Update on Funding Arrangements and CLNs

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH (AS AMENDED [BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310)) IS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

6 March 2026

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Update on Funding Arrangements and CLNs

Further to the Company's announcement on 1 December 2025, the Directors of BIH provide an update on the Company's funding arrangements including Convertible Loan Notes.

Funding Arrangements and Related Party Transaction

As announced on 1 December 2025, Zarara Energy Limited ("ZEL"), the Company's 60% shareholder, which in March 2025 provided a bridge loan facility of up to £248,375.34 (to be drawn down in tranches) to assist with the Company's working capital requirements (the "Loan Facility"), informed the Company of some short term liquidity issues arising from an earlier loan (US$1.5 million) which ZEL made to an acquisition target, such that it had not been able to meet its commitments to the Company under the Loan Facility. The Company has been informed by ZEL that the loan money is not yet fully recovered but that ZEL is confident that it will be sufficiently recovered by 31 March 2026 to enable full funding availability under the Loan Facility. Additionally, earlier today, ZEL agreed to increase the total amount available under the Loan Facility by £145,250 to £393,625.34 to cover certain specified additional corporate and regulatory costs due in the first six months of 2026 and to extend the repayment date from the current repayment date of 30 June 2026 (or earlier date of an equity fundraising carried out in conjunction with a reverse takeover transaction) to 31 December 2027 (or earlier such equity fundraising date) (the "Additional Loan Facility"). The Company has drawn down approx. £44,230 under the Additional Loan Facility. Furthermore, the Company has been informed by ZEL that it will be able to recommence further drawdowns under the Loan Facility (as increased) shortly so that it can recommence payments to its creditors.

By virtue of ZEL holding of 60% of the issued share capital of the Company, ZEL is a 'related party' for the purposes of the Disclosure Guidance and Transparency Rules ("DTRs"). The variation deed relating to the Additional Loan Facility constitutes a 'material related party transaction' for the purposes of DTR 7.3. Considering the Company requires funds to cover its ongoing working capital requirements, Christopher Pitman and Borden James, the two Directors of BIH who are independent of ZEL, consider that the terms of such 'related party transaction' are fair and reasonable insofar as the shareholders of BIH are concerned and accordingly have approved the execution of the variation deed for the Additional Loan Facility. Said Mbarak Al Digeil and Abdulmunim Sultan Said Bin Brek, the nominee Directors of ZEL, did not participate in the approval of, or vote on, such transaction.

Convertible Loan Notes

Furthermore, the Company announces that the 'Final Repayment Date' of all outstanding convertible loan notes issued by the Company, being:-

-         £30,000 nominal zero coupon convertible unsecured loan notes 2025 of the £125,714 nominal of such loan notes originally issued on 12 April 2021 (as subsequently varied);

-         £51,000 nominal zero coupon convertible unsecured loan notes (No. 2) 2025 of the £251,000 nominal of such loan notes originally issued on 7 July 2021 (as subsequently varied);

-         £147,857 nominal zero coupon convertible unsecured loan notes (No. 3) 2025 originally issued on 27 April 2022 (as subsequently varied);

-         £23,217.64 nominal zero coupon convertible unsecured loan notes (No. 4) 2025 originally issued on 3 January 2024 (as subsequently varied); and

-         £246,982.20 nominal zero coupon convertible unsecured loan notes (No. 5) 2025 originally issued on 29 November 2024;

(together the "CLNs") expired on 31 December 2025 without repayment of the CLNs by the Company. The Company has agreed, subject to the execution of final/definitive documentation, with the CLNs holders about reinstating the CLNs with, inter alia, an extended 'Final Repayment Date' and conversion price equal to the average BIH share price over the last 30 days. A further announcement will be made once documentation has been executed.

The Board of the Company has identified the need for additional general working capital of approx. £150,000 which will need to be financed for example in conjunction with any potential acquisition/reverse takeover discussions.

It should be noted that the ongoing financial viability of the Company is dependent upon the successful conclusion and implementation of these arrangements or potential acquisition.

Status regarding Potential Acquisition

The Board is in early discussions with an oil & gas/energy company about a potential acquisition by the Company, which still require further time to conclude. The Company will make further announcement(s) if, and as soon as, transaction terms are agreed.

For further information, please contact:-