Proposed Peak Hills Acquisition & £1.3m Placing

Forgent plc ("Forgent" or the "Company")

Proposed acquisition of Peak Hills Project

Proposed Placing to raise £1.3m

Forgent plc (AIM: FORG), the technology-led energy transition company, announces the partial exercise of its option, to acquire a 51% interest in the Peak Hills gold-copper exploration project in Western Australia ("Peak Hills" or the "Project") and a conditional placing to raise £1.3 million (before expenses) (the "Placing").

Highlights

· Proposed partial exercise of option, to acquire 51% of Peak Hills gold-copper project

· Conditional Placing to raise £1.3 million at 0.015 pence per share

James Parsons, Chief Executive Officer, commented:

"This is a decisive step forward for Forgent, adding a second high-quality, near-term exploration opportunity. Combined with our materially reduced cost base and revenue generating gasification business, this marks a clear acceleration in momentum and focus on delivering growth in shareholder value."

Proposed Peak Hills Option Exercise

Forgent plc is proposing to partially exercise its binding exclusive option over Peak Hills, previously announced on 29 January 2026, and has entered into definitive conditional agreements to acquire a 51% interest in the Project. The exercise of the option is conditional upon the completion of the Placing. The balance of 48% of Peak Hills remains under option to the Company, extended for a further five months.

Pursuant the previously announced option terms, the consideration payable for the 51% is US$1,180,672 which will be satisfied through US$206,060 in cash and $974,611 through the issue of 4,808,080,933 new ordinary shares in the Company at the Placing price. The Company previously paid an option fee of US$13,514 in cash to secure the exclusive option over 99% of the Project.

The exercise of the option and the issue of the new shares is conditional on approval by shareholders of the renewal of share allotment authorities (the "Resolutions") at an Extraordinary General Meeting of shareholders ("EGM") notice for which will be issued by the Company shortly. The Company intends to enter into a standard industry joint operating agreement with the Peak Hills vendors prior to the EGM.

The Peak Hill project is a large-scale advanced gold dominant exploration project with historic drilling and rock sampling having returned very high gold and copper grades. It is an under-explored project where significant data exists but has not been fully reprocessed or targeted using modern exploration techniques. The land package is large, with many prospects rather than a single isolated target. The project covers approximately 163 km² across five granted tenements, located around 80 km north of Meekatharra with excellent infrastructure access. The project lies within the Proterozoic Glengarry Sub-Basin and is underlain by Karalundi metasediments and Narracoota Volcanics, a geological sequence considered prospective for gold and copper mineralisation.

Technical highlights include:

·  Multiple historic drilling programmes defining nine prospects;

·  High-grade historic gold intersections including 2m at 21.9 g/t Au and 2m at 3.67 g/t Au;

·  Copper mineralisation including drill intersections of 33m at 0.28% Cu;

·  Rock chip results returning gold values up to 24.5 g/t Au and copper values up to 7.1% Cu.

The Project is considered to be at an advanced exploration stage with a substantial dataset.

Proposed Equity Raise

The Company, conscious of recent turbulence in the Middle East, has conditionally raised £1.3 million (before expenses) through a placing of new ordinary shares (the "Placing Shares") at a price of 0.015 pence per share (the "Placing Price"). The Placing Price represents a 35% discount to the prevailing market price and the Placing will result in the issue of 8,666,666,667 new ordinary shares ("Placing Shares"), representing approximately 34% of the issued share capital as enlarged by the Placing and the Peak Hills share consideration, the Final Subscription Shares and the Creditor Shares (the "Enlarged Share Capital"). The Board recognises that the Placing Price represents a discount to the price of the Company's last placing however considers that, in the context of current market volatility including uncertainty in the Middle East, it is in the best interests of shareholders to secure funding and additional valuable assets at the current time to advance the Company's strategy.

Completion of the Placing is conditional on the approval of the Resolutions at the forthcoming EGM. 

The net proceeds of the Placing will be used to fund the cash consideration for the acquisition of Peak Hills, support evaluation and due diligence activities of other new assets under negotiation, continue to fund the running costs of the gasification business and provide general working capital during current turbulent markets.

In connection with the Placing, the Company has appointed Global Investment Strategy UK Limited ("GIS") as its sole placing agent pursuant to the terms of an engagement letter on customary terms. In consideration for agreeing to use its reasonable endeavours to procure subscribers for the Placing Shares, the Company will pay GIS a commission on the aggregate funds raised in the Placing.

Final Subscription Shares

As set out in the announcement made by the Company on 16 February 2026 pursuant to the terms of the set-off deeds entered into between the Secured Lenders and the Company, the Secured Lenders agreed to subscribe for, in aggregate, 5,527,056,326 ordinary shares ("Subscription Shares") of €0.0001 in the capital of the Company for an amount equivalent to £1.93 million. To ensure that the Secured Lenders and any persons with whom they are acting in concert would not hold more than 29.9% of the voting rights of the Company a total of 2,237,025,714 Subscription Shares (the "Initial Subscription Shares") were issued to the Secured Lenders at that time, amounting to, in aggregate 28% of the then issued share capital, with the balance of 3,290,030,612 shares (the "Final Subscription Shares") to follow at such time as the issue of such shares would mean that the Secured Lenders and any persons with whom they are acting in concert would not hold in total more than 29.9% of the voting rights of the Company.

Alongside the Proposed Equity Raise the Final Subscription Shares will be allotted to the Secured Lenders conditional on the approval of the Resolutions at the forthcoming EGM. Following the conditional allotment of the Final Subscription Shares to the Secured Lenders they will hold in total 21.78% of the Enlarged Share Capital.

Creditor Settlements

An estimated total of 146,666,667 new ordinary shares are intended to be issued to creditors in settlement of amounts due to them (the "Creditor Shares"). The Creditor Shares will be issued at the Placing Price subject to the approval of the Resolutions at the EGM. All Creditor Shares issued will be subject to a 30-day lock in. The final number of Creditor Shares will be set out in the EGM Notice.

Potential New Option Agreement

The Company is in the advanced stages of negotiation on an exclusive option agreement on a controlling stake in a Nickel-Copper-Gold project in Western Australia comprising both exploration and prospecting licences, although there is no guarantee the option agreement will be entered into or as to the final terms. Consideration for the grant of the option is expected to be settled in new ordinary shares, with the exercise being at the Company's sole discretion and for a combination of cash, new ordinary shares and a capped carry of the non-acquired minority interest. A further announcement will be made in due course.

Application for admission of new Shares

Subject to approval of the Resolutions at the EGM, application will be made for admission of the new Shares pursuant to the Placing, the Peak Hill partial option conversion, the Final Conversion Shares and the Creditor Shares to trading on AIM ("Admission") . A further announcement in relation to Admission will be made in due course.

For further information on Forgent plc, visit the Company's website www.forgentplc.com or contact:

ENQUIRIES

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.

Competent Person's Statement

The information in this announcement that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Edward Mead, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Mead is a consultant to the Company. Mr Mead has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the `Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Mr Mead consents to the inclusion of this information in the form and context in which it appears in this announcement.