LONDON: Focus Xplore PLC, a minerals exploration and development company, announced that it has signed a sales and purchase agreement to acquire five gold exploration properties in Canada for approximately £296,000.

The company said it will acquire the entire issued share capital of Nova Aurum Exploration Limited and 1597320 B.C. Ltd., which together hold the Gold Portfolio. The acquisition follows heads of terms announced Sept. 7, 2026.

The sellers are Martlet Geoscience Ltd., which owns 100% of Nova Aurum and 50% of 159 BC, and Praetor Exploration Inc., which holds the remaining 50% of 159 BC. Martlet is owned by Jack Dann, and Praetor is owned by Jay Kinden.

Under the terms, the sellers will receive £75,000 in cash and 802,775,130 new ordinary shares, representing about 10% of the company’s enlarged share capital. An additional 422,513,226 new shares, also representing about 10%, will be issued upon achievement of any of three milestones: completion of a phase-one exploration program on any two properties, identification of at least one drill target, or commencement of a drill program.

Focus Xplore also announced a placing and subscription to raise £508,750 before expenses, along with the settlement of £115,750 in creditor payments through the issue of 3,469,444,488 new ordinary shares at 0.018 pence per share. Subscribers will receive one warrant for every new share, exercisable at 0.03 pence per share for 24 months following admission — a 66% premium to the placing price.

First Equity Limited, the company’s broker, acted as placing agent for £257,500 of the raise and will receive a 6% commission on funds raised and a 2% commission on funds raised through warrant exercises.

The company additionally received conversion notices for £37,500 of convertible loan notes issued in March 2026, resulting in the issue of 208,333,332 new shares. Following a £10,000 conversion in June 2026, £27,500 of the notes remain unconverted. The fundraise sets the exercise price for warrants attached to the loan note conversion at 0.018 pence.

Focus Xplore is also issuing 27,777,777 new shares to Patrick Cullen as part of a settlement agreed upon his departure in March 2026.

On completion, the company will enter a geological services agreement with Martlet, appointing it as the group’s primary geological services provider in Canada. Martlet will receive an annual retainer of £6,000, with individual project programs governed by separate agreements.

Completion is conditional on the fundraise closing and the initial consideration shares being admitted to trading on AIM, both expected at 8 a.m. Friday. Further details on the Gold Portfolio, the planned exploration program and the appointment of Jack Dann to the board as chief geological officer will be announced upon completion.

Before completion, Martlet and Praetor will each enter lock-in and orderly market deeds with the company, agreeing not to dispose of initial consideration shares for 18 months, followed by six months of disposal only through the company’s broker. Milestone shares carry a 12-month lock-in followed by 12 months of orderly market restrictions from the date of issue, subject to customary exceptions such as acceptance of a takeover offer.