RECOMMENDED ALL-SHARE COMBINATION
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
12 November 2026
RECOMMENDED ALL-SHARE COMBINATION
of
80 MILE PLC
by
GREENLAND ENERGY COMPANY
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Summary
- The boards of Greenland Energy Company (“Greenland Energy”) and 80 Mile plc (“80 Mile”) are pleased to announce that they have reached agreement on the terms of a recommended all-share combination of Greenland Energy with 80 Mile (the “Combination”). It is intended that the Combination will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (“Scheme”).
- Under the terms of the Combination, 80 Mile Shareholders will be entitled to receive:
for each 80 Mile Share 0.0079485 New Greenland Energy Stock (the “Exchange Ratio”)
- On 11 November, being the close of business on the last day prior to the date of this Announcement, the terms of the Combination value each 80 Mile Share at 1.28 pence per share based on the closing Greenland Energy share price of $2.14 and £/US$ exchange rate of US$1.33 : £1.00 (the “Offer Value”).
- The Offer Value implies 80 Mile’s entire issued and to be issued share capital is valued at approximately £74 million on a fully diluted basis.
- Upon completion of the Combination, 80 Mile Shareholders will own approximately 50 per cent. of the Combined Company and Greenland Energy Stockholders will own approximately 50 per cent. of the Combined Company.
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The Offer Value represents a premium of approximately:
- 71 per cent. to the Closing Price per 80 Mile Share of 0.75 pence on 7 September 2026 (being the last Business Day prior to the date the Offer Period commenced); and
- 28 per cent. to the Closing Price per 80 Mile Share of 1.00 pence on 11 November 2026 (being the last practicable date prior to the date of this Announcement).
- In order to allot the New Greenland Energy Stock, Greenland Energy will be required to seek the approval of the Greenland Energy Stockholders at the Greenland Energy Stockholder Meeting. The Combination is accordingly conditional on such approval being obtained. It is expected that the Greenland Energy Proxy Statement, which will contain notice of the Greenland Energy Stockholder Meeting will be published and sent to the Greenland Energy Stockholders at or around the same time as the Scheme Document is posted to 80 Mile Shareholders.
- The terms of the possible Combination were originally announced on 8 September 2026 with an exchange ratio which valued each 80 Mile Share at 1.1 pence per share based on the closing Greenland Energy share price of $1.37 and £/US$ exchange rate of US$1.35 : £1.00 on 4 September 2026, being the close of business on the last trading day on Nasdaq prior to the announcement by 80 Mile of a possible offer by Greenland Energy. This exchange ratio was originally proposed in conjunction with a proposed warrant issuance by Greenland Energy to the Greenland Energy Stockholders. Following further discussions between Greenland Energy and 80 Mile, Greenland Energy no longer intends to issue warrants to existing Greenland Energy Stockholders and as a consequence 80 Mile Shareholders will not suffer the dilutive impact of this proposal. The Exchange Ratio was accordingly amended in part to reflect this as set out above, as announced by 80 Mile on 3 November 2026.
- The Exchange Ratio assumes that 160,500,000 new 80 Mile Shares are issued, comprising shares issued to participants in the 80 Mile Share Schemes and 5,000,000 80 Mile Shares issued to SP Angel pursuant to the exercise of its warrants, as these have an exercise price lower than the implied current value per 80 Mile Share of the Exchange Ratio.
- The Exchange Ratio assumes that no 80 Mile Shareholder will receive any dividend, distribution, or other return of value from 80 Mile prior to the Scheme becoming Effective. If 80 Mile announces, declares or pays any dividend (or any dividend becomes payable) or makes any other distribution or return of value or capital to its shareholders after the date of this Announcement and on or prior to the Effective Date, Greenland Energy reserves the right to make an equivalent reduction to the consideration offered to the 80 Mile Shareholders by way of a reduction in the Exchange Ratio at the Relevant Exchange Rate in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Combination will be deemed to be a reference to the consideration as so reduced. In such circumstances, 80 Mile Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
- It is intended that the Combination will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Greenland Energy reserves the right to effect the Combination by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The Conditions to the Combination (including the Material Regulatory Conditions highlighted in paragraph 7) are set out in full in Appendix I to this Announcement.
Recommendation of the Independent 80 Mile Directors
- The Independent 80 Mile Directors, who have been so advised by SP Angel as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. SP Angel is providing independent financial advice to the Independent 80 Mile Directors for the purposes of Rule 3 of the Code. In providing its advice to the Independent 80 Mile Directors, SP Angel has taken into account the commercial assessments of the Independent 80 Mile Directors.
- Accordingly, the Independent 80 Mile Directors intend to recommend unanimously that 80 Mile Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting (and if Greenland Energy, with the consent of the Panel and subject to the terms of the Co-operation Agreement, subsequently structures the Combination as an Offer, to accept any Offer by Greenland Energy), as the Independent 80 Mile Directors who hold 80 Mile Shares have irrevocably undertaken to do in respect of their own beneficial holdings, being, in aggregate, 38,037,811 80 Mile Shares, representing approximately 0.68 per cent. of the existing issued ordinary share capital of 80 Mile as at 11 November 2026 (being the last practicable date prior to this Announcement).
- In addition, an irrevocable undertaking to vote in favour of the Scheme (and if Greenland Energy, subject to the consent of the Panel and the terms of the Co-operation Agreement, subsequently structures the Combination as an Offer, to accept any Offer by Greenland Energy) has been received from Roderick McIllree in respect of an aggregate of 622,662,514 80 Mile Shares representing approximately 11.12 per cent. of the existing issued ordinary share capital of 80 Mile as at 11 November 2026 (being the last practicable date prior to the date of this Announcement).
- The Greenland Energy Directors have unanimously approved the Combination and intend to recommend unanimously that Greenland Energy Stockholders vote in favour of the issuance of the New Greenland Energy Stock in connection with the Combination, as the Greenland Energy Directors who hold Greenland Energy Stock have irrevocably undertaken to do in respect of their own beneficial holdings, being, in aggregate, 9,456,428 Greenland Energy Stock, representing approximately 21.58 per cent. of the existing issued ordinary share capital of Greenland Energy as at 11 November 2026 (being the last practicable date prior to this Announcement). Canaccord Genuity has acted as financial adviser in the UK to the Greenland Energy Directors in relation to the Combination.
Strategic Rationale
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The Greenland Energy Board and the 80 Mile Board believe there is a compelling strategic rationale for the Combination for the following reasons:
- Greenland Energy and 80 Mile are existing joint venture partners in the Jameson Land Basin project in Greenland. The proposed merger would consolidate 100% ownership of those licences in a single Nasdaq-listed vehicle and also bring together 80 Mile’s remaining portfolio with Greenland Energy’s capital markets access and development capability, creating a diversified energy and critical minerals company.
- 80 Mile’s operations require sustained capital investment before they become financially self-sustaining and reach their full potential. Greenland Energy brings a significantly stronger financial position, including USD 37.4 million in cash and cash equivalents as of 30 June 2026, a stronger shareholder register and access to lower-cost financing and more funding, likely enabling the combined entity to fund working capital, business development, and growth projects on materially better terms than 80 Mile could achieve on a standalone basis. This financial strength ensures that 80 Mile’s high-quality assets are less constrained by capital availability, volatility in equity capital markets, and can be advanced at the pace the geology and market opportunity deserve.
- The Combination is expected to streamline each company’s operating footprint by reducing duplicative corporate functions, consolidating overlapping regional infrastructure, and by creating a single, more efficient operating model. By integrating 80 Mile’s assets into Greenland Energy’s existing operational framework, the combined group will benefit from simplified reporting lines, consolidated expertise, and a leaner corporate structure - allowing management to focus more resources on the assets themselves rather than the administrative complexity of managing a joint venture.
Background to and reasons for the Recommendation of the Independent 80 Mile Directors
The Independent 80 Mile Directors have considered the alternative strategic options available to 80 Mile and the likelihood of successfully executing them. These include remaining independent and funding its projects through further equity placings, further asset-level farm-outs or disposals, or a sale to a third party. The Independent 80 Mile Directors believe that material institutional funding on AIM for companies of 80 Mile's size and large-scale hydrocarbon projects is limited, and that further equity funding would be likely to be available only at a significant discount and would be materially dilutive to 80 Mile Shareholders. Asset-level transactions have already been put in place with Greenland Energy and USFM and are therefore not available to meet 80 Mile's corporate funding needs.
In considering the financial terms of the Combination and determining whether they reflect an appropriate valuation of 80 Mile and its future prospects, the Independent 80 Mile Directors took into account a range of factors, including:
- Premium: a significant premium to 80 Mile’s volume-weighted average share price before the initial announcement was made, noting that the price and volume of 80 Mile Shares had been driven up by the acquisition of 80 Mile Shares by Greenland Energy immediately prior to the receipt of the non-binding indicative offer for the proposed Combination;
- Financial Position and Funding: 80 Mile’s operations require sustained capital investment before they become financially self-sustaining and reach their full potential. Greenland Energy brings a significantly stronger financial position, including USD 37.4 million in cash and cash equivalents as of 30 June 2026, a stronger shareholder register and access to lower-cost financing and more funding, likely enabling the combined entity to fund working capital, business development, and growth projects on materially better terms than 80 Mile could achieve on a standalone basis. This financial strength ensures that 80 Mile’s high-quality assets are less constrained by capital availability, volatility in equity capital markets, and can be advanced at the pace the geology and market opportunity deserve. Greenland Energy's financial resources and access to US capital markets, where it raised approximately US$70 million in April 2026, would significantly reduce the funding risk for the next stage of exploration or development of the Jameson Land Basin, the Greenswitch biodiesel plant, and for 80 Mile's Disko-Nuussuaq and Dundas projects in Greenland. Greenland Energy also agreed to advance a £3 million convertible loan to fund 80 Mile’s articulated strategy in the coming months, on competitive terms. The Loan will provide 80 Mile with interim funding which is essential to protect business continuity and the value of 80 Mile for all 80 Mile Shareholders.
- Consolidation of the Jameson Project: the Combination would bring the Jameson Land Basin licences, and the party responsible for funding and permitting the drilling programme, into a single group. 80 Mile Shareholders would gain exposure to the whole project, rather than a 30 per cent. carried interest whose value depends on Greenland Energy completing its earn-in;
- Synergies and streamlining of operations: The Combination is expected to streamline each company's operating footprint by reducing duplicative corporate functions, consolidating overlapping regional infrastructure, and creating a single, more efficient operating model. By integrating 80 Mile's assets into Greenland Energy’s existing operational framework, the combined group will benefit from simplified reporting lines, consolidated expertise, and a leaner corporate structure - allowing management to focus more resources on the assets themselves rather than the administrative complexity of managing a joint venture.
- Continued participation: as the consideration is entirely in Greenland Energy Stock, 80 Mile Shareholders would retain exposure to 80 Mile's projects, through a substantial shareholding in the enlarged group, and would share in its future value;
- Scale and costs: the enlarged group would have greater scale and access to a wider investor base on Nasdaq, and duplicated listed-company costs would be removed; and
- Government Funding: U.S.-incorporated and managed entities can more easily access government funding, which has significantly scaled up in the last couple of years.
In considering the recommendation of the Combination to 80 Mile Shareholders, the Independent 80 Mile Directors have given due consideration to Greenland Energy's intentions in respect of the 80 Mile Group’s management, employees, and stakeholders. In particular, the Independent 80 Mile Directors note that Greenland Energy has confirmed that it will seek to continue with the growth plan for the Greenswitch biodiesel business in Italy, the exploration and development of 80 Mile’s projects in Greenland and the importance placed by 80 Mile on the existing employees and other stakeholders of 80 Mile.
The Independent 80 Mile Directors believe that the Combination represents a positive outcome for 80 Mile Shareholders, 80 Mile’s employees and 80 Mile’s other stakeholders in Greenland and Italy, where the Combination could potentially lead to more employment opportunities and investment in the communities in which 80 Mile operates. Furthermore, the Independent 80 Mile Directors consider that the Combination has the potential to lead to more growth through an increased rate of exploration and development of the 80 Mile Group’s projects in Greenland and a faster pace of development of its biodiesel plant in Italy.
Accordingly, the Independent 80 Mile Directors believe that the terms of the Combination are in the best interests of 80 Mile Shareholders as a whole and unanimously recommend that 80 Mile Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the 80 Mile General Meeting (or, in the event that the Combination is implemented by way of a takeover offer, to accept or procure the acceptance of such offer).
The Independent 80 Mile Directors, who have been so advised by SP Angel (who are providing independent financial advice to the Independent 80 Mile Directors for the purposes of Rule 3 of the Takeover Code) as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing its financial advice to the Independent 80 Mile Directors, SP Angel has taken into account the commercial assessments of the Independent 80 Mile Directors.
Background to and reasons for the Combination by Greenland Energy
- Background
Greenland Energy Company's relationship with 80 Mile plc originated through March GL Company’s interests in the Jameson Land Basin in East Greenland (the “Jameson Project”). In September 2025, March GL Company (“March GL”), which at the time was not a member of the Greenland Energy Group, entered into a farm out agreement with 80 Mile, pursuant to which March GL obtained the right to earn up to a 70 per cent. working interest in the Jameson Project by funding the first two exploration wells (the “Farm Out Agreement”). This established a significant commercial relationship between March GL and 80 Mile, with March GL assuming substantial funding and development responsibilities and 80 Mile retaining an interest in the Jameson Project.
Following the completion of Greenland Energy's business combination in March 2026, March GL became a wholly-owned subsidiary of Greenland Energy. After its approximately US$70 million public offering in April 2026, Greenland Energy continued to advance preparations for its Jameson Project exploration programme. During this period, the parties discussed a proposed two-year extension of the existing farm out arrangements to provide additional flexibility for the development of the Jameson Project. In the course of those discussions, 80 Mile suggested that Greenland Energy consider acquiring 80 Mile rather than proceeding solely with an extension of the existing arrangements.
Given the strategic importance of the Jameson Project to Greenland Energy, Larry Swets, Chairman of Greenland Energy, and Robert Price, its Chief Executive Officer, entered into preliminary discussions with representatives of 80 Mile regarding a potential combination. Those discussions considered the opportunity to consolidate the parties' respective interests in the Jameson Project, simplify their existing contractual relationship and combine 80 Mile's broader portfolio of natural resource assets with Greenland Energy's financial resources, development capabilities and access to the U.S. capital markets.
As discussions progressed, the parties explored an all-share combination under which Greenland Energy might acquire 80 Mile at an indicative value of 1.10 pence per 80 Mile Share, with the exchange ratio to be finalised.
In early September 2026, the Greenland Energy Board considered the Combination, including its strategic rationale, indicative economic terms, potential dilution to existing Greenland Energy Stockholders and the applicable U.S. and UK regulatory requirements. The Greenland Energy Board also considered the potential issuance to existing Greenland Energy Stockholders of warrants to acquire additional Greenland Energy Stock at an exercise price of US$1.50 per share, as a means of providing those shareholders with an opportunity to participate further in the Combined Company. The proposed warrant issuance remained subject to further consideration and finalisation of its terms. Roderick McIllree, who held positions and interests in both companies and was a director of Greenland Energy until 20 October 2026, recused himself from the Greenland Energy Board's and the 80 Mile Board’s respective deliberations concerning the Combination.
On 8 September 2026, Greenland Energy and 80 Mile announced that they had agreed indicative terms for a proposed all-share acquisition. Under those terms, 80 Mile Shareholders would receive approximately 0.01108 newly issued Greenland Energy Stock for each 80 Mile Share, representing an indicative value of approximately 1.10 pence per 80 Mile Share based on Greenland Energy's closing share price on 4 September 2026 and the exchange rate used in the announcement.
Following the announcement, the parties and their respective advisers continued confirmatory due diligence and work on the transaction documentation and applicable U.S. and UK, Greenlandic, Finnish and Italian regulatory requirements. In parallel, on 23 September 2026 the parties amended the existing Jameson Project arrangements with Greenland Energy assuming March GL's rights and obligations under the Farm Out Agreement, the drilling longstop dates being extended to 31 December 2028 and Greenland Energy assuming responsibility for obtaining and maintaining the required drilling permits and approvals.
The terms of the possible Combination that were originally announced on 8 September 2026 were proposed in conjunction with a proposed warrant issuance by Greenland Energy to the Greenland Energy Stockholders. Following further discussions between Greenland Energy and 80 Mile, Greenland Energy no longer intends to issue warrants to existing Greenland Energy Stockholders and as a consequence 80 Mile Shareholders will not suffer the dilutive impact of this proposal. The Exchange Ratio was accordingly amended to 0.0079485 newly issued Greenland Energy Stock for each 80 Mile Share, representing an indicative value of approximately 1.596 pence per 80 Mile Share based on Greenland Energy's closing share price on 2 November 2026 and the exchange rate used in that announcement. The amendment to the proposed exchange ratio was made in part to reflect the removal of the proposed Greenland Energy warrants, as announced by 80 Mile on 3 November 2026.
Greenland Energy and 80 Mile have agreed the terms of an unsecured convertible loan of £3 million with a tenure of 12 months. 80 Mile’s current cash resources are not expected to be sufficient to execute its articulated strategy, including in particular, the ramp-up of the 80 Mile Group’s Italian biodiesel operations, through to completion of the Combination, which could take several months. The terms of the Loan are summarised at paragraph 13 of this Announcement.
The Combination is subject to the Conditions and further terms set out in this Announcement and to be set out in the Scheme Document.
- Reasons for the Combination
In considering the Combination, the Greenland Energy Board evaluated the strategic benefits of combining the two companies in light of their existing commercial relationship, the importance of the Jameson Project to Greenland Energy's long term strategy and the opportunity to create a larger and more diversified natural resources company with a particular focus on Greenland.
- Consolidation of the Jameson Project interests
A principal consideration was the opportunity to consolidate the parties' respective interests in the Jameson Project within a single corporate group. Under the existing Farm Out Agreement, Greenland Energy has the right to earn up to a 70 per cent. working interest by funding the first two exploration wells, with 80 Mile retaining the remaining interest. The Combination would bring those interests under common ownership, align economic ownership more closely with Greenland Energy's funding and development responsibilities and simplify the existing contractual and governance arrangements. It would also provide greater strategic and operational alignment in relation to the future development of the Jameson Project.
- Greater scale and a broader asset base
The Greenland Energy Board also considered the opportunity to broaden Greenland Energy's asset portfolio through the addition of 80 Mile's other natural resource interests, including Disko-Nuussuaq and Dundas in Greenland and its interests in Finland and Italy. The Combination would create greater scale and breadth across the Combined Company, with a broader portfolio of natural resource assets. This would provide greater flexibility to assess development priorities, allocate capital across the portfolio and pursue strategic partnerships, potential asset monetisations and future development opportunities.
- Complementary resources and capabilities
Greenland Energy's financial resources, development capabilities and access to the U.S. capital markets would be combined with 80 Mile's portfolio, technical and operational experience and established presence in Greenland. The Combined Company would also benefit from the respective technical, operational and capital markets experience of the two organisations, providing a broader platform from which to advance the combined portfolio and pursue longer term investment and development opportunities, particularly in Greenland.
- More efficient corporate and operational structure
The proposed combination would provide an opportunity to streamline the existing corporate and operational arrangements, reduce duplication and coordinate capital allocation across the enlarged portfolio. The extent of any efficiencies would depend on the successful integration of the businesses and subsequent management decisions.
- Preservation of financial resources and continuing participation
The all-share consideration was a further factor. It would allow Greenland Energy to preserve cash for its exploration programme and other corporate requirements, while providing 80 Mile Shareholders with an ongoing equity interest in the Combined Company and continued exposure to the combined portfolio.
Taken together, these considerations supported the Greenland Energy Board's decision to pursue the Combination as an evolution of Greenland Energy's existing relationship with 80 Mile and an opportunity to establish a larger, more diversified natural resources company with a particular focus on Greenland.
Irrevocable Undertakings
- Greenland Energy has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting from the Independent 80 Mile Directors, in respect of their entire beneficial holdings, amounting to 38,037,811 80 Mile Shares, in aggregate, representing approximately 0.68 per cent. of the issued share capital of 80 Mile as at 11 November 2026, being the last practicable date prior to this Announcement.
- Greenland Energy has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting from Roderick McIllree, in respect of his entire beneficial holdings, amounting to 622,662,514 80 Mile Shares, in aggregate, representing approximately 11.12 per cent. of the issued share capital of 80 Mile as at 11 November 2026, being the last practicable date prior to this Announcement.
- Greenland Energy has also received irrevocable undertakings from the Greenland Energy Directors who hold Greenland Energy Stock to vote in favour of all resolutions at the Greenland Energy Stockholder Meeting in respect of, in aggregate, 9,456,428 Greenland Energy Stock, representing approximately 21.58 per cent. of the voting rights of the Greenland Energy Stock in issue as at 11 November, being the last practicable date prior to the date of this Announcement.
- Further details of these irrevocable undertakings are set out in Appendix III.
Combination details and timetable
- It is intended that the Combination will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Greenland Energy so elects, an Offer).
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The Combination will be on the terms and subject to the Conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Conditions include, amongst others:
- the approval by a majority in number of Scheme Shareholders who are present and voting (and entitled to vote) at the Scheme Voting Record Time, whether in person or by proxy, at the Court Meeting, and who represent not less than 75 per cent. in value of the Scheme Shares;
- the passing of all resolutions required to approve and implement the Scheme by the requisite majority or majorities of the 80 Mile Shareholders at the 80 Mile General Meeting;
- the satisfaction or waiver of the Material Regulatory Conditions further detailed in paragraph 7 of this Announcement, to which the attention of shareholders is specifically drawn, and should be read carefully;
- no member of the Wider 80 Mile Group taking steps or having steps taken against them for their winding-up or the commencement of any other insolvency related process;
- the issuance of the New Greenland Energy Stock in connection with the Combination being duly approved by the affirmative vote of the majority of the votes cast, in person or represented by proxy and entitled to vote on the matter, at the Greenland Energy Stockholder Meeting;
- confirmation having been received by Greenland Energy that the New Greenland Energy Stock has been approved for listing, subject to official notice of issuance, on Nasdaq;
- the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Greenland Energy and 80 Mile); and
- following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies for registration.
- The Combination is expected to become Effective in the first half of 2027, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this Announcement. An expected timetable of principal events will be included in the Scheme Document.
- It is expected that the Scheme Document, containing further information about the Combination and notices of the Court Meeting and the 80 Mile General Meeting, will be posted to 80 Mile Shareholders (other than those resident in Restricted Jurisdictions) along with the Forms of Proxy on 10 December 2026. The timing of publication will also take into account the timing of the filing of the Greenland Energy Proxy Statement in accordance with SEC rules and any potential review of the preliminary proxy statement by the SEC. In the event that this results in a delay to the anticipated publication of the Scheme Document, 80 Mile and Greenland Energy may approach the Panel to request an extension to the 28 day period required under paragraph 3(a) of Appendix 7 of the Code, with a view to enabling the shareholder materials to be published to 80 Mile Shareholders on or around the same date as the Greenland Energy Proxy Statement is posted to Greenland Energy Stockholders.
- Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Greenland Energy’s website at https://greenlandenergyco.com/offering/ and 80 Mile’s website at https://www.80mile.com/offer-microsite, and the Greenland Energy Proxy Statement will also be made available on Greenland Energy’s website at https://greenlandenergyco.com/investor-relations/ by following the link to “All SEC Filings” button.
- Commenting on the Combination, Robert Price, Chief Executive Officer of Greenland Energy, said:
“This combination builds on our existing partnership and brings our respective Jameson Land interests under common ownership. It would simplify the development structure, preserve cash through an all share transaction and provide greater flexibility to prioritise investment across the combined portfolio.”
- Commenting on the Combination, Mike Hutchinson, Chairman of 80 Mile, said:
“Greenland Energy has a significantly stronger financial position and a stronger shareholder register, which we expect to let the combined company fund working capital, business development and growth projects on materially better terms than 80 Mile could achieve on its own, so that high-quality assets can be advanced at the pace the geology and market opportunity deserve. Because the proposed transaction is structured as an all-share exchange, the Company’s shareholders are not being asked to give up their exposure to the existing business; holding around 50% of an enlarged U.S.-listed business. All of this comes as Greenland’s potential for natural resources meets growing demand and as the strengthening relationship between Greenland, Denmark and the United States supports responsible resource investment and investor confidence.”
Acquisition of 80 Mile Shares by Greenland Energy
Between and including 25 August 2026 and 3 September 2026 Greenland Energy purchased a total of 246,765,352 80 Mile Shares at prices between 0.53p and 0.82p per 80 Mile Share and the weighted average price was 0.73p per 80 Mile Share. During the same period the price of an 80 Mile Share increased from a closing mid-market price of 0.54p to 0.77p per 80 Mile Share. As at 8 September 2026 Greenland Energy is interested in 246,765,352 80 Mile Shares representing 4.41% of 80 Mile’s existing issued share capital.
As a consequence of these dealings under Rule 6.1(a) of the Code any offer by Greenland Energy for 80 Mile, save with the consent of the Panel, must be on no less favourable terms than the highest price paid in the 3 months prior to the commencement of the Offer Period, being 0.82p.
This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).
The Combination is subject to the Conditions and further terms that are set out in Appendix I, and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains the bases and sources of certain information used in this Announcement. Appendix III contains details of the irrevocable undertakings received in relation to the Combination that are referred to in this Announcement. Appendix IV contains definitions of terms used in this Announcement.
Enquiries:
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Greenland Energy Company |
contact@greenlandenergyco.com |
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Hassan Baqar |
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Canaccord Genuity (financial adviser to Greenland Energy in the UK) |
+44 (0) 20 7523 8000 |
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Stuart Andrews George Grainger |
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Rubenstein Public Relations (PR adviser to Greenland Energy) Brigit Hennaman |
+1 212 805 3005 bhennaman@rubensteinpr.com |
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80 Mile plc |
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Ingo Hofmaier
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SP Angel (Rule 3 Adviser, Nominated Adviser and Joint Broker to 80 Mile) |
+44 (0) 20 3470 0470 |
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Ewan Leggat Caroline Rowe Devik Mehta |
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BlytheRay (Media Contact) Megan Ray Said Izagaren |
+44 (0) 20 7138 3204 80mile@blytheray.com |
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Haynes and Boone CDG LLP is acting as English legal adviser to Greenland Energy in connection with the Combination. Loeb & Loeb LLP is acting as U.S. legal adviser to Greenland Energy in connection with the Combination.
Hill Dickinson LLP is acting as English legal adviser to 80 Mile in connection with the Combination. McCarter & English, LLP is acting as U.S. legal adviser to 80 Mile in connection with the Combination.
Inside Information
This Announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this Announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
Important notices relating to financial advisers and nominated adviser
Canaccord Genuity Limited (“Canaccord Genuity”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Greenland Energy and no one else in connection with the Combination and will not be responsible to anyone other than Greenland Energy for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Combination or any other matters referred to in this Announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this Announcement, any statement contained herein or otherwise.
SP Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Rule 3 Adviser, Nominated Adviser and Joint Broker exclusively for 80 Mile and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than 80 Mile for providing the protections afforded to clients of SP Angel, nor for providing advice in relation to any matter referred to herein.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, SP Angel and its affiliates will continue to act as exempt principal trader in 80 Mile securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the U.S. to the extent that such information is made public in the United Kingdom.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise.
The Combination will be subject to English law, the Court and to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
The Combination will be made solely by the Scheme Document, which will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Combination should be made solely on the basis of the Scheme Document. 80 Mile Shareholders are advised to read the formal documentation in relation to the Combination carefully once it has been published. Each 80 Mile Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Combination.
This Announcement does not constitute a prospectus or a prospectus equivalent document.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their 80 Mile Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.
Copies of this Announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Combination.
If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to 80 Mile Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Additional information for U.S. investors in 80 Mile
The Combination relates to the shares of an English company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Combination and the Scheme will be subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company incorporated in the UK and listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. If, in the future, Greenland Energy exercises its right to implement the Combination by way of an Offer and determines to extend the Offer into the United States, the Combination will be made in compliance with applicable U.S. laws and regulations.
The New Greenland Energy Stock to be issued pursuant to the Combination has not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the Securities Act. It is intended that, the New Greenland Energy Stock to be issued pursuant to the Combination will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act. If, in the future, Greenland Energy exercises its right to implement the Combination by way of an Offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New Greenland Energy Stock. In this event, 80 Mile Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to Greenland Energy’s contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New Greenland Energy Stock to be issued in connection with the Combination, or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
This Announcement contains, and the Scheme Document will contain certain unaudited financial information relating to 80 Mile that has been prepared in accordance with the accounting standards applicable in the UK and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally accepted accounting principles differ in certain significant respects from accounting standards applicable in the UK.
It may be difficult for U.S. 80 Mile Shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws against 80 Mile or its directors or officers, because 80 Mile is incorporated under the laws of England and Wales, some or all of 80 Mile’s assets are or may be located in non-U.S. jurisdictions, and some or all of its officers and directors are residents of a non-U.S. country. U.S. 80 Mile Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
U.S. 80 Mile Shareholders also should be aware that the Combination may have tax consequences for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws, and that such consequences, if any, are not described herein. U.S. 80 Mile Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Combination.
Forward Looking Statements
This Announcement contains "forward-looking" statements concerning future events. All statements other than statements of historical fact or relating to present facts or current conditions are forward looking statements, including all statements related to the potential terms and effects of the Combination and any statements regarding guidance and statements of a general economic or industry specific nature.
These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by Greenland Energy and 80 Mile in light of their discussions to date and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such as "anticipate", "target", "expect", "forecast", "estimate", "intend", "plan", "goal", "believe", "hope", "aim", "will", "continue", "may", “seek”, "can", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the ability of Greenland Energy and 80 Mile to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) adverse effects on the market price of Greenland Energy’s or 80 Mile’s operating results including because of a failure to complete the Combination; (iv) the effect of the announcement or pendency of the Combination on Greenland Energy’s or 80 Mile’s business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the Greenland Energy Group or the 80 Mile Group; and (vii) the effects of government regulation on the business of the Greenland Energy Group or the 80 Mile Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
These forward-looking statements are not guarantees of future outcomes or performance and are based on numerous assumptions. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Greenland Energy or 80 Mile or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Greenland Energy nor 80 Mile undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Greenland Energy’s Rule 424(b)(3) prospectus, dated April 29, 2026, its Quarterly Report for the period ended 31 March 2026, and its Quarterly Report for the period ended 30 June 2026 filed with the SEC contain additional information regarding forward-looking statements and other risk factors with respect to Greenland Energy.
Additional Information
This Announcement may be deemed to be solicitation material in respect of the Combination, including the issuance of the New Greenland Energy Stock in respect of the Combination. In connection with the foregoing proposed issuance of the New Greenland Energy Stock, Greenland Energy expects to file the Greenland Energy Proxy Statement. To the extent the Combination is effected as a scheme of arrangement under English law, the issuance of the New Greenland Energy Stock in connection with the Combination would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Greenland Energy determines to conduct the Combination pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Greenland Energy expects to file a registration statement with the SEC containing a prospectus with respect to the New Greenland Energy Stock that would be issued in the Combination.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE GREENLAND ENERGY PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE GREENLAND ENERGY PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENLAND ENERGY, THE COMBINATION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the Greenland Energy Proxy Statement, the Scheme Document, and other documents filed by Greenland Energy with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Greenland Energy Proxy Statement, the Scheme Document, and other documents filed by Greenland Energy with the SEC at https://greenlandenergyco.com/investor-relations/ and by selecting the ‘All SEC Filings’ tab.
Participants in the Solicitation
Greenland Energy and its directors, officers and employees, including Carol Craig, Melanie Furlan, Scott D. Wollney, Hassan R. Baqar, all of whom are members of the Greenland Energy Board, as well as Robert Price, the Chief Executive Officer of Greenland Energy and member of the Greenland Energy Board, and Larry G. Swets, Jr., Chairman of the Greenland Energy Board, and Ashiq Merchant, Chief Financial Officer of Greenland Energy, may be deemed participants in the solicitation of proxies from Greenland Energy Stockholders in respect of the Combination, including the proposed issuance of New Greenland Energy Stock. Information regarding Greenland Energy’s directors and executive officers is contained in the Rule 424(b)(3) prospectus, dated 29 April 2026 and Current Report Form 8-K dated 11 June 2026. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Greenland Energy Proxy Statement relating to the Combination when it is filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Greenland Energy’s website at https://greenlandenergyco.com/investor-relations/ by following the link to “All SEC Filings” button.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for Greenland Energy or 80 Mile, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Greenland Energy or 80 Mile, respectively.
Right to switch to an Offer
Greenland Energy reserves the right to elect to implement the Combination by way of an Offer for the entire issued and to be issued share capital of 80 Mile as an alternative to the Scheme (subject to the consent of the Panel and the terms of the Co-operation Agreement). In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments, in accordance with the terms of the Co-operation Agreement), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://greenlandenergyco.com/offering/ and at https://www.80mile.com/offer-microsite and by no later than 12 noon on the Business Day following the date of this Announcement.
Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Hard copy documents
Pursuant to Rule 30.3 of the Code, 80 Mile Shareholders and persons with information rights may request a hard copy of this Announcement by contacting 80 Mile’s registrar, MUFG Corporate Markets, by: (i) submitting a request in writing to MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) contacting MUFG Corporate Markets between 9.00 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), +44 (0) 371 664 0300 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) - calls may be recorded and monitored for training and security purposes. A person so entitled may also request that all future documents, announcements and information in relation to the Combination be sent to them in hard copy form.
Information relating to 80 Mile Shareholders
Addresses, electronic addresses and certain other information provided by 80 Mile Shareholders, persons with information rights and other relevant persons for the receipt of communications from 80 Mile may be provided to Greenland Energy during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, 80 Mile confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue 5,598,657,935 ordinary shares of 0.01 pence each. The International Securities Identification Number (ISIN) for 80 Mile Shares is GB00BFD3VF20 and the Legal Entity Identifier (LEI) is 213800E9AEFEHFLOVJ19.
In accordance with Rule 2.9 of the Code, Greenland Energy confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue:
- 43,815,400 shares of common stock of $0.0001 par value, with no shares held in treasury. The International Securities Identification Number (ISIN) for Greenland Energy Stock is US70580B1061.
- 17,499,794 warrants with a strike price of $5.00 which expire on 29 April 2031. The International Securities Identification Number (ISIN) of the common warrants is US70580B1145.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44(0)20 7638 0129.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
12 November 2026
RECOMMENDED ALL-SHARE COMBINATION
of
80 MILE PLC
by
GREENLAND ENERGY COMPANY
(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)
- Introduction
The boards of Greenland Energy Company (“Greenland Energy”) and 80 Mile plc (“80 Mile”) are pleased to announce that they have reached agreement on the terms of a recommended all-share combination of Greenland Energy with 80 Mile (the “Combination”). It is intended that the Combination will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
- The Combination
Under the terms of the Combination, 80 Mile Shareholders will be entitled to receive:
for each 80 Mile Share 0.0079485 New Greenland Energy Stock (the “Exchange Ratio”)
- On 11 November 2026, being the close of business on the last day prior to the date of this Announcement, the terms of the Combination value each 80 Mile Share at 1.28 pence per share based on the closing Greenland Energy share price of $2.14 and £/US$ exchange rate of US$1.33: £1.00 (the “Offer Value”).
- The Offer Value implies 80 Mile’s entire issued and to be issued share capital is valued at approximately £74 million on a fully diluted basis.
- Upon completion of the Combination, 80 Mile Shareholders will own approximately 50 per cent. and Greenland Energy Stockholders will own approximately 50 per cent. of the Combined Company.
-
The Offer Value represents a premium of approximately:
- 71 per cent. to the Closing Price per 80 Mile Share of 0.75 pence on 7 September 2026 (being the last Business Day prior to the date the Offer Period commenced); and
- 28 per cent. to the Closing Price per 80 Mile Share of 1.00 pence on 11 November 2026 (being the last practicable date prior to the date of this Announcement)
- In order to allot the New Greenland Energy Stock, Greenland Energy will be required to seek the approval of the Greenland Energy Stockholders at the Greenland Energy Stockholder Meeting. The Combination is accordingly conditional on such approval being obtained. It is expected that the Greenland Energy Proxy Statement, which will contain notice of the Greenland Energy Stockholder Meeting will be published and sent to the Greenland Energy Stockholders at or around the same time as the Scheme Document is posted to 80 Mile Shareholders.
- The terms of the possible Combination were originally announced on 8 September 2026 with an exchange ratio which valued each 80 Mile Share at 1.1 pence per share based on the closing Greenland Energy share price of $1.37 and £/US$ exchange rate of US$1.35 : £1.00 on 4 September 2026, being the close of business on the last trading day on Nasdaq prior to the announcement by 80 Mile of a possible offer by Greenland Energy. This exchange ratio was originally proposed in conjunction with a proposed warrant issuance by Greenland Energy to the Greenland Energy Stockholders. Following further discussions between Greenland Energy and 80 Mile, Greenland Energy no longer intends to issue warrants to existing Greenland Energy Stockholders and as a consequence 80 Mile Shareholders will not suffer the dilutive impact of this proposal. The Exchange Ratio was accordingly amended in part to reflect this as set out above, as announced by 80 Mile on 3 November 2026.
- The Exchange Ratio assumes that 160,500,000 new 80 Mile Shares are issued, comprising shares issued to participants in the 80 Mile Share Schemes and 5,000,000 80 Mile Shares issued to SP Angel pursuant to the exercise of its warrants, as these have an exercise price lower than the implied current value per 80 Mile Share of the Exchange Ratio.
- The Exchange Ratio assumes that no 80 Mile Shareholder will receive any dividend, distribution, or other return of value from 80 Mile prior to the Scheme becoming Effective. If 80 Mile announces, declares or pays any dividend (or any dividend becomes payable) or makes any other distribution or return of value or capital to its shareholders after the date of this Announcement and on or prior to the Effective Date, Greenland Energy reserves the right to make an equivalent reduction to the consideration offered to the 80 Mile Shareholders by way of a reduction in the Exchange Ratio at the Relevant Exchange Rate in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Combination will be deemed to be a reference to the consideration as so reduced. In such circumstances, 80 Mile Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
Intended implementation
It is intended that the Combination will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Greenland Energy reserves the right to effect the Combination by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The Conditions to the Combination (including the Material Regulatory Conditions highlighted in paragraph 7) are set out in full in Appendix I to this Announcement.
- Recommendation of the Independent 80 Mile Directors
The Independent 80 Mile Directors, who have been so advised by SP Angel as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. SP Angel is providing independent financial advice to the Independent 80 Mile Directors for the purposes of Rule 3 of the Code. In providing its advice to the Independent 80 Mile Directors, SP Angel has taken into account the commercial assessments of the Independent 80 Mile Directors.
Accordingly, the Independent 80 Mile Directors intend to recommend unanimously that 80 Mile Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting (and if Greenland Energy, with the consent of the Panel and subject to the terms of the Co-operation Agreement, subsequently structures the Combination as an Offer, to accept any Offer by Greenland Energy), as the Independent 80 Mile Directors who hold 80 Mile Shares have irrevocably undertaken to do in respect of their own beneficial holdings, being, in aggregate, 38,037,811 80 Mile Shares, representing approximately 0.68 per cent. of the existing issued ordinary share capital of 80 Mile as at 11 November 2026 (being the last practicable date prior to this Announcement).
In addition, an irrevocable undertaking to vote in favour of the Scheme (and if Greenland Energy, subject to the consent of the Panel and the terms of the Co-operation Agreement, subsequently structures the Combination as an Offer, to accept any Offer by Greenland Energy) has been received from Roderick McIllree in respect of an aggregate of 622,662,514 80 Mile Shares representing approximately 11.12 per cent. of the existing issued ordinary share capital of 80 Mile as at 11 November 2026 (being the last practicable date prior to the date of this Announcement).
The Greenland Energy Directors have unanimously approved the Combination and intend to recommend unanimously that Greenland Energy Stockholders vote in favour of the issuance of the New Greenland Energy Stock in connection with the Combination, as the Greenland Energy Directors who hold Greenland Energy Stock have irrevocably undertaken to do in respect of their own beneficial holdings, being, in aggregate, 9,456,428 Greenland Energy Stock, representing approximately 21.58 per cent. of the existing issued ordinary share capital of Greenland Energy as at 11 November 2026 (being the last practicable date prior to this Announcement). Canaccord Genuity has acted as financial adviser in the UK to the Greenland Energy Directors in relation to the Combination.
- Strategic Rationale
The Greenland Energy Board and the 80 Mile Board believe there is a compelling strategic rationale for the Combination for the following reasons:
Greenland Energy and 80 Mile are existing joint venture partners in the Jameson Land Basin project in Greenland. The proposed merger would consolidate 100% ownership of those licences in a single Nasdaq-listed vehicle and also bring together 80 Mile‘s remaining portfolio with Greenland Energy’s capital markets access and development capability, creating a diversified energy and critical minerals company.
80 Mile’s operations require sustained capital investment before they become financially self-sustaining and reach their full potential. Greenland Energy brings a significantly stronger financial position, including USD 37.4 million in cash and cash equivalents as of 30 June 2026, a stronger shareholder register and access to lower-cost financing and more funding, likely enabling the combined entity to fund working capital, business development, and growth projects on materially better terms than 80 Mile could achieve on a standalone basis. This financial strength ensures that 80 Mile’s high-quality assets are less constrained by capital availability, volatility in equity capital markets, and can be advanced at the pace the geology and market opportunity deserve.
The Combination is expected to streamline each company’s operating footprint by reducing duplicative corporate functions, consolidating overlapping regional infrastructure, and by creating a single, more efficient operating model. By integrating 80 Mile’s assets into Greenland Energy’s existing operational framework, the combined group will benefit from simplified reporting lines, consolidated expertise, and a leaner corporate structure - allowing management to focus more resources on the assets themselves rather than the administrative complexity of managing a joint venture.
- Background to and reasons for the Recommendation of the Independent 80 Mile Directors
The Independent 80 Mile Directors have considered the alternative strategic options available to 80 Mile and the likelihood of successfully executing them. These include remaining independent and funding its projects through further equity placings, further asset-level farm-outs or disposals, or a sale to a third party. The Independent 80 Mile Directors believe that material institutional funding on AIM for companies of 80 Mile's size and large-scale hydrocarbon projects is limited, and that further equity funding would be likely to be available only at a significant discount and would be materially dilutive to 80 Mile Shareholders. Asset-level transactions have already been put in place with Greenland Energy and USFM and are therefore not available to meet 80 Mile's corporate funding needs.
In considering the financial terms of the Combination and determining whether they reflect an appropriate valuation of 80 Mile and its future prospects, the Independent 80 Mile Directors took into account a range of factors, including:
Premium: a significant premium to 80 Mile’s volume-weighted average share price before the initial announcement was made, noting that the price and volume of 80 Mile Shares had been driven up by the acquisition of 80 Mile Shares by Greenland Energy immediately prior to the receipt of the non-binding indicative offer being made for the proposed Combination;
Financial Position and Funding: 80 Mile’s operations require sustained capital investment before they become financially self-sustaining and reach their full potential. Greenland Energy brings a significantly stronger financial position, including USD 37.4 million in cash and cash equivalents as of 30 June 2026, a stronger shareholder register and access to lower-cost financing and more funding, likely enabling the combined entity to fund working capital, business development, and growth projects on materially better terms than 80 Mile could achieve on a standalone basis. This financial strength ensures that 80 Mile’s high-quality assets are less constrained by capital availability, volatility in equity capital markets, and can be advanced at the pace the geology and market opportunity deserve. Greenland Energy's financial resources and access to US capital markets, where it raised approximately US$70 million in April 2026, would significantly reduce the funding risk for the next stage of exploration or development of the Jameson Land Basin, the Greenswitch biodiesel plant, and for 80 Mile's Disko-Nuussuaq and Dundas projects in Greenland. Greenland Energy also agreed to advance a £3 million convertible loan to fund 80 Mile’s articulated strategy in the coming months, on competitive terms. The Loan will provide 80 Mile with interim funding which is necessary to protect business continuity and the value of 80 Mile for all 80 Mile Shareholders.
Consolidation of the Jameson Project: the Combination would bring the Jameson Land Basin licences, and the party responsible for funding and permitting the drilling programme, into a single group. 80 Mile Shareholders would gain exposure to the whole project, rather than a 30 per cent. carried interest whose value depends on Greenland Energy completing its earn-in;
Synergies and streamlining of operations: The Combination is expected to streamline each company's operating footprint by reducing duplicative corporate functions, consolidating overlapping regional infrastructure, and creating a single, more efficient operating model. By integrating 80 Mile's assets into Greenland Energy’s existing operational framework, the combined group will benefit from simplified reporting lines, consolidated expertise, and a leaner corporate structure — allowing management to focus more resources on the assets themselves rather than the administrative complexity of managing a joint venture.
Continued participation: as the consideration is entirely in Greenland Energy Stock, 80 Mile Shareholders would retain exposure to 80 Mile's projects, through a substantial shareholding in the enlarged group, and would share in its future value;
Scale and costs: the enlarged group would have greater scale and access to a wider investor base on Nasdaq, and duplicated listed-company costs would be removed; and
Government Funding: U.S.-incorporated and managed entities can more easily access government funding, which has significantly scaled up in the last couple of years.
In considering the recommendation of the Combination to 80 Mile Shareholders, the Independent 80 Mile Directors have given due consideration to Greenland Energy's intentions in respect of the 80 Mile Group’s management, employees, and stakeholders. In particular, the Independent 80 Mile Directors note that Greenland Energy has confirmed that it will seek to continue with the growth plan for the Greenswitch biodiesel business in Italy, the exploration and development of 80 Mile’s projects in Greenland and the importance placed by 80 Mile on the existing employees and other stakeholders of 80 Mile.
The Independent 80 Mile Directors believe that the Combination represents a positive outcome for 80 Mile Shareholders, 80 Mile’s employees and 80 Mile’s other stakeholders in Greenland and Italy, where the Combination could potentially lead to more employment opportunities and investment in the communities in which 80 Mile operates. Furthermore, the Independent 80 Mile Directors consider that the Combination has the potential to lead to more growth through an increased rate of exploration and development of the 80 Mile Group’s projects in Greenland and a faster pace of development of its biodiesel plant in Italy.
Accordingly, the Independent 80 Mile Directors believe that the terms of the Combination are in the best interests of 80 Mile Shareholders as a whole and unanimously recommend that 80 Mile Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the 80 Mile General Meeting (or, in the event that the Combination is implemented by way of a takeover offer, to accept or procure the acceptance of such offer).
The Independent 80 Mile Directors, who have been so advised by SP Angel (who are providing independent financial advice to the Independent 80 Mile Directors for the purposes of Rule 3 of the Code) as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing its financial advice to the Independent 80 Mile Directors, SP Angel has taken into account the commercial assessments of the Independent 80 Mile Directors.
- Background to and reasons for the Combination by Greenland Energy
Background
Greenland Energy’s relationship with 80 Mile originated through March GL Company’s interests in the Jameson Land Basin in East Greenland (the “Jameson Project”). In September 2025, March GL Company (“March GL”), which at the time was not a member of the Greenland Energy Group, entered into a farm out agreement with 80 Mile, pursuant to which March GL obtained the right to earn up to a 70 per cent. working interest in the Jameson Project by funding the first two exploration wells (the “Farm Out Agreement”). This established a significant commercial relationship between March GL and 80 Mile, with March GL assuming substantial funding and development responsibilities and 80 Mile retaining an interest in the Jameson Project.
Following the completion of Greenland Energy's business combination in March 2026, March GL became a wholly-owned subsidiary of Greenland Energy. After its approximately US$70 million public offering in April 2026, Greenland Energy continued to advance preparations for its Jameson Project exploration programme. During this period, the parties discussed a proposed two-year extension of the existing farm out arrangements to provide additional flexibility for the development of the Jameson Project. In the course of those discussions, 80 Mile suggested that Greenland Energy consider acquiring 80 Mile rather than proceeding solely with an extension of the existing arrangements.
Given the strategic importance of the Jameson Project to Greenland Energy, Larry Swets, Chairman of Greenland Energy, and Robert Price, its Chief Executive Officer, entered into preliminary discussions with representatives of 80 Mile regarding a potential combination. Those discussions considered the opportunity to consolidate the parties' respective interests in the Jameson Project, simplify their existing contractual relationship and combine 80 Mile's broader portfolio of natural resource assets with Greenland Energy's financial resources, development capabilities and access to the U.S. capital markets.
As discussions progressed, the parties explored an all-share combination under which Greenland Energy might acquire 80 Mile at an indicative value of 1.10 pence per 80 Mile Share, with the exchange ratio to be finalised.
In early September 2026, the Greenland Energy Board considered the Combination, including its strategic rationale, indicative economic terms, potential dilution to existing Greenland Energy Stockholders and the applicable U.S. and UK regulatory requirements. The Greenland Energy Board also considered the potential issuance to existing Greenland Energy Stockholders of warrants to acquire additional Greenland Energy Stock at an exercise price of US$1.50 per share, as a means of providing those shareholders with an opportunity to participate further in the Combined Company. The proposed warrant issuance remained subject to further consideration and finalisation of its terms. Roderick McIllree, who held positions and interests in both companies and was a director of Greenland Energy until 20 October 2026, recused himself from the Greenland Energy Board's and the 80 Mile Board’s respective deliberations concerning the Combination.
On 8 September 2026, Greenland Energy and 80 Mile announced that they had agreed indicative terms for a proposed all-share acquisition. Under those terms, 80 Mile Shareholders would receive approximately 0.01108 newly issued Greenland Energy Stock for each 80 Mile Share, representing an indicative value of approximately 1.10 pence per 80 Mile Share based on Greenland Energy's closing share price on 4 September 2026 and the exchange rate used in the announcement.
Following the announcement, the parties and their respective advisers continued confirmatory due diligence and work on the transaction documentation and applicable U.S. and UK, Greenlandic, Finnish and Italian regulatory requirements. In parallel, on 23 September 2026 the parties amended the existing Jameson Project arrangements with Greenland Energy assuming March GL's rights and obligations under the Farm Out Agreement, the drilling longstop dates being extended to 31 December 2028 and Greenland Energy assuming responsibility for obtaining and maintaining the required drilling permits and approvals.
The terms of the possible Combination that were originally announced on 8 September 2026 were proposed in conjunction with a proposed warrant issuance by Greenland Energy to the Greenland Energy Stockholders. Following further discussions between Greenland Energy and 80 Mile, Greenland Energy no longer intends to issue warrants to existing Greenland Energy Stockholders and as a consequence 80 Mile Shareholders will not suffer the dilutive impact of this proposal. The Exchange Ratio was accordingly amended to 0.0079485 newly issued Greenland Energy Stock for each 80 Mile Share, representing an indicative value of approximately 1.596 pence per 80 Mile Share based on Greenland Energy's closing share price on 2 November 2026 and the exchange rate used in that announcement. The amendment to the proposed exchange ratio was made in part to reflect the removal of the proposed Greenland Energy warrants, as announced by 80 Mile on 3 November 2026.
Greenland Energy and 80 Mile have agreed the terms of an unsecured convertible loan of £3 million with a tenure of 12 months. 80 Mile’s current cash resources are not expected to be sufficient to execute its articulated strategy, including in particular, the ramp-up of the 80 Mile Group’s Italian biodiesel operations, through to completion of the Combination, which could take several months. The terms of the Loan are summarised at paragraph 13 of this Announcement.
The Combination is subject to the Conditions and further terms set out in this Announcement and to be set out in the Scheme Document.
Reasons for the Combination
In considering the Combination, the Greenland Energy Board evaluated the strategic benefits of combining the two companies in light of their existing commercial relationship, the importance of the Jameson Project to Greenland Energy's long term strategy and the opportunity to create a larger and more diversified natural resources company with a particular focus on Greenland.
Consolidation of the Jameson Project interests
A principal consideration was the opportunity to consolidate the parties' respective interests in the Jameson Project within a single corporate group. Under the existing Farm Out Agreement, Greenland Energy has the right to earn up to a 70 per cent. working interest by funding the first two exploration wells, with 80 Mile retaining the remaining interest. The Combination would bring those interests under common ownership, align economic ownership more closely with Greenland Energy's funding and development responsibilities and simplify the existing contractual and governance arrangements. It would also provide greater strategic and operational alignment in relation to the future development of the Jameson Project.
Greater scale and a broader asset base
The Greenland Energy Board also considered the opportunity to broaden Greenland Energy's asset portfolio through the addition of 80 Mile's other natural resource interests, including Disko-Nuussuaq and Dundas in Greenland and its interests in Finland and Italy. The Combination would create greater scale and breadth across the Combined Company, with a broader portfolio of natural resource assets. This would provide greater flexibility to assess development priorities, allocate capital across the portfolio and pursue strategic partnerships, potential asset monetisations and future development opportunities.
Complementary resources and capabilities
Greenland Energy's financial resources, development capabilities and access to the U.S. capital markets would be combined with 80 Mile's portfolio, technical and operational experience and established presence in Greenland. The Combined Company would also benefit from the respective technical, operational and capital markets experience of the two organisations, providing a broader platform from which to advance the combined portfolio and pursue longer term investment and development opportunities, particularly in Greenland.
More efficient corporate and operational structure
The proposed combination would provide an opportunity to streamline the existing corporate and operational arrangements, reduce duplication and coordinate capital allocation across the enlarged portfolio. The extent of any efficiencies would depend on the successful integration of the businesses and subsequent management decisions.
Preservation of financial resources and continuing participation
The all-share consideration was a further factor. It would allow Greenland Energy to preserve cash for its exploration programme and other corporate requirements, while providing 80 Mile Shareholders with an ongoing equity interest in the Combined Company and continued exposure to the combined portfolio.
Taken together, these considerations supported the Greenland Energy Board's decision to pursue the Combination as an evolution of Greenland Energy's existing relationship with 80 Mile and an opportunity to establish a larger, more diversified natural resources company with a particular focus on Greenland.
- Conditions to the Combination
The Combination will be on the terms and subject to the Conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document.
Amongst others, the Conditions include:
- the approval by a majority in number of Scheme Shareholders who are present and voting (and entitled to vote) at the Scheme Voting Record Time, whether in person or by proxy, at the Court Meeting, and who represent not less than 75 per cent. in value of the Scheme Shares;
- the passing of all resolutions required to approve and implement the Scheme by the requisite majority or majorities of 80 Mile Shareholders at the 80 Mile General Meeting;
- the satisfaction or waiver of the Material Regulatory Conditions (as detailed further below);
- no member of the Wider 80 Mile Group taking steps or having steps taken against them for their winding-up or the commencement of any other insolvency related process (Conditions 3(k)(x) and 3(k)(xi) or in either case there being no agreement or other arrangement of the same as per Condition 3(k)(xxi)) (together, the “Insolvency Condition”);
- the issuance of the New Greenland Energy Stock in connection with the Combination being duly approved by the affirmative vote of the majority of the votes cast, in person or represented by proxy and entitled to vote on the matter, at the Greenland Energy Stockholder Meeting;
- confirmation having been received by Greenland Energy that the New Greenland Energy Stock has been approved for listing, subject to official notice of issuance, on Nasdaq;
- the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Greenland Energy and 80 Mile); and
- following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies for registration.
Material Regulatory Conditions and Insolvency Condition
The Combination is conditional on the Conditions set out in paragraphs 3(a) and 3(b) of Part A of Appendix I (the “Material Regulatory Conditions”), which are of material significance to Greenland Energy in the context of the Combination and specifically drawn to the attention of 80 Mile Shareholders and Greenland Energy Stockholders.
The Material Regulatory Conditions have been included following specific negotiation between 80 Mile and Greenland Energy, and to take account of the particular circumstances of 80 Mile and the Combination.
While 80 Mile and Greenland Energy are confident in the approach to secure approval of the Combination by the relevant regulatory authorities in connection with the Material Regulatory Conditions without undertaking any remedies that are adverse to Greenland Energy, Greenland Energy Stockholders and 80 Mile Shareholders should note that, if a Material Regulatory Condition is not satisfied on terms that are reasonably satisfactory to Greenland Energy (or otherwise as provided for in the relevant Material Regulatory Condition), Greenland Energy intends to seek the Panel’s consent to invoke the relevant Material Regulatory Condition in accordance with Rule 13.5(a) of the Code to lapse the Combination.
Shareholders should note that Greenland Energy intends to seek the Panel’s consent to invoke a Material Regulatory Condition, if it would only be satisfied by the parties undertaking remedies in the form of disposals which are adverse to a material extent to the Greenland Energy Group taken as a whole, as the integrity of the Combined Company’s portfolio is an essential part of the strategic and economic rationale for the Combination.
Furthermore, Greenland Energy does not intend to implement the transaction if any member of the Wider 80 Mile Group has taken steps or has steps taken against them for their winding-up or the commencement of any other insolvency related process, and accordingly, the Insolvency Condition could be invoked by Greenland Energy with the consent of the Panel if any such circumstances arise.
A decision by the Panel on whether to permit Greenland Energy to invoke a Condition under Rule 13.5(a) would be judged by the Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the Independent 80 Mile Directors at that time.
- Information relating to Greenland Energy
Greenland Energy is a U.S. Nasdaq listed energy exploration company focused on the exploration and development of the Jameson Land Basin in East Greenland, which is estimated to be among the world’s largest undrilled onshore hydrocarbon basins. Greenland Energy has rights to earn up to a 70% working interest in approximately 2.1 million acres across the Jameson Land Basin by funding the first two exploration wells. Independent engineering work has identified gross, unrisked prospective recoverable resources of approximately 13 billion barrels of oil across the basin. Greenland Energy raised approximately US$70 million in gross proceeds through its April 2026 public offering and, as at 30 June 2026, reported approximately US$37.4 million of cash and cash equivalents, US$67.6 million of total assets and US$1.4 million of total liabilities. Its common stock trades on Nasdaq under the ticker GLND and its 2031 warrants under GLNDW; at the close of trading on 11 November 2026, being the last trading day prior to the date of this Announcement, Greenland Energy had a market capitalisation of approximately US$94 million.
- Information relating to 80 Mile
80 Mile is admitted to trading on the AIM market of the London Stock Exchange. 80 Mile is an exploration and development company focused on energy, critical minerals and industrial gas projects, principally in Greenland, with additional operations in Finland and Italy. 80 Mile’s portfolio includes the Jameson Land Basin Project in East Greenland, which covers 8,429km2 across three licences in East Greenland and is estimated to be among the world’s largest remaining untapped gas and liquids-rich basins. An independent 2025 assessment by Sproule ERCE estimated the basin contains 13.03 billion barrels (P10) of recoverable oil. The Disko-Nuussuaq Project located in West Greenland, covering a district-scale 3,020km2 area is a large-scale copper, nickel, cobalt and platinum group metals exploration project. The project features multiple walk-up drill targets and includes seven large, high-priority geophysical anomalies. The Dundas Ilmenite Project, located on Greenland’s northwest coast, has a JORC-compliant Mineral Resource of 117 million tonnes at 6.1% ilmenite, with further upside highlighted by a late-2024 maiden exploration target of up to 540 million tonnes of additional ilmenite-bearing material. Through its investment in Greenswitch in Italy, 80 Mile has also expanded into industrial gases, biofuels and biodiesel, providing exposure to both traditional and energy-transition commodities. 80 Mile pursues a strategy of advancing and monetising resource assets in stable, Tier 1 jurisdictions through a combination of exploration, development and strategic partnerships.
- Irrevocable undertakings
Greenland Energy has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting from the Independent 80 Mile Directors, in respect of their entire beneficial holdings, amounting to 38,037,811 80 Mile Shares, in aggregate, representing approximately 0.68 per cent. of the issued share capital of 80 Mile as at 11 November 2026, being the last practicable date prior to this Announcement.
Greenland Energy has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting from Roderick McIllree, in respect of his entire beneficial holdings, amounting to 622,662,514 80 Mile Shares, in aggregate, representing approximately 11.12 per cent. of the issued share capital of 80 Mile as at 11 November 2026, being the last practicable date prior to this Announcement.
Greenland Energy has also received irrevocable undertakings from the Greenland Energy Directors who hold Greenland Energy Stock to vote in favour of all resolutions at the Greenland Energy Stockholder Meeting in respect of, in aggregate, 9,456,428 Greenland Energy Stock, representing approximately 21.58 per cent. of the voting rights of the Greenland Energy Stock in issue as at 11 November, being the last practicable date prior to the date of this Announcement.
Further details of these irrevocable undertakings are set out in Appendix III.
- Greenland Energy’s intentions and strategic plans for 80 Mile and the Combined Company
Future business and research and development
Greenland Energy recognises that 80 Mile is an exploration and development company whose principal assets comprise licence interests, rather than a company with a material operating business, substantial numbers of employees, material premises or material fixed assets. Greenland Energy does not intend to make any material change to the future business of 80 Mile, being the holding, management and potential development, farm-out, disposal or relinquishment of its exploration and/or appraisal licence interests, in each case subject to applicable regulatory, contractual and licence requirements. 80 Mile does not have any research and development function.
80 Mile holds licences and assets in Greenland, Finland and Italy. In Greenland, where Greenland Energy is already one of 80 Mile’s joint venture partners, Greenland Energy intends to progress the Jameson Project in line with the existing plans and commitments in place, while the Dundas project, which is 80 Mile’s most advanced project, will be subject to a strategic review, to take place within six months of completion of the Combination, to determine the most appropriate route to value creation, which could include farm outs, or a sale of the project.
The licences and assets in Finland are not considered core to 80 Mile’s future. On 16 October 2026, 80 Mile entered into non-binding heads of terms for the proposed disposal of its Finnish licence package, comprising the Hammaslahti and Outokumpu projects, to Badlands Resources Inc. Greenland Energy supports the proposed disposal on its current terms and intends that 80 Mile should continue to progress it in accordance with the proposed terms. If the proposed disposal has not completed before completion of the Combination, Greenland Energy intends to continue pursuing it, subject to negotiation and execution of definitive agreements, applicable regulatory and other approvals, and satisfaction of the relevant conditions. There can be no certainty that the proposed disposal will complete.
It is the current intention to progress the Italian assets in line with 80 Mile’s current strategy.
Employees, management and conditions of employment
Greenland Energy understands that 80 Mile has a small number of employees and/or consultants, consistent with the nature of an exploration and development company principally holding licence interests through its subsidiaries. Greenland Energy confirms that, following completion of the Combination, the existing contractual and statutory employment rights of the employees of 80 Mile and its subsidiaries will be fully safeguarded in accordance with applicable law.
In relation to the existing directors of 80 Mile, it is intended that Ingo Hofmaier will be appointed to the board of the Combined Company following completion of the Combination. Of the other two existing directors of 80 Mile, the non-executive director will retire from the board on completion of the Combination, in accordance with the terms of his service arrangements, and the executive director will retire from the board and his employment with 80 Mile will come to an end on completion of the Combination, in accordance with the terms of his employment arrangements.
Save as set out with regards to the directors above, Greenland Energy does not intend to make any material reduction in headcount or make any material change to the conditions of employment or the balance of skills and functions of the employees and management of 80 Mile and its subsidiaries.
Pension schemes
80 Mile does not operate or materially contribute to any defined benefit pension scheme.
Headquarters, places of business and fixed assets
80 Mile has limited physical operations and its principal assets comprise exploration and/or appraisal licence interests. Greenland Energy does not intend to make any material changes to the locations of 80 Mile’s headquarters or other places of business.
Greenland Energy does not envisage any material redeployment of 80 Mile’s fixed assets.
Trading facilities and listing
80 Mile Shares are currently admitted to trading on AIM. If the Combination completes, the 80 Mile Shares will be exchanged for New Greenland Energy Stock, whose shares are currently, and will continue to be, traded on Nasdaq.
The 80 Mile Shares are also traded and quoted on the Frankfurt Stock Exchange and on Pink Limited Market in the United States of America.
If the Combination completes, admission of the 80 Mile Shares to trading on AIM will be cancelled and the existing trading facilities for the 80 Mile Shares on the Frankfurt Stock Exchange and U.S. Pink Limited Market will also be terminated.
Licence interests
Any decisions in relation to 80 Mile’s licence interests in Greenland and Finland will remain subject to applicable laws, regulatory approvals, licence terms, joint venture arrangements and any required consents.
Intentions regarding Greenland Energy
As a consequence of the Combination, Greenland Energy does not intend to make any material change to its existing business, the continued employment of its employees and management, including their conditions of employment or the balance of their skills and functions, or the location of its headquarters or headquarters functions.
Greenland Energy does not expect the Combination to have any material repercussions on its employees or management or on the location of its places of business, including its headquarters and headquarters functions.
- Combination-related arrangements
Confidentiality Agreement
Greenland Energy and 80 Mile entered into a confidentiality agreement on 24 September 2026 (the “Confidentiality Agreement”), pursuant to which they have each undertaken to keep confidential information relating to the other party and not to disclose it to third parties (with certain exceptions) unless required by law or regulation or permitted pursuant to limited carve-outs to the obligations of confidentiality. The Confidentiality Agreement also includes customary standstill and non-solicitation obligations applicable to both parties.
The confidentiality obligations will remain in force until the Combination becomes Effective or, in the event the Combination does not become Effective, until the date falling two years from the date of the Confidentiality Agreement.
Co-operation Agreement
Greenland Energy and 80 Mile have entered into a co-operation agreement dated 12 November 2026 pursuant to which, among other things:
- the parties have agreed to co-operate in relation to obtaining the regulatory approvals required in connection with the Combination, including making relevant filings and providing information and assistance in connection with such approvals, with Greenland Energy being solely responsible for determining (following consultation with, and having taken into account the views of, 80 Mile) and implementing the strategy for satisfying the regulatory approvals;
- Greenland Energy has agreed to provide certain information required for inclusion in the Scheme Document and related transaction documentation, and 80 Mile has agreed to provide information and assistance in connection with the preparation of the Greenland Energy Proxy Statement and related US securities law requirements; and
- the parties have agreed to customary provisions relating to the implementation of the Scheme and, if the Combination is implemented by way of a takeover offer, certain other offer-related arrangements.
The Co-operation Agreement records the parties' intention to implement the Combination by way of the Scheme, subject to Greenland Energy’s right to switch to a takeover offer in certain circumstances, including where 80 Mile consents, a competing proposal is announced, an adverse recommendation change occurs, 80 Mile is in material breach of the Co-operation Agreement, the requisite 80 Mile shareholder approvals or Court sanction are not obtained, or certain Scheme timetable milestones are not met.
The Co-operation Agreement will terminate in certain circumstances, including if:
- the parties so agree in writing at any time prior to the Effective Date;
- the Combination is withdrawn by Greenland Energy or lapses in accordance with its terms on or before the Long Stop Date (subject to certain exceptions);
- unless otherwise agreed, if the Effective Date has not occurred on or before the Long Stop Date;
- the Scheme is not approved by the requisite 80 Mile shareholders or sanctioned by the Court (unless Greenland Energy has exercised its right to switch to a takeover offer);
- Greenland Energy invokes a Condition, with the permission of the Panel, so as to cause the Combination to lapse, terminate or be withdrawn; or
- either party serves written notice following an adverse recommendation change, certain competing proposal events, or the relevant Greenland Energy shareholder resolution(s) not being passed at the Greenland Energy Stockholder Meeting.
- Convertible Loan
80 Mile has executed a convertible loan agreement pursuant to which it has access to a £3 million unsecured loan to be made available by Greenland Energy in order to provide 80 Mile with interim funding necessary to protect business continuity and the value of 80 Mile for all 80 Mile Shareholders.
An initial drawdown of £800,000 is permitted under the Loan and can be drawn down within 2 days of satisfaction of the conditions set out in the Convertible Loan Agreement and followed by monthly drawdowns of up to £400,000 based on 80 Mile’s cash need.
The Loan accrues interest at a fixed rate of 12 per cent per annum. Accrued interest in respect of the Loan shall be paid in-kind (PIK) or in cash, at the option of 80 Mile.
The Loan shall be repayable in cash or converted into 80 Mile Shares at the option of 80 Mile, by the issue of 80 Mile Shares at the Conversion Price (defined below), on the date falling 12 months after the date of the Convertible Loan Agreement (the “Maturity Date”), subject to the Conversion Rights (as defined below).
Greenland Energy may at any time following the lapse of the Offer Period convert the Loan (or any part of it) into 80 Mile Shares (“Conversion Right”) at the Conversion Price, save that Greenland Energy may not exercise their Conversion Right in the event of a competing offer for 80 Mile being declared unconditional and in this event, the Loan would be repayable in cash at the Maturity Date.
However effected, the Loan will convert into 80 Mile Shares by reference to the price per 80 Mile Share equal to a 15% discount to the volume weighted average price of 80 Mile’s ordinary shares for the 30 trading days commencing on the first day following the date on which 80 Mile ceases to be in the current Offer Period (as defined in the Convertible Loan Agreement), provided that the conversion price shall in no event be less than £0.0067 per 80 Mile Share (0.67 pence) nor greater than £0.0082 per 80 Mile Share (0.82 pence) subject only to certain adjustments as set out in the Convertible Loan Agreement (“Conversion Price”). Upon conversion, Greenland Energy will be eligible for accrued interest up to but excluding the date of conversion.
In accordance with Rule 9.1 of the Code, conversion of the Loan shall be prohibited to the extent that it would result in Greenland Energy (together with its concert parties, if any) holding 30% or more of 80 Mile. The balance would need to be repaid in cash.
80 Mile may elect to prepay all of the outstanding principal of the Loans and accrued interest thereon, in cash, at any time during the Offer Period (as defined in the Convertible Loan Agreement) (upon 15 business days' prior written notice) at 100% of the outstanding balance. 80 Mile may elect to prepay all of the outstanding principal of the Loans and accrued interest thereon, in cash, at any time after the Offer Period (as defined in the Convertible Loan Agreement) (upon 15 business days' prior written notice) at 115% of the outstanding balance.
The Convertible Loan Agreement includes customary event of default provisions and provides that the Loan shall not be capable of transfer or assignment. The Convertible Loan Agreement is governed by the laws of England and Wales.
- Disclosure of interests in 80 Mile
As at the close of business on 11 November 2026 (being the last practicable date prior to this Announcement), Greenland Energy held 246,765,352 80 Mile Shares and Robert Price, a director of Greenland Energy, who is acting in concert with Greenland Energy held 13,500,000 80 Mile Shares. Accordingly, as at the close of business on 11 November 2026 (being the last practicable date prior to this Announcement) Greenland Energy and its concert parties held 260,265,352 80 Mile Shares in aggregate representing approximately 4.65 per cent. of the issued share capital of 80 Mile.
As at the close of business on 11 November 2026 (being the last practicable date prior to this Announcement), save for: (i) the disclosures in this paragraph 14; and (ii) the irrevocable undertakings referred to in paragraph 10, none of Greenland Energy or any of its directors or, so far as Greenland Energy is aware, any person acting, or deemed to be acting, in concert with Greenland Energy had:
- any interest in, or right to subscribe for, relevant securities (as defined in the Code) of 80 Mile;
- any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of 80 Mile;
- procured an irrevocable commitment or letter of intent to accept the terms of the Combination in respect of relevant securities of 80 Mile; or
- borrowed or lent any relevant securities of 80 Mile.
Furthermore, no dealing arrangement (of the kind referred to in Note 11 on the definition of “acting in concert” in the Code) exists between Greenland Energy or 80 Mile or any person acting in concert with Greenland Energy or 80 Mile in relation to relevant securities of 80 Mile.
Robert Price will not be permitted to vote his 80 Mile Shares at the Court Meeting but will be permitted to vote his 80 Mile Shares at the 80 Mile General Meeting.
- 2026 Employee Benefit Trust
80 Mile established a new employee benefit trust (the “2026 EBT”) which was notified to the market on 22 May 2026.
The Company issued 237,000,000 80 Mile Shares to the 2026 EBT (“2026 EBT Shares”), which were admitted to trading on the AIM market on 27 May 2026. The 2026 EBT Shares were conditionally transferred on 22 May 2026 by the Trustee of the 2026 EBT as follows:
|
Name/Recipient |
Number of 2026 EBT Shares conditionally transferred |
|
Rod McIllree |
60,000,000 |
|
Troy Whittaker |
60,000,000 |
|
Olga Solovieva |
30,000,000 |
|
Future executive director |
60,000,000 |
|
Employees |
27,000,000 |
|
|
|
|
Total |
237,000,000 |
The Company announced the appointment of Rod McIllree as Managing Director on 3 July 2026. Troy Whittaker subsequently resigned from the board of 80 Mile on 29 July 2026 and the conditional transfer of 60,000,000 2026 EBT Shares to him was cancelled.
It is the intention of 80 Mile to proceed with the conditional transfer of 147,000,000 2026 EBT Shares, being a re-allocation of those 60,000,000 EBT Shares originally conditionally transferred to Mr Whittaker, the 60,000,000 2026 EBT Shares intended for a “Future executive director” and the 27,000,000 2026 EBT Shares intended for “Employees”. Further details of the proposed conditional transfers of 2026 EBT Shares are set out below:
|
Name |
Existing conditional transfers of 2026 EBT Shares as at 11 November 2026 |
Additional conditional transfers of 2026 EBT Shares |
Proposed total conditional transfers of 2026 EBT Shares |
|
Rod McIllree |
60,000,000 |
60,000,000 |
120,000,000 |
|
Troy Whittaker |
Nil |
Nil |
Nil |
|
Olga Solovieva |
30,000,000 |
50,000,000 |
80,000,000 |
|
Michael Hodgkinson |
Nil |
23,000,000 |
23,000,000 |
|
Westend Corporate LLP |
Nil |
14,000,000 |
14,000,000 |
|
|
|
|
|
|
Total |
90,000,000 |
147,000,000 |
237,000,000 |
A further announcement will be made by the Company upon the implementation of the proposed conditional transfers of the abovementioned 2026 EBT Shares.
- 80 Mile Share Schemes and 80 Mile Warrants
Participants in the 80 Mile Share Schemes and holders of 80 Mile Warrants will be contacted regarding the effect of the Combination on their rights under the 80 Mile Share Schemes, and, where required, appropriate proposals will be made to such participants in accordance with Rule 15 of the Code. Further details of such proposals will be set out in the Scheme Document and in separate letters to be sent to the participants in the 80 Mile Share Schemes and holders of 80 Mile Warrants in due course.
The Combination extends to any 80 Mile Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Combination becomes Effective including any such shares allotted or issued pursuant to the exercise, release or other settlement of existing options, awards and any other rights granted under the 80 Mile Share Schemes or the 80 Mile Warrants.
- The Scheme
It is intended that the Combination will be implemented by way of a Court-sanctioned scheme of arrangement between 80 Mile and the 80 Mile Shareholders under Part 26 of the Companies Act (although Greenland Energy reserves the right to implement the Combination by means of an Offer, subject to the consent of the Panel).
The purpose of the Scheme is to provide for Greenland Energy to become the ultimate owner of the entire issued and to be issued share capital of 80 Mile. Pursuant to the Scheme, the 80 Mile Shares will be transferred to Greenland Energy in consideration for which the 80 Mile Shareholders who are on 80 Mile’s register of members at the Scheme Record Time will receive the New Greenland Energy Stock on the basis set out in paragraph 2 (The Combination) of this Announcement.
To become Effective, the Scheme requires, among other things:
- satisfaction (or, where applicable, waiver) of the Conditions;
- approval by a majority in number of the Scheme Shareholders who are entitled to vote and voting, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75 per cent. in value of the 80 Mile Shares (or the relevant class or classes thereof) voted by those 80 Mile Shareholders;
- approval of the requisite majority(ies) of the votes cast, either in person or by proxy, of the resolutions required to approve and implement the Scheme at the 80 Mile General Meeting; and
- sanction of the Scheme by the Court and, following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.
The Scheme will also be subject to the other Conditions (in particular the Material Regulatory Conditions and the Insolvency Condition highlighted at paragraph 7) and further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document.
Once the approvals of the 80 Mile Shareholders have been obtained at the Court Meeting and the 80 Mile General Meeting, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.
The Scheme will become effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, (i) it will be binding on all 80 Mile Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or 80 Mile General Meeting, or whether they voted in favour of or against the Scheme; and (ii) share certificates in respect of 80 Mile Shares will cease to be valid and entitlements to 80 Mile Shares held within the CREST system will be cancelled.
Any 80 Mile Shares issued before the Scheme Record Time which remain in issue at the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the 80 Mile General Meeting will, amongst other things, provide that 80 Mile’s articles of association be amended to incorporate provisions requiring, among other things and subject to the Scheme becoming Effective, any 80 Mile Shares issued or transferred after the Scheme Record Time (other than to Greenland Energy and/or its nominees) to be automatically transferred to Greenland Energy (or as Greenland Energy may direct) on the same terms as the Combination (other than terms as to timings and formalities). The provisions of 80 Mile’s articles of association (as amended) will avoid any person (other than Greenland Energy, its nominees and any person to whom Greenland Energy may direct the transfer of 80 Mile Shares after the Effective Date) holding and retaining 80 Mile Shares after the Effective Date.
The Scheme Document will contain further information about the Combination and the notices of the Court Meeting and 80 Mile General Meeting, together with the associated Forms of Proxy. Further details of the Scheme will be set out in the Scheme Document, including the expected timetable and the action to be taken by 80 Mile Shareholders.
Scheme Shareholders are entitled to make representations to the Court in relation to the Offer or the Scheme. In this regard, Scheme Shareholders are entitled to attend or be represented at both the hearing of the Court to convene the Court Meeting and also the hearing of the Court at which 80 Mile will seek an order sanctioning the Scheme.
The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
It is expected that the Scheme Document will be published and sent to 80 Mile Shareholders and, for information only, to participants in the 80 Mile Share Schemes as soon as practicable and at or around the same time as the mailing of the Greenland Energy Proxy Statement.
At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, Greenland Energy expects the Combination will become Effective in the first half of 2027.
Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Greenland Energy’s website at https://greenlandenergyco.com/offering/ and 80 Mile’s website at https://www.80mile.com/offer-microsite.
Greenland Energy reserves the right to elect to implement the Combination by way of an Offer for the entire issued and to be issued share capital of 80 Mile as an alternative to the Scheme (subject to the consent of the Panel and the terms of the Co-operation Agreement). In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments, in accordance with the terms of the Co-operation Agreement), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.
- De-listing, cancellation of trading and re-registration
Prior to the Scheme becoming Effective, a request will be made by 80 Mile to the London Stock Exchange to cancel the admission to trading of 80 Mile Shares on AIM to take effect on, or shortly after, the Effective Date.
On the Effective Date, share certificates in respect of 80 Mile Shares will cease to be valid (and should be destroyed) and entitlements to 80 Mile Shares held within the CREST system will be cancelled.
As soon as practicable after the Effective Date and after the cancellation of the admission to trading in 80 Mile Shares on AIM, it is intended that 80 Mile will be re-registered as a private limited company under the relevant provisions of the Companies Act.
The 80 Mile Shares are also traded and quoted on the Frankfurt Stock Exchange and on the Pink Limited Market in the United States of America. If the Combination completes, both of these trading arrangements will also cease as soon as practicable after the Effective Date.
- Fractional entitlements
Fractions of New Greenland Energy Stock will not be allotted to 80 Mile Shareholders. Entitlements of 80 Mile Shareholders to New Greenland Energy Stock will be rounded down to the nearest whole number of New Greenland Energy Stock.
- Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, 80 Mile confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue 5,598,657,935 ordinary shares of 0.01 pence each. The International Securities Identification Number (ISIN) for 80 Mile Shares is GB00BFD3VF20 and the Legal Entity Identifier (LEI) is 213800E9AEFEHFLOVJ19.
In accordance with Rule 2.9 of the Code, Greenland Energy confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue:
- 43,815,400 shares of common stock of $0.0001 par value, with no shares held in treasury. The International Securities Identification Number (ISIN) for Greenland Energy Stock is US70580B1061.
- 17,499,794 warrants with a strike price of $5.00 which expire on 29 April 2031. The International Securities Identification Number (ISIN) of the common warrants is US70580B1145.
- Consents
Canaccord Genuity and SP Angel have each given and not withdrawn their consent to the publication of this Announcement with the inclusion of their names in the form and context in which they appear.
- General
The Combination will be made on the terms and subject to the Conditions (in particular the Material Regulatory Conditions highlighted at paragraph 7) and further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document. The sources and bases of calculation of certain information contained in this Announcement are set out in Appendix II to this Announcement. Details of irrevocable undertakings received by Greenland Energy are set out in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.
- Documents available on a website
Subject to certain restrictions relating to persons in Restricted Jurisdictions, copies of the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Greenland Energy’s website at https://greenlandenergyco.com/offering/ and 80 Mile’s website at https://www.80mile.com/offer-microsite (as applicable) until the end of the Offer Period:
- this Announcement;
- the Confidentiality Agreement;
- the Co-operation Agreement;
- the Convertible Loan Agreement;
- the irrevocable undertakings referred to in paragraph 10 and listed in Appendix III to this Announcement; and
- consent letters from each of Canaccord Genuity and SP Angel.
Neither the contents of Greenland Energy’s website or the contents of 80 Mile’s website, nor the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this Announcement.
Enquiries:
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Greenland Energy Company |
contact@greenlandenergyco.com |
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Hassan Baqar |
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Canaccord Genuity (financial adviser to Greenland Energy in the UK) |
+44 (0) 20 7523 8000 |
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Stuart Andrews George Grainger |
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Rubenstein Public Relations (PR adviser to Greenland Energy) Brigit Hennaman |
+1 212 805 3005 bhennaman@rubensteinpr.com |
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80 Mile plc |
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Ingo Hofmaier
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SP Angel (Rule 3 Adviser, Nominated Adviser and Joint Broker to 80 Mile) |
+44 (0) 20 3470 0470 |
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Ewan Leggat Caroline Rowe Devik Mehta |
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BlytheRay (Media Contact) Megan Ray Said Izagaren |
+44 (0) 20 7138 3204 80mile@blytheray.com |
Haynes and Boone CDG LLP is acting as English legal adviser to Greenland Energy in connection with the Combination. Loeb & Loeb LLP is acting as U.S. legal adviser to Greenland Energy in connection with the Combination.
Hill Dickinson LLP is acting as English legal adviser to 80 Mile in connection with the Combination. McCarter & English, LLP is acting as U.S. legal adviser to 80 Mile in connection with the Combination.
Inside Information
This Announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this Announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
Important notices relating to financial advisers and nominated adviser
Canaccord Genuity Limited (“Canaccord Genuity”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Greenland Energy and no one else in connection with the Combination and will not be responsible to anyone other than Greenland Energy for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Combination or any other matters referred to in this Announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this Announcement, any statement contained herein or otherwise.
SP Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Rule 3 Adviser, Nominated Adviser and Joint Broker exclusively for 80 Mile and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than 80 Mile for providing the protections afforded to clients of SP Angel, nor for providing advice in relation to any matter referred to herein.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, SP Angel and its affiliates will continue to act as exempt principal trader in 80 Mile securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise.
The Combination will be subject to English law, the Court and to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
The Combination will be made solely by the Scheme Document, which will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Combination should be made solely on the basis of the Scheme Document. 80 Mile Shareholders are advised to read the formal documentation in relation to the Combination carefully once it has been published. Each 80 Mile Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Combination.
This Announcement does not constitute a prospectus or a prospectus equivalent document.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their 80 Mile Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.
Copies of this Announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Combination.
If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to 80 Mile Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Additional information for U.S. investors in 80 Mile
The Combination relates to the shares of an English company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Combination and the Scheme will be subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company incorporated in the UK and listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. If, in the future, Greenland Energy exercises its right to implement the Combination by way of an Offer and determines to extend the Offer into the United States, the Combination will be made in compliance with applicable U.S. laws and regulations.
The New Greenland Energy Stock to be issued pursuant to the Combination has not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the Securities Act. It is intended that the New Greenland Energy Stock to be issued pursuant to the Combination will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act. If, in the future, Greenland Energy exercises its right to implement the Combination by way of an Offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New Greenland Energy Stock. In this event, 80 Mile Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to Greenland Energy’s contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New Greenland Energy Stock to be issued in connection with the Combination, or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
This Announcement contains, and the Scheme Document will contain certain unaudited financial information relating to 80 Mile that has been prepared in accordance with the accounting standards applicable in the UK and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally accepted accounting principles differ in certain significant respects from accounting standards applicable in the UK.
It may be difficult for U.S. 80 Mile Shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws against 80 Mile or its directors or officers, because 80 Mile is incorporated under the laws of England and Wales, some or all of 80 Mile’s assets are or may be located in non-U.S. jurisdictions, and some or all of its officers and directors are residents of a non-U.S. country. U.S. 80 Mile Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
U.S. 80 Mile Shareholders also should be aware that the Combination may have tax consequences for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws, and that such consequences, if any, are not described herein. U.S. 80 Mile Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Combination.
Forward Looking Statements
This Announcement contains "forward-looking" statements concerning future events. All statements other than statements of historical fact or relating to present facts or current conditions are forward looking statements, including all statements related to the potential terms and effects of the Combination and any statements regarding guidance and statements of a general economic or industry specific nature.
These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by Greenland Energy and 80 Mile in light of their discussions to date and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such as "anticipate", "target", "expect", "forecast", "estimate", "intend", "plan", "goal", "believe", "hope", "aim", "will", "continue", "may", “seek”, "can", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the ability of Greenland Energy and 80 Mile to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) adverse effects on the market price of Greenland Energy’s or 80 Mile’s operating results including because of a failure to complete the Combination; (iv) the effect of the announcement or pendency of the Combination on Greenland Energy’s or 80 Mile’s business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the Greenland Energy Group or the 80 Mile Group; and (vii) the effects of government regulation on the business of the Greenland Energy Group or the 80 Mile Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
These forward-looking statements are not guarantees of future outcomes or performance and are based on numerous assumptions. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Greenland Energy or 80 Mile or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Greenland Energy nor 80 Mile undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Greenland Energy’s Rule 424(b)(3) prospectus, dated April 29, 2026, its Quarterly Report for the period ended 31 March 2026, and its Quarterly Report for the period ended 30 June 2026 filed with the SEC contain additional information regarding forward-looking statements and other risk factors with respect to Greenland Energy.
Additional Information
This Announcement may be deemed to be solicitation material in respect of the Combination, including the issuance of the New Greenland Energy Stock in respect of the Combination. In connection with the foregoing proposed issuance of the New Greenland Energy Stock, Greenland Energy expects to file the Greenland Energy Proxy Statement. To the extent the Combination is effected as a scheme of arrangement under English law, the issuance of the New Greenland Energy Stock in connection with the Combination would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Greenland Energy determines to conduct the Combination pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, Greenland Energy expects to file a registration statement with the SEC containing a prospectus with respect to the New Greenland Energy Stock that would be issued in the Combination.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE GREENLAND ENERGY PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE GREENLAND ENERGY PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENLAND ENERGY, THE COMBINATION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the Greenland Energy Proxy Statement, the Scheme Document, and other documents filed by Greenland Energy with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Greenland Energy Proxy Statement, the Scheme Document, and other documents filed by Greenland Energy with the SEC at https://greenlandenergyco.com/investor-relations/ and by selecting the ‘All SEC Filings’ tab.
Participants in the Solicitation
Greenland Energy and its directors, officers and employees, including Carol Craig, Melanie Furlan, Scott D. Wollney, Hassan R. Baqar, all of whom are members of the Greenland Energy Board, as well as Robert Price, the Chief Executive Officer of Greenland Energy and member of the Greenland Energy Board, and Larry G. Swets, Jr., Chairman of the Greenland Energy Board, and Ashiq Merchant, Chief Financial Officer of Greenland Energy, may be deemed participants in the solicitation of proxies from Greenland Energy Stockholders in respect of the Combination, including the proposed issuance of New Greenland Energy Stock. Information regarding Greenland Energy’s directors and executive officers is contained in the Rule 424(b)(3) prospectus, dated 29 April 2026 and Current Report Form 8-K dated 11 June 2026. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Greenland Energy Proxy Statement relating to the Combination when it is filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Greenland Energy’s website at https://greenlandenergyco.com/investor-relations/ by following the link to “All SEC Filings” button.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for Greenland Energy or 80 Mile, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Greenland Energy or 80 Mile, respectively.
Right to switch to an Offer
Greenland Energy reserves the right to elect to implement the Combination by way of an Offer for the entire issued and to be issued share capital of 80 Mile as an alternative to the Scheme (subject to the consent of the Panel and the terms of the Co-operation Agreement). In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments, in accordance with the terms of the Co-operation Agreement), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://greenlandenergyco.com/offering and at https://www.80mile.com/offer-microsite and by no later than 12 noon on the Business Day following the date of this Announcement.
Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Hard copy documents
Pursuant to Rule 30.3 of the Code, 80 Mile Shareholders and persons with information rights may request a hard copy of this Announcement by contacting 80 Mile’s registrar, MUFG Corporate Markets, by: (i) submitting a request in writing to MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) contacting MUFG Corporate Markets between 9.00 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), +44 (0) 371 664 0300 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) - calls may be recorded and monitored for training and security purposes. A person so entitled may also request that all future documents, announcements and information in relation to the Combination be sent to them in hard copy form.
Information relating to 80 Mile Shareholders
Addresses, electronic addresses and certain other information provided by 80 Mile Shareholders, persons with information rights and other relevant persons for the receipt of communications from 80 Mile may be provided to Greenland Energy during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, 80 Mile confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue 5,598,657,935 ordinary shares of 0.01 pence each. The International Securities Identification Number (ISIN) for 80 Mile Shares is GB00BFD3VF20 and the Legal Entity Identifier (LEI) is 213800E9AEFEHFLOVJ19.
In accordance with Rule 2.9 of the Code, Greenland Energy confirms that, as at the close of business on 11 November 2026, being the last practicable date prior to this Announcement, it had in issue:
- 43,815,400 shares of common stock of $0.0001 par value, with no shares held in treasury. The International Securities Identification Number (ISIN) for Greenland Energy Stock is US70580B1061.
- 17,499,794 warrants with a strike price of $5.00 which expire on 29 April 2031. The International Securities Identification Number (ISIN) of the common warrants is US70580B1145.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44(0)20 7638 0129.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE COMBINATION
Part A
Conditions to the Combination
- The Combination will be conditional upon the Scheme becoming Effective, subject to the Code, by no later than 11.59 p.m. on the Long Stop Date.
Scheme approval
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The Scheme will be conditional upon:
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- its approval by a majority in number representing not less than 75 per cent. in value of the 80 Mile Shares held by Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and
- the Court Meeting and any separate class meeting which may be required by the Court (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as (a) Greenland Energy and 80 Mile may agree and (b) (in a competitive situation) as may be specified by Greenland Energy with the consent of the Panel, and in each case that (if so required) the Court may allow);
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- all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the 80 Mile General Meeting or at any adjournment of that meeting; and
- the 80 Mile General Meeting or any adjournment of that meeting being held on or before the 22nd day after the expected date of the 80 Mile General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as (a) Greenland Energy and 80 Mile may agree and (b) (in a competitive situation) as may be specified by Greenland Energy with the consent of the Panel, and in each case that (if so required) the Court may allow); and
-
- the sanction of the Scheme by the Court (with or without modification but subject to any modification being acceptable to Greenland Energy and 80 Mile);
- the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as (a) Greenland Energy and 80 Mile may agree and (b) (in a competitive situation) as may be specified by Greenland Energy with the consent of the Panel, and in each case that (if so required) the Court may allow); and
- the delivery of an office copy of the Court Order to the Registrar of Companies for registration.
-
Other Conditions
- The Combination will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where capable of waiver, waived:
Competition law and regulatory approvals
- Greenland
Greenlandic Government approval of licenses
- the Government of Greenland’s written approval of the indirect transfer of all of the Greenlandic Licences resulting from the Combination, in a form and subject to conditions (if any) that are to the reasonable satisfaction of Greenland Energy;
- the extensions of the Expiring Greenlandic Licences having been duly obtained by 80 Mile, or adequate contractual protections in respect of such extensions having been duly obtained, in each case to the reasonable satisfaction of Greenland Energy;
Greenlandic FDI Regime
- if any Greenlandic FDI Regime is enacted or comes into force before the Effective Date and requires clearance, approval, authorisation, notification or any other action in respect of the Combination, including by reason of the Combination resulting in a change of control of any member of the Wider 80 Mile Group, the requisite clearance, approval or authorisation having been obtained, or the requisite notification or other action having been made or taken (including by the lapse of any statutory waiting period resulting in a deemed clearance, approval or authorisation or by the competent authority having confirmed in writing that no clearance, approval, authorisation, notification or other action is required under the relevant Greenlandic FDI Regime to consummate the Combination), as applicable, on terms reasonably satisfactory to Greenland Energy;
- if, before the Effective Date, any Greenlandic governmental authority takes any action under or in anticipation of any Greenlandic FDI Regime (whether or not then in force) in relation to the Combination, including any review, investigation, enquiry, decision, order or notice, that would prohibit, restrict or impose conditions or obligations on any member of the Wider 80 Mile Group, on any member of the Wider Greenland Energy Group or on the Combination, and such action having been withdrawn, terminated, rescinded or otherwise resolved on terms reasonably satisfactory to Greenland Energy; and
- as at the date on which all other Conditions are satisfied or waived, no Greenlandic governmental authority having instituted or indicated, whether formally or informally, that it may institute any action, investigation, enquiry or review under or in anticipation of any Greenlandic FDI Regime (whether or not then in force) that would prohibit, restrict or impose conditions or obligations on any member of the Wider 80 Mile Group, on any member of the Wider Greenland Energy Group or on the Combination;
-
Italian FDI Regime
- to the extent Greenland Energy, acting reasonably, determines that the Combination (or any transaction contemplated hereby) falls within the scope of, and/or requires (or that it is necessary or appropriate to submit) a notification, filing or authorisation under: (i) Decree-Law No. 21 of 15 March 2012, as converted into law, with amendments, by Law No. 56 of 11 May 2012, and its implementing regulations (the so-called Golden Power Regulation); and/or (ii) Law No. 287 of 10 October 1990 or any other applicable merger control regulation, the Presidency of the Council of Ministers and/or the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato) or any other competent authority, as the case may be, having: (a) issued a decision not to exercise its special powers, or approved, cleared or declared not to oppose the Combination (including by way of a declaration of non-applicability or lack of jurisdiction); or (b) the relevant waiting period or review period applicable under the relevant regulation having expired without any decision having been adopted, such that the Combination may be lawfully completed, in each case, on terms reasonably satisfactory to Greenland Energy;
Greenland Energy Stockholder Approval
- the passing at the Greenland Energy Stockholder Meeting of such resolution or resolutions as are necessary to approve, effect and implement the Combination, including to authorise the creation, allotment and issue of the New Greenland Energy Stock;
Listing on Nasdaq, effectiveness of registration
- confirmation having been received by Greenland Energy that the New Greenland Energy Stock has been approved for listing, subject to official notice of issuance, on Nasdaq;
- in the event that the Combination is implemented by way of an Offer, absent an available exemption from the registration requirements of the Securities Act, Greenland Energy’s registration statement having been declared effective by the SEC and no stop order having been issued or proceedings for suspension of the effectiveness of Greenland Energy’s registration statement having been initiated by the SEC and Greenland Energy having received all necessary U.S. state securities law or blue sky authorisations;
General third-party clearances
-
- if and to the extent that any or all of Conditions 3(a) and 3(b) are waived or are not invoked by Greenland Energy, all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals from the authorities referred to in Conditions 3(a) and 3(b) (for the purposes of this Condition 3(f) each a “Clearance”) including, without limitation, any Clearance in connection with any “phase 2” or similar “in depth” review by any of the authorities referred to in Conditions 3(a) and 3(b) having been obtained; and
- any other clearance reasonably deemed necessary by Greenland Energy or any member of the Wider Greenland Energy Group following consultation with 80 Mile for or in respect of the Combination (including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, 80 Mile or any member of the Wider 80 Mile Group by any member of the Wider Greenland Energy Group) having been obtained,
in each case in terms and in a form and subject to conditions that are satisfactory to Greenland Energy and all such Clearances remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Combination becomes otherwise Effective;
- the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a “Third Party”) of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination) arising as a result of or in connection with the Combination including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, 80 Mile by Greenland Energy or any member of the Wider Greenland Energy Group;
- in addition to the competition law and regulatory approvals referred to in Conditions 3(a) and 3(b) above, all necessary filings or applications having been made in connection with the Combination and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Combination or the acquisition by any member of the Wider Greenland Energy Group of any shares or other securities in, or control of, 80 Mile and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, Clearances, permissions, exemptions and approvals reasonably deemed necessary by Greenland Energy or any member of the Wider Greenland Energy Group following consultation with 80 Mile for or in respect of the Combination including, without limitation, its implementation or the proposed direct or indirect acquisition of any shares or other securities in, or control of, 80 Mile or any member of the Wider 80 Mile Group by any member of the Wider Greenland Energy Group having been obtained in terms and in a form satisfactory to Greenland Energy from all appropriate Third Parties or persons with whom any member of the Wider 80 Mile Group has entered into contractual arrangements and all such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, Clearances, permissions, exemptions and approvals necessary to carry on the business of any member of the Wider 80 Mile Group which are material in the context of the Greenland Energy Group or the 80 Mile Group as a whole or for or in respect of the Combination including, without limitation, its implementation and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Combination becomes otherwise Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
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no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision, injunction or order, or change to published practice or having taken any other step, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:
- require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Greenland Energy Group or any member of the Wider 80 Mile Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Greenland Energy Group or the Wider 80 Mile Group in either case taken as a whole or in the context of the Combination;
- require, prevent or materially delay the divestiture by any member of the Wider Greenland Energy Group of any shares or other securities in 80 Mile;
- impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Greenland Energy Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider 80 Mile Group or the Wider Greenland Energy Group or to exercise voting or management control over any such member, in each case to an extent which is material in the context of the Wider Greenland Energy Group or the Wider 80 Mile Group in either case taken as a whole or in the context of the Combination;
- otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Greenland Energy Group or of any member of the Wider 80 Mile Group to an extent which is material in the context of the Wider Greenland Energy Group or the Wider 80 Mile Group in either case taken as a whole or in the context of the Combination;
- make the Combination or its implementation or the acquisition or proposed acquisition by Greenland Energy or any member of the Wider Greenland Energy Group of any shares or other securities in, or control of 80 Mile void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, materially delay or otherwise interfere with the same, or impose material additional conditions or obligations with respect thereto;
- require (save as envisaged by the Combination, or if applicable, sections 974 to 991 (inclusive) of the Companies Act) any member of the Wider Greenland Energy Group or the Wider 80 Mile Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider 80 Mile Group or the Wider Greenland Energy Group owned by any third party, in each case to an extent which is material in the context of the Wider Greenland Energy Group or the Wider 80 Mile Group in either case taken as a whole or in the context of the Combination;
- impose any limitation on the ability of any member of the Wider 80 Mile Group or any member of the Wider Greenland Energy Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members of the Wider 80 Mile Group or the Wider Greenland Energy Group which is adverse to and material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination; or
- result in any member of the Wider 80 Mile Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof or the expiration of any customary timing agreements or similar commitments not to close before a certain period of time) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Combination or the acquisition or proposed acquisition of any 80 Mile Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
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except as Disclosed, there being no provision of any agreement, arrangement, licence, franchise, permit or other instrument to which any member of the Wider 80 Mile Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject, or any circumstance which, as a consequence of the Combination or the proposed acquisition of any shares or other securities (or equivalent) in 80 Mile or because of a change in the control or management of any member of the Wider 80 Mile Group or otherwise, could or might or reasonably be expected to result in any of the following, in any case to an extent which is material and adverse in the context of the Wider 80 Mile Group or the Wider Greenland Energy Group, in either case taken as a whole, or in the context of the Combination:
- any monies borrowed by or any other indebtedness or liabilities, actual or contingent, of, or grant available to, any member of the Wider 80 Mile Group being or becoming repayable, or capable of being declared repayable, immediately or earlier than its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
- the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider 80 Mile Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) being enforced or becoming enforceable;
- any such agreement, arrangement, lease, licence, franchise, permit or other instrument being terminated or becoming capable of being terminated or modified or the rights, liabilities, obligations or interests of any member of the Wider 80 Mile Group being terminated or modified or affected or any obligation or liability arising, or any action being taken or arising thereunder;
- any liability of any member of the Wider 80 Mile Group to make any severance, termination, bonus or other payment to any of its directors or other officers;
- any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
- the rights, liabilities, obligations, interests or business of any member of the Wider 80 Mile Group or any member of the Wider Greenland Energy Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider 80 Mile Group or any member of the Wider Greenland Energy Group in or with any other person, firm, company or body (or any arrangement or agreement relating to any such interests or business) being or becoming capable of being terminated, modified or affected, or any onerous obligation or liability arising or any action being taken thereunder;
- any member of the Wider 80 Mile Group ceasing to be able to carry on business under any name under which it presently carries on business;
- the business, assets, earnings, value of, or the financial or trading position or prospects of, any member of the Wider 80 Mile Group being prejudiced or adversely affected;
- the creation or acceleration of any liability (actual or contingent) by any member of the Wider 80 Mile Group (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, Clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person),
and, no event having occurred which, under any provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Wider 80 Mile Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition 3(j);
No material transactions, claims or changes in the conduct of the business of the 80 Mile Group
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except as Disclosed, no member of the Wider 80 Mile Group having since 31 December 2025:
- save as between 80 Mile and wholly-owned subsidiaries of 80 Mile or for 80 Mile Shares issued under or pursuant to the exercise of options and vesting of awards granted under the 80 Mile Share Schemes, issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of 80 Mile Shares out of treasury;
- prior to the Effective Date, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution payable in cash or otherwise;
- save for intra-80 Mile Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- save for intra-80 Mile Group transactions, made or authorised or proposed or announced an intention to implement, effect, authorise or propose any change in its loan capital in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-80 Mile Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;
- purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- entered into any licence or other disposal of intellectual property rights of any member of the Wider 80 Mile Group;
- save for intra-80 Mile Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
- entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- (other than in respect of a member of the Wider 80 Mile Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of indebtedness, its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a received, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or had any such person appointed, in each case to the extent material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- been unable, or admitted in writing that it is unable, to pay its debts when they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
- entered into any contract, transaction or arrangement which would be materially restrictive on the business of any member of the Wider 80 Mile Group or the Wider Greenland Energy Group other than of a nature and extent which is normal in the context of the business concerned;
- entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities (other than the Scheme);
- waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- made any material alteration to its memorandum or articles of association or other constitutional documents;
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except in relation to changes made or agreed as a result of, or arising from, law or changes to law, made or agreed or consented to any change to:
- the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider 80 Mile Group for its directors, employees or their dependents;
- the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
- the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
- the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- proposed, agreed to provide or modified the terms of any of the 80 Mile Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider 80 Mile Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider 80 Mile Group, save as agreed by the Panel (if required) and by Greenland Energy, or entered into or changed the terms of any contract with any director or senior executive; or
- taken (or agreed or proposed to take) any action which requires, or would require the consent of the Panel or the approval of 80 Mile Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
- save to the extent arising as a result of any change in applicable law, entered into or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider 80 Mile Group (save for salary increases, bonuses or variations of terms in the ordinary course), other than as agreed by Greenland Energy and (if required) by the Panel;
- waived or compromised any claim which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination, otherwise than in the ordinary course; or
- entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 3(k).
No adverse change, litigation or regulatory enquiry
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except as Disclosed, since 31 December 2025, there having been:
- no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider 80 Mile Group which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider 80 Mile Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider 80 Mile Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider 80 Mile Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- no contingent or other liability of any member of the Wider 80 Mile Group having arisen or become apparent to Greenland Energy or increased which has had or might reasonably be expected to have a material adverse effect on the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider 80 Mile Group which in any case is material in the context of the Wider 80 Mile Group taken as a whole;
- no member of the Wider 80 Mile Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider 80 Mile Group as a whole or in the context of the Combination; and
- no steps having been taken which are likely to result in the withdrawal, cancellation, termination or materially adverse modification of any licence or permit held by any member of the Wider 80 Mile Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or materially adverse modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
No discovery of certain matters
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except as Disclosed, Greenland Energy not having discovered:
- that any financial, business or other information concerning the Wider 80 Mile Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider 80 Mile Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Greenland Energy or its professional advisers, in each case, to the extent which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- that any member of the Wider 80 Mile Group or partnership, company or other entity in which any member of the Wider 80 Mile Group has a significant economic interest and which is not a subsidiary undertaking of 80 Mile, is subject to any liability (contingent or otherwise), and which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- any past or present member of the Wider 80 Mile Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider 80 Mile Group and which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- there is, or is reasonably likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider 80 Mile Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider 80 Mile Group (or on its behalf) or by any person for which a member of the Wider 80 Mile Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
- circumstances exist (whether as a result of proceeding with the Combination or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Greenland Energy Group or any present or past member of the Wider 80 Mile Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider 80 Mile Group (or on its behalf) or by any person for which a member of the Wider 80 Mile Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination; or
- circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider 80 Mile Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider 80 Mile Group and which is material in the context of the Wider 80 Mile Group taken as a whole or in the context of the Combination;
Intellectual Property
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no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider 80 Mile Group, including:
- any member of the Wider 80 Mile Group losing its title to any intellectual property used in its business, or any intellectual property owned by the Wider 80 Mile Group being revoked, cancelled or declared invalid;
- any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider 80 Mile Group to, or the validity or effectiveness of, any of its intellectual property; or
- any agreement regarding the use of any intellectual property licensed to or by any member of the Wider 80 Mile Group being terminated or varied; and
Anti-corruption, sanctions and criminal property
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save as Disclosed, Greenland Energy not having discovered that:
- (A) any past or present member, director, officer or employee of the Wider 80 Mile Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or (B) or any person that performs or has performed services for or on behalf of the Wider 80 Mile Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
- any asset of any member of the Wider 80 Mile Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider 80 Mile Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or
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any past or present member, director, officer or employee of the Wider 80 Mile Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
- any government, entity or individual in respect of which U.S., UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by U.S., UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury (Office of Financial Sanctions Implementation); or
- any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or
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any past or present member, director, officer or employee of the Wider 80 Mile Group, or any other person for whom any such person may be liable or responsible:
- has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
- has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
- has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
- is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
- any member of the Wider 80 Mile Group is or has been engaged in any transaction which would cause Greenland Energy to be in breach of any law or regulation upon its acquisition of 80 Mile, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury (Office of Financial Sanctions Implementation), or any other relevant government authority.
Part B
Waiver and Invocation of the Conditions
- Subject to the requirements of the Panel in accordance with the Code, Greenland Energy reserves the right, in its sole discretion, to waive, in whole or in part, all or any of the Conditions in Part A above, except for Conditions 2(a)(i), 2(b)(i), 2(c)(i) (Scheme Approval), 2(c)(iii) (Delivery to Companies House), 3(c) (Greenland Energy Stockholder Approval), 3(d) (Listing on Nasdaq, effectiveness of registration) and 3(e) (SEC registration on an Offer), which cannot be waived. The deadlines in any of Conditions 2(a)(ii), 2(b)(ii), and 2(c)(ii) may be extended to such later date as may be agreed: (a) in writing by Greenland Energy and 80 Mile; or (b) (in a competitive situation) specified by Greenland Energy with the consent of the Panel, and in either case with the approval of the Court, if such approval is required. If any of Conditions 2(a)(ii), 2(b)(ii), and 2(c)(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Greenland Energy will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with 80 Mile to extend the relevant deadline.
- The Combination will be subject to the satisfaction (or waiver, if permitted) of the Conditions in Part A above, and to certain further terms set out in Part D below, and to the full terms and conditions which will be set out in the Scheme Document.
- Conditions 2(a)(i), 2(b)(i) and 3(a) to 3(o) (inclusive) must be fulfilled, determined by Greenland Energy to be or to remain satisfied or (if capable of waiver) waived in whole or in part, by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Combination will lapse. Greenland Energy shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions in Part A of this Appendix I above that are capable of waiver by a date earlier than the latest date specified for the fulfilment of that Condition, notwithstanding that the other Conditions to the Combination may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
- Under Rule 13.5(a) of the Code, Greenland Energy may not invoke a Condition so as to cause the Combination not to proceed, to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Greenland Energy in the context of the Combination. Condition 1 and Conditions 2(a), 2(b), 2(c), 3(c), 3(d) and 3(e) of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 2 of Part C below in relation to any Offer) are not subject to this provision of the Code. Greenland Energy may only invoke a condition that is subject to Rule 13.5(a) of the Code with the consent of the Panel and any Condition which is subject to Rule 13.5(a) of the Code may be waived by Greenland Energy.
Part C
Implementation by way of an Offer
- Greenland Energy (or its nominee) reserves the right to elect to implement the Combination by way of an Offer as an alternative to the Scheme with the consent of the Panel and subject to the terms of the Co-operation Agreement.
- In such event, such Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments (in accordance with the terms of the Co-operation Agreement) to reflect the change in method of effecting the Combination, including (without limitation) the inclusion of an acceptance condition set at a level permitted by the Panel and the terms of the Co-operation Agreement (being in any case more than 50 per cent. of the 80 Mile Shares). Further, if sufficient acceptances of such Offer are received or sufficient 80 Mile Shares are otherwise acquired, Greenland Energy intends to apply the provisions of the Companies Act to acquire compulsorily any outstanding 80 Mile Shares to which such Offer relates.
Part D
Certain further terms of the Combination
- The Combination will lapse if the Scheme does not become effective by 11.59 p.m. on the Long Stop Date.
- The availability of the Combination to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about, and observe, any applicable requirements. 80 Mile Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay and observe any applicable requirements.
- This Combination will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out in the Scheme Document. The Combination will comply with the applicable rules and regulations of the Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.
- Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
- Fractions of New Greenland Energy Stock will not be allotted to 80 Mile Shareholders. Entitlements of 80 Mile Shareholders to New Greenland Energy Stock will be rounded down to the nearest whole number of New Greenland Energy Stock.
- The 80 Mile Shares will be acquired by Greenland Energy (or its nominee) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the 80 Mile Shares.
- The Exchange Ratio assumes that no 80 Mile Shareholder will receive any dividend, distribution, or other return of value from 80 Mile prior to the Scheme becoming Effective. If 80 Mile announces, declares or pays any dividend (or any dividend becomes payable) or makes any other distribution or return of value or capital to its shareholders after the date of this Announcement and on or prior to the Effective Date, Greenland Energy reserves the right to make an equivalent reduction to the consideration offered to the 80 Mile Shareholders by way of a reduction in the Exchange Ratio at the Relevant Exchange Rate in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Combination will be deemed to be a reference to the consideration as so reduced. In such circumstances, 80 Mile Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
- The New Greenland Energy Stock will be issued credited as fully paid and will rank pari passu in all respects with the Greenland Energy Stock in issue at that time, save that they will not participate in any dividend payable by Greenland Energy with reference to a record date prior to the Effective Date.
- If Greenland Energy is required by the Panel to make an offer for 80 Mile pursuant to Rule 9 of the Code, Greenland Energy may make such alterations to any of the above Conditions and terms of the Combination as are necessary to comply with the provisions of the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
-
80 Mile’s diluted share capital of 5,759,157,935 80 Mile Shares has been calculated as:
- 5,598,657,935 80 Mile Shares in issue on 11 November 2026 (being the last practicable date prior to this Announcement); and
- 160,500,000 80 Mile Shares, being the expected number of 80 Mile Shares which would be issued on or after the date of this Announcement to satisfy the exercise of options and/or warrants under the 80 Mile Share Schemes, the exercise price of which have a positive see through value based on the Offer Value;
- Greenland Energy’s share capital is 43,815,400 Greenland Energy Stock in issue on 11 November 2026 (being the last practicable date prior to this Announcement);
- the percentage ownership of the Combined Company which would be held by 80 Mile Shareholders and Greenland Energy Stockholders respectively if the Combination completes, and the number of New Greenland Energy Stock to be issued pursuant to the Combination, are based on 80 Mile’s diluted share capital calculated as set out in paragraph (i) above, less the 246,765,352 80 Mile Shares currently held by Greenland Energy, and Greenland Energy’s issued share capital set out in paragraph (ii) above;
- unless otherwise stated, all prices for 80 Mile Shares are the Closing Price derived from FactSet for the relevant date;
- unless otherwise stated, all prices for Greenland Energy Stock are the closing price derived from FactSet on the relevant date; and
- the exchange rate of US$1.33 : £1.00 for the conversion of U.S. dollars into pounds sterling has been derived from Bloomberg and is based on the exchange rate as at 4:00 p.m. (London time) on 11 November 2026 (being the last practicable day before the date of this Announcement).
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings from the Independent 80 Mile Directors and Roderick McIllree
Greenland Energy has received irrevocable undertakings from the Independent 80 Mile Directors and from Roderick McIllree to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting in respect of their beneficial holdings of 80 Mile Shares representing in aggregate approximately 11.8 per cent. of the existing issued ordinary share capital of 80 Mile.
|
Name of 80 Mile Director |
Number of 80 Mile Shares |
Percentage of 80 Mile issued share capital |
|
Roderick McIllree |
622,662,514 |
11.12% |
|
Mike Hutchinson |
27,183,826 |
0.49% |
|
Ingo Hofmaier |
10,853,985 |
0.19% |
|
TOTAL |
660,700,325 |
11.80% |
The irrevocable undertakings also extend to any 80 Mile Shares acquired by the Independent 80 Mile Directors and/or Roderick McIllree as a result of the exercise of options under the terms of the 80 Mile Share Schemes and in the case of Roderick McIllree through the acquisition of 80 Mile Shares under the terms of the employee benefit trusts operated by 80 Mile, which include 22,500,000 under an employee benefit trust created in 2025 and the 120,000,000 under the 2026 EBT (further details of which are set out in section 15).
These irrevocable undertakings given by the Independent 80 Mile Directors and Roderick McIllree will continue to be binding in the event that a higher competing offer is made for 80 Mile.
The irrevocable undertakings given by the Independent 80 Mile Directors and Roderick McIllree will only cease to be binding if:
- Greenland Energy announces, with the consent of the Panel and prior to publication of the Scheme Document, that it does not intend to proceed with the Combination and no new, revised or replacement Scheme or Offer is announced by Greenland Energy in accordance with Rule 2.7 of the Code at the same time; or
- the Scheme lapses or is withdrawn in accordance with its terms (other than where such lapse or withdrawal is as a result of Greenland Energy electing to implement the Combination by way of an Offer) and no new, revised or replacement Scheme is announced by Greenland Energy in accordance with Rule 2.7 of the Code at the same time; or
- the Scheme has not become effective by 11.59 p.m. on the Long Stop Date; or
- a competing offer for the entire issued and to be issued share capital of 80 Mile becomes or is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective in accordance with its terms.
Greenland Energy Directors’ Irrevocable Undertakings
Greenland Energy has received irrevocable undertakings from the Greenland Energy Directors who hold Greenland Energy Stock to vote in favour of all resolutions to be proposed at the Greenland Energy Stockholder Meeting in respect of their beneficial holdings of Greenland Energy Stock representing in aggregate approximately 21.58 per cent. of the existing issued ordinary share capital of Greenland Energy. The Greenland Energy Directors who have entered into these irrevocable undertakings have entered into them in their capacity as shareholders of Greenland Energy.
|
Name of Greenland Energy Director |
Number of Greenland Energy Stock |
Percentage of Greenland Energy issued share capital |
|
Hassan R. Baqar |
1,561,435 |
3.56% |
|
Robert Price |
7,386,889 |
16.86% |
|
Larry G. Swets, Jr. |
460,000 |
1.05% |
|
Melanie Furlan |
48,104 |
0.11% |
|
TOTAL |
9,456,428 |
21.58% |
The irrevocable undertakings also extend to any Greenland Energy Stock acquired by the Greenland Energy Directors as a result of the vesting of awards or the exercise of options granted by Greenland Energy.
The irrevocable undertakings given by the Greenland Energy Directors who hold Greenland Energy Stock shall lapse and cease to have effect on the earliest of the conclusion of the Greenland Energy Stockholder Meeting or the date on which the Combination lapses or is withdrawn.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context otherwise requires:
|
2026 EBT |
the employee benefit trust which was notified on 22 May 2026 |
|
2026 EBT Shares |
the 237,000,000 new 80 Mile Shares which were issued to the trustees of the 2026 EBT and admitted to trading on the AIM market of the London Stock Exchange plc on 27 May 2026 |
|
80 Mile |
80 Mile plc, a public limited company incorporated in England and Wales with registered number 05389216 |
|
80 Mile Board |
the board of directors of 80 Mile |
|
80 Mile General Meeting |
the general meeting of 80 Mile Shareholders (including any adjournment or postponement thereof) to be convened for the purpose of considering and, if thought fit, approving the shareholder resolutions necessary to enable 80 Mile to implement the Combination, notice of which shall be contained in the Scheme Document |
|
80 Mile Group |
80 Mile and its subsidiary undertakings and associated undertakings |
|
80 Mile Shareholders |
the holders of 80 Mile Shares from time to time |
|
80 Mile Shares |
the ordinary shares of 0.01 pence each in the capital of 80 Mile |
|
80 Mile Share Schemes |
means the option plans governing the options to subscribe for 80 Mile Shares outstanding as at the date of this Announcement, and as amended from time to time |
|
80 Mile Warrants |
means the warrants to subscribe for 80 Mile Shares outstanding as at the date of this Announcement |
|
AIM |
the market of that name operated by the London Stock Exchange |
|
AIM Rules |
together the AIM Rules for Companies and the AIM Rules for Nominated Advisers |
|
Announcement |
this announcement made pursuant to Rule 2.7 of the Code |
|
Blocking Law |
means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 |
|
Business Day |
a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open in London and New York City for general banking business |
|
Canaccord Genuity |
Canaccord Genuity Limited, financial adviser to Greenland Energy in the UK |
|
Closing Price |
the closing middle market quotation of a share as derived from FactSet |
|
Code |
the City Code on Takeovers and Mergers |
|
Combination |
the proposed recommended combination of Greenland Energy and 80 Mile in respect of the entire issued and to be issued share capital of 80 Mile, to be implemented by way of the Scheme as described in this Announcement |
|
Combined Company |
the combined group following the Combination, comprising the Greenland Energy Group and the 80 Mile Group |
|
Companies Act |
the Companies Act 2006 |
|
Conditions |
the conditions to the Combination set out in Part A of Appendix I and to be set out in the Scheme Document |
|
Confidentiality Agreement |
the confidentiality agreement between Greenland Energy and 80 Mile dated 24 September 2026, as described in paragraph 12 (Combination-related arrangements) of this Announcement |
|
Convertible Loan Agreement |
The convertible loan agreement between 80 Mile and Greenland Energy dated 12 November 2026, as described in paragraph 13 (Convertible Loan) of this Announcement |
|
Co-operation Agreement |
the co-operation agreement between Greenland Energy and 80 Mile dated 12 November 2026, as described in paragraph 12 (Combination-related arrangements) of this Announcement |
|
Court |
the High Court of Justice in England and Wales |
|
Court Hearing |
the hearing of the Court at which 80 Mile will seek the Court Order |
|
Court Meeting |
the meeting or meetings of 80 Mile Shareholders to be convened by the Court pursuant to Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment approved or imposed by the Court and agreed to by Greenland Energy and 80 Mile) including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document |
|
Court Order |
the order of the Court sanctioning the Scheme under section 899 of the Companies Act |
|
CREST |
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations) |
|
Dealing Disclosure |
an announcement containing details of the interests or short positions in, or rights to subscribe for, any relevant securities of the party to the offer in whose securities the person disclosing has dealt as well as the person’s positions (if any) in the relevant securities of any other party to the offer, unless these have previously been published under Rule 8 (and have not changed) |
|
Disclosed |
the information which has been fairly disclosed: (i) in writing prior to the date of this Announcement by or on behalf of 80 Mile to the Greenland Energy Group including (without limitation) via the virtual data room operated on behalf of 80 Mile in respect of the Combination or via email; (ii) during the management presentations by or on behalf of 80 Mile to the Greenland Energy Group; (iii) in 80 Mile’s published annual report, interim results and accounts published prior to the date of this Announcement; (iv) in a public announcement by 80 Mile prior to the date of this Announcement by way of any Regulatory Information Service; or (v) in this Announcement |
|
Effective |
means: (i) if the Combination is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or (ii) if the Combination is implemented by way of an Offer, the Offer having been declared or become wholly unconditional in accordance with the requirements of the Code |
|
Effective Date |
the date on which the Combination becomes Effective |
|
Exchange Act |
the U.S. Securities Exchange Act of 1934 (as amended) |
|
Exchange Ratio |
the ratio for exchange of Greenland Energy Stock for 80 Mile Shares in connection with the Combination, being for each 80 Mile Share, 0.0079485 New Greenland Energy Stock |
|
Excluded Shares |
(a) any 80 Mile Shares beneficially owned by Greenland Energy or any other member of the Greenland Energy Group and (b) any shares held by 80 Mile as treasury shares |
|
Expiring Greenlandic Licences |
each of MEL 2012-29 and MEL 2020-10 (held by Nikkeli Greenland A/S), MEL 2015-08 (held by Dundas Titanium A/S) and MEL 2020-03 (held by Disko Exploration Ltd), which are set to expire on 31 December 2026 |
|
Farm Out Agreement |
the farm out agreement entered into on 9 September 2025 between March GL Company, which at the time was not a member of the Greenland Energy Group, with 80 Mile, pursuant to which March GL obtained the right to earn up to a 70 per cent. working interest in the Jameson Project |
|
FCA |
the UK Financial Conduct Authority |
|
Forms of Proxy |
the forms of proxy in connection with each of the Court Meeting and the 80 Mile General Meeting, which shall accompany the Scheme Document |
|
Greenland Energy |
Greenland Energy Company with its headquarters at 3400 East Bayaud Avenue Suite 400 Denver, CO 80209 United States |
|
Greenland Energy Board |
the board of directors of Greenland Energy |
|
Greenland Energy Directors |
the directors of Greenland Energy at the date of this Announcement |
|
Greenland Energy Group |
Greenland Energy and its subsidiary undertakings and associated undertakings |
|
Greenland Energy Proxy Statement |
the proxy statement on Schedule 14A, together with any amendments or supplements thereto, which is anticipated to be mailed to Greenland Energy Stockholders in connection with the Greenland Energy Stockholder Meeting and the approval by the Greenland Energy Stockholders of the issuance of the New Greenland Energy Stock |
|
Greenland Energy Stockholder Meeting |
the special meeting of Greenland Energy Stockholders (including any adjournment or postponement thereof) convened for the purpose of considering and approving the issuance of the New Greenland Energy Stock |
|
Greenland Energy Stockholders |
the holders of Greenland Energy Stock |
|
Greenland Energy Stock |
shares of common stock, par value $0.0001 per share, of Greenland Energy |
|
Greenlandic FDI Regime |
means any Greenlandic law, regulation or other legal instrument regulating foreign direct investment or any similar investment screening regime applicable in Greenland, including any enacted or brought into force on or before the Effective Date |
|
Greenlandic Licences |
means all hydrocarbon, mineral resource or other licenses in Greenland or issued under Greenlandic law held by any member of the Wider 80 Mile Group, including but not limited to those held by White Flame Energy A/S, Nikkeli Greenland A/S, Dundas Titanium A/S and Disko Exploration Ltd, and including for the avoidance of doubt, the Expiring Greenlandic Licences |
|
Independent 80 Mile Directors |
Mike Hutchinson and Ingo Hofmaier |
|
Insolvency Condition |
Conditions 3(k)(x) and 3(k)(xi) (or in either case there being no agreement or other arrangement of the same (as per Condition 3(k)(xxi)), in each case as set out in Part A of Appendix I to this Announcement. |
|
irrevocable undertakings |
the irrevocable undertakings given by (i) the Independent 80 Mile Directors and Roderick McIllree to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Combination at the 80 Mile General Meeting, and (ii) the Greenland Energy Directors who hold Greenland Energy Stock to vote in favour of all resolutions to be proposed at the Greenland Energy Stockholder Meeting, as detailed in paragraph 10 (Irrevocable undertakings) of this Announcement |
|
Jameson Project |
the Jameson Land Basin in East Greenland which is the subject of the Farm Out Agreement |
|
Loan |
the convertible loan made available by Greenland Energy pursuant to the terms and conditions set out in the Convertible Loan Agreement |
|
London Stock Exchange |
London Stock Exchange plc |
|
Long Stop Date |
30 September 2027, or such later date as may otherwise be agreed in writing by 80 Mile and Greenland Energy (with the Panel’s consent, if required), or in a competitive situation, as may be specified by Greenland Energy with the consent of the Panel, or directed by the Panel and in each case as the Court may approve (if such approval is required) |
|
Joint Broker |
SP Angel |
|
March GL |
March GL Company |
|
Market Abuse Regulation |
Regulation (EU) No 596/2014 of the European Parliament and the Council of 16 April 2014 (as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) |
|
Material Regulatory Conditions |
means the Conditions set out in paragraphs 3(a) and 3(b) of Part A of Appendix I of this Announcement, relating to Greenland and Italy |
|
Nasdaq |
The Nasdaq Stock Market |
|
New Greenland Energy Stock |
the new Greenland Energy Stock proposed to be issued to 80 Mile Shareholders in connection with the Combination |
|
Offer |
if the Combination is implemented by way of a takeover offer (as that term is defined in section 974 of the Companies Act), the offer to be made by or on behalf of Greenland Energy, or an associated undertaking thereof, to acquire the entire issued and to be issued ordinary share capital of 80 Mile including, where the context admits, any subsequent revision, variation, extension or renewal of such offer |
|
Offer Period |
the period in respect of 80 Mile commencing on 8 September 2026 and ending on:
in each case other than where such lapsing or withdrawal is a result of Greenland Energy exercising its right to implement the Combination by way of an Offer |
|
Offer Value |
1.28 pence per 80 Mile Share based on the closing Greenland Energy share price of $2.14 and £/US$ exchange rate of US$1.33 : £1.00 on 11 November 2026, being the close of business on the last day prior to the announcement by 80 Mile of the Offer |
|
Opening Position Disclosure |
an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer if the person concerned has such a position, as defined in Rule 8 of the Code |
|
Panel |
the UK Panel on Takeovers and Mergers |
|
Registrar of Companies |
the Registrar of Companies in England and Wales |
|
Regulatory Information Service |
a primary information provider (as defined in the FCA’s Handbook of Rules and Guidance) |
|
Relevant Exchange Rate |
the spot reference rate for a transaction between pounds sterling and U.S. dollars as quoted by the Bank of England on the Business Day immediately preceding the date on which any dividend is paid or any other distribution or return of value or capital to its shareholders is made by 80 Mile (or, if no such rate is quoted on that date, on the preceding date on which such rate is quoted) |
|
Restricted Jurisdiction |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Combination is sent or made available to 80 Mile Shareholders in that jurisdiction |
|
Scheme |
the proposed scheme of arrangement under Part 26 of the Companies Act between 80 Mile and 80 Mile Shareholders to implement the Combination to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Greenland Energy and 80 Mile |
|
Scheme Document |
the document to be sent to (amongst others) 80 Mile Shareholders containing, inter alia, the full terms and conditions of the Scheme and details of the Combination and convening the 80 Mile General Meeting and Court Meeting, including (as the context requires) any supplemental circular or document to be published in connection with such circular |
|
Scheme Record Time |
the time and date to be specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately preceding the Effective Date, or such other time as Greenland Energy and 80 Mile may agree |
|
Scheme Shareholder |
a holder of Scheme Shares |
|
Scheme Shares |
all 80 Mile Shares:
and (where the context requires), in each case which remain in issue at the Scheme Record Time (but excluding the Excluded Shares) |
|
Scheme Voting Record Time |
the time and date to be specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day two days prior to the Court Meeting or any adjournment thereof (as the case may be) |
|
SEC |
the U.S. Securities and Exchange Commission |
|
Securities Act |
the U.S. Securities Act of 1933 (as amended) |
|
Significant Interest |
a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) |
|
SP Angel |
SP Angel Corporate Finance LLP, Rule 3 Adviser, Nominated Adviser and Joint Broker to 80 Mile |
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
|
U.S. or United States |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
|
Wider 80 Mile Group |
80 Mile and its subsidiary undertakings, associated undertakings and any other undertaking in which 80 Mile or such undertakings (aggregating their interests) have a Significant Interest (in each case, from time to time) but excluding the Wider Greenland Energy Group |
|
Wider Greenland Energy Group |
Greenland Energy and its subsidiary undertakings, associated undertakings and any other undertaking in which Greenland Energy or such undertakings (aggregating their interests) have a Significant Interest (in each case, from time to time) but excluding the Wider 80 Mile Group |
All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are to the lawful currency of the United Kingdom. All references to USD, $, US$, U.S. dollars, United States dollars and cents are to the lawful currency of the United States of America.
All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, amended, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.
All references to “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the respective meanings given to them in the Companies Act.
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