Results of General Meeting and Board Changes
Physiomics plc announced that all resolutions passed at its general meeting, resulting in the appointment of Michael Whitlow, Ian Bagnall, and Nicholas Tulloch to the Board, while Dr. Peter Sargent, Shalabh Kumar, and Dr. Tim Corn were removed. Michael Whitlow, an entrepreneur with over 20 years of experience in financing early-stage companies, joins as Executive Director. Nicholas Tulloch, with over 20 years advising companies on UK capital markets, becomes Non-Executive Chair. Ian Bagnall, a Chartered Accountant with extensive corporate finance and operational leadership experience, joins as Non-Executive Director. Mr. Whitlow holds 12.36% of the company's issued share capital, and Mr. Bagnall holds 3.31%.
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Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions, announces that all resolutions ("Resolutions") put to shareholders at the general meeting, called by Mr Michael Whitlow, held today ("General Meeting") were passed.
As a result, Mr Michael Whitlow, Mr Ian Bagnall, and Mr Nicholas Tulloch have been appointed to the Board. In addition, Dr Peter Sargent, Mr Shalabh Kumar, and Dr Tim Corn, have been removed from the Board with immediate effect.
As previously stated, Dr Peter Sargent will remain as CEO (non-Board) of the Company until 29 May 2026. Furthermore, the outgoing directors have expressed their willingness to facilitate an orderly transition to the incoming directors.
Mr Michael Whitlow - Executive Director
Michael Whitlow is an entrepreneur with over 20 years' experience investing in and financing small cap and early-stage companies. Having started his career in the energy industry, Mr Whitlow has more recently overseen the assembly of a number of resource projects through Axies Ventures Ltd, including operational and corporate developments across the Mediterranean, North America and Australia.
Mr Nicholas Tulloch - Non-Executive Chair
Nicholas Tulloch has advised companies on the UK capital markets for over 20 years, having worked for a number of investment banks and stockbrokers, including Cazenove, Arbuthnot and Cenkos. He previously served as Financial Director and then CEO of Zoetic International plc (now Chill Brands Group plc), overseeing its transition from oil & gas to a CBD-focused quoted business. He subsequently founded Voyager Life plc and, in 2024, led Voyager Life plc's repositioning as Mendell Helium plc. Mr Tulloch is currently a director of Axies Ventures Ltd and re-joined Chill Brands Group plc as a non-executive director in 2024. Mr Tulloch began his career as a solicitor with Gouldens (now part of Jones Day) and holds a Master's degree in law from Oxford University.
Mr Ian Bagnall - Non-Executive Director
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. Mr Bagnall has held senior finance roles across a number of businesses, including within the food sector, and later moved into operational leadership, serving as Managing Director of two food processing businesses. He subsequently held an Executive Board role with Pilgrim Foods, where he oversaw the Retail Division and was responsible for strategic development, commercial operations and business performance.
Further information regarding the appointments of Mr Whitlow, Mr Tulloch, and Mr Bagnall in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies (the "AIM Rules") is set out below.
Results of General Meeting
The results of the poll at the General Meeting are set out in the table below. Each Physiomics shareholder present in person or by proxy was entitled to one vote for each Physiomics share held.
| Resolution | Votes for | Votes against | Total votes | Withheld votes | ||
|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | Number | |
| 1. That Nicholas Tulloch be appointed as a director of the Company with immediate effect. | 177,819,776 | 77.94% | 50,328,272 | 22.06% | 228,148,048 | 3,867,652 |
| 2. That Michael Whitlow be appointed as a director of the Company with immediate effect. | 177,508,328 | 77.91% | 50,328,272 | 22.09% | 227,836,600 | 4,179,100 |
| 3. That Ian Bagnall be appointed as a director of the Company with immediate effect. | 177,508,328 | 77.80% | 50,639,720 | 22.20% | 228,148,048 | 3,867,652 |
| 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. | 179,586,226 | 77.41% | 52,394,272 | 22.59% | 231,980,498 | 35,202 |
| 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. | 179,274,778 | 78.04% | 50,439,720 | 21.96% | 229,714,498 | 2,301,202 |
| 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. | 177,707,733 | 77.89% | 50,439,720 | 22.11% | 228,147,453 | 3,868,247 |
| 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. | 175,276,136 | 76.74% | 53,137,603 | 23.26% | 228,413,739 | 3,601,961 |
Notes:
Any proxy votes which are at the discretion of the Chair have been included in the "Votes Against" total. Please note a vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.
As at the date of the General Meeting, the total number of voting rights in the Company was 453,208,718.
For more information about Physiomics and its services, please visit www.physiomics.co.uk.
Nicholas George Selby Tulloch
The directorships and partnerships currently held by Nicholas Tulloch, aged 53, and over the five years preceding the date of his appointment are as follows:
| Current Directorships | Past Directorships/Partnerships (within the last five years) |
| Mendell Helium plc | Orsus Therapeutics PLC |
| ECR Minerals plc | VoyagerCann Limited |
| M3 Helium Corporation | Orsus Labs Limited |
| Heartlands Industries Limited | Amphora Health Ltd |
| Fetlar Capital Limited | DG Innovate plc |
| Axies Ventures Ltd | U4EA plc |
| ECR Minerals (Australia) Pty Ltd | Chill Brands Group plc |
ECR Minerals (Queensland) Pty Ltd
ECR Digital Limited
Mendell Digital LLC
ECR Minerals (Raglan) Pty Ltd
Nicholas Tulloch was a director between 10 April 2021 and 29 August 2024 at DG Innovate plc which appointed liquidators on 30 April 2025. The estimated total deficiency as regards to creditors is £3,668,556.
Michael Whitlow
The directorships and partnerships currently held by Michael Whitlow, aged 47, and over the five years preceding the date of his appointment are as follows:
| Current Directorships | Past Directorships/Partnerships (within the last five years) |
| Volant Services (VSL) Limited | ECR Minerals plc |
Axies Ventures Ltd
Holding365 Ltd
Ian Russell Bagnall
The directorships and partnerships currently held by Ian Bagnall, aged 61, and over the five years preceding the date of his appointment are as follows:
| Current Directorships | Past Directorships (within the last 5 years) |
| The Maplesden Noakes School | Izzy Bizzy Ltd |
Directors' shareholdings
Mr Whitlow holds a direct interest in the Company issued share capital totalling 56,000,000 ordinary shares, representing 12.36% of the Company's issued ordinary share capital.
Mr Bagnall holds a direct interest in the Company issued share capital totalling 15,000,000 ordinary shares, representing 3.31% of the Company's issued ordinary share capital.
Mr Tulloch does not hold a direct or indirect interest in the Company's issued share capital.
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