Subscription, Issue of Equity and Directorate Change

31 July 2024

LIMITLESS EARTH PLC

("Limitless" or the "Company")

Subscription to raise £150,000 and Issue of Equity

Directorship Change

Limitless Earth plc (AIM: LME), an AIM quoted investing company, is pleased to announce the appointment of Mr Edgar Hernandez as President and Chief Executive Officer of the Company with immediate effect. In addition to the appointment, Mr Hernandez has entered into a subscription agreement with the Company, raising £150,000 via the subscription through the issue of 10,714,286 new ordinary shares of 1 pence each in the Company (“New Ordinary Shares”) at a price of 1.4p per ordinary share (the “Subscription”).

Director Appointment and Board Changes

The Company is pleased to announce the appointment of Mr Edgar Hernandez as President and Chief Executive Office of the Company with immediate effect. In addition to Mr Hernandez’s appointment, Guido Contesso will be stepping down from his role as Chief Executive Officer of the Company effective immediately, and it is proposed that Peter Jay, current Non-executive Director of the Company will be appointed Non-executive Chairman of the Company at the Annual General Meeting, expected to be held soon after the publication of the Annual Accounts.

Mr Hernandez followed more than 25 years’ experience as an investment banking professional in the areas of commercial banking, insurance, investment management, and risk management across Central and South America by founding in 2012 Pacific Capital Investment Banking Advisory, (“Pacific Capital”). Pacific Capital, a Guatemalan entity manages, works with and co-invests with companies such as Santander Group, Manttra, Allied Global, Qitronics, Pacific Trust and Grupo Hache in a range of industries and sectors including Agribusiness, Agritech, Energy and Business Process Outsourcing. The investments are selected and actively managed by Mr Hernandez, his management team at Pacific Capital and by employees of the co-investors. In addition, since 2023 Pacific Capital has been an advisor to CreAI, a Mexican start-up focused on developing artificial intelligence software solutions. Mr Hernandez, is the founding partner  and principal of CreAI, he has also recently joined its Board of Directors.

Mr Hernandez received an MBA in 1999 from INCAE Business School, Costa Rica, after graduating from Universidad Rafael Landívar in Guatemala in 1995 with a BA in Economics, and since 2005 Mr Hernandez has lectured on investment banking and international finance at the Universidad Francisco Marroquin (UFM) in Guatemala and also a director at Bolsa de Valores Nacional from 1999 to 2013.

Further information on Mr Hernandez’s appointment pertaining to Schedule 2(g) of the AIM Rules for Companies can be found below.

Subscription, Admission and Total Voting Rights

Mr Hernandez has entered into a subscription agreement with the Company, raising £150,000. The proceeds of the Subscription will be used for general working capital purposes and to assist with Mr Hernandez’s expansion and development plans of the Company following his appointment to the Board.

The New Ordinary Shares will rank pari passu in all respects with the existing ordinary shares of the Company. An application will be made for the 10,714,286 New Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will take place on, or around 5 August 2024.

Following Admission of the New Ordinary Shares, the Company's enlarged issued share capital will comprise 79,214,286 Ordinary Shares. The Company does not hold any shares in treasury. The figure of 79,214,286, Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Related Party Transactions

Guido Contesso Debt Settlement

In lieu of an outstanding amount of £128,000 (“the Debt”) due to Guido Contesso, a director of the Company, and Mr Contesso’s departure from the Company,  the  Company and Mr Contesso  have entered into an agreement to repay Mr Contesso from the proceeds of realisations of investments made whilst he was a director.

The Company holds shares and bonds from the following companies, acquired during its operations as an investment entity (collectively referred to as the "Investments"):

•            Saxagres S.p.A

•            VNova International Limited

•            Chronix Biochemicals Inc.

•            Exogenisis Corporation

Mr Contesso has agreed to link his claims on the Debt exclusively to the proceeds from the sale of these Investments (the “Proceeds”). To clarify, should any portion of the Debt remain unpaid following realisation of each Investment, no further claims can be pursued against the Company.

Upon the successful sale of each Investment, Mr Contesso will be entitled to a commission. This commission is calculated on the net Proceeds, after deducting any professional expenses incurred by the Company. The payment structure is as follows:

•            12% commission on the first £1,000,000 of cumulative Proceeds.

•            A commission of 2% will be applied to any amount exceeding £1,000,000, with no upper limit.

The total commission payable could exceed the amount of the Debt.

GC has agreed with the Company that if the total net Commission paid to GC under this engagement is less than the Debt once all the Investments have been disposed of any remaining amount of the Debt shall be deemed irrecoverable by GC from the Company.

The Debt restructuring between GC and the Company is a related party transactions pursuant to the AIM Rules. With the exception of Guido Contesso, the Directors of the Company consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the Debt restructuring are fair and reasonable insofar as its shareholders are concerned.

Edgar Hernandez Subscription

As announced on 5 May 2024 Mr Hernandez acquired 6,850,000 ordinary shares in the Company, resulting in a 10 per cent. shareholding and is therefore considered a Substantial Shareholder in Limitless. Mr Hernandez has entered into a subscription agreement with the Company and pursuant to the AIM Rules for Companies the Subscription constitutes a related party transaction. With the exception of Guido Contesso, the Directors of the Company consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the Subscription Agreement are fair and reasonable insofar as its shareholders are concerned.

Schedule 2(g) Disclosures

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Mr Edgar Javier Hernandez (aged 51): 

Current Directorships	Previous Directorships held in the past five years
Guatemala	None
Antigua GFC
Asociacion Club Social y Deportivo Antigua GFC
H Pacific Capital SA
Panama
Bebemar Inc
Gravelle Corp
Lepanto International Foundation
Manttra Americas Corp
Salamanca Investments SA
Santander Sugar Corp
Tiger Oil Corp
Voiz Capital Corp
Mexico
CreAI Limited
Belize
Santander Sugar Corp

Mr Hernandez holds 6,850,000 ordinary shares equating to approximately 10 per cent. in the Company, and no options or warrants over ordinary shares in it. Following Admission of the New Ordinary Shares, Edgar will hold 17,564,286 (22.17%) .

There is no further information regarding Mr Hernandez that is required to be disclosed under the AIM Rules. 

Mr Hernandez commented as follows: “I am grateful to Guido Contesso for his steady stewardship of the Company over the last 9 years and his efforts to increase shareholder value. He has advised me of his wish to resign as a director of the Company to allow him to devote his time to his other business interests and the Board of the Company has accepted his resignation with effect from 31 July 2024.

“My intention is that the Company will continue to be an investing company and having proved my ability to source and, through active management, help develop companies in South and Central America (“SCA”), my intention is that this Company will, through careful sourcing and active management  do likewise in sectors that I have now had extensive experience in. These include Agribusiness, Agritech, Energy, Business Process outsourcing among others.

“I will ensure that this Company’s business and those of my SCA companies remain separate and distinct and that the board of this Company is (apart from myself) of an entirely different composition to that of my SCA companies.”

Commenting on the appointment of Mr Hernandez, Guido Contesso, previously the Executive Chairman of the Company said: “I truly appreciate Mr Hernandez recognition of my efforts and commitment during my time at LME. I am confident that under his leadership LME will have a great opportunity to grow and thrive. His experience and vision will undoubtedly guide the Company towards new opportunities.”

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company are responsible for the release of this announcement. .

For further information, please contact:

Limitless Earth plc   Guido Contesso	[phone] www.limitlessearthplc.com
Cairn Financial Advisers LLP Nominated Adviser     Jo Turner / Sandy Jamieson / Ludovico Lazzaretti	[phone] www.cairnfin.com
Peterhouse Capital Limited Broker Charles Goodfellow / Lucy Williams	[phone]

About Limitless Earth plc

Limitless Earth plc is a proactive investment company that focuses on making investments in and assisting companies which exhibit the potential to generate returns through capital appreciation.  Limitless invests in small companies where there are clear catalysts for value appreciation and the companies are operating in sectors exhibiting long term growth linked to demographic change.  Examples of such sectors include Cleantech, Life Sciences, nanotech, medtech, recycling, and new Internet opportunities.

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