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.

1 June 2026

Caledonian Holdings PLC

("Caledonian" or the "Company")

Completion of acquisition of Aspire Commerce Group Limited

Transformational acquisition accelerates execution of Caledonian's strategy to build an integrated financial services group

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, is pleased to announce the completion of the acquisition of the entire issued share capital of Aspire Commerce Group Limited ("Aspire") (the "Acquisition").

Under the terms of the Acquisition, Caledonian has acquired Aspire for a nominal cash consideration implying an enterprise value of £9.33 million on completion.

The Acquisition has completed following receipt of Financial Conduct Authority ("FCA") change in control approval and shareholder approval at the Company's recent annual general meeting.

Aspire is a payments, foreign exchange and trade finance business operating through Aspire Lending Limited and Aspire Payments Limited. Aspire Payments Limited is authorised and regulated by the FCA as a Small Electronic Money Institution.

Strategic highlights

·    Step change in scale and capability. The Acquisition materially strengthens Caledonian's financial services offering and operational infrastructure and marks a step change in the scale and ambition of the business.

·    Significant new funding capacity. The transaction provides Aspire with access to an initial additional funding line of up to £30 million, providing substantial new capacity to accelerate growth initiatives.

·    Multiple funding channels. The Acquisition is expected to broaden access to further funding lines, enhancing Caledonian's ability to deploy capital in high-value opportunities.

·    Rapidly expanding pipeline. Aspire has an active customer pipeline of approximately £12.5 million, together with strong momentum expected to drive a material uplift in near-term activity.

·    Value-enhancing strategic fit. The Board believes the combination of Caledonian's public market platform and financial services strategy with Aspire's proprietary technology, regulated infrastructure and operational capabilities creates a compelling platform for future growth, with the potential to deliver shareholder value through increased scale, capability expansion and operational leverage.

The Acquisition provides Caledonian with:

·    a regulated payments business;

·    established customer and transaction infrastructure;

·    capabilities across payments, foreign exchange and trade finance; and

·    proprietary technology supporting customer payments, foreign exchange transactions and working capital solutions.

Operational highlights

Aspire's electronic payment account and foreign exchange services commenced commercial operations in May 2024, with trade finance operations launching in May 2025.

To date, Aspire's growth has been achieved with limited external marketing activity and under significant capital constraints. Despite this, the business has established a growing customer base, increasing transaction volumes and active utilisation of its trade finance facilities.

Key operational metrics for Aspire as at May 2026

•     128 live customers utilising Aspire's electronic payment account, foreign exchange and payment services;

•     more than 7,300 customer transactions processed;

•     customer payment flows of approximately:

o £57.3 million GBP;

o €24.3 million EUR; and

o $1.3 million USD.

•     approximately £1.0 million of live trade finance facilities with customers, representing around £1.7 million of financing flows during the period; and

•     an active trade finance pipeline of approximately £12.5 million.

These metrics demonstrate that Aspire has established active customer relationships across payments, foreign exchange and trade finance services and has generated meaningful transaction activity despite operating with limited capital resources during its initial growth phase.

In addition, Aspire has agreed the migration of a trade finance portfolio from a competing provider representing approximately £6.0 million of facilities, with potential for further growth.

The portfolio includes approximately £20.0 million of historic trade finance flows. The team previously responsible for managing those customer relationships has joined Aspire, providing continuity for customers and additional expertise within the business.

Debt arrangements

In conjunction with completion of the Acquisition, revised arrangements have been agreed with Aspire's existing debt provider in relation to the existing £9.33 million of indebtedness in Aspire.

The revised arrangements include:

•     discounted early repayment provisions, under which Aspire may repay the existing indebtedness at a discount, with the discount reducing from approximately 20% after one year and tapering to nil after five years;

•     a significantly extended repayment profile; and

•     materially reduced near term cash flow requirements.

These arrangements provide greater financial flexibility and support Aspire's continued commercial development as part of the Caledonian group.

Adam Rigler, CEO of Aspire Commerce Group Limited, commented:

"The Aspire team is delighted to become part of the Caledonian group.

Aspire has established capabilities across payments, foreign exchange and trade finance and we believe the business is well positioned for further growth. We have significant trade finance capacity available, a growing pipeline of opportunities and a trade finance portfolio migration already underway.

We also see substantial opportunities to expand the reach of Aspire's products and services across the wider Caledonian group."

Keith Barclay, Investment Director of Caledonian Holdings PLC, commented:

"The completion of the Aspire acquisition is a transformational milestone for Caledonian.

Aspire has established a growing financial services business across payments, foreign exchange and trade finance, with increasing transaction volumes, an expanding customer base and a meaningful commercial pipeline.

Much of Aspire's development to date has been achieved under capital constraints. Through access to additional funding capacity, regulatory infrastructure and public market support, we believe the business is well positioned to expand its activities and pursue the opportunities already identified within its existing pipeline."

About Aspire

Aspire provides payment accounts, foreign exchange and trade finance services to business customers through Aspire Payments Limited and Aspire Lending Limited. Its proprietary technology and operational infrastructure support customer payment flows, foreign exchange transactions and working capital solutions.

Aspire's historic financial results reflect substantial investment in regulatory approvals, technology development, operational infrastructure and the establishment of the business.

For the year ended 31 December 2024, Aspire generated audited revenue of £36,057 and reported a loss before tax of £4,026,302. As at 31 December 2024, Aspire's audited net liabilities were £4,946,750.

For the year ended 31 December 2025, Aspire generated unaudited revenue of £123,891 and reported a loss before tax of £3,581,742. As at 31 December 2025, Aspire's unaudited net liabilities were £8,528,492. The historic losses principally reflect investment in regulatory approvals, technology development and business establishment costs incurred prior to commercial scaling.

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