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Snorkel Investment Update

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Tanfield Group Plc has provided an update on its investment in Snorkel International Holdings LLC, valued at £19.1m, confirming that a court has granted its motion for certification of prior orders as final. These orders established that Snorkel must fulfill its contractual obligations to acquire Tanfield's 49% interest, including payment of the Priority Amount and Preferred Return, which amounted to approximately $25m as of September 30, 2018, plus an Option Price. The remaining dispute concerns the calculation of this Option Price, with a trial scheduled for April 2026, though a deferral is expected.

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The Board of Tanfield (the "Board") is pleased to update the market on its investment in Snorkel International Holdings LLC ("Snorkel"), the aerial work platform business.

Investment Background

  • Tanfield is a 49% member of Snorkel following the joint venture between the Company and Xtreme Manufacturing LLC ("Xtreme") (the "Contemplated Transaction"), a company owned by Don Ahern of Ahern Rentals Inc ("Ahern Rentals"), relating to Snorkel, in October 2013.
  • The Snorkel investment is valued at £19.1m. The outcome of the US Proceedings referenced below could have an impact on this valuation.
  • On 22 October 2019, the Company announced that it had received a Summons and Complaint, filed in Nevada (the "US Proceedings") by subsidiaries of Xtreme, SKL Holdings LLC ("SKL") and Snorkel, relating to the terms of the Contemplated Transaction.
  • On 19 May 2025, the Company announced that the Court granted its motion for partial summary judgement concerning the contractual obligations of Snorkel under the agreements of the Contemplated Transaction (the "Contract"). In doing so, the Court confirmed that the Company's 49% interest in Snorkel cannot be acquired for $0 (nil), as alleged by Xtreme.
  • On 26 November 2025, the Company announced that the Court granted its further motion for partial summary judgement, confirming that because Snorkel did exercise its Call Option in November 2018, it must fulfil the contractual obligations to acquire the Company's 49% interest in Snorkel, consisting of payment of the Priority Amount and Preferred Return (collectively the "Preferred Interest") plus the Option Price, a calculation derived from the EBITDA of Snorkel at that time of exercise.

Update on the US Proceedings

As reported on 22 October 2019, the Company received a Summons and Complaint, filed by subsidiaries of Xtreme, relating to the Contemplated Transaction. In which it was alleged that, pursuant to issuing a Call Option Notice in November 2018, Xtreme can acquire Tanfield's 49% interest in Snorkel for $0 (nil) and specifically, that payment of the Preferred Interest, which on 30 September 2018 amounted to approximately $25m, was not required. The Board disagreed and has always vigorously defended its position, including asserting its own counter claims against companies Snorkel, SKL, Xtreme and Ahern Rentals, and against individuals Don Ahern, Charles Brooks and Matthew Elvin, as directors and officers of some / all the aforementioned companies.

As reported on 19 May 2025 and 26 November 2025, the Court granted the Company's motions for partial summary judgement in relation to confirming the terms of Snorkel's Call Option, and confirming that as Snorkel exercised its Call Option in November 2018, it must perform and fulfil its obligations under the terms of the Contract, which require Snorkel to acquire Tanfield's 49% interest by paying the Preferred Interest plus the Option Price (the "Prior Orders").

While the value of the Option Price remains a disputed issue that will progress to trial, the Company believed that all matters relating to Snorkel's requirement to pay the Preferred Interest were now settled by the Court, and as such on 9 January 2026 the Company filed a motion for certification of the Prior Orders as final. On 27 February 2026, the court granted the Company's motion and certified the Prior Orders as final (the "Certification").

The only matter now remaining in relation to the exercise of the Call Option is to ascertain what is the value of the Option Price, which could be as low as £0 (nil), or it could be a positive value which would also be owed to the Company as part of the performance of the Call Option exercise to acquire our 49% membership. The trial is currently scheduled to commence in April 2026, but the Board expects this date to be deferred by at least two months.

The Board views the Certification to be a very important step towards fully resolving the US Proceedings and it continues to believe that further positive outcomes in relation to the Option Price and other matters are possible.

Further updates will be provided to Shareholders in due course.

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

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