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REG - Geo Exploration Ltd - Directors' Equity, Options and Warrant Extension

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RNS Number : 9747R  Geo Exploration Limited  06 February 2026

 06 February 2026

 GEO Exploration Limited

 ("GEO " or the "Company")

Director Equity Remuneration, Warrant Extension

 and Option Awards Related Party Transactions

 GEO Exploration Limited (AIM: GEO) announces that the Board has approved a
 number of equity-based remuneration and incentive arrangements in accordance
 with the Company's existing contractual obligations and long-term incentive
 framework.

 The approvals form part of a single, integrated remuneration and incentive
 package approved by the Board, comprising the settlement of agreed director
 remuneration in shares, the grant of share options and the extension of
 certain warrant terms.  The Board believes that the use of equity-based
 remuneration is appropriate for the Company and supports long-term alignment
 between management and shareholders.

 Issue of Shares - Director Remuneration

 At the time of the appointments of Omar Ahmad, Hamza Choudhry and Azib Khan as
 Executive Directors, their remuneration was agreed in the form of cash and
 shares. As announced on 5 December 2024, Brian Chu receives 20% of his
 Non-Executive Director fees in shares. However, as the Company had unpublished
 inside information the award of shares had to be deferred.  Accordingly, the
 Company has now issued new ordinary shares as follows:

 ·      54,975,000 ordinary shares to Azib Khan, representing unpaid fees
 from 2024, which Mr Khan has agreed to receive as stock in lieu of cash, with
 an aggregate value of £76,965, calculated at the market price on 16 January
 2026. These fees were accrued within the financial statements for the year
 ended 30 June 2025.

 ·      46,100,000 ordinary shares each (being 138,300,000 ordinary
 shares in aggregate) to Hamza Choudhry, Omar Ahmad and Azib Khan, issued to
 the executive directors and accepted prudently in lieu of cash remuneration,
 consistent with the directors' long-term alignment with shareholders; and

 ·      3,062,832 ordinary shares to Brian Chu in satisfaction of
 contractual remuneration relating to his role as Non-Executive Director.  As
 announced on 5 December 2024, Brian Chu receives 20% of his Non-Executive
 Director fees in shares.  The number of shares is based on the 5-day VWAP at
 each quarter end as follows:

Quarter End        5-Day VWAP  Number of Shares
 31 December 2024   0.298p      116,308
 31 March 2025      0.124p      982,816
 30 June 2025       0.128p      931,702
 30 September 2025  0.358p      684,679
 31 December 2025   0.180p      1,379,331

 

 The Board notes that, at the time of appointment, the relevant directors
 elected to receive equity in lieu of cash remuneration, having regard to the
 Company's circumstances at that time, including its stage of development,
 capital priorities and liquidity considerations. The Board considers that this
 approach appropriately aligned the directors with shareholders from the
 outset, preserved cash resources for operational and strategic purposes, and
 was consistent with market practice for AIM-listed companies at a comparable
 stage.

 All new ordinary shares will rank pari passu with the Company's existing
 ordinary shares.

 Extension of Warrants from August 2023 Capital Raise

 The Board has approved an extension to the expiry date of warrants awarded as
 part of the Company's placing completed in August 2023. The expiry date of all
 remaining warrants has been extended by 36 months to 6 September 2029, on
 otherwise unchanged terms.

 Two Directors, Omar Ahmad and Hamza Choudhry, hold approximately 79% of the
 remaining outstanding warrants and are therefore related parties under the AIM
 Rules.  The Directors believe that this will benefit the Company by
 incentivising the relevant directors to continue to drive the Company's
 projects forward for the benefit of all shareholders and will, when exercised,
 provide funds for the Company.

Warrant holder  Number       Exercise Price  Revised Expiry
 Omar Ahmad      150,000,000  0.1p            6 September 2026
 Hamza Choudhry  40,000,000   0.1p            6 September 2026
 Michael Joseph  50,000,000   0.1p            6 September 2026
 Total           240,000,000

 

 All of the warrant holders have given their consent to this change in
 accordance with the terms of these instruments.

 Share Option Awards - Summary of Terms

 In order to continue to retain and incentivise the services of the Directors,
 and to align their interests with those of the Company and its shareholders,
 the Board has approved the following awards of options to subscribe for new
 ordinary shares:

Name                  Number                                     Exercise Price    Date Appointed
 Omar Ahmad (CEO)                    150,000,000                  0.1211p           5 September 2024
 Hamza Choudhry (CFO)                150,000,000                  0.1211p           5 September 2024
 Azib Khan (CCO)                     150,000,000                  0.1211p           5 December 2024
 Brian Chu (NED)                       40,000,000                 0.1211p           3 December 2024
 Total                 490,000,000

 

 There are 110,000,000 options already in issue: 50,000,000 held by Azib Khan
 and the remaining 60,000,000 held by employees and former directors.  The
 existing options and proposed options held by current directors will represent
 c.10% of the issued share capital.

 All options are to have an expiry of 10 years from the Date of Issuance, with
 an exercise price of 0.1211p.  The exercise price represents a 26% discount
 to the VWAP for the 7 trading days ended 31 January 2025 (being the first
 anniversary of the previous award to Azib), a 50% premium to the 7-day VWAP
 ended 17 September 2024 (being the date Omar and Hamza were appointed as
 directors) and a c.7% discount to the current share price (c.0.13p).

 The options are subject to the following performance and time-based vesting
 conditions:

 (a)   15% of options vest if the 1-month VWAP reaches 0.2422p, being 2 times
 the exercise price, or more at any time within 2 years from the Date of
 Appointment;

 (b)   15% of options vest if the 1-month VWAP reaches 0.3633p, being 3 times
 the exercise price, or more at any time within 2 years from the Date of
 Appointment;

 (c)   20% of options issued vest on the first anniversary of the Date of
 Appointment, subject to continued employment;

 (d)   20% of options issued vest on the second anniversary of the Date of
 Appointment, subject to continued employment;

 (e)  15% of options issued vest on the third anniversary of the Date of
 Appointment, subject to continued employment; and

 (f)   15% of options issued vest on the fourth anniversary of the Date of
 Appointment, subject to continued employment.

 For the purposes of the above, "1-month VWAP" means the volume weighted
 average price of the Company's ordinary shares over the 20 trading days
 immediately preceding the relevant test date.

 Within each tranche of options, once the vesting criteria is achieved, 50% may
 be exercised immediately and the remaining 50% may be exercised from the date
 3months following vesting.

 The vesting of all options is conditional upon the option holder remaining
 engaged, employed or appointed by the Company at the relevant vesting date and
 typical good leaver/bad leaver provisions.

 In relation to the award of options to non-executive directors, such as Brian
 Chu, there is some debate as to whether an interest in the shares can impugn
 their independence, chiefly amongst regulators and proxy advisers.  However,
 market practice for smaller companies is making such awards more common
 providing they are at a relatively minimal level on the basis that such
 smaller companies need to attract and retain senior NEDs that they could not
 otherwise afford.

 In this instance, the award has a total exercise value of £48,440.  Mr Chu
 confirms that he is independently wealthy and not dependent on his salary from
 GEO or this award.  As such, the directors believe this award is appropriate
 and necessary to secure the services of Mr Chu and align his interests with
 those of the Company and its shareholders.

 Summary of Directors' Interests

 After the issuance of the above shares and securities the Directors have the
 following holdings of GEO securities.

Name                        Previous Shareholding  New Shares   Total Shares       Warrants     Options      Percentage of issued share capital  Percentage of fully diluted issued share capital
 Omar Ahmad                  477,949,240            46,100,000   524,049,240        150,000,000  150,000,000  8.94                                12.30
 Hamza Choudhry              168,319,990            46,100,000   214,419,990        40,000,000   150,000,000  3.66                                6.04
 Azib Khan                   -                      101,075,000  101,075,000        -            150,000,000  1.72                                4.49
 Brian Chu                   -                      3,062,832    3,062,832          -            40,000,000   0.05                                0.64
 Total Directors' interests  646,269,230            196,337,832  842,607,062        190,000,000  490,000,000  14.38                               23.47
 Total shares in issue       5,663,107,159                       5,859,444,991

 

 Related Party Transactions

 Certain of the arrangements described in this announcement constitute related
 party transactions for the purposes of the AIM Rules.

 In relation to the share options awards, as all of the directors are receiving
 awards there are no independent directors for the purposes of AIM Rule 13.
 Accordingly, SPARK Advisory Partners Limited, the Company's nominated adviser,
 considers that the terms of the proposed awards are fair and reasonable
 insofar as the Company's shareholders are concerned.

 In relation to the warrants terms amendments, the Independent Directors for
 the purpose of AIM Rule 13, being all of the Directors other than Omar Ahmad
 and Hamza Choudhry, consider, having consulted with SPARK Advisory Partners
 Limited, the Company's nominated adviser, that the terms of the proposed
 amendments are fair and reasonable insofar as the Company's shareholders are
 concerned.

 In relation to the issue of fully paid ordinary shares to Omar Ahmad, Hamza
 Choudhry and Azib Khan, the only Independent Director is Brian Chu.
 Accordingly, the Independent Director, having consulted with SPARK Advisory
 Partners Limited, considers that the terms of the proposed share issuance are
 fair and reasonable insofar as the Company's shareholders are concerned.

 Admission and Total Voting Rights

 Application will be made to AIM for admission of the Consideration Shares (the
 "New Ordinary Shares"), which will rank pari passu with the existing Ordinary
 Shares. Admission is expected to become effective, and dealings in the New
 Ordinary Shares to commence, on or around 8.00 a.m. on 11 February 2026.

 Following Admission, the Company's issued share capital will comprise of
 5,859,444,991 Ordinary Shares, each carrying one vote per share. Accordingly,
 the figure of 5,859,444,991 may be used by shareholders as the denominator for
 calculations by which they determine whether they are required to notify their
 interest in, or a change to their interest in, the Company under the FCA's
 Disclosure Guidance and Transparency Rules.

 The information contained within this announcement is deemed by the Company to
 constitute inside information under the UK Market Abuse Regulations ("MAR").
 Upon the publication of this announcement via a Regulatory Information Service
 ("RIS"), this inside information is now considered to be in the public domain.

 For further information please visit: www.geoexplorationlimited.com
 (http://www.geoexplorationlimited.com) or contact:

 GEO Exploration Limited                                                     investors@geoexpltd.com

 Hamza Choudhry, CFO and Executive Director

 SPARK Advisory Partners Limited (Nominated Adviser)                         +44 (0) 20 3368 3555

 Andrew Emmott, Dillon Wall

 CMC Markets (Joint Broker)                                                  +44 (0) 20 3003 8632

 Douglas Crippen

 SI Capital Limited (Joint Broker)                                           +44 (0) 14 8341 3500

 Nick Emerson

 Follow us on social media

 This announcement has been issued by and is the sole responsibility of the
 Company.

 

 The Board notes that, at the time of appointment, the relevant directors
 elected to receive equity in lieu of cash remuneration, having regard to the
 Company's circumstances at that time, including its stage of development,
 capital priorities and liquidity considerations. The Board considers that this
 approach appropriately aligned the directors with shareholders from the
 outset, preserved cash resources for operational and strategic purposes, and
 was consistent with market practice for AIM-listed companies at a comparable
 stage.

 All new ordinary shares will rank pari passu with the Company's existing
 ordinary shares.

 Extension of Warrants from August 2023 Capital Raise

 The Board has approved an extension to the expiry date of warrants awarded as
 part of the Company's placing completed in August 2023. The expiry date of all
 remaining warrants has been extended by 36 months to 6 September 2029, on
 otherwise unchanged terms.

 Two Directors, Omar Ahmad and Hamza Choudhry, hold approximately 79% of the
 remaining outstanding warrants and are therefore related parties under the AIM
 Rules.  The Directors believe that this will benefit the Company by
 incentivising the relevant directors to continue to drive the Company's
 projects forward for the benefit of all shareholders and will, when exercised,
 provide funds for the Company.

Warrant holder  Number       Exercise Price  Revised Expiry
 Omar Ahmad      150,000,000  0.1p            6 September 2026
 Hamza Choudhry  40,000,000   0.1p            6 September 2026
 Michael Joseph  50,000,000   0.1p            6 September 2026
 Total           240,000,000

 

 All of the warrant holders have given their consent to this change in
 accordance with the terms of these instruments.

 Share Option Awards - Summary of Terms

 In order to continue to retain and incentivise the services of the Directors,
 and to align their interests with those of the Company and its shareholders,
 the Board has approved the following awards of options to subscribe for new
 ordinary shares:

Name                  Number                                     Exercise Price    Date Appointed
 Omar Ahmad (CEO)                    150,000,000                  0.1211p           5 September 2024
 Hamza Choudhry (CFO)                150,000,000                  0.1211p           5 September 2024
 Azib Khan (CCO)                     150,000,000                  0.1211p           5 December 2024
 Brian Chu (NED)                       40,000,000                 0.1211p           3 December 2024
 Total                 490,000,000

 

 There are 110,000,000 options already in issue: 50,000,000 held by Azib Khan
 and the remaining 60,000,000 held by employees and former directors.  The
 existing options and proposed options held by current directors will represent
 c.10% of the issued share capital.

 All options are to have an expiry of 10 years from the Date of Issuance, with
 an exercise price of 0.1211p.  The exercise price represents a 26% discount
 to the VWAP for the 7 trading days ended 31 January 2025 (being the first
 anniversary of the previous award to Azib), a 50% premium to the 7-day VWAP
 ended 17 September 2024 (being the date Omar and Hamza were appointed as
 directors) and a c.7% discount to the current share price (c.0.13p).

 The options are subject to the following performance and time-based vesting
 conditions:

 (a)   15% of options vest if the 1-month VWAP reaches 0.2422p, being 2 times
 the exercise price, or more at any time within 2 years from the Date of
 Appointment;

 (b)   15% of options vest if the 1-month VWAP reaches 0.3633p, being 3 times
 the exercise price, or more at any time within 2 years from the Date of
 Appointment;

 (c)   20% of options issued vest on the first anniversary of the Date of
 Appointment, subject to continued employment;

 (d)   20% of options issued vest on the second anniversary of the Date of
 Appointment, subject to continued employment;

 (e)  15% of options issued vest on the third anniversary of the Date of
 Appointment, subject to continued employment; and

 (f)   15% of options issued vest on the fourth anniversary of the Date of
 Appointment, subject to continued employment.

 For the purposes of the above, "1-month VWAP" means the volume weighted
 average price of the Company's ordinary shares over the 20 trading days
 immediately preceding the relevant test date.

 Within each tranche of options, once the vesting criteria is achieved, 50% may
 be exercised immediately and the remaining 50% may be exercised from the date
 3 months following vesting.

 The vesting of all options is conditional upon the option holder remaining
 engaged, employed or appointed by the Company at the relevant vesting date and
 typical good leaver/bad leaver provisions.

 In relation to the award of options to non-executive directors, such as Brian
 Chu, there is some debate as to whether an interest in the shares can impugn
 their independence, chiefly amongst regulators and proxy advisers.  However,
 market practice for smaller companies is making such awards more common
 providing they are at a relatively minimal level on the basis that such
 smaller companies need to attract and retain senior NEDs that they could not
 otherwise afford.

 In this instance, the award has a total exercise value of £48,440.  Mr Chu
 confirms that he is independently wealthy and not dependent on his salary from
 GEO or this award.  As such, the directors believe this award is appropriate
 and necessary to secure the services of Mr Chu and align his interests with
 those of the Company and its shareholders.

 Summary of Directors' Interests

 After the issuance of the above shares and securities the Directors have the
 following holdings of GEO securities.

Name                        Previous Shareholding  New Shares   Total Shares       Warrants     Options      Percentage of issued share capital  Percentage of fully diluted issued share capital
 Omar Ahmad                  477,949,240            46,100,000   524,049,240        150,000,000  150,000,000  8.94                                12.30
 Hamza Choudhry              168,319,990            46,100,000   214,419,990        40,000,000   150,000,000  3.66                                6.04
 Azib Khan                   -                      101,075,000  101,075,000        -            150,000,000  1.72                                4.49
 Brian Chu                   -                      3,062,832    3,062,832          -            40,000,000   0.05                                0.64
 Total Directors' interests  646,269,230            196,337,832  842,607,062        190,000,000  490,000,000  14.38                               23.47
 Total shares in issue       5,663,107,159                       5,859,444,991

 

 Related Party Transactions

 Certain of the arrangements described in this announcement constitute related
 party transactions for the purposes of the AIM Rules.

 In relation to the share options awards, as all of the directors are receiving
 awards there are no independent directors for the purposes of AIM Rule 13.
 Accordingly, SPARK Advisory Partners Limited, the Company's nominated adviser,
 considers that the terms of the proposed awards are fair and reasonable
 insofar as the Company's shareholders are concerned.

 In relation to the warrants terms amendments, the Independent Directors for
 the purpose of AIM Rule 13, being all of the Directors other than Omar Ahmad
 and Hamza Choudhry, consider, having consulted with SPARK Advisory Partners
 Limited, the Company's nominated adviser, that the terms of the proposed
 amendments are fair and reasonable insofar as the Company's shareholders are
 concerned.

 In relation to the issue of fully paid ordinary shares to Omar Ahmad, Hamza
 Choudhry and Azib Khan, the only Independent Director is Brian Chu.
 Accordingly, the Independent Director, having consulted with SPARK Advisory
 Partners Limited, considers that the terms of the proposed share issuance are
 fair and reasonable insofar as the Company's shareholders are concerned.

 Admission and Total Voting Rights

 Application will be made to AIM for admission of the Consideration Shares (the
 "New Ordinary Shares"), which will rank pari passu with the existing Ordinary
 Shares. Admission is expected to become effective, and dealings in the New
 Ordinary Shares to commence, on or around 8.00 a.m. on 11 February 2026.

 Following Admission, the Company's issued share capital will comprise of
 5,859,444,991 Ordinary Shares, each carrying one vote per share. Accordingly,
 the figure of 5,859,444,991 may be used by shareholders as the denominator for
 calculations by which they determine whether they are required to notify their
 interest in, or a change to their interest in, the Company under the FCA's
 Disclosure Guidance and Transparency Rules.

 The information contained within this announcement is deemed by the Company to
 constitute inside information under the UK Market Abuse Regulations ("MAR").
 Upon the publication of this announcement via a Regulatory Information Service
 ("RIS"), this inside information is now considered to be in the public domain.

 For further information please visit: www.geoexplorationlimited.com
 (http://www.geoexplorationlimited.com) or contact:

 GEO Exploration Limited

 Hamza Choudhry, CFO and Executive Director

 investors@geoexpltd.com

 SPARK Advisory Partners Limited (Nominated Adviser)

 Andrew Emmott, Dillon Wall

 +44 (0) 20 3368 3555

 CMC Markets (Joint Broker)

 Douglas Crippen

 +44 (0) 20 3003 8632

 SI Capital Limited (Joint Broker)

 Nick Emerson

 +44 (0) 14 8341 3500

 Follow us on social media

 

 This announcement has been issued by and is the sole responsibility of the
 Company.

 

The Board notes that, at the time of appointment, the relevant directors
elected to receive equity in lieu of cash remuneration, having regard to the
Company's circumstances at that time, including its stage of development,
capital priorities and liquidity considerations. The Board considers that this
approach appropriately aligned the directors with shareholders from the
outset, preserved cash resources for operational and strategic purposes, and
was consistent with market practice for AIM-listed companies at a comparable
stage.

 

All new ordinary shares will rank pari passu with the Company's existing
ordinary shares.

 

 

Extension of Warrants from August 2023 Capital Raise

 

The Board has approved an extension to the expiry date of warrants awarded as
part of the Company's placing completed in August 2023. The expiry date of all
remaining warrants has been extended by 36 months to 6 September 2029, on
otherwise unchanged terms.

 

Two Directors, Omar Ahmad and Hamza Choudhry, hold approximately 79% of the
remaining outstanding warrants and are therefore related parties under the AIM
Rules.  The Directors believe that this will benefit the Company by
incentivising the relevant directors to continue to drive the Company's
projects forward for the benefit of all shareholders and will, when exercised,
provide funds for the Company.

 

 Warrant holder  Number       Exercise Price  Revised Expiry
 Omar Ahmad      150,000,000  0.1p            6 September 2026
 Hamza Choudhry  40,000,000   0.1p            6 September 2026
 Michael Joseph  50,000,000   0.1p            6 September 2026
 Total           240,000,000

 

All of the warrant holders have given their consent to this change in
accordance with the terms of these instruments.

 

 

Share Option Awards - Summary of Terms

 

In order to continue to retain and incentivise the services of the Directors,
and to align their interests with those of the Company and its shareholders,
the Board has approved the following awards of options to subscribe for new
ordinary shares:

 

 Name                  Number                                     Exercise Price    Date Appointed
 Omar Ahmad (CEO)                    150,000,000                  0.1211p           5 September 2024
 Hamza Choudhry (CFO)                150,000,000                  0.1211p           5 September 2024
 Azib Khan (CCO)                     150,000,000                  0.1211p           5 December 2024
 Brian Chu (NED)                       40,000,000                 0.1211p           3 December 2024
 Total                 490,000,000

 

There are 110,000,000 options already in issue: 50,000,000 held by Azib Khan
and the remaining 60,000,000 held by employees and former directors.  The
existing options and proposed options held by current directors will represent
c.10% of the issued share capital.

 

All options are to have an expiry of 10 years from the Date of Issuance, with
an exercise price of 0.1211p.  The exercise price represents a 26% discount
to the VWAP for the 7 trading days ended 31 January 2025 (being the first
anniversary of the previous award to Azib), a 50% premium to the 7-day VWAP
ended 17 September 2024 (being the date Omar and Hamza were appointed as
directors) and a c.7% discount to the current share price (c.0.13p).

 

The options are subject to the following performance and time-based vesting
conditions:

(a)   15% of options vest if the 1-month VWAP reaches 0.2422p, being 2 times
the exercise price, or more at any time within 2 years from the Date of
Appointment;

(b)   15% of options vest if the 1-month VWAP reaches 0.3633p, being 3 times
the exercise price, or more at any time within 2 years from the Date of
Appointment;

(c)   20% of options issued vest on the first anniversary of the Date of
Appointment, subject to continued employment;

(d)   20% of options issued vest on the second anniversary of the Date of
Appointment, subject to continued employment;

(e)  15% of options issued vest on the third anniversary of the Date of
Appointment, subject to continued employment; and

(f)   15% of options issued vest on the fourth anniversary of the Date of
Appointment, subject to continued employment.

 

For the purposes of the above, "1-month VWAP" means the volume weighted
average price of the Company's ordinary shares over the 20 trading days
immediately preceding the relevant test date.

 

Within each tranche of options, once the vesting criteria is achieved, 50% may
be exercised immediately and the remaining 50% may be exercised from the date
3 months following vesting.

 

The vesting of all options is conditional upon the option holder remaining
engaged, employed or appointed by the Company at the relevant vesting date and
typical good leaver/bad leaver provisions.

 

In relation to the award of options to non-executive directors, such as Brian
Chu, there is some debate as to whether an interest in the shares can impugn
their independence, chiefly amongst regulators and proxy advisers.  However,
market practice for smaller companies is making such awards more common
providing they are at a relatively minimal level on the basis that such
smaller companies need to attract and retain senior NEDs that they could not
otherwise afford.

 

In this instance, the award has a total exercise value of £48,440.  Mr Chu
confirms that he is independently wealthy and not dependent on his salary from
GEO or this award.  As such, the directors believe this award is appropriate
and necessary to secure the services of Mr Chu and align his interests with
those of the Company and its shareholders.

 

 

Summary of Directors' Interests

 

After the issuance of the above shares and securities the Directors have the
following holdings of GEO securities.

 

 Name                        Previous Shareholding  New Shares   Total Shares       Warrants     Options      Percentage of issued share capital  Percentage of fully diluted issued share capital
 Omar Ahmad                  477,949,240            46,100,000   524,049,240        150,000,000  150,000,000  8.94                                12.30
 Hamza Choudhry              168,319,990            46,100,000   214,419,990        40,000,000   150,000,000  3.66                                6.04
 Azib Khan                   -                      101,075,000  101,075,000        -            150,000,000  1.72                                4.49
 Brian Chu                   -                      3,062,832    3,062,832          -            40,000,000   0.05                                0.64
 Total Directors' interests  646,269,230            196,337,832  842,607,062        190,000,000  490,000,000  14.38                               23.47
 Total shares in issue       5,663,107,159                       5,859,444,991

 

 

Related Party Transactions

 

Certain of the arrangements described in this announcement constitute related
party transactions for the purposes of the AIM Rules.

 

In relation to the share options awards, as all of the directors are receiving
awards there are no independent directors for the purposes of AIM Rule 13.
Accordingly, SPARK Advisory Partners Limited, the Company's nominated adviser,
considers that the terms of the proposed awards are fair and reasonable
insofar as the Company's shareholders are concerned.

 

In relation to the warrants terms amendments, the Independent Directors for
the purpose of AIM Rule 13, being all of the Directors other than Omar Ahmad
and Hamza Choudhry, consider, having consulted with SPARK Advisory Partners
Limited, the Company's nominated adviser, that the terms of the proposed
amendments are fair and reasonable insofar as the Company's shareholders are
concerned.

 

In relation to the issue of fully paid ordinary shares to Omar Ahmad, Hamza
Choudhry and Azib Khan, the only Independent Director is Brian Chu.
Accordingly, the Independent Director, having consulted with SPARK Advisory
Partners Limited, considers that the terms of the proposed share issuance are
fair and reasonable insofar as the Company's shareholders are concerned.

 

 

Admission and Total Voting Rights

 

Application will be made to AIM for admission of the Consideration Shares (the
"New Ordinary Shares"), which will rank pari passu with the existing Ordinary
Shares. Admission is expected to become effective, and dealings in the New
Ordinary Shares to commence, on or around 8.00 a.m. on 11 February 2026.

 

Following Admission, the Company's issued share capital will comprise of
5,859,444,991 Ordinary Shares, each carrying one vote per share. Accordingly,
the figure of 5,859,444,991 may be used by shareholders as the denominator for
calculations by which they determine whether they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information under the UK Market Abuse Regulations ("MAR").
Upon the publication of this announcement via a Regulatory Information Service
("RIS"), this inside information is now considered to be in the public domain.

 

 

For further information please visit: www.geoexplorationlimited.com
(http://www.geoexplorationlimited.com) or contact:

 

GEO Exploration Limited

Hamza Choudhry, CFO and Executive Director

 

investors@geoexpltd.com

SPARK Advisory Partners Limited (Nominated Adviser)

Andrew Emmott, Dillon Wall

 

+44 (0) 20 3368 3555

CMC Markets (Joint Broker)

Douglas Crippen

+44 (0) 20 3003 8632

 

SI Capital Limited (Joint Broker)

Nick Emerson

 

 

+44 (0) 14 8341 3500

Follow us on social media

 

 

This announcement has been issued by and is the sole responsibility of the
Company.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
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