3radical Limited entered into agreement to acquire Electric Guitar PLC (LSE:ELEG) from Sanderson Capital Partners and others for £1.3 million in a reverse merger transaction on July 6, 2023. The heads of terms place an initial valuation on 3radical of £3 million, subject to adjustments. Accordingly, on October 27, 2023, the Company secured a £250,000 loan facility from its largest shareholder, Sanderson Capital, to help fund it to complete its first acquisition. Under the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire the entire issued and to be issued share capital of 3radical for a total consideration of £1,284,882 based on the Locked Box Accounts subject to customary adjustments for any financial "leakage" (excluding permitted leakage) from 3radical to the Sellers, during the period from the Locked Box Date until Completion. The consideration for the Acquisition will be satisfied by the issue of the Consideration Shares to the Sellers on Admission. The company announces that it has entered non-binding heads of terms, subject to due diligence and appropriate approvals. Post completion of the acquisition, Ordinary Shares will continue to trade under the ticker ELEG from Admission and will retain the ISIN ofGB00BN11T727and SEDOL ofBN11T72. If the proposed acquisition of 3radical not proceed, pursuant to the Company's investment strategy as set out in its prospectus published on 24 December 2021, the Board will recommend to shareholders either that: (i) the Company be wound up by special resolution (in order to return to shareholders any remaining distributable assets); or (ii) that the Company continue to pursue an acquisition for a further year. The Board's recommendation will then be put to a shareholder vote. As announced on April 15, 2024, Acquisition of 3radical for approximately £1.28 million, to be satisfied through the issue of 61,184,843 new Ordinary Shares.

The Company has been working on the Proposed Transaction since then, including the necessary due diligence and preparation to apply for the Company's ordinary shares to be admitted to trading on AIM, with a view to agreeing a definitive acquisition agreement and seeking shareholder approval by the end of the year. The transaction is also subject to subject to regulatory. The Company entered a further agreement dated 19 August 2023 with Mymyne for the provision of commercial due diligence services to the Company in connection with the proposed reverse takeover of 3radical Limited for a monthly fee of £20,000 plus VAT (pro rated for part months). The total fee payable to Mymyne pursuant to this agreement was £55,000 plus VAT. Acquired services for £275,000 (2023: £10,112) relating to the due diligence of 3radical and its subsidiaries from John Hutchinson of BDB Pitmans LLP. The Company acquired services for £95,000 (2023: nil) from Mymyne Ltd. £40,000 was for the provision of commercial due diligence services to the Company in connection with the proposed acquisition. As of May 1, 2024, Electric Guitar shareholders approved the deal. Jeremy Porter, Piers Shimwell and Dan Dearden-Williams of Allenby Capital Limited acted as financial advisor to Electric Guitar PLC.

3radical Limited completed the acquisition of Electric Guitar PLC (LSE:ELEG) from Sanderson Capital Partners and others in a reverse merger transaction on May 3, 2024.