This is a Reach (i.e. non-regulatory) announcement and the information contained is not considered to be material or to have a significant impact on management's expectations of the Company's performance

10 March 2026

Active Energy Group plc

("Active Energy", the "Company" or the "Group")

Proposed Acquisition of Ghummud Grid Connection Asset - Heads of Terms Signed

Active Energy (AIM: AEG - OTID: AEUSF) announces that it has signed binding Heads of Terms ("HoTs") in relation to the proposed acquisition of the Ghummud Site in Abu Dhabi ("Ghummud" or the "Asset"), subject to the completion of customary due diligence.

The Asset comprises a 3.5 megavolt-ampere ("MVA") live grid connection with an active transformer and associated electrical infrastructure, providing approximately 2.975 megawatts ("MW") of available load.

The Asset is non-operational and does not comprise revenue-generating activities. It consists solely of the energised grid connection and related electrical infrastructure and land.

Following completion, the Company intends to overlay its modular digital infrastructure layer onto the site and provide access to ultra-low-cost power under structured off-take agreements. The Company's strategy is to act as the provider of:

·      energised grid connections;

·      modular digital infrastructure deployment;

·      access to ultra-low-cost power; and

·      structured off-take agreements for contracted clients.

The proposed acquisition represents a bolt-on infrastructure transaction aligned with Active Energy's digital energy strategy.

Subject to further technical investigation and confirmation of available load capacity on the surrounding grid network, there may be an opportunity to upgrade the grid connection and increase available capacity.

Consideration

Total consideration for the proposed acquisition is £2m structured as follows:

Equity - £1.0m

To be satisfied by the issue of new ordinary shares in Active Energy at 0.11 pence per new ordinary share ("New Shares") (or such higher price as may be agreed), subject to the required shareholder authorities to allot new Shares.

The issue price represents a premium to both the Company's 30-day volume weighted average price ("VWAP") of approximately 0.095 pence per ordinary share and the most recent closing market price of 0.08 pence per Share, being 9 March 2026.

The New Shares issued as part of the equity consideration will be subject to a 12-month lock-in. The Board believes this structure closely aligns the vendor with Active Energy's long-term growth strategy and demonstrates confidence in the Company's ability to scale its energy and digital infrastructure platform.

The Company retains discretion to adjust the equity component or utilise a capped convertible instrument if required.

Deferred Cash - £1.0m

·      £0.5m payable 6 months post-completion; and

·      £0.5 payable 12 months post-completion.

Net operating profit generated during the first 12 months post-completion will be applied against the final deferred £0.5m consideration until satisfied. This structure allows the asset to contribute directly to funding its own acquisition during the first year of operation, preserving the Company's cash resources and limiting potential dilution to existing shareholders.

Based on the total consideration of £2m for 3.5 MVA of capacity, the acquisition equates to approximately £0.57m per MW. The Board believes this represents a highly attractive entry point compared to equivalent grid connection and substation deployment costs in the UK, which typically range between £1m and £1.5m per MW, depending on location, grid constraints and development complexity.

At mid-range UK deployment benchmarks, the proposed acquisition represents approximately a 50% cost saving versus new-build infrastructure, while also delivering immediate energised capacity, a deferred payment structure, and the use of Company equity issued at a premium to the current market price. The Board believes this transaction structure demonstrates strong capital discipline while enabling the Company to scale its energy infrastructure platform efficiently.

Potential Revenue

Once fully built out, operational and utilising the available 2.975 MW capacity, the Board believes the Ghummud site has the potential to generate approximately US$1,850,000 million per annum in gross revenue.

Subject to final allocation of capacity between contracted counterparties, including arrangements under the Company's existing Letter of Intent and other off-take clients, the Company expects the site could generate approximately US$850,000 per annum in free cash flow at steady state. This equates to a 3-year payback period.

These figures represent internal estimates only and are based on current power pricing assumptions, anticipated utilisation rates and expected operating costs. There can be no guarantee that these revenue or cash flow levels will be achieved.

Conditions and Status

The HoTs are binding (save for confidentiality and governing law), and remain subject to the completion of customary due diligence and the execution of definitive agreements.

Further announcements will be made as and when appropriate.

Paul Elliott, CEO of AEG, commented:

"This is precisely the type of infrastructure asset we are targeting - live grid connections that allow us to deploy our modular digital infrastructure rapidly and efficiently. We are not acquiring legacy operations; we are securing scalable, energised capacity.

The structure of this transaction is equally important. By utilising the company's equity at a premium to the current market price, strategically and deferring cash consideration, we are funding growth in a disciplined manner that protects our balance sheet and limits unnecessary dilution, while positioning the Company to scale its digital energy platform."

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