TechFinancials Inc. - Notice of EGM

TechFinancials, Inc.

("TechFinancials" or the "Company")

23 February 2026

Notice of EGM

TechFinancials, Inc. (AQSE: TECH), advises that it is providing and posting Notice of Extraordinary General Meeting ("EGM") of the Company to be held at the offices of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE at 10:00 a.m. (GMT) on 18 March 2026.  

The Notice of EGM, Form of Proxy and Form of Direction will shortly be available at: https://www.techfinancials.com/.

The Company has been made aware that the Memorandum of Association contains a provision that the Company is authorised to issue a maximum of 100 million ordinary shares of US$0.0005 ("Ordinary Shares"). A 75% Resolution will be proposed to amend this provision to allow for an unlimited number of Ordinary Shares to be issued (the "Authorised Share Increase").  

At the Annual General Meeting ("AGM") held on 16 October 2025, inter alia, resolutions were proposed to approve the issuance of further Ordinary Shares in excess of the 100 million Ordinary Shares then authorised. The Company will use the EGM to, inter alia, seek approval of the proposals previously made to the AGM.

A copy of the Non-Executive Director's letter is set out in full below without material amendment or adjustment, that provides further details of the proposed resolutions at the EGM to be held.

Other Matters

Upon passing of the Resolutions at the EGM, the Company will proceed with the registration of the amendments to its memorandum and articles of association to give effect to the Share Increase and the change of the Company's name change to Ubuntu Mining and Metals, Inc. and the re-designation of its website and will appoint two executive directors to the Company's Board of Directors.

The directors of the Company accept responsibility for the contents of this announcement.

 For further information:

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

LETTER FROM THE NON‑EXECUTIVE CHAIRMAN

TECHFINANCIALS, INC.

(the "Company")

(Incorporated and registered in the British Virgin Islands with registered number 1535269)

Directors: 

Asaf Lahav (Executive Director)

Eitan Yanuv (Non‑Executive Chairman)

                                                                                    Registered Office:

                                                                                    Craigmuir Chambers

                                                                                    Road Town

                                                                                    Tortola

                                                                                    British Virgin Islands VG1110

                                                                                                     23 February 2026

To the Shareholders

Dear Shareholders

1.  Introduction

I am writing to you to explain the background and resolutions ("Resolutions") to be proposed at an Extraordinary General Meeting of the Company (the "EGM") to be held at the offices of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE at 10:00 a.m. (GMT) on 18 March 2026 and which are set out in the notice of EGM at the end of this document.

2.  Background

At the Company's annual general meeting on 16 October 2025 (the "AGM"), resolutions were proposed to the members of the Company which were conditional on the Company having sufficient authorised and unissued shares of US$0.0005 par value to satisfy the share issuances approved at the AGM. Following the AGM, the Company was made aware that it needed to seek approval by way of a 75% Resolution of Shareholders to amend its memorandum of association so as to increase the number of shares it is authorised to issue in order to meet the share issuance obligations approved at the AGM. There are also some concerns about quorum and voting at the AGM generally which the directors wish to address.

3.  Business of the EGM - Resolutions

At the EGM, the following Resolutions will be proposed. Each of Resolutions 1, 2 and 3 will be proposed as a 75% Resolution of Shareholders (meaning that for each such resolution to be approved, the affirmative vote of a majority of in excess of 75% of the votes of the Shares entitled to vote held by Shareholders present in person or by proxy at the EGM and which were voted, is required). Each of Resolutions 4, 5, 6, 7 and 8 will be proposed as a Resolution of Shareholders (meaning that for each such resolution to be approved, the affirmative vote of a majority of in excess of 50% of the votes of the Shares entitled to vote held by Shareholders present in person or by proxy at the EGM and which were voted, is required).

As 75% Resolutions of Shareholders:

Resolution 1 - Increase in the number of shares the Company is authorised to issue and related amendment of the memorandum of association of the Company

This Resolution relates to the amendment of clause 6.1 of the memorandum of association of the Company to increase the maximum number of shares the Company is authorised to issue from 100,000,000 shares of US$0.0005 par value per share to an unlimited number of shares of US$0.0005 par value per share. The purpose of this amendment is to give effect to the Company's intended share issuances during 2025 and going forward.

Resolution 2 - Amendment of the Company name

This Resolution relates to approving, ratifying and confirming the proposal approving the change of name of the Company to Ubuntu Mining and Metals, Inc. and the related registration of an amended and restated memorandum and articles of association of the Company to reflect such change of name previously proposed at the AGM.

Resolution 3 - New Investment Strategy

This Resolution relates to approving, ratifying and confirming the proposal for a new Investment Strategy as previously proposed at the AGM.

As Resolutions of Shareholders:

Resolution 4 - Disapplication of Pre‑Emptive Rights and Allotment and Issue of Shares

This Resolution relates to disapplying any and all rights of pre‑emption as set out in the articles of association of the Company or otherwise required prior to approving, ratifying and confirming the proposal approving the allotment and issue of: (i) 20,000,000 new shares of US$0.0005 par value to Gathoni Muchai Investments Limited (ii) 57,142,857 new shares of US$0.0005 par value equating to an aggregate issue price of £200,000 at the price equating to the 10 day VWAP immediately prior to the date of the AGM) to the Dilotiko shareholders in connection with the Acquisition Agreement; (iii)100,000,000 new shares of US$0.0005 par value at a price of 25p per share each pursuant to the Placing; and (iv) 10,000,000 new shares of US$0.0005 par value each as the Fee Shares; the allotment and issuances described (ii), (iii) and (iv) as previously proposed at the AGM.

Resolution 5 - Ratification of 2024 Accounts

This Resolution relates to approving, ratifying and confirming the proposal to approve the audited year end accounts to 31 December 2024 as previously proposed at the AGM.

Resolution 6 - Reappointment of Auditors

This Resolution relates to approving, ratifying and confirming the proposal to re‑appoint PKF Littlejohn LLP as the auditors of the Company to hold office until the conclusion of the next annual general meeting as previously proposed at the AGM.

Resolution 7 - Re‑election of Eitan Yanuv

This Resolution relates to approving, ratifying and confirming the proposal to re‑elect Eitan Yanuv as a Director of the Company as previously proposed at the AGM.

Resolution 8 - Re‑election of Asaf Lahav

This Resolution relates to approving, ratifying and confirming the proposal to re‑elect Asaf Lahav as a Director of the Company as previously proposed at the AGM.

4.  Action to be taken by Shareholders

Whether or not they intend to be present at the EGM, such Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed on it so as to arrive to MUFG Corporate Markets, located at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event not later than 10:00 a.m. on 16 March 2026. Alternatively, you can vote via the Investor Centre app or online at https://uk.investorcentre.mpms.mufg.com/ (see below).

Unless otherwise indicated on the Form of Proxy, or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion withhold from voting.

5.  Action to be taken by Depositary Interest holders

Holders of Depositary Interests will find enclosed with this letter a Form of Direction which may be used to instruct MUFG Corporate Markets Trustees (Nominees) Limited how to vote the number of Shares represented by their Depositary Interests.

The Form of Direction should be completed and returned in accordance with the instructions printed on it so as to arrive to the office of the Depositary, MUFG Corporate Markets, located at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event not later than 10:00 a.m. (GMT) on 13 March 2026.

6.  Board Recommendation

The Board considers that each of the Resolutions is in the best interest of the Company, and they unanimously recommend to the Shareholders that they should vote in favour of each of them as they intend to do so in respect of their own beneficial holdings of shares representing at the date of this letter approximately 9.1 million Shares of the Company.

Yours faithfully

Eitan Yanuv