Binding agreements signed to acquire Dunbar Energy

Ethtry PLC

14 September 2026

 

14 September 2026

ETHTRY PLC

("Ethtry" or the "Company")

Binding agreements signed to acquire Dunbar Energy

Acquisition to establish a US data centre and energy development platform

Ethtry PLC (AQSE: ETHY) is pleased to announce that, further to its announcement of 12 August 2026, it has entered into binding agreements to acquire the entire issued share capital of Dunbar Energy Ltd and Dunbar Energy Inc (together, "Dunbar Energy"). The acquisition marks a major step in Ethtry's development, bringing together US data centre and energy interests that the Board believes offer a compelling platform for growth and long-term shareholder value creation.

Highlights for Ethtry shareholders

●     A broader growth opportunity: Exposure through Ethtry to a portfolio of US data centre and energy interests, including project options, an exclusive letter of intent and deep gas rights.

●     Full ownership of Dunbar Energy: The acquisition of both Dunbar entities would bring their interests under the Ethtry group, creating a platform from which to advance the underlying opportunities.

●     50/50 completion alignment: A pro rata bonus capitalisation issue immediately before Completion will increase the collective holding of existing Ethtry shareholders to 3,759,398,474 ordinary shares. Following the issue of the same number of Consideration Shares to the Dunbar Vendors, each group will hold 50 per cent. of the issued share capital immediately after Completion, before any subsequent dilution.

●     Existing warrant protection: All outstanding existing Ethtry warrants will be adjusted by reference to the Bonus Issue so that warrant holders are placed, as nearly as practicable, in the same economic position as immediately before it, subject to the terms of the relevant instruments and required approvals.

●     Performance alignment: Part of the vendor consideration is linked to performance, including up to approximately 15 per cent. of the enlarged share capital for the Dunbar Vendors under an earn-out that is met only if both a share-price test (a 20-trading-day VWAP of at least 0.30p per share, twice the 0.15p reference placement price) and a minimum-liquidity condition are satisfied.

●     Vendor commitment: All vendors will enter into a lock-in agreement and certain vendors have entered into lock-in and orderly market agreements, supporting an orderly approach to any disposals of their Ethtry shares.

Mike Murphy, Executive Chairman of Ethtry PLC, commented:

"I see this as a defining opportunity for Ethtry. We are taking a decisive step towards building a US data centre and energy business, giving our existing shareholders the opportunity to participate in its development through the Company they already own.

Our objective is substantial, lasting value per share. That means progressing the underlying opportunities, allocating capital carefully and translating commercial progress into shareholder value. The performance-linked element of the vendor consideration supports that alignment.

Crucially, the proposed bonus capitalisation is intended to preserve the agreed 50/50 alignment at Completion. Existing Ethtry shareholders will collectively hold the same number of ordinary shares as the Dunbar Vendors immediately following Completion, and existing warrant holders will receive a corresponding economic adjustment, before any later dilution from warrants, the earn-out, management incentives or a fundraising.

We have a clear ambition to build a business of greater scale around these US opportunities. Signing the binding agreements is a major step towards that ambition, and I am determined to turn the opportunity before us into meaningful results for our shareholders."

Strategic rationale and US portfolio

For existing Ethtry shareholders, the acquisition adds exposure to a portfolio with potential routes into US data centre development and associated energy opportunities. The Board believes that bringing these interests together within the Ethtry group would broaden the Company's commercial prospects and provide a foundation for building a larger business over time.

Dunbar Energy's interests comprise:

●     ROG project: An exclusive letter of intent held by a wholly-owned subsidiary of Dunbar Energy Ltd, in respect of the previously disclosed ROG acquisition. The letter of intent remains in force and its exclusivity is being progressed, with attorneys preparing schedules to the definitive documentation; the acquisition is not yet binding and remains subject to definitive agreements and funding.

●     PTAL project: A contractual option held by PTAL LLC, a subsidiary of Dunbar Energy Ltd, over an approximately 104-acre property intended for use as a data centre site. The option was extended on 4 September 2026 and is unexercised; it is now nearing completion, with advisers preparing the definitive documentation.

●     McKean: Approximately 1,383 acres of deep rights held by McKean Natural Gas Company LLC, a subsidiary of Dunbar Energy Ltd.

●     ACT project: A contractual option held by Dunbar Energy Inc in respect of the ACT project. The option documentation is in the course of execution; progression remains subject to definitive documentation and final payment.

The acquisition gives Ethtry ownership of the Dunbar entities holding these interests. Progression of the underlying opportunities remains subject to the relevant contractual terms and any applicable funding, permitting and development requirements.

Acquisition structure and consideration

The binding agreements comprise a Sale and Purchase Agreement in respect of Dunbar Energy Ltd and a Share Exchange Agreement in respect of Dunbar Energy Inc (together, the "Agreements"). The acquisition of Dunbar Energy Inc will be effected by Ethtry USA Inc, a newly incorporated, wholly owned Nevada subsidiary of the Company, pursuant to the Share Exchange Agreement.

A total of 3,759,398,474 new ordinary shares in the Company (the "Consideration Shares") will be issued to the vendors of Dunbar Energy (the "Dunbar Vendors"). When issued, the Consideration Shares will be credited as fully paid and rank pari passu in all respects with the Company's existing ordinary shares.

The Dunbar Vendors will also receive warrants to subscribe for a total of 3,759,398,474 ordinary shares (the "Consideration Warrants") at an exercise price of £0.0015 per share, exercisable for 12 months from the date of issue, and subject to a restriction to prevent any exercise that would take any person, together with or any person acting in concert with that person, above 29.9% of the Company's issued ordinary share capital.

Bonus capitalisation, existing shareholder alignment and warrant adjustment

The Company currently has 2,310,106,271 ordinary shares of 0.002p each in issue (the "Ordinary Shares"). Immediately prior to Completion, and subject to the necessary corporate approvals, confirmation that sufficient reserves are lawfully available for capitalisation and Admission of the Bonus Shares, the Company intends to undertake a bonus capitalisation issue to shareholders on the register at 4.30pm on 11 September 2026 (the "Bonus Record Time").

The Company will issue 1,449,292,203 new Ordinary Shares (the "Bonus Shares"), pro rata and at no cost to existing shareholders, on the basis of approximately 0.627370360 Bonus Share for each existing Ordinary Share held at the Bonus Record Time. The Bonus Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

At Completion, the Company will issue 3,759,398,474 Consideration Shares to the Dunbar Vendors. Immediately following the Bonus Issue and the issue of the Consideration Shares, the Company will have 7,518,796,948 Ordinary Shares in issue, of which existing Ethtry shareholders and the Dunbar Vendors will each hold 3,759,398,474 Ordinary Shares, representing 50 per cent. each.

Issued share capital at Completion

Position	Existing Ethtry shareholders	Dunbar Vendors	Total issued shares
Before Bonus Issue	2,310,106,271	-	2,310,106,271
After Bonus Issue (+1,449,292,203 Bonus Shares)	3,759,398,474	-	3,759,398,474
Immediately after Completion (+3,759,398,474 Consideration Shares)	3,759,398,474 (50%)	3,759,398,474 (50%)	7,518,796,948

The table above is presented immediately after Completion and before any exercise of the Consideration Warrants or existing Ethtry warrants, any issue or exercise of the Earn-Out Securities, the creation or grant of awards under any management incentive pool, or any subsequent fundraising. Any such event may result in further dilution and alter the relative ownership percentages.

Adjustment of existing Ethtry warrants

All warrants issued by Ethtry over Ordinary Shares and outstanding immediately before the Bonus Issue (the "Existing Warrants") will be adjusted in connection with the Bonus Issue so that their holders are placed, as nearly as practicable, in the same economic position as immediately before it. The final adjustment factor will be the number of Ordinary Shares held by existing shareholders immediately after the Bonus Issue divided by the number of Ordinary Shares in issue immediately before it.

The adjustment factor is approximately 1.627370360. Accordingly, the number of Ordinary Shares subject to each Existing Warrant will be multiplied by that factor and the applicable exercise price per share will be divided by the same factor (equivalent to multiplying the exercise price by approximately 0.614488272), so that the aggregate exercise cost is substantially unchanged, subject to rounding and the terms of the relevant warrant instrument.

The adjustments will be implemented under the anti-dilution provisions of the relevant warrant instruments or, where necessary, through amendments or replacement warrants, subject to all required warrant-holder, corporate, Aquis and other regulatory approvals. For clarity, this adjustment applies to Existing Warrants outstanding before the Bonus Issue; the Consideration Warrants and Earn-Out Warrants are being issued by reference to the post-Bonus Issue capital structure. The final adjusted warrant numbers and exercise prices, together with fractional-entitlement arrangements, will be announced when confirmed.

Performance incentives and shareholder alignment

Under the Agreements, the Dunbar Vendors may receive up to 1,127,819,544 additional ordinary shares (the "Earn-Out Shares"), representing approximately 15 per cent. of the enlarged issued share capital (as increased by the Earn-Out Shares), together with warrants to subscribe for a further 1,127,819,544 ordinary shares (the "Earn-Out Warrants") on the same exercise terms as the Consideration Warrants.

The Earn-Out Securities are conditional and are issued only if the volume-weighted average price of an Ethtry ordinary share is at least £0.0030 (0.30p), being twice the reference placement price of £0.0015 (0.15p) per share over any 20 consecutive trading days ending on or before the earn-out long-stop date of 31 December 2027:

For the avoidance of doubt, the £0.0030 (0.30p) share-price threshold is an absolute threshold and will not be adjusted to reflect the Bonus Issue.

Issue and exercise of the Earn-Out Securities are subject to a restriction to prevent any person, together with or any person acting in concert with that person, increasing their holding above 29.9% of the Company's issued ordinary share capital; where insufficient headroom exists, only the permitted number is issued and the balance is deferred until lawful headroom arises before 31 December 2027. The Board believes that linking part of the vendor consideration to performance helps align the Dunbar Vendors with the creation of shareholder value.

Vendor arrangements

The issue of the Consideration Warrants, Earn-Out Shares and Earn-Out Warrants, and the exercise of those warrants, are subject to a restriction to prevent any person, together with or any person acting in concert with that person, increasing their holding above 29.9% of the Company's issued ordinary share capital.  In addition, issue and exercise of these instruments shall not be permitted such that, the Dunbar Vendors together with their respective concert parties, would be interested in aggregate in Ordinary Shares carrying more than 50% of the voting rights in Ethtry from time to time.

All Dunbar Vendors will enter into a lock-in agreement until 31 December 2026. Certain Dunbar Vendors who will hold 25.2% of the enlarged share capital at completion will be subject to a longer lock-in until 9 September 2027, followed by orderly market arrangements until 9 September 2028.

Board and completion

With effect from completion, it is intended that the Board will comprise Mike Murphy, David Levis and Stephen Winfield. Sonu Mirchandani and Zak Newton are proposed appointees to the Board. A further announcement will be made in due course regarding the proposed appointments of Sonu Mirchandani and Zak Newton, following completion of customary due diligence.

Completion remains subject to, amongst other things, admission of the Bonus Shares and Consideration Shares to trading on the Aquis Growth Market. A further announcement will confirm completion and the issue and commencement of trading of the Consideration Shares and the Bonus Shares. For further information, please refer to the Company's announcement of 12 August 2026.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

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

Enquiries

Ethtry PLC

Mike Murphy - [e-mail]

Steve Winfield - [e-mail]

AlbR Capital Limited

Aquis Corporate Adviser

David Coffman

[phone]

Temeraire Partners

Dunbar Corporate Advisor

Chloe Finamore - [e-mail]

 

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