Amigo AGM: Shareholders OK Amigo Resources PLC Name Change, Pivot to Tanzania Mining Strategy

Amigo (LON:AMGO) outlined its transition to a new natural resources strategy and reviewed the completion of its legacy wind-down at its 2026 Annual General Meeting in Bournemouth, with shareholders also approving a change of name to Amigo Resources PLC and other resolutions via proxy voting.

Board attendees and meeting overview

The meeting was chaired by non-executive director Jonathan Roe, the company’s former chair, who said he had been asked to chair the AGM following the absence of Craig, who sent apologies and was described as focusing on developing the company’s mining prospects in Tanzania. Chief executive officer and company secretary Nick Beale and head of financial reporting Mark Hamer also presented, while non-executive director Andy Chee joined via Zoom. The company confirmed a quorum was present and that the notice of meeting had been dispatched to shareholders on Jan. 29, 2026.

Shift toward mining opportunities and recent funding

Roe said the company has been “rapidly transformed” since Craig joined in December, describing progress in establishing a new business focused on mining opportunities.

He highlighted a December fundraising totaling £1.68 million, consisting of £188,000 raised through a retail offer that was described as 4.7 times oversubscribed, and £1.5 million raised via mandatory convertible loan notes. Roe also said the company put in place a “new tax-efficient group structure” in the UAE and Tanzania and secured exploration licenses.

He added that “technology-led mineral surveys” were underway with in-country mineralogist AK Corporation, and that the company’s Dubai subsidiary had signed a memorandum of understanding with Magnus Lamps Inc., headquartered in Palo Alto, for the development of “robotic miners.” Roe said management was focused on deploying limited resources to maximize value creation and reiterated that the company was focused on executing its exploration strategy and building shareholder value.

Recap of legacy wind-down and key corporate events since 2024

Beale provided a timeline covering the 18-month accounting period ending Sept. 30, 2025. He said Jim McColl was appointed as a strategic consultant in March 2024, became a non-executive director in September 2024, and stepped down from the board in February 2026 to focus on a new Challenger Bank. Beale said the company was “thankful” for McColl’s contribution to the company’s “survival.”

He said that in April and May 2024, Amigo attracted £237,000 of new equity by placing 95 million shares at par value of 0.25 pence per share. Beale said the equity raise extended the PLC’s life and enabled operating subsidiaries to waive £71 million of debt owed by the PLC, which he said would otherwise have left the PLC facing insolvency when the operating subsidiaries were placed into liquidation in September 2025.

Beale said the wind-down was “substantively completed” by summer 2025, allowing the group to hand back its FCA lending permissions. He noted that CEO and CFO Kerry Penfold resigned from the board in May 2025, and non-executive director Michael Bartholomeusz also stepped down at that time.

In August and September 2025, Beale said the Scheme of Arrangement was completed and the old operating subsidiaries were placed into insolvent liquidation, leaving the PLC as a cash entity with about £460,000 of net cash resources at the end of September 2025. Beale said Craig subsequently chose Amigo as a vehicle for a new natural resources business focused on gold and rare earth mining opportunities in Tanzania and Mauritania.

He also described Craig’s initial engagement as a consultant, including an agreement to pay him £200,000 if he secured £1.5 million of new risk capital, and said Craig agreed to use that consultancy fee to subscribe for 57 million shares at £0.0035 per share. Beale said the risk capital was secured via mandatory convertible loan notes, and that on Dec. 19, 2025, shareholders approved the issuance of 500 million new shares at £0.003 per share upon conversion, alongside a Winterflood retail offer for 62.7 million shares at the same price.

Financial reporting: scheme payments, cost reductions, and standalone structure

Hamer said the board changed the accounting reference date in March 2025 from March 31 to Sept. 30 “in order to preserve cash,” resulting in an 18-month reporting period from April 1, 2024 to Sept. 30, 2025. He said the period was largely focused on completing the wind-down and fulfilling obligations under the Scheme of Arrangement’s fallback solution, with an emphasis on optimizing recoveries for scheme creditors while minimizing costs.

Hamer said over 209,000 claims were received, with many upheld in whole or in part. He detailed two scheme payments:

• May 2024: an initial payment of 12.5 pence in the pound, returning £73.8 million to scheme creditors.
• March 2025: a further payment of 6.01 pence in the pound, returning an additional £34.4 million.

He said distribution took longer than expected in part because some customers did not provide up-to-date bank details, and the company used tracing techniques, communications, and “door knockers” to locate customers with larger amounts due. Some payments were ultimately forfeited under the scheme’s terms, and a further distribution was considered but not pursued because administrative costs exceeded the amount available.

Hamer said PwC, as scheme supervisor, declared the scheme complete on Sept. 17, 2025, ending the group’s obligations to customers under the scheme. He said total cash payments of £108.2 million exceeded the £95 million expected when the court approved the preferred solution.

He added that sales of the remaining loan portfolios were completed during the period through competitive tenders to unconnected FCA-authorized third parties, and that by early July 2025 the FCA agreed permissions could be handed back for two FCA-regulated subsidiaries.

On costs, Hamer said the business moved to smaller premises in May 2023 and July 2024, reviewed and canceled non-essential supplier contracts, and reduced staff from 94 in March 2024 to nine by September 2025, while keeping key staff for governance, regulatory liaison, and scheme operations. He said Penfold left the business in May 2025 and her duties were taken over by Beale as chief restructuring officer.

Hamer said that on Sept. 29, 2025, all subsidiaries entered a solvent members’ voluntary liquidation and transferred £740,000 of residual funds to the PLC, with Amigo providing an indemnity to cover liquidation costs expected to total about £290,000. He said the financial statements were presented on a standalone basis rather than group consolidation following the appointment of liquidators. Profit for the period was £70.8 million, which he attributed to £71.3 million of intercompany balances being waived, while noting there was no revenue due to cessation of trading.

AGM resolutions: name change approved; future share consolidation flagged

Beale said voting was conducted by proxy, with MUFG verifying entitlements and collating valid proxy votes. He said results would be published via a Regulatory Information Service announcement after the meeting.

He stated that ordinary resolutions related to the annual report (including receipt of accounts and approvals of the directors’ remuneration report and policy) were passed. Resolution 6, relating to the appointment/reappointment of directors, was withdrawn following McColl’s resignation, while other directors were reappointed. Additional ordinary resolutions—including the reappointment of MHA as auditor, authority to set auditor remuneration, authority to make political donations, approval of long-term incentive plans, and authority for directors to allot shares—were described as overwhelmingly supported.

Special resolutions were also passed, including:

• Changes to the articles related to group borrowing restrictions
• A change of name from Amigo Holdings PLC to Amigo Resources PLC
• Disapplication of certain pre-emption rights (resolutions 16 and 17)
• Authority for the company to purchase its own shares
• Authority to call a general meeting (other than an AGM) on at least 14 days’ notice

Roe said about 494 million shares were voted in aggregate and that over 99% voted in favor of each resolution.

In a brief Q&A, management said work was underway with a marketing agency to revamp the website “relatively soon” under the new name, while acknowledging the team was small and focused on Tanzania opportunities. Beale also said the board still intended to propose a share consolidation “in due course,” but decided not to do it at the AGM and would publish proposals later, noting it would require shareholder consent at a future general meeting or AGM.

About Amigo (LON:AMGO)

Amigo Holdings PLC, through its subsidiaries, provides loans to individuals in the United Kingdom and Ireland. The company also engages in trading and financing activities. Amigo Holdings PLC was founded in 2005 and is based in Bournemouth, the United Kingdom.