Beauty Science UK Ltd*                 £10,000

* Beauty Science UK Ltd is wholly owned by Neil Slade

 

Issue of the Loan Notes is conditional, inter alia, upon the board changes
described above occurring within the next 30 calendar days.  The proceeds of
the Loan Notes will be used to settle certain historic creditors and provide
near term working capital.

 

In addition. The Company has undertaken to seek any necessary share holder
approvals for the issue of any ordinary shares pursuant to the Loan Notes or
Warrants as soon as may be practical and no later than the next annual general
meeting of the Company.

 

Related Party Transaction

Castle International Holdings Limited is wholly owned by David Russell who is
beneficially interested in 487,500,000 Ordinary Shares representing 14.01% of
the Company's issued share capital. Accordingly, the issue of the Loan Notes
to Castle International Holdings Limited is a related party transaction under
the AIM Rules and therefore the Independent Directors (being Sean Wade and
Patrick Cullen) consider, after consulting the Group's Nominated Adviser,
that the terms of the Loan Notes are fair and reasonable insofar as the
Group's shareholders are concerned.

 

Board Comment

Patrick Cullen, Chief Executive Officer, commented "I look forward to
welcoming Antony, David and Neil to the Board and I believe the Company will
benefit from new directors and shareholders who bring fresh perspectives and
strategic direction for the Company's next phase of development.

 

I would like to express my gratitude to Sean Wade and James Tosh for their
support during this period of change. Their constructive approach has enabled
a smooth transition, and I wish them both every success for the future.

 

The issue of the £75,000 convertible loan notes will enable to the Company to
meet its trade creditor commitments, fund working capital and allow it to look
ahead to the challenge of growing shareholder value."

 

 

 

**ENDS**

Enquiries:

 

 Patrick Cullen                      info@focusXplore.com                Focus Xplore PLC                                                                Chief Executive Officer
 James Biddle                        +44 (0) 207 628 3396                Beaumont Cornish Limited                                                        Nominated Adviser

 Roland Cornish
 Jason Robertson                     +44 (0) 207 374 2212                First Equity Limited                                                            Corporate Broker
 Corporate Website: www.focusXplore.com (http://www.focusXplore.com)     LinkedIn: Focus Xplore PLC (https://www.linkedin.com/company/focus-xplore-plc)  X: @focusXplore (https://x.com/focusxplore)

 

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

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