REG - FORGENT PLC - Proposed Peak Hills Acquisition & £1.3m Placing

ForgentAnnouncement

Tue 07:02

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RNS Number : 2816A  FORGENT PLC  14 April 2026

14 April 2026
Forgent plc
 ("Forgent" or the "Company")

Proposed acquisition of Peak Hills Project

Proposed Placing to raise £1.3m

 

Forgent plc (AIM: FORG), the technology-led energy transition company,
announces the partial exercise of its option, to acquire a 51% interest in the
Peak Hills gold-copper exploration project in Western Australia ("Peak Hills"
or the "Project") and a conditional placing to raise £1.3 million (before
expenses) (the "Placing").

Highlights

 

·    Proposed partial exercise of option, to acquire 51% of Peak Hills
gold-copper project

·    Conditional Placing to raise £1.3 million at 0.015 pence per share
 

 

James Parsons, Chief Executive Officer, commented:

 

"This is a decisive step forward for Forgent, adding a second high-quality,
near-term exploration opportunity. Combined with our materially reduced cost
base and revenue generating gasification business, this marks a clear
acceleration in momentum and focus on delivering growth in shareholder value."

 

Proposed Peak Hills Option Exercise

 

Forgent plc is proposing to partially exercise its binding exclusive option
over Peak Hills, previously announced on 29 January 2026, and has entered into
definitive conditional agreements to acquire a 51% interest in the Project.
The exercise of the option is conditional upon the completion of the
Placing.  The balance of 48% of Peak Hills remains under option to the
Company, extended for a further five months.

 

Pursuant the previously announced option terms, the consideration payable for
the 51% is US$1,180,672 which will be satisfied through US$206,060 in cash and
$974,611 through the issue of 4,808,080,933 new ordinary shares in the Company
at the Placing price.  The Company previously paid an option fee of US$13,514
in cash to secure the exclusive option over 99% of the Project.

 

The exercise of the option and the issue of the new shares is conditional on
approval by shareholders of the renewal of share allotment authorities (the
"Resolutions") at an Extraordinary General Meeting of shareholders ("EGM")
notice for which will be issued by the Company shortly. The Company intends to
enter into a standard industry joint operating agreement with the Peak Hills
vendors prior to the EGM.

 

The Peak Hill project is a large-scale advanced gold dominant exploration
project with historic drilling and rock sampling having returned very high
gold and copper grades.  It is an under-explored project where significant
data exists but has not been fully reprocessed or targeted using modern
exploration techniques. The land package is large, with many prospects rather
than a single isolated target. The project covers approximately 163 km²
across five granted tenements, located around 80 km north of Meekatharra with
excellent infrastructure access. The project lies within the Proterozoic
Glengarry Sub-Basin and is underlain by Karalundi metasediments and Narracoota
Volcanics, a geological sequence considered prospective for gold and copper
mineralisation.

 

Technical highlights include:

 

·    Multiple historic drilling programmes defining nine prospects;

·    High-grade historic gold intersections including 2m at 21.9 g/t Au
and 2m at 3.67 g/t Au;

·    Copper mineralisation including drill intersections of 33m at 0.28%
Cu;

·    Rock chip results returning gold values up to 24.5 g/t Au and copper
values up to 7.1% Cu.

 

The Project is considered to be at an advanced exploration stage with a
substantial dataset.

 

Proposed Equity Raise

 

The Company, conscious of recent turbulence in the Middle East, has
conditionally raised £1.3 million (before expenses) through a placing of new
ordinary shares (the "Placing Shares") at a price of 0.015 pence per share
(the "Placing Price"). The Placing Price represents a 35% discount to the
prevailing market price and the Placing will result in the issue of
8,666,666,667 new ordinary shares ("Placing Shares"), representing
approximately 34% of the issued share capital as enlarged by the Placing and
the Peak Hills share consideration, the Final Subscription Shares and the
Creditor Shares (the "Enlarged Share Capital"). The Board recognises that the
Placing Price represents a discount to the price of the Company's last placing
however considers that, in the context of current market volatility including
uncertainty in the Middle East, it is in the best interests of shareholders to
secure funding and additional valuable assets at the current time to advance
the Company's strategy.

 

Completion of the Placing is conditional on the approval of the Resolutions at
the forthcoming EGM.

 

The net proceeds of the Placing will be used to fund the cash consideration
for the acquisition of Peak Hills, support evaluation and due diligence
activities of other new assets under negotiation, continue to fund the running
costs of the gasification business and provide general working capital during
current turbulent markets.

 

In connection with the Placing, the Company has appointed Global Investment
Strategy UK Limited ("GIS") as its sole placing agent pursuant to the terms
of an engagement letter on customary terms. In consideration for agreeing to
use its reasonable endeavours to procure subscribers for the Placing Shares,
the Company will pay GIS a commission on the aggregate funds raised in the
Placing.

 

Final Subscription Shares

 

As set out in the announcement made by the Company on 16 February 2026
pursuant to the terms of the set-off deeds entered into between the Secured
Lenders and the Company, the Secured Lenders agreed to subscribe for, in
aggregate, 5,527,056,326 ordinary shares ("Subscription Shares") of €0.0001
in the capital of the Company for an amount equivalent to £1.93 million. To
ensure that the Secured Lenders and any persons with whom they are acting in
concert would not hold more than 29.9% of the voting rights of the Company a
total of 2,237,025,714 Subscription Shares (the "Initial Subscription Shares")
were issued to the Secured Lenders at that time, amounting to, in aggregate
28% of the then issued share capital, with the balance of 3,290,030,612 shares
(the "Final Subscription Shares") to follow at such time as the issue of such
shares would mean that the Secured Lenders and any persons with whom they are
acting in concert would not hold in total more than 29.9% of the voting rights
of the Company.

 

Alongside the Proposed Equity Raise the Final Subscription Shares will be
allotted to the Secured Lenders conditional on the approval of the Resolutions
at the forthcoming EGM. Following the conditional allotment of the Final
Subscription Shares to the Secured Lenders they will hold in total 21.78% of
the Enlarged Share Capital.

 

Creditor Settlements

 

An estimated total of 146,666,667 new ordinary shares are intended to be
issued to creditors in settlement of amounts due to them (the "Creditor
Shares"). The Creditor Shares will be issued at the Placing Price subject to
the approval of the Resolutions at the EGM.  All Creditor Shares issued will
be subject to a 30-day lock in. The final number of Creditor Shares will be
set out in the EGM Notice.

 

Potential New Option Agreement

 

The Company is in the advanced stages of negotiation on an exclusive option
agreement on a controlling stake in a Nickel-Copper-Gold project in Western
Australia comprising both exploration and prospecting licences, although there
is no guarantee the option agreement will be entered into or as to the final
terms. Consideration for the grant of the option is expected to be settled in
new ordinary shares, with the exercise being at the Company's sole discretion
and for a combination of cash, new ordinary shares and a capped carry of the
non-acquired minority interest. A further announcement will be made in due
course.

 

Application for admission of new Shares

 

Subject to approval of the Resolutions at the EGM, application will be made
for admission of the new Shares pursuant to the Placing, the Peak Hill partial
option conversion, the Final Conversion Shares and the Creditor Shares to
trading on AIM ("Admission") . A further announcement in relation to Admission
will be made in due course.

 

 

 

For further information on Forgent plc, visit the Company's website
www.forgentplc.com (http://www.forgentplc.com) or contact:

 

ENQUIRIES 

 

 FORGENT plc                                     investors@forgentplc.com

 James Parsons
 Strand Hanson - Nomad & Financial Adviser       +44 20 7409 3494 

 James Harris / Richard Johnson 
 Global Investment Strategy UK Ltd - Broker      +44 20 7048 9045 

 Christopher Kipling

 Samantha Esqulant 

 

This announcement contains inside information as defined in Article 7 of the
EU Market Abuse Regulation No 596/2014, as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended, and has been announced in accordance with the Company's
obligations under Article 17 of that Regulation.

Competent Person's Statement

The information in this announcement that relates to exploration results,
mineral resources or ore reserves is based on information compiled by Mr
Edward Mead, who is a Fellow of the Australasian Institute of Mining and
Metallurgy. Mr Mead is a consultant to the Company. Mr Mead has sufficient
experience which is relevant to the style of mineralisation and type of
deposits under consideration and to the activity that he is undertaking to
qualify as a Competent Person as defined in the 2012 edition of the
`Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves' (the JORC Code). Mr Mead consents to the inclusion of this
information in the form and context in which it appears in this announcement.

 

 

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