NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

15 December 2025

Amigo Holdings PLC

("Amigo" "PLC" or the "Company")

 Appointment of Craig Ransley as a Director and Executive Chair

On 27 October 2025, Amigo announced that:

1)    Amigo had appointed Craig Ransley as a Board Consultant to help the Board the Board explore strategic options for Amigo to remain a listed company, specifically by identifying and pursuing a reverse takeover ("RTO") in the mining sector.

2)    Amigo had agreed that if Craig successfully introduced investors that irrevocably agree to subscribe for a £1.5 million capital raise by Amigo, that it would Amigo will pay Craig a fee of £200,000 and Craig had agreed to use the fee to subscribe for new ordinary shares in Amigo (Fee Shares) at an issue price of 0.3507p per Fee Share. 

3)    conditional on the Fee Share issuance completing, that the Board expected to formally appoint Craig as a Director of Amigo, with the title Executive Chair.

On 14 November 2025, Amigo announced that the condition in 2 above had been met and that Craig would be subscribing for the Fee shares.

On 24 November 2025 and 1 December 2025, Amigo announced: that the Fee Shares had been issued to Stellar Mercator Pte Ltd (company, a based in Singapore, where Craig is the beneficial owner); and admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The work on identifying potential RTO candidates continues to make meaningful progress, which would deliver some value to shareholders that would otherwise not be possible.  However, there can be no certainty that an RTO will take place.

We are pleased to announce that Craig will join the Amigo Board as a Director and Executive Chair, effective from today.

Craig Ransley is an accomplished Australian entrepreneur and executive with over two decades of experience founding, managing, and scaling businesses across the mining, labour hire, and industrial services sectors. Further background information on Craig is set out in the Appendix below. 

Craig is currently Chairman of Stellar Mercator Pte Ltd. He was formerly the Executive Chairman of TerraCom Ltd, Chairman of LSE and ASX dual-listed Universal Coal Plc and Executive Chairman of ASX-listed Mayur Resources Ltd and a Director of NASDAQ-listed Hall Chadwick Acquisition Corp.

Jonathan Roe, outgoing Chair said: "Since October, Craig has served as a Board consultant, supporting the Board in exploring strategic opportunities for Amigo to remain a listed entity - primarily through a potential reverse takeover. We are pleased to announce that Craig now joined Amigo's Board as Executive Chair to further advance these efforts and pursue a value-enhancing outcome for shareholders. While there can be no certainly that a transaction will materialise, Craig's proven track record and the progress made to date have significantly strengthened our prospects of achieving a successful resolution."

Criag Ransley, Executive Chair said: "I have had the pleasure of working closely with the Amigo team over the past few weeks and am delighted to join the Board as Executive Chair at this pivotal moment to shape Amigo's next chapter. A key focus of mine will be exploring the opportunity to reposition Amigo with a focus on gold and rare earth mining opportunities in Africa, principally in Tanzania and Mauritania."

Other than as set out in the Appendix to this announcement, there is no further information which is required to be disclosed pursuant to UKLR6.4.8 in relation to Criag's appointment.

Jonathan Roe, former Chair of Amigo, will remain on the Board and has today been appointed the Senior Independent Director, with specific responsibility for oversight of corporate governance. 

Following the appointment of Craig, the total number of Directors on Amigo's Board will consist of two independent Non-Executive Directors, including the former Chair, and two Executive Directors.

APPENDIX

Craig founded the TESA Group in 2000, a successful labour hire and services company that he grew and sold to the Skilled Group. He subsequently entered the resource industry, founding NuCoal Resources Ltd and overseeing its listing on the Australian Securities Exchange (ASX). He also co-founded ResCo Services Pty Ltd, where he served as Chairman.

Craig's most extensive involvement is with TerraCom Ltd (ASX: TER), which he founded in 2009 and served in various roles ranging from Managing Director to Executive Chairman. Under his leadership, TerraCom extended the operational life of the flagship Blair Athol Mine in Queensland and achieved significant reserve expansion. Craig resigned as a director of TerraCom Ltd on 8 July 2022.

During his tenure, Craig was instrumental in growing TerraCom into a company that achieved a market capitalization in excess of one billion AUS dollars. Craig has also acted as Chairman of Bluestone Global Ltd, Chairman of LSE and ASX dual-listed Universal Coal Plc, and as Executive Chairman of ASX-listed Mayur Resources Ltd, where he managed coal and renewable energy projects.

With a background in the mining, natural resources, and energy sectors, Craig has extensive experience in resource development, strategic planning, and public company governance, positioning him to contribute significantly to the evaluation of potential targets in these sectors.

Further UKLR 6.4.8 disclosures 

Potter Resources Pty Ltd

Australian Company Number (ACN): 090 470 563

Director and Secretary (from 9 November 1999 until 2 August 2004)

Potter entered into a creditors' voluntary winding up on 4 February 2005 (within 12 months). John Ross Lindholm was appointed liquidator

Summary of Public Proceedings Involving Craig Ransley where Craig was found not guilty of all charges

1. ASIC civil proceedings (February 2023) - Judgment in Craig's favour

TerraCom is an ASX-listed company in the mining sector. TerraCom operates the Blair Athol coal mine in Clermont, Queensland, as well as having operations in South Africa. 

On 28 February 2023, ASIC commenced civil penalty proceedings in the Federal Court against TerraCom Limited, Craig and other individuals.

ASIC alleged that Craig and the other individuals authorised or permitted false or misleading information to be given to the ASX and failed to act with the requisite degree of care and diligence in the discharge of their duties as directors and officers of TerraCom.

The Federal Court dismissed ASIC's proceedings against Craig and the other individuals. ASIC's proceedings against TerraCom regarding whistleblower victimisation have also been resolved.

2. New South Wales Independent Commission Against Corruption (ICAC) criminal proceedings - Judgment in Craig's favour

The Independent Commission Against Corruption (ICAC) is the statutory anti-corruption body for New South Wales, Australia, investigating corruption in the public sector and, under certain circumstances, the private sector, as defined by the ICAC Act 1988.

In 2013 the ICAC investigated the non-tendered granting of a coal exploration licence for the Doyles Creek mine in the Hunter Valley. The ICAC alleged that Craig was set to make a significant personal profit as a result of the grant of the licence and that he had made misleading statements regarding the mine application. The ICAC referred its findings to the Director of Public Prosecutions to consider criminal charges against Craig and other parties.

In 2017-18. Craig was found not guilty on all 4 charges. The handling of the case and its ultimate failure in court led to substantial criticism of the ICAC's powers and procedures.

Contacts:

The person responsible for this announcement is Nicholas Beal, Company Secretary.

About Amigo Holdings PLC

Amigo is a public limited company registered in England and Wales with registered number 10024479. The Amigo Shares are listed on the Official List of the London Stock Exchange.