Loan Agreement Extensions

The Group is pleased to announce the extension for a further five years of an outstanding unsecured loan agreement and an unsecured convertible loan note, together totalling £2.25 million, that were otherwise due for repayment on 25 February 2025 and 26 February 2025 respectively. The loans help underpin the Regulatory Capital required to support lending as directed under the Isle of Man banking licence regulations.

The independent directors, being all the directors with the exception of Jim Mellon, Denham Eke and Greg Bailey, have negotiated on standard commercial terms the renewal of the £1.0 million loan from Burnbrae Limited ("Burnbrae Loan"), and the renewal of the £1.25 million convertible loan note from Jim Mellon ("Mellon Loan") Both loans shall accrue interest of 7.5% (previously 5.4%) which will be paid quarterly. The conversion rate for the Mellon Loan continues to be 9 pence per Ordinary Share, adjustable in such manner as will be determined by the Group's auditors for such corporate actions as share subdivisions and consolidations. Jim Mellon has confirmed that he is not seeking to exercise his conversion rights as this may trigger an obligation to make a general offer under Rule 9 of the Takeover Code.

AIM Rule 13

As Jim Mellon and Denham Eke are both directors, and Jim Mellon is the 100% beneficial owner, of Burnbrae Limited, the provision of the Burnbrae Loan and the Mellon Loan are Related Party Transactions under the AIM Rules. Accordingly, the independent directors, being Douglas Grant, Greg Jones, John Spellman and James Smeed, consider, after consulting the Group's Nominated Adviser, that the terms of the Burnbrae Loan and Mellon Loan are fair and reasonable insofar as the Group's shareholders are concerned. In forming this view the independent director's took note of the favourable interest rate on the loans when compared to current market rates.