Potential Acquisition & Exploration Update

7 September 2026

Focus Xplore PLC

('Focus Xplore', the 'Company' or the 'Group')

Update on Potential Acquisition

& Canadian Exploration Activities

Focus Xplore PLC (AIM: FOX), the minerals exploration and development group, today provides an update on its Canadian exploration activities, including the signing of non-binding, conditional heads of terms in respect of a proposed acquisition of a portfolio of five greenfield gold exploration properties in Canada.

Heads of Terms to acquire Five early-stage Gold Properties

In the Chairman's statement at the Company's Annual General Meeting on 6 August 2026, the Board set out its intention to rebuild the Group's activities in early-stage gold opportunities.  The Company is pleased to announce that conditional heads of terms have recently been signed in respect of the proposed acquisition of the entire issued share capital of Nova Aurum Exploration Limited ("Nova Aurum") and 1597320 B.C. Ltd ("159 BC" and, together with Nova Aurum, the "Target Companies"), which together hold, directly or indirectly, a portfolio of five gold exploration properties in Canada (the "Gold Portfolio"). This Gold Portfolio should, following completion, complement the Company's existing lithium and rare earth projects in Canada, where it can leverage its existing in-country expertise.

The Target Companies are being acquired from Martlet Geoscience Ltd ("Martlet"), a company incorporated in England and Wales (company number 15202874), and Praetor Exploration Inc. ("Praetor"), a company incorporated in Newfoundland and Labrador, Canada (company number 101054) (together, the "Vendors"). Martlet holds 100 per cent. of the issued share capital of Nova Aurum and 50 per cent. of the issued share capital of 159 BC, with the remaining 50 per cent. of 159 BC held by Praetor. Martlet is beneficially owned and controlled by Jack Dann, who accordingly holds, indirectly through Martlet, a 100 per cent. interest in Nova Aurum and a 50 per cent. interest in 159 BC. Preator is beneficially owned and controlled by Jay Kinden.

The Gold Portfolio

The Gold Portfolio comprises five greenfield gold exploration properties totalling approximately 8,644 hectares across two Canadian provinces - approximately 4,275 hectares in Newfoundland and Labrador and approximately 4,369 hectares in Ontario - being:

●     the O'Brien Gold Property, Central Newfoundland, extending to approximately 2,100 hectares, held by 159 BC;

●     the Canada Bay Gold Property, north-east Newfoundland, extending to approximately 2,175 hectares, held by 159 BC;

●     the Clarkdon Gold Property, north-west Ontario, extending to approximately 1,800 hectares, held by Nova Aurum;

●     the Garden Gold Property, north-west Ontario, extending to approximately 1,384 hectares, held by Nova Aurum; and

●     the Kearns Gold Property, north-west Ontario, extending to approximately 1,185 hectares, held by Nova Aurum.

The individual properties are early stage with limited historical exploration data, thus offering significant exploration upside.  Further details of the individual properties along with an agreed work programme for their development will be provided on completion of the proposed acquisition.

Consideration

The proposed consideration for the Gold Portfolio comprises:

●     £75,000 in cash, payable following completion of the Fundraising referred to below;

●     a further £50,000, payable on the achievement of certain exploration milestones within 24 months of completion and settleable, at the Company's election, in either cash or new ordinary shares; and

●     new ordinary shares representing, in aggregate, 15 per cent. of the enlarged issued ordinary share capital of the Company on completion, of which 10 per cent. would be issued on completion and 5 per cent. on the achievement of certain exploration milestones within 24 months of completion.

The consideration shares issued on completion would be subject to an 18-month lock-in, and any milestone consideration shares to a 12-month lock-in from the date of issue, in each case with orderly market arrangements thereafter.

Conditions and Next Steps

The proposed acquisition of the Gold Portfolio ("Acquisition") remains subject to, amongst other things, the satisfactory completion of due diligence, execution of definitive transaction documentation, formal Board approval, completion of a fundraising and compliance with all applicable legal and regulatory requirements, including the AIM Rules for Companies.

Work will now commence on the drafting of the necessary legal agreements and on finalising the remaining elements of due diligence. There can be no certainty that the Acquisition will complete, nor as to the terms on which it may complete. A further announcement will be made in due course as appropriate.

Proposed Board Appointment and Technical Support

It is expected that on completion of the Acquisition, Jack Dann, who holds, indirectly through Martlet, a 100 per cent. interest in Nova Aurum and a 50 per cent. interest in 159 BC and who accordingly has the majority beneficial interest in the Gold Portfolio, will join the Board of the Company as Chief Geological Officer, leading the Company's exploration activities and bringing direct geological knowledge of the Gold Portfolio. Jack Dann is a geologist with international exploration experience across a range of commodities, with a particular focus on uranium and gold. He is Technical Director for Fermi Exploration Ltd, and has previously worked at AIM-listed Power Metal Resources plc, working across its global multi-commodity portfolio. He holds an MSc in Earth Science from the University of Ottawa, and an MGeol in Geology from the University of Plymouth.

Further details of any such appointment would be announced in accordance with AIM Rule 17 in due course.

Existing Canadian Projects' Exploration Programme

As announced in the Company's audited results to December 2025, a number of licences areas had been allowed to lapse such that, at the end of June 2026, the Company's Canadian exploration activities had narrowed to three lithium projects (Pearl, Biscuit Creek and Iva), one rare earth project (Bay Road) and one uranium project.  The last, White Pine White Pine has a minimum spend of C$163k by end of September having undertaken a cost benefit analysis of the project and coupled with the Company's strategy to refocus on early stage gold exploration , the Board have resolved to let this property  lapse. 

With the weather hampering exploration activity in Canada over the winter season and with various renewal dates for the properties ranging from December 2026 to June 2027, the Company is finalising a work programme across the remaining four properties, where the Board believes there is good potential for creating shareholder value. A small-scale rock sampling programme from untested, potentially fractionated granites in the south of the Biscuit Creek property, which is untested to date, has been recently commissioned.  A work programme of prospecting and systematic sampling is being put together for the Pearl Property, on the western side of the lakes where sediment sampling has returned elevated results for lithium, caesium and beryllium.  This area is untested to date and is where the Company considers the untested pegmatite trend inferred through LiDAR interpretation to represent an attractive target.  At Bay Road, a systematic sampling programme is planned for the East of the property to delineate potential buried mineralisation in an area of previously elevated rare earth element results.  Limited fieldwork was completed on Iva in 2025, principally in the west of the property,which returned results below the threshold of economic interest, and that area has been surrendered; the company is considering next steps for exploration elsewhere on the property. .

David Russell, Executive Director of Focus Xplore, commented:

"In line with the Board's strategy of pursuing a more concentrated approach to its exploration activities, we have taken the necessary decisions to focus the Group's resources on the parts of our existing portfolio offering the clearest path to value, retaining the Pearl, Iva and Biscuit Creek lithium projects and the Bay Road rare earth element project, each of which has produced encouraging early indications of fertile, fractionated granite geochemistry, whilst allowing our weaker legacy licences to lapse.

We also stated our desire to anchor this approach with our historical interest in gold opportunities, and it is therefore good news to have signed heads of terms to acquire five gold properties in Canada. These properties give the Group a meaningful, early-stage gold exploration position in two established Canadian jurisdictions. There is a good deal of work still to do before a transaction can be finalised, but this is a clear step towards re-building shareholder value.

We are also delighted that, subject to completion, Jack Dann is expected to join the Board as Chief Geological Officer. Jack brings direct, first-hand knowledge of the gold properties together with over a decade of international exploration experience, particularly in Canada, and his technical leadership will be invaluable as we advance our Canadian activities and assess opportunities in other jurisdictions as the portfolio develops."

This announcement contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation (EU 596/2014 as it forms part of retained EU law).

TECHNICAL GLOSSARY

**ENDS**

Enquiries:

David Russell

Focus Xplore PLC - Executive Director

[email protected]

James Biddle / Roland Cornish

Beaumont Cornish Limited - Nominated Adviser

+44 (0) 207 628 3396

Jason Robertson

First Equity Limited - Corporate Broker

+44 (0) 207 374 2212

Corporate Website: www.focusXplore.com    LinkedIn: Focus Xplore PLC    X: @focusXplore

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.