Working Capital Loan

In brief · summary, not quotable

Ashington Innovation plc has drawn an additional £70,000 from an unsecured, interest-free loan facility with a Director, increasing the total facility to £250,000 and extending the repayment date to December 31, 2027. This facility, which had £168,230 drawn by June 30, 2026, is intended to provide working capital for ongoing operating costs, particularly in light of recent Heads of Terms with WMGL Group. The independent Board of Directors has deemed the terms fair and reasonable for shareholders, despite not being standard market terms due to the absence of interest and security.

Full announcement

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Ashington Innovation plc (LON: ASHI), a special purpose acquisition company listed on the Main Market of the London Stock Exchange under the Equity shares (shell companies) category, announces that it has made a further draw down of £70,000 ("Loan") from the unsecured, interest-free loan facility (the "Facility") which was entered into with Jason Smart, a Director of the Company (the "Lending Director") in December 2025, details of which are set out in the 2025 Annual Report and Accounts. In addition, the Company announces that it has increased the Facility from £200,000 to £250,000 and extended the original repayment date from 31 December 2026 until 31 December 2027.

Background and Terms of the Loan

The Facility has been amended, and now provides the Company with a principal amount of up to £250,000 for general working capital purposes, of which £118,230 had been drawn at 31 December 2025 and £168,230 by 30 June 2026. The Facility repayment date has also been extended to 31 December 2027. On 10 August 2026, the Company announced that it had entered into non-binding, conditional exclusive Heads of Terms with WMGL Group, and, as a result, the Company now needs additional working capital. The funds will be deployed to support the Company's ongoing operating costs.

The core terms of the Loan are as follows:

Principal Value: £70,000
Interest: The Loan is interest-free.
Security: The Loan is unsecured.
Repayment: The Loan is repayable on demand, but not before 31 December 2027.
Conversion: The Loan contains no rights of conversion into equity, warrants, or options of the Company.

Related Party Transaction Assessment

The Lending Director is a related party of the Company under DTR 7.3.2R. As the principal amount of the Loan exceeds 5% of, inter alia, the Company's latest published gross assets, the transaction constitutes a material related party transaction pursuant to DTR 7.3.

The independent Board of Directors (comprising all Directors excluding the Lending Director) considered the terms of the Loan, and the proposed changes to the Facility outlined above to be fair and reasonable from the perspective of the Company and shareholders of the Company who are not related parties. While an interest-free, unsecured facility structurally benefits the Company's cash runway, it is not concluded on standard arm's-length market terms as a commercial lender would require interest and security.

Accordingly, the independent Board of Directors has approved the transaction. The Lending Director was completely excluded from all board discussions, deliberations, and the formal vote regarding the approval of the Loan.

Fair and Reasonable Statement

The Company confirms that the independent Board of Directors, considers the terms of the Loan, and the amendments to the Facility, to be fair and reasonable as far as the shareholders of the Company are concerned.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.