File Forge Tech. - Reverse Takeover and Suspension of Trading

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

20 March 2025

File Forge Technology PLC

("File Forge" or the "Company")

Strategic Update

Proposed Acquisition of Amirose London Ltd

Reverse Takeover

Suspension of Trading on Aquis

File Forge Technology PLC (AQSE: FILE), a provider of Filecoin staking nodes, is pleased to announce that it has signed non-binding Heads of Terms to conditionally acquire the entire issued share capital of Amirose London Ltd ("Amirose") from Epoque Services Incorporated Limited ("Epoque") ("Proposed Acquisition") for a total consideration of £5,009,536 ("Consideration") payable in Ordinary Shares.

In view of the size of the Proposed Acquisition relative to the Company, the Proposed Acquisition constitutes a reverse takeover under the Rules of the AQSE Growth Market Access Rule Book; the Company's shares will be suspended from trading with immediate effect pending the publication of an admission document or confirmation by File Forge that the acquisition is no longer in contemplation.

Strategic Update

File Forge, an investment company, was incorporated in 2019 and listed on the Aquis Stock Exchange Growth Market in 2021. The Company initially began investing in biotech and life sciences companies seeking to prove the safety and efficacy of psychedelic-based substances. In 2024, the Company changed its name and shifted its investment strategy to capitalise on the potential of Filecoin and decentralised storage technology.

Ever since its incorporation and subsequent listing, File Forge has remained open to new and exciting investment opportunities, adapting its strategy to capitalise on high-potential return opportunities.

The Company has identified Amirose, being a contract manufacturing services business for personal care products, as an advantageous acquisition for File Forge. File Forge is interested in Amirose's high margin, mid volume business model, which focuses on contract manufacturing services for personal care products. File Forge anticipates that an investment in an established manufacturing company which is in the process of growing through the establishment of new contracts, will present lower risks and the prospects of higher returns than its past more speculative investments.

It is expected that upon completion of the Proposed Acquisition, File Forge's name will be changed to Amirose London Holdings PLC.

Amirose

Amirose provides contract manufacturing services in the personal care sector for global and boutique premium brands. Amirose will assist such brands in developing formulations for personal care products, sourcing packaging, bulk manufacturing, filling and distributing. Amirose also helps customers navigate the regulatory and compliance framework required to bring a product to market. Amirose has approximately 75 customers and services over 200 brands. Amirose's manufacturing facilities are in Thetford, Norfolk. Amirose currently has 86 employees.

Amirose aims to transform its contract manufacturing business, which has so far generated modest profits while utilising only a portion of its factory's capacity, into a thriving enterprise by fully leveraging excess capacity, infrastructure, and the expertise of its team. Amirose expects to drive growth organically and through strategic acquisitions in the future.

Turnover for the YE2024 is £12.7m (unaudited) and profits £38.8k (unaudited).

Fundraising

A fundraising is underway to raise approximately £500,000 by way of a subscription for shares in Amirose London Holdings PLC from certain high net worth individuals. The funds are intended to provide additional working capital for Amirose's contract manufacturing services in the personal care sector for global and boutique premium brands.

Principal Terms of the Acquisition

The Consideration will be settled through the issue to Epoque of Ordinary Shares at the subscription price in such number as to total £5,009,536 ("Consideration Shares"). Key conditions to completion of the Proposed Acquisition include:

·      a waiver by the Panel for the requirement of a whitewash resolution in respect of the Proposed Acquisition;

·      Shareholder approvals at a General Meeting; and

·      Re-admission of the entire issued share capital to trading on the Aquis Stock Exchange.

Lock-in arrangements

The proposed directors listed below will undertake not to dispose of or transfer any of their Ordinary Shares for 12 months from re-admission ("Lock-In Period"). Additionally, the proposed directors will undertake not to dispose of their Ordinary Shares for a further 12 months after the Lock-In Period without first consulting Amirose London Holdings PLC and its corporate advisor to maintain an orderly market.

Board Changes

The following individuals are proposed as directors of Amirose London Holdings PLC on re-admission:

Michael Heath (Chief Executive Officer and Finance Director)

Michael is the current CEO and Financial Officer of Amirose. Michael is a Chartered Management Accountant with over 10 years of experience in the personal care manufacturing industry. Michael holds a BA (Hons) in Accounting & Finance and is a member of the Chartered Institute of Management Accountants (CIMA).

Aleksandra Binkowska (Non-Executive Chairman)

Aleksandra is the founder and CEO of Hydrogen Utopia International PLC, a company listed on the London Stock Exchange, pioneering solutions in plastic waste-to-hydrogen technology. Aleksandra studied Political Sciences and Journalism at Warsaw University.

Mitchell Field (Non-Executive Director)

Mitchell Field brings over 50 years of experience in the health and beauty manufacturing sector. With a background in psychology, he has played a pivotal role in building and developing sales teams, focusing on strategies to retain and grow the client base. Between 1971 - 1975, Mitchell obtained a Bachelor of Science in Psychology and a B -Tech in Psychology from Brunel University in London. He taught Psychology at teachers' training colleges from 1989 - 1991.

David Battle (Independent Non-Executive Director)

David Battle is currently an advisor introducing smaller companies to the UK capital market and suitable potential fundraising partners. David has been working in UK capital markets for smaller companies for 10 years, 5 of which were served as Managing Director responsible for the business and market development of NEX Exchange (Aquis predecessor) until 2019.

All current directors of File Forge Technology PLC are to resign on re-admission.

Capital Structure

The entire issued share capital of Epoque is held by Howard White on a bare trust with the following beneficial interests: Howard White (32.5%), Aleksandra Binkowska (25%), Ben White (25%), and Mitchell Field (17.5%). Epoque will hold the legal title to the Consideration Shares. Before taking the fundraising into account, Epoque will own 89% of File Forge. The shareholdings of Epoque and Howard White, Aleksandra Binkowska, Ben White and Mitchell Field will be diluted on re-admission as a result of the ongoing fundraise.

As part of the Proposed Acquisition the Company's ordinary shares of £0.001 each in the issued capital of the Company shall be consolidated into ordinary shares of £0.024 each on the basis of a 24:1 consolidation.

The Directors of the Company accept responsibility for this announcement.

For further information please contact: