Subscription to raise £3.07m to support strategy

Amigo Resources PLC (LSE: AMGO) is pleased to announce that it has entered into subscription agreements with existing and new investors to raise total gross proceeds of £3,073,634.87 (the "Subscription"). The Subscription comprises the issue of 139,710, 676 new ordinary shares of 0.25p each in the Company (the "Subscription Shares") at a price of 2.2 pence per Subscription Share (the "Issue Price").

Core Terms, Pricing and Strategic Premium

The Issue Price represents a discount of 20 per cent. to the closing mid-market price of 2.75 pence on 29 May 2026.

Significantly, the Issue Price represents a 633.33 per cent. premium to the 0.3p per share conversion price at which the Company's £1.5 million mandatory convertible loan notes ("Loan Notes") were conditionally issued in November 2025 and subsequently approved by shareholders at the General Meeting held on 19 December 2025.

The Board believes that the pricing of the Subscription is in the best interests of the Company and its shareholders as a whole. However, Amigo's shareholders have not specifically approved the terms of the offer or placing at that discount. Securing immediate capital certainty from committed partners allows the Company to maintain its robust trajectory in Africa while validating the value-accretion achieved since the transition into the mining sector began.

Use of Proceeds

The earlier capital raise of approximately £1.68 million - raised through the Loan Notes and the WRAP raise - has been systematically deployed to establish the Company's base operational platform in Tanzania.

The Board intends to utilise the net proceeds of the Subscription to provide the Group with general working capital as well as supporting a possible initial reverse transaction ("Reverse") which the Company continues to seek (as reported as its intention back in October when Mr Ransley first joined the Company as a consultant) likely to be within the mining sector. It is emphasised that as of this time, no such terms have been agreed for such a possible Reverse and a further announcement will be made as and when they are. In the meantime, there can be no certainty that a Reverse will take place.

Share Authorities

The Subscription Shares are being issued to new and existing shareholders (some of which were introduced by Clear Capital Markets) under the existing share authorities granted to the Directors at the Company's Annual General Meeting held on 2 March 2026. Specifically, the issuance utilizes the authorities to allot shares for cash on a non-pre-emptive basis pursuant to Resolutions 16 and 17.

Admission and Settlement

Application will be made for the Subscription Shares to be admitted to the Equity Shares (Commercial Companies) category of the Official List and to trading on the main market of the London Stock Exchange ("Admission").

It is expected that Admission will become effective and that unconditional dealings in the Subscription Shares will commence at 8:00 a.m. on or around 8 June 2026. The Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing ordinary shares.

Total Voting Rights (TVR)

Following Admission, the Company's enlarged issued share capital will comprise 1,329,798,836ordinary shares of 0.25p each. The Company holds no shares in treasury. Therefore, the total number of voting rights in the Company is 1,329,798,836.

The above figure of 1,329,798,836 may be used by shareholders as the denominator for the calculations by which they will determine if 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.