Strategic US$15m combination with Dunbar Energy

Ethtry PLC

12 August 2026

 

12 August 2026

ETHTRY PLC

("Ethtry" or the "Company")

Strategic US$15m combination with Dunbar Energy

Creates enlarged US-focused energy and digital infrastructure platform

Ethtry PLC (AQSE: ETHY) is pleased to announce that it has agreed Heads of Terms to acquire 100% of Dunbar Energy Ltd and Dunbar Energy Inc (together "Dunbar"), companies developing behind-the-meter gas to electricity powered data centre shell projects, creating an enlarged US-focused energy and digital infrastructure business with an indicative combined pre-money equity value of US$15 million ("Acquisition" or "Transaction").

The proposed Transaction represents a major step in Ethtry's strategy to build a significantly larger, asset-backed business positioned at the intersection of energy, digital infrastructure and growing data-centre demand.

Transaction Highlights

·      US$15 million combination based on current Ethtry share price

·      Value-accretive acquisition for Ethtry of Dunbar and its US natural gas interests and options

·      New share issuance to Dunbar shareholders at an Ethtry share price of 0.15 pence per share

·      50/50 alignment - existing Ethtry shareholders and Dunbar vendors expected each to own approximately 50% of the enlarged entity ("Enlarged Group") immediately following completion of the Acquisition ("Completion")

·      Additional 15% earn-out for Dunbar vendors - entirely performance-linked, requiring sustained and substantial share-price growth and minimum market liquidity

·      Ethtry retains overall Board control, with Mike Murphy continuing as Chairman

·      Performance-based management incentive pool to be created, aligned with future shareholder value creation

·      Proposed warrant rationalisation following Completion to reduce warrant overhang and simplify the Company's capital structure

The Combination

Ethtry has agreed Heads of Terms with the directors of Dunbar for the acquisition of 100% of Dunbar's issued share capital.  The combination will bring together Ethtry's listed platform, capital markets access and existing energy and digital infrastructure strategy and investments with Dunbar's US natural gas interests, options and development capabilities.

The parties have attributed an indicative pre-money equity value of US$7.5 million to each business, implying a combined pre-money valuation of US$15 million.  The transaction is referenced to the Ethtry closing bid price of 0.15 pence as at 11 August 2026.

Dunbar's Strategy and the Data-Centre Opportunity

The proposed Acquisition is fully consistent with the strategic refocus announced on 13 July 2026. That announcement established a solar-led strategy which expressly encompassed associated infrastructure, data-centre opportunities and investment or collaboration with third-party projects, and confirmed that due diligence was underway on a US data-centre opportunity. The proposed Acquisition represents the next stage of that disclosed US workstream. Ethtry's UK solar pipeline remains an active and important part of the strategy. Dunbar will sit alongside and complement that pipeline by adding an asset-backed US platform designed to provide reliable behind-the-meter power to digital infrastructure in a materially different planning and power market. The Board therefore regards the Acquisition as a significant acceleration and expansion of the energy and data-centre strategy already communicated to shareholders, rather than a departure from it.

Dunbar's strategy is directly aligned with, and provides the asset base to advance, Ethtry's stated positioning at the intersection of energy, digital infrastructure and growing data-centre demand. Dunbar's portfolio comprises owned deep gas rights together with rights to acquire further gas production, acreage and associated infrastructure in Pennsylvania, USA. Through these interests, Dunbar is developing an integrated model that converts on-site natural gas into behind-the-meter electricity to power data-centre and other high-intensity computing load. Rather than selling gas into the commodity market, the approach is intended to capture a greater share of the energy value chain by generating lower-cost, reliable power close to the point of production and supplying it directly to digital infrastructure. For Ethtry, the combination adds operational substance and a development pipeline to the digital infrastructure strategy the Company has already articulated, consistent with its objective of building a larger, asset-backed, US-focused platform.

The Board believes the opportunity is underpinned by a structural shift in the data-centre market, where access to sufficient, reliable and affordable power  rather than land or buildings has become the principal constraint on new capacity, driven by the rapid growth of artificial intelligence, cloud and high-performance computing. Behind-the-meter generation, in which power is produced at or adjacent to the site and delivered directly to the computing load, is designed to address that constraint by reducing dependence on constrained electricity grids and lengthy interconnection queues while improving cost and security of supply. Dunbar's interests are intended to combine gas supply, on-site generation, grid connectivity and suitable sites within a single development an approach the Directors consider a natural extension of Ethtry's announced strategic direction and a means of accelerating its delivery. Further detail on the asset base, including independent technical assessments, will be provided in due course.

Existing Shareholder Alignment

The Transaction has been structured to align existing Ethtry shareholders with the incoming Dunbar shareholders.

Immediately prior to Completion, Ethtry intends to undertake a bonus capitalisation issue to its existing shareholders so that following completion, existing Ethtry shareholders and the Dunbar vendors are expected to each own approximately 50% of the Enlarged Group which will be valued at US$15m based on the Ethtry closing bid price of 0.15 pence on 11 August 2026.

Final share, warrant and bonus issue numbers will be announced following completion of the definitive documentation.

Performance-Linked Earn-Out

The Dunbar vendors may receive additional Ethtry shares and warrants representing approximately 15% of the pre-placing enlarged issued share capital, but only if certain agreed post-Completion performance targets are achieved.

These will include a sustained 20-trading-day VWAP share price increase together with minimum liquidity requirements designed to ensure that any earn-out reflects genuine stock market and share price performance.

No earn-out is triggered simply by Completion of the Acquisition.

Board and Management

Following Completion:

·      Mike Murphy will remain Chairman;

·      Stephen Winfield will remain Executive Director;

·      David Levis will remain Non-Executive Director;

·      Zak Newton will join the Board; and

·      Sonu Mirchandani will join the Board.

Ethtry will therefore retain overall Board control.

A management incentive pool representing 10% of the Enlarged Group's equity is also intended to be established. Awards will be performance-based and will not carry attaching warrants.

Warrant Rationalisation

Following Completion, the Board intends to consider a voluntary restructuring of Ethtry's existing warrants.

The objective will be to reduce warrant overhang, strengthen the balance sheet, simplify the capital structure and improve the Company's attractiveness to institutional investors.

Any proposal will be announced separately.

Chairman's Comment

Mike Murphy, Chairman of Ethtry, commented:

"This is an important transaction for Ethtry and a major step in the execution of our energy and digital strategy.

We are proposing to combine two businesses, each of an equal US$7.5 million valuation to create a substantially larger US-focused energy and digital infrastructure platform.

Importantly, existing Ethtry shareholders are expected to retain approximately 50% of the Enlarged Group, while the Dunbar vendors' additional earn-out is entirely dependent upon delivering sustained market performance.

Ethtry will retain Board control and I will remain Chairman.

Our objective is straightforward: to create a larger and more institutionally relevant company capable of delivering substantial long-term shareholder value.

We will continue with our extensive due diligence to move towards definitive documentation and Completion."

Next Steps

The parties are proceeding with due diligence and preparation of a definitive conditional share purchase agreement.

The proposed Acquisition remains subject to satisfactory due diligence, execution of definitive documentation, satisfaction of agreed conditions precedent and applicable corporate and regulatory requirements.

Further announcements will be made as appropriate.

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 / Dan Harris

[phone]

Temeraire Partners

Dunbar Corporate Advisor

Chloe Finamore

[e-mail]

Important Notice - Ethereum Treasury Holdings and Risk Disclosure

Ethtry has adopted a Cryptoassets Treasury Policy outlining its intention, subject to market conditions, to allocate a portion of its future treasury reserves to Ethereum ("ETH"), including L2, and stablecoins (USDC, USDT, etc.). This policy has been prepared to comply with the Aquis Cryptoassets Policy and relevant provisions of the Financial Services and Markets Act 2000 ("FSMA").

The Company holds cryptoassets and may continue to acquire these in the future as part of its treasury management strategy. The Company is not authorised or regulated by the Financial Conduct Authority ("FCA"), and investments in the Company's shares are not protected by the Financial Services Compensation Scheme ("FSCS") or the Financial Ombudsman Service ("FOS").

Shareholders should note that Ethereum, including L2, and stablecoins (USDC, USDT, etc.) are a high-risk, volatile asset class. Risks include significant price fluctuations, custody and cyber-security vulnerabilities, liquidity and counterparty risks, regulatory uncertainty and the absence of statutory investor protection. Cryptoassets are high-risk investments, and investors should be prepared to lose all the money they invest. The Company's full Cryptoassets Risk Disclosure, prepared in accordance with the Aquis Cryptoassets Policy, has been published on its website and is available upon request from the Company.

 

END