This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

22 April 2025

Active Energy Group plc

("Active Energy" or the "Company")

Convertible Loan Notes

Active Energy (AIM: AEG, OTCQB: ATGVF), the biomass-based renewable energy company focused on the production and development of next generation biomass products, announces the Company has created 500,000 £1 unsecured interest free convertible loan notes ("CLNs") and has subsequently entered into a formal agreement to issue 200,000 CLNs for a subscription price of £200,000 (the "Wager CLN") from Wager Holdings Limited ("Wager").  The Wager CLN will be used primarily to fund working capital requirements.

The key terms of the CLNs are:

·    up to £500,000 total facility (principal) amount.

·    repayable on or before 31 December 2025.

·    interest free and unsecured.

·    convertible at the discretion of the CLN holder.

·    transferrable and will not be quoted.

·    In part convertible into new ordinary shares of the Company of £0.00035 each ("Ordinary Shares") at a price of £0.0004 per new Ordinary Share so that the new Ordinary Shares deriving from the conversion of the CLNs will not exceed 29.9 per cent of the Company's issued share capital, as enlarged by such conversion

The cash provided via the CLNs will be draw in tranches as required by the Company. An initial tranche of £200,000 has been drawn down on the Wager CLN.

The Wager CLN, which are subject to the terms of the CLN instrument dated 17 April 2025, have a duration to 31 December 2025, are not secured and do not carry a coupon.  The conversion of the CLN will be restricted to ensure that, immediately following such conversion, the new fully paid shares issued to the CLN holder, together with any shares already held by the CLN holder and persons acting in concert (as defined in the Takeover Code), do not carry in aggregate 29.9% or more of the voting rights of the Company. Exceptions to this restriction include conversion as part of a sale of the entire issued share capital of the Company, conversion with Takeover Panel approval or conversion as part of a mandatory offer for the remaining shares in the Company, under Rule 9 of the Takeover Code.

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