File Forge Tech. - Publication of Circular and Notice of GM

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.

28 April 2025

File Forge Technology PLC

("File Forge" or the "Company")

Signing of Acquisition Agreement

Publication of Circular and Notice of General Meeting

File Forge Technology PLC (AQSE: FILE) announces that, further to the announcement dated 20 March 2025 regarding the proposed acquisition of the entire issued share capital of Amirose London Ltd ("Amirose") from Epoque Services Incorporated Limited ("Epoque") (the "Acquisition"), File Forge has now executed a share purchase agreement ("SPA") and has issued a circular to shareholders (the "Circular"). The Circular includes a notice of a general meeting to be held at Laytons LLP, Yarnwicke, 119-121 Cannon Street, London EC4N 5AT on 16 May 2025 at 10.00 a.m. BST (the "GM").

As per the annoucment dated 20 March 2025, the Acquisition constitutes a reverse takeover under the Rules of the AQSE Growth Market Access Rule Book; the Company's shares will remain suspended from trading pending the publication of an admission document.

Completion of the Acquisition is conditional, inter alia, upon the approval of the shareholder resolutions to be proposed at the GM (the "Resolutions") and the readmission of the Company's issued share capital to trading on the Access segment of the AQSE Growth Market.

-     Resolution 1 is an ordinary resolution seeking shareholder approval of the Acquisition.

-     Resolution 2 is an ordinary resolution to approve the Rule 9 Waiver Resolution (to be taken on a poll).

-     Resolution 3 is a special resolution to effect the share capital reorganisation.

-    Resolution 4 is an ordinary resolution seeking shareholder authority to allot ordinary shares in respect of, inter alia, the consideration shares, the subscription shares and in any other case, up to an aggregate nominal amount of £500,000.

-    Resolution 5 is a special resolution seeking Shareholder authority to dis-apply statutory pre-emption rights in respect of, inter alia, the allotment of the new ordinary shares and in any other case, up to an aggregate nominal amount of £500,000.

A copy of the Circular will shortly be available to view on File Forge's website: https://www.getfileforge.com/

The Directors of the Company accept responsibility for this announcement.

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