Update re Proposed Reverse Takeover Transaction

Beacon Energy PLC

18 February 2026

 

18 February 2026

Beacon Energy plc

("Beacon Energy" or the "Company")

Update re Proposed Reverse Takeover Transaction

Proposed Acquisition of a significant interest in LNEnergy,

Proposed Fundraise,

Publication of Admission Document and

Notice of Extraordinary General Meeting

Beacon Energy (AIM:BCE) is pleased to announce that, further to the Share Purchase Agreement ("SPA") with Reabold Resources plc ("Reabold") (as announced on 7 October 2025), the Company has today published an admission document dated 17 February 2026 (the "Admission Document"), incorporating a formal Notice of Extraordinary General Meeting, in relation to, inter alia, the proposed acquisition of a significant strategic investment in LNEnergy Limited ("LNEnergy") (the "Acquisition"), and the associated conditional issue of 97,191,443 new Ordinary Shares ("Fundraise Shares") at a price of 3.9 pence ("Fundraise Price") to raise, in aggregate, gross proceeds of £3.79 million (the "Fundraise").

The proposed Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject, inter alia, to the approval of Shareholders at the Extraordinary General Meeting, notice of which is set out at the end of the Admission Document and which will be held at 9.00 a.m. London time on 5 March 2026 at the offices of FIM Capital Limited,  55 Athol Street, Douglas, Isle of Man, IM1 1LA.

Restoration of Trading

The Company's Existing Ordinary Shares were suspended from trading on AIM on 27 June 2025 pending the completion of the Acquisition, classified as a reverse takeover under the AIM Rules. Application will be made to the London Stock Exchange in due course for the Enlarged Share Capital to be admitted to trading on AIM following completion of the Acquisition. Admission of the Enlarged Share Capital to trading on AIM is expected to take place on or around 6 March 2026, subject to the passing of the Resolutions and the satisfaction of all other conditions. The expected timetable of events can be found at the end of this announcement.

Further comprehensive information on the LNEnergy assets, the Acquisition, the Fundraise and the Resolutions can be found in the Company's Admission Document (and the Notice of Extraordinary General Meeting set out therein), is available on the Company's website at www.beaconenergyplc.com and which has been posted to Shareholders.

Stewart MacDonald, Chief Executive Officer of Beacon Energy, commented:

"The completion of a strategic investment in LNEnergy will be transformative for Beacon, providing the Company with proven reserves, a pathway to production and an exciting pipeline of value catalysts over the next 18 months. We look forward to updating Shareholders and the market on our progress in due course."

Notice of Extraordinary General Meeting

The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject, inter alia, to the approval of Shareholders at the Extraordinary General Meeting which will be held at 9.00 a.m. London time on 5 March 2026 at the offices of 55 Athol Street, Douglas, Isle of Man, IM1 1LA. (the "Extraordinary General Meeting"), formal notice of which is incorporated in the Company's Admission Document (the "Notice of Extraordinary General Meeting"). If the relevant Resolutions are duly passed at the Extraordinary General Meeting, the Company's existing trading facility on AIM will be cancelled, and the Company will apply for the Enlarged Share Capital to be re-admitted to trading on AIM.

The Notice of Extraordinary General Meeting sets out resolutions to approve, inter alia, the Acquisition and the Fundraise.

Assuming that the Resolutions are approved, it is expected that Admission will occur and trading in the Enlarged Share Capital, including the New Ordinary Shares will commence at 8.00 a.m. (London time) on 6 March 2026.

Shareholders should note that the Resolutions are inter-conditional. If any of the Resolutions are not passed at the Extraordinary General Meeting, the Acquisition and the Fundraise will not proceed, and the Directors will need to consider alternative options for the Company. The Company will have expended material funds in pursuing the proposed Acquisition and would therefore incur significant abort costs and it is unlikely that a suitable alternative Re-admission Transaction and/or funding on similar commercial terms to the Fundraise can be obtained on a timely basis or at all and it is likely that admission of the Company's Existing Ordinary Shares will be cancelled and the Company will subsequently enter administration.

A Form of Proxy is enclosed to the Admission Document which, to be valid, must be completed and delivered, sent by post or sent by email to corporate.governance@fim.co.im or by facsimile to + 44 (0)1624 604790 together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy or copy in some other manner approved by the directors of such authority) to FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA so as to arrive not later than 9.00 a.m. on 3 March 2026 or, in the event that the meeting is adjourned, not later than 48 hours before the time appointed for the meeting or any adjournment thereof.

The Chairman of the Extraordinary General Meeting will direct that voting on all Resolutions set out in the Notice will take place by way of a poll. The final poll vote result on each resolution will be published immediately after the Extraordinary General Meeting on the Company's website.

Terms used but not defined in this announcement have the same meaning as set out in the Company's Admission Document which was published on 17 February 2026.

Enquiries:

Beacon Energy plc Stewart MacDonald (CEO)	[phone] (via Burson Buchanan)
Strand Hanson Limited (Financial and Nominated Adviser) Rory Murphy / James Bellman	[phone]
Burson Buchanan (Financial PR) Barry Archer / George Pope	[phone]
Tennyson Securities Limited (Broker) Peter Krens	[phone]

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on 6 March 2026. Definitive share certificates in respect of the Fundraise Shares will be dispatched on or before 13 March 2026.

A summary of the Acquisition and Fundraising statistics and expected timetable of principal events is set out below.

Expected Timetable of Principal Events

Publication of the Admission Document	17 February 2026
Latest time and date for receipt of Forms of Proxy	9.00 a.m. (London time) on 3 March 2026
Extraordinary General Meeting	9.00 a.m. (London time) on 5 March 2026
Announcement of result of Extraordinary General Meeting	5 March 2026
Escrow Completion*	6 March 2026
Admission and commencement of dealings in the Enlarged Share Capital on AIM	6 March 2026
Completion of the Acquisition	6 March 2026
CREST accounts expected to be credited in respect of the Fundraise Shares in uncertified form	6 March 2026
Despatch of definitive share certificates in respect of the Fundraise Shares	By 13 March 2026

Note: Each of the times and dates set out above and mentioned elsewhere in the document may be subject to change at the absolute discretion of the Company and Strand Hanson without further notice. All references are to London time unless otherwise stated. Temporary documents of title will not be issued.

Placing and Admission Statistics

Number of Existing Ordinary Shares in issue at the date of this document	18,511,680
Fundraise Price	3.9 pence
Enlarged Share Capital - Number of Ordinary Shares on Admission, including:	124,790,040
Number of Fundraise Shares	97,191,443
Number of First Acquisition Consideration Shares	9,086,917
Options and Warrants outstanding as a percentage of the Enlarged Share Capital on Admission	4.50%
Market capitalisation following Admission at the Fundraise Price	£4.87 million
Gross proceeds of the Fundraise	£3.79 million
Estimated net proceeds of the Fundraise*	£3.06 million
Ticker	BCE
ISIN of the Existing Ordinary Shares	IM00BW9JFW84
SEDOL of the Existing Ordinary Shares	BW9JFW8
Legal Entity Identifier	213800TZWOYU7UFZ5V63

* The net proceeds comprises the Placing, the Subscription, the Director Fee Shares and Adviser Fees Shares issued in lieu of payments outstanding as at the date of Admission, and the net proceeds of the WRAP Offer.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018.

Strand Hanson is acting as Nominated and Financial Adviser to the Company and Tennyson Securities is acting as Broker to the Company.

 

END