REG - Physiomics PLC - Circular & Notice of Requisitioned GM

PhysiomicsAnnouncement

02/04/2026 18:30

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RNS Number : 3408Z  Physiomics PLC  02 April 2026

2 April 2026

 

Physiomics plc

("Physiomics" or the "Company")

 

Publication of Circular and Notice of Requisitioned General Meeting

 

Further to the Company's announcement of 16 March 2026, Physiomics announces
the publication of a circular (the "Circular") containing details of a
requisitioned general meeting of the Company (the "Requisitioned General
Meeting"). The Requisitioned General Meeting will be held at 10.00 a.m. on 29
April 2026 at Copthorne Hotel Slough-Windsor, Cippenham Ln, Slough SL1 2YE.

A summary of the Board's responses to the Request and Amended Request, the
expected timetable of principal events, the Letter from the Chairman, and the
Resolutions and statement are set out below. A copy of the Circular will
shortly be posted to shareholders and made available on the Company's website
at www.physiomics.co.uk/investors.

For the reasons set out further below, the Board unanimously recommends that
shareholders VOTE AGAINST the proposed resolutions.

Unless otherwise indicated, all the defined terms in this announcement shall
have the same meaning as described in the Circular and set out below.

Enquiries:

Physiomics plc

Dr Peter Sargent, CEO

+44 (0)1235 841575

Hybridan LLP (Broker)

Claire Louise Noyce

+44 (0) 203 764 2341

Strand Hanson Limited (NOMAD)

James Dance & James Bellman

+44 (0)20 7409 3494

 

EXTRACTED FROM CIRCULAR

EXPECTED TIMETABLE OF EVENTS

 Announcement of the Resolutions:                                              Thursday 2 April 2026
 Latest time for receipt of Forms of Proxy and electronic proxy appointments:  10.00 a.m. on 27 April 2026
 General Meeting:                                                              10.00 a.m. on 29 April 2026

 

DEFINITIONS

 

 "AIM"                                  the market of that name operated by the London Stock Exchange;

 "AIM Rules"                            together, the AIM Rules for Companies and the AIM Rules for Nominated

                                      Advisers;

 "Articles of Association"              the articles of association of the Company as amended from time to time;

 "Board" or "Directors"                 the board of directors of the Company from time to time;

 "Business Day"                         any day (other than a Saturday, Sunday or public or bank holiday in the UK) on
                                        which banks in the City of London are open for transaction of general
                                        commercial business;

 "Companies Act"                        the Companies Act 2006, as amended;

 "Company"                              Physiomics plc, incorporated and registered in England and Wales with
                                        registered no. 04225086;

 "FCA"                                  the Financial Conduct Authority;

 "Form of Proxy"                        the form of proxy, which may be requested, for use at the General Meeting;

 "General Meeting"                      the meeting of the Company to be held at Copthorne Hotel Slough-Windsor,
                                        Cippenham Lane, Slough, Berkshire, SL1 2YE at 10.00 a.m. on Wednesday 29
                                        April 2026;

 "Notice"                               the notice of the General Meeting set out at in this document;

 "Resolutions" and each a "Resolution"  the resolutions set out in the Notice;

 "Requisition"                          section 303 of the Companies Act requiring the Board to convene a general

                                      meeting of the Company's shareholders

                                      those party to the Requisition

 "Requisitioner"

 "RNS"                                  any regulatory news service authorised from time to time by the FCA for the
                                        purposes of disseminating regulatory announcements;

 "£"                                    the legal tender of the United Kingdom from time to time.

 

LETTER FROM THE CHAIRMAN

Physiomics plc

(Incorporated and registered in England and Wales with registered no.
04225086)

Registered office: Milton Park Innovation Centre 99 Park Drive, Milton Park,
Abingdon, Oxfordshire, England, OX14 4RY

Directors:

Dr Jim Millen, Non-Executive Chairman

Dr Peter Sargent, Chief Executive Officer

Dr Tim Corn, Non-Executive Director

Mr Shalabh Kumar, Non-Executive Director

  2 April 2026

Dear Shareholder,

VOTE AGAINST ALL THE REQUISITIONED RESOLUTIONS TO PROTECT YOUR INVESTMENT

Notice of Requisitioned General Meeting

Introduction

The purpose of this shareholder circular is to convene the Requisitioned
General Meeting to vote on Michael Whitlow's control seeking proposals, as
required by the Requisition, and to provide you with the Board's
recommendation, supported by critical further information that we urge you to
read so that you can make an informed decision based on fact.

As announced on 16 March 2026, the Company received on 13 March 2026 a
requisition submitted pursuant to section 303 of the Companies Act requiring
the Board to convene a general meeting of the Company's shareholders (the
"Requisition"). The Requisition was submitted by Michael Whitlow, who holds
approximately 12.35% of the Company's issued ordinary share capital.

The resolutions proposed in the Requisition comprised eight separate
resolutions, four of which, if passed, would have the immediate effect of
appointing Nicholas Tulloch, Michael Whitlow, Ian Bagnall, and Martin
Gouldstone as directors of the Company. The four further resolutions proposed
the removal of Dr Jim Millen, Mr Shalabh Kumar, Dr Tim Corn, and Dr Peter
Sargent as directors, each of which was conditional on at least two of the
resolutions relating to new directors being passed. If all the resolutions
were passed this would result in the replacement of the entire existing Board.

There followed a good faith attempt by the Company to reach a negotiated
solution which included an offer by the Company of non-executive positions for
two of the requisitioning parties, however agreement could not be reached.

On 28 March 2026 Mr Whitlow informed the Company that he did not view further
negotiations as productive and sent the Company an amended requisition no
longer including Mr Martin Gouldstone as a proposed new director of the
Company (the "Amended Requisition") and with an updated statement (the
"Statement") by Michael Whitlow under section 314 of the Companies Act, which
is appended as Annex 2 to this Notice.

The Board has considered the Requisition and found it complies with the
requirements of section 303 of the Companies Act. Although it was not obliged
to do so, in order to avoid undue delay and further disruption to the business
of the Company, the Board has decided to accept the Amended Requisition and
convene a general meeting which is proposed be held at 10.00 a.m. on 29 April
2026 at Copthorne Hotel Slough-Windsor, Cippenham Lane, Slough, Berkshire, SL1
2YE, at which shareholders will be asked to vote on the Resolutions detailed
in this Notice. A special notice period of 28 days applies due to the proposed
removal of directors.

 

Prior to the General Meeting, the Board will be writing to the proposed new
directors in the Amended Requisition, requiring them to confirm their holdings
in the Company. In addition, the Company's Articles of Association require
that each person proposed as a new director and not recommended by the Board
provide a written notice of their willingness to act, at least seven days
prior to the General Meeting.

 

Details of Resolutions

The Resolutions will be proposed as ordinary resolutions. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.

 

1.  That Nicholas Tulloch be appointed as a director of the Company with
immediate effect.

2.  That Michael Whitlow be appointed as a director of the Company with
immediate effect.

3.  That Ian Bagnall be appointed as a director of the Company with immediate
effect.

4.  Conditional on the passing of at least two of Resolutions 1, 2 or 3, that
Dr Jim Millen be removed from office as a director of the Company with
immediate effect.

5.  Conditional on the passing of at least two of Resolutions 1, 2 or 3, that
Shalabh Kumar be removed from office as a director of the Company with
immediate effect.

6.  Conditional on the passing of at least two of Resolutions 1, 2 or 3, that
Dr Tim Corn be removed from office as a director of the Company with immediate
effect.

7.  Conditional on the passing of at least two of Resolutions 1, 2 or 3, that
Dr Peter Sargent be removed from office as a director of the Company with
immediate effect.

 

Information on the Requisition and Amended Requisition and reasons the Board
recommends to VOTE AGAINST the Resolutions

The Board recognises the right of all shareholders, including Mr Whitlow, to
express views on the governance and strategy of the Company. The issue for
shareholders, however, is not whether change can ever be justified, but
whether the specific resolutions now proposed would improve the Company's
prospects and governance. On the information available to the Board, it
believes that the Resolutions do not meet that test.

 

The Requisition was premature and potentially disruptive

 

In the days leading up to the Requisition, the Board had engaged with Mr
Whitlow in an attempt to identify constructive governance changes that might
address a number of his stated concerns without destabilising the Company.
Instead of allowing those discussions to develop, Mr Whitlow chose to trigger
a formal requisition process that has created uncertainty for staff,
customers, and prospective senior hires at a sensitive time for the business.

 

The Board does not criticise the exercise of shareholder rights. The Board
does, however, believe that the timing and manner of the Requisition were
premature and have risked disruption to the Company before a credible
alternative plan, management structure or transition framework can be
presented to shareholders.

 

Subsequent negotiations led the Board to conclude that all shareholders should
be given the opportunity to vote on the Resolutions

 

Following receipt of the Requisition, the Board entered into further
negotiations with the individuals named in the Amended Requisition in an
effort to reach a reasonable compromise. The Board offered substantial
representation in the form of two non-executive directors to replace two of
the existing non-executive directors as well as a right for Mr Whitlow to
recommend a further director.

 

There were, however, a number of items on which the parties could not agree
and, in particular, the remuneration packages proposed for the two incoming
directors (comprising cash, shares, and options) were substantially higher
than current remuneration for non-executives of the Company.  The Board felt
it could not, abiding with its fiduciary duties, grant these unusually high
renumeration packages without approval by shareholders. A lesser offer was
proposed but this, and a number of other items remained disputed, and
negotiations were discontinued on 28 March 2026.

 

The changing composition of the proposed directors suggests inadequate
preparation

 

The subsequent removal of Martin Gouldstone from the Amended Requisition
resolutions materially weakens the credibility of the original proposal.
Publicly available information indicated that Mr Gouldstone was the only
proposed director with clearly identifiable recent life sciences listed
company experience, including roles at ValiRx plc, Open Orphan, and Oncimmune
Holdings plc.

 

His withdrawal therefore does more than reduce the number of proposed
appointees; it underscores the impression that the Requisition was assembled
in haste and without sufficient diligence as to availability and commitment.
The Board considers that this is not consistent with the degree of preparation
shareholders should expect from a group seeking immediate control of an
AIM-quoted life sciences services business.

 

The proposed individuals do not, in the Board's view, present a suitable
replacement board for Physiomics

 

The Board is not suggesting that any of the proposed directors are legally
barred from acting as a director. The Board's concern is therefore one of
suitability, judgment, relevant experience and governance, not legal
eligibility.

 

As matters stand, the remaining proposed individuals do not appear to offer a
balanced combination of sector expertise, operational knowledge, public
company governance, independence, and continuity appropriate for Physiomics.
The Company is a specialist life sciences services business operating in a
technically demanding market, and the Board does not believe that this can be
treated responsibly as a generic quoted-company turnaround exercise.

 

Concerns regarding Michael Whitlow

Mr Whitlow is best known publicly as an activist investor with extensive
social media engagement and as a director and former Managing Director of ECR
Minerals plc.

 

The Board's concern is that while Mr Whitlow plainly has some capital markets
experience as an activist, the Board has not identified from the public
materials reviewed any meaningful operating track record in life sciences
services, drug development services, scientific consulting or the management
of a business like Physiomics. The Board is therefore not persuaded that
activism in quoted companies with small market capitalisations, without a
developed sector-specific operating plan, is an adequate basis on which to
hand immediate control of the Company to Mr Whitlow.

 

Concerns regarding Nick Tulloch

Mr Tulloch worked with Mr Whitlow at ECR Minerals plc, where public company
materials presented them as Chairman and Managing Director respectively. Mr
Tulloch has also been publicly associated with Mendell Helium plc, formerly
Voyager Life plc a cannabis (CBD) company, in connection with that company's
change of direction and subsequent transactions.

 

The Board has not identified from the public information reviewed any material
operating background for Mr Tulloch in life sciences services. His recent
listed-company profile appears instead to be centred on cannabis (CBD) and
natural resources-related businesses rather than specialist scientific
services.

 

Concerns regarding Ian Bagnall

Mr Bagnall, whilst having accounting background, has no listed companies board
experience nor as a senior executive in life sciences or scientific services
businesses. He is recognised as an investor in resource companies such as
Fulcrum Metals plc. The Board has also noted reporting that Mr Whitlow and Mr
Bagnall were acquiring shares in Physiomics as part of the campaign to replace
the existing board, which reinforces the impression that Mr Bagnall is aligned
with Mr Whitlow's activist position rather than being an obviously independent
appointee.

 

The Board has not identified, from the public information reviewed, a visible
listed-company remuneration or operating track record for Mr Bagnall that
would ordinarily reassure shareholders as to his readiness to oversee an AIM
life sciences services company. In those circumstances, the Board does not
consider that shareholders have been given enough evidence to conclude that Mr
Bagnall is a suitable replacement director for Physiomics.

 

In contrast, the current Board has substantial experience and understanding of
the Company and life sciences for whom brief biographies are shown below. This
would not be replicated if the Resolutions were to be passed.

 

Dr Jim Millen

 

Dr Jim Millen joined Physiomics in April 2016, bringing over 15 years'
experience in pharmaceuticals and biotechnology gained at a number of
blue-chip global companies as well as smaller UK-based organisations. At
Allergan, Dr Millen was responsible for corporate development in its Europe,
Africa and Middle East region where he was pivotal in expanding the Company's
geographical footprint before moving to a senior role responsible for
commercial strategy and market access. Prior to that, at GSK, Dr Millen held
business development roles of increasing responsibility including within the
Company's innovative Centre of Excellence for External Drug Discovery. Dr
Millen has also supported a number of smaller companies in fund raising and
strategic partnering activities. Over the course of his career he has
completed an array of deals worth many hundreds of millions of dollars,
spanning licencing, acquisition, divestment, development and
commercialisation. Dr Millen studied medicine at Queens' College, Cambridge
University and qualified as a doctor from the London Medical School. He holds
an MBA from INSEAD.  Dr Millen's ability to develop and grow businesses and
drive towards ambitious goals is of great value in his role as Non-Executive
Chairman.

 

Dr Peter Sargent

 

Dr Peter Sargent joined Physiomics in September 2023, initially joining the
Board as Chief Operating Officer before transitioning to Chief Executive
Officer in January 2024. He brings over 20 years of experience in life
sciences, leading R&D and commercial teams across drug and diagnostic
development businesses. Prior to joining Physiomics, Dr Sargent held a senior
management role at global consultancy business Syneos Health Inc (NASDAQ:
SYNH), leading large teams of professionals and servicing a variety of clients
in the biopharmaceuticals space.  Among his earlier roles, Dr Sargent has
also been Head of Business Development for the UK's National Institute for
Health and Care Research (NIHR), leading a team supporting global life science
businesses access to funding and research infrastructure in the UK. He holds a
PhD in Biochemistry from King's College London.

 

Dr Tim Corn

 

Dr Tim Corn qualified in medicine at King's College Hospital and, after
becoming honorary Consultant and Senior Lecturer, joined the pharmaceutical
industry in 1983. He has held senior positions in both big and small pharma as
well as at the MHRA and became CMO of several small but highly successful
venture-backed companies, such as EUSA Pharma and Zeneus Pharma.  Dr Corn has
played a key role in more than twenty regulatory approvals in the USA and
Europe, is the author of more than forty scientific publications, and was
elected Fellow of both the Faculty of Pharmaceutical Medicine and the Royal
College of Psychiatrists.

 

Mr Shalabh Kumar

 

Mr Shalabh Kumar is a proven business executive with over 30 years of
experience, mainly within the life sciences consulting and services industry.
Mr Kumar co-founded, and subsequently was the Chief Executive Officer of
Kinapse, a life sciences consulting and outsourcing service provider. The
company was later acquired by Syneos Health® (Nasdaq: SYNH) after growing to
employ over 600 people across UK, India and US. Prior to that he has worked in
Accenture as a strategy consultant, Gillette (now Procter & Gamble) and
Unilever in marketing management. More recently, Mr Kumar has been working as
an independent strategy consultant and angel investor in the life sciences
industry, working with biopharmaceutical companies, life sciences services and
technology companies and private equity firms. Recent roles include Chairman
of the Board of Clustermarket Ltd (now Calira Ltd), a lab software start-up;
independent strategy consultant to the life sciences R&D group of
Accenture plc (NYSE: ACN); and Global Head of Services at Navitas Life
Sciences, a technology-backed life sciences contract research organisation. Mr
Kumar is also Chairman of Pharmalancers Ltd, a UK-based life sciences services
tech start-up. Mr Kumar's experience in leading and scaling up life sciences
consulting and services businesses is of great importance in his role as
Non-Executive Director at Physiomics. He has in his NED role helped develop
Physiomics' strategy for services diversification, with the introduction of
biostats services, and embedding business development processes.

 

The proposed new board lacks a coherent plan for Physiomics and has not
demonstrated sufficient knowledge of the business

 

Most importantly, the Board has not been presented with a detailed and
credible operating plan for Physiomics under the proposed new board.
Shareholders have not been shown a clear framework dealing with customer
retention, scientific staff retention, recruitment of a suitably qualified
CEO, business development priorities, cash preservation, capital allocation,
governance arrangements, or the management of the Company's relationships with
advisers and the market.

 

This omission is especially serious because, once Mr Gouldstone was withdrawn
as a proposed director, the remaining proposed directors were left with no
clearly demonstrated recent plc operating experience in life sciences services
from the public materials reviewed by the Board. Mr Whitlow and Mr Tulloch are
most visibly associated with ECR Minerals plc and other non-life-sciences
quoted companies, while Mr Bagnall's visible background is outside the sector.
The Board therefore sees no proper basis on which shareholders could conclude
that the proposed board understands the Company's business sufficiently well
to run it effectively from day one.

 

The Board is also concerned that the requisitioners have not explained how
they would manage continuity during transition. With existing executive change
already under way, a complete replacement of the Board without a settled
leadership plan, sector-specific operating plan, or clearly identified
management bench would introduce risk at exactly the point where customers,
staff and counterparties need stability.

 

The Board believes that the proposed changes may put at risk the recent
positive momentum in the business. As outlined in the Company's recent interim
results, total income for the first half of the year was 51% higher than the
six-month period ending 31 December 2024.  The Company has sustained its
growth trajectory, building on record contract wins during the financial year
ending June 2024 and the 46% year-on-year increase in total income for the
year ending June 2025. As a result, the first half of this current financial
year has seen the Company reach its highest half-year total income since
incorporation, including two months during the period with the highest revenue
recognised on record.

 

The Company's ongoing expansion of service offerings into discovery, later
clinical phases, and new therapeutic areas has been a significant contributor
to its growth. Additionally, an important development this half-year has been
the launch of the Biometrics service line, which included recruiting the new
Head of Biometrics, Mr Jesse Thissen, and winning the Company's first four
Biometrics contracts. Based on signed contracts and a strong pipeline, the
Board expects that total income for the current financial year ending June
2026 will be in line with market expectations for a 27% increase from the
financial year ending June 2025, with additional contracted revenue projected
into next year (financial year ending June 2027).

 

The proposed board does not appear sufficiently independent

 

In the Board's view, the proposed reconstituted board would not have the
degree of independence shareholders should expect. All of the proposed
directors were nominated through the initiative of the same shareholder, Mr
Whitlow. In addition, Mr Whitlow and Mr Tulloch have already worked together
at ECR Minerals plc, and reporting has linked Mr Whitlow and Mr Bagnall
together in the current Physiomics campaign.

 

This matters because independence is not a technicality; it is central to
board oversight, remuneration discipline, capital allocation, and protection
of minority shareholders. A board assembled principally from long-standing
associates of the requisitioning shareholder is, in the Board's view,
materially less likely to provide the balanced challenge and objective
scrutiny required in a public company.

 

The wider publicly listed track record associated with the proposed directors
does not justify immediate control of Physiomics

The Board also considers it relevant that the quoted companies most closely
associated with members of the proposed reconstituted board do not
collectively show a clearly superior record of shareholder value creation or
financing discipline. Based on publicly available information as at the date
of this document, since Mr Tulloch and Mr Whitlow joined ECR Minerals in
September 2023 its share price has remained flat and it has executed several
dilutive fundraises. The share price of Mendell Helium, founded by Nick
Tulloch, has declined by over 85% since 2021.

Continuity, governance and shareholder protection

The adoption of the resolutions would result in the effective wholesale
replacement of the current Board at a time when continuity is particularly
important. An orderly enhancement of the Board is fundamentally different from
the immediate transfer of control to a group whose sector knowledge,
independence and preparedness remain unproven. It should be noted that Dr
Sargent has expressed his willingness to extend his tenure by up to 2 months
on condition that the Resolutions are not passed.

Therefore, the Board is of the opinion that the Resolutions would be damaging
to the interests of Shareholders and recommend that you VOTE AGAINST the
Resolutions.

 

Voting instructions

 

You are strongly encouraged to vote online via the Investor Centre app or by
accessing the web browser at https://uk.investorcentre.mpms.mufg.com/ by no
later than 10.00 a.m. on 27 April 2026 (or, in the case of an adjournment of
the General Meeting, not later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any part of a day that is not a
Business Day)).

If you hold your shares in the Company in uncertificated form (that is, in
CREST) you may vote using the CREST Proxy Voting service in accordance with
the procedures set out in the CREST Manual (please also refer to the
accompanying notes to the Notice of General Meeting set out at the end of this
document). Proxies submitted via CREST must be received by the Company's agent
(MUFG Corporate Markets ID: RA10) by no later than 10.00 a.m. on 27 April 2026
(or, in the case of an adjournment, not later than 48 hours before the time
fixed for the holding of the adjourned meeting (excluding any part of a day
that is not a Business Day)).

If you are an institutional investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io and refer to the accompanying notes
to the Notice set out at the end of this document.

Appointing a proxy in accordance with the instructions set out above will
enable your vote to be counted at the General Meeting in the event of your
absence.

In the event that any changes to the General Meeting become unavoidable, we
will announce them via the publication of a RNS announcement and the Company's
website at www.physiomics.co.uk. The website also provides links to the annual
report and accounts, interim results and other relevant announcements
immediately after they have been made available via RNS.

Recommendation

The Directors believe that the Resolutions to be proposed at the General Meeting are not in the best interests of the Company and Shareholders as a whole and unanimously recommend that you VOTE AGAINST the Resolutions.

Yours faithfully,

Dr Jim Millen

Non-Executive Chairman

 

 

 

 

 

STATEMENT IN RESPECT OF PROPOSED RESOLUTIONS

THIS DOES NOT REPRESENT THE VIEWS OF THE PHYSIOMICS BOARD

In accordance with section 303(4) Companies Act, Michael Whitlow provided the
following supporting statement on 28 March 2026 in connection with the
Resolutions)

"This requisition has been submitted following a period of engagement with the
current Board regarding the Company's governance, financing strategy, and
market positioning. While I have attempted to resolve these matters
constructively, I believe that the current circumstances now warrant direct
shareholder consideration.

Physiomics Plc operates in a specialist and credible sector with a capable
operational team and a revenue generating business model. However, I believe
the Company has materially underperformed relative to its potential. In my
view, this underperformance has been driven in part by strategic and capital
markets decisions made at Board level which have not adequately supported
shareholder value or market confidence.

The Company's standing within the public markets is critical to its ability to
attract capital, maintain investor confidence, and support long-term growth.
Directors of publicly listed companies act not only as stewards of the
business but also as ambassadors to the market. Where market confidence
weakens, the consequences are reflected directly in valuation, access to
capital, and overall shareholder outcomes.

In my opinion, the Company now requires a reset at Board level to restore
credibility with investors, strengthen capital markets engagement, and provide
the decisive leadership required to stabilise and advance the Company.

My proposal is therefore focused on strengthening the Board with individuals
who bring extensive experience in public company funding, governance, and
corporate turnaround.

Nick Tulloch and I have worked together successfully across three companies,
including two public companies and one private company. Between those
businesses we have raised in excess of £10 million of capital, largely at
premiums to previous funding rounds, and have delivered outcomes where
shareholders have realised positive returns.

Ian Bagnall is a Chartered Accountant and successful entrepreneur who has held
senior management and strategic roles across multiple businesses.

My objective is not disruption of the Company's operations. On the contrary, I
believe Physiomics has a capable team and a business that should be supported
and strengthened. The purpose of this requisition is to ensure that the
Company has the governance, capital markets credibility, and strategic
direction necessary to allow that team to succeed.

I believe that decisive action now will stabilise the Company, restore
investor confidence, and place Physiomics in a stronger position to move
forward. I remain open to constructive dialogue and would welcome a
collaborative resolution should the current Board wish to engage meaningfully
on these proposals prior to the General Meeting.

First Proposed Director - Nicholas Tulloch

Mr. Tulloch holds no shares.

Nick Tulloch has advised companies on the UK capital markets for over 20
years, working for several well-known investment banks and stockbrokers,
including Cazenove, Arbuthnot and Cenkos. In 2019, he became FD and then CEO
of Zoetic International plc (now Chill Brands Group plc) overseeing its
transformation from oil & gas to the first CBD company to be quoted on the
London Stock Exchange. He went on to found Voyager Life plc, becoming the
first person to successfully list two CBD companies in the UK. In 2024, he led
Voyager's re-positioning as a helium producer in Kansas under its new name of
Mendell Helium plc. He is also chairman of ECR Minerals plc and Axies Ventures
Ltd. In 2024 he rejoined the board of Chill Brands Group plc as a
non-executive director. Nick began his career as a solicitor with Gouldens
(now part of US firm Jones Day) and holds a Master's Degree in law from Oxford
University.

Second Proposed Director - Michael Whitlow

Mr. Whitlow holds 56,000,000 shares.

Mike Whitlow is highly regarded as an entrepreneur with a long standing and
successful business-building track record. Mike has spent over 20 years
investing and financing small cap / start-up companies. Having started his
career working in the energy industry, more recently Mike has overseen and
assembled a number of resource projects through his company Axies Ventures
Ltd, where he has personally overseen both operational and corporate
developments in the Mediterranean, North America and Australia.

Third Proposed Director - Ian Bagnall

Mr. Bagnall holds 15,000,000 shares.

Ian Bagnall is a Chartered Accountant with over three decades of experience
across corporate finance, operational leadership, and investment management.
He holds a BSc in Biochemistry and Physiology and qualified as a Chartered
Accountant in 1990. Early in his career, Ian held corporate roles at Hazlewood
Foods plc before progressing through a number of senior finance positions
across multiple companies and divisions within the food sector. He
subsequently moved into operational leadership, serving as Managing Director
of two food processing businesses. This experience led to an Executive Board
role with Pilgrim Foods, where he oversaw the Retail Division and was
responsible for strategic development, commercial operations, and business
performance. In addition to his business activities, Ian serves as an Academy
School Governor in Maidstone and holds a current DBS clearance.

If you would like any further information, please contact:

Mike Whitlow

PYCaction@protonmail.com"

 

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon publication of this announcement, this inside
information is now considered to be in the public domain.

 

The Directors of the Company accept responsibility for the content of this
announcement.

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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