Result of Annual General Meeting

Lansdowne Oil & Gas plc

26 May 2026

 

26 May 2026

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

Result of Annual General Meeting

Lansdowne Oil & Gas plc (AIM: LOGP) is pleased to announce that at the Annual General Meeting of the Company held at the offices of Howard Kennedy LLP, 1 London Bridge, London, SE1 9BG at 11:00 a.m. on 26 May 2026, each resolution was duly passed by the requisite majority on a show of hands.

The resolutions passed included the approval of:

·    the conditional acquisition of São Gabriel Mineração Ltda. ("SGM");

·    the placing of 1,900,000,000 new ordinary shares at 0.1 pence per share;

·    the change of name of the Company to Lansdowne Resources Plc;

·    the 5:1 share consolidation;

·    the bonus issue of New Preference Shares carrying rights to the ECT Legal Claim;

·    the appointment of Luis Azevedo as a non-executive director of the Company with effect from Admission;

·    the adoption of New Articles of Association; and

·    all other resolutions as set out in the Notice of Annual General Meeting contained within the AIM Admission Document published on 30 April 2026.

The proxy votes received for the Annual General Meeting were as follows:

Resolution	Vote type	Voted	Voted %	% of Issued Share Capital
1. Approve Annual Report and financial statements for year	For Against Votes Withheld Discretion	396,902,522 72,238 56,141 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
2. Re-appoint PKF Littlejohn as auditors	For Against Votes Withheld Discretion	396,895,871 67,238 67,792 6,000	99.98 0.02 0.00 0.00	28.48 0.00 0.00 0.00
3. Authorise Directors to fix remuneration of Auditors	For Against Votes Withheld Discretion	360,268,588 127,979 62,792 6,000	99.96 0.04 0.00 0.00	25.85 0.01 0.00 0.00
4. Re-elect Stephen Boldy	For Against Votes Withheld Discretion	360,387,121 72,238 0 6,000	99.98 0.02 0.00 0.00	25.86 0.01 0.00 0.00
5. Re-elect Jeffrey Auld	For Against Votes Withheld Discretion	396,958,663 72,238 0 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
6. Re-elect Daniel McKeown	For Against Votes Withheld Discretion	396,958,663 72,238 0 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
7. Rule 14 - Approve acquisition of SGM	For Against Votes Withheld Discretion	396,958,663 72,238 0 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
8. Appoint Luis Azevedo as Director	For Against Votes Withheld Discretion	396,895,871 72,238 62,792 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
9. Allot consideration shares	For Against Votes Withheld Discretion	396,838,757 192,144 0 6,000	99.95 0.05 0.00 0.00	28.48 0.01 0.00 0.00
10. Approve the consolidation	For Against Votes Withheld Discretion	396,902,322 127,979 600 6,000	99.97 0.03 0.00 0.00	28.48 0.01 0.00 0.00
11. Approve the bonus issue	For Against Votes Withheld Discretion	396,802,522 227,979 400 6,000	99.94 0.06 0.00 0.00	28.47 0.02 0.00 0.00
12. Approve share option plan	For Against Votes Withheld Discretion	396,958,263 72,238 400 6,000	99.98 0.02 0.00 0.00	28.48 0.01 0.00 0.00
13. Approve bonus payment to Directors	For Against Votes Withheld Discretion	396,739,730 227,979 63,192 6,000	99.94 0.06 0.00 0.00	28.47 0.02 0.00 0.00
14. Approve purchase of deferred shares	For Against Votes Withheld Discretion	360,268,588 127,979 62,792 6,000	99.96 0.04 0.00 0.00	25.85 0.01 0.00 0.00
15. Section 570 allotment authority	For Against Votes Withheld Discretion	396,720,224 247,885 62,792 6,000	99.94 0.06 0.00 0.00	28.47 0.02 0.00 0.00
16. Adopt new Articles of Association	For Against Votes Withheld Discretion	396,839,730 127,979 62,792 6,400	99.97 0.03 0.00 0.00	28.48 0.01 0.00 0.00
17. Change of name to Lansdowne Resources Plc	For Against Votes Withheld Discretion	396,958,663 67,238 5,000 6,000	99.98 0.02 0.00 0.00	28.48 0.00 0.00 0.00

The Company expects Readmission of the Enlarged Share Capital to trading on AIM to become effective at 8.00 a.m. on 27 May 2026, at which point dealings in the New Ordinary Shares are expected to commence under the ticker LRES. The Company also notes that the WRAP Retail Offer closed successfully and that up to 190,000,000 Retail Offer Shares at a price of 0.1 pence per share will be issued to retail investors in connection with Readmission, the allotment of which is conditional on Readmission.

The Company will now proceed to register the change of name with Companies House and a further update will be made in due course.

Jeffrey Auld, Non-Executive Chairman of Lansdowne Oil & Gas plc, commented:

"We are delighted to have received such strong shareholder support for all aspects of the transaction. We look forward to returning to trading on AIM, advancing our new critical minerals work programme in Brazil and continuing our ECT arbitration to seek compensation for the loss of the Barryroe asset. Finally, I would like to welcome Luis Azevedo to our Board and we look forward to working with him."

For further information please contact:

Lansdowne Oil & Gas plc
Steve Boldy
SP Angel Corporate Finance LLP	[phone]
Nominated Adviser and Joint Broker
Stuart Gledhill
Charlie Bouverat
Tavira Financial Limited	[phone]
Joint Broker
Oliver Stansfield Jonathan Evans

PDMR Notification

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Stephen Boldy
2.	Reason for the notification
a)	Position/status:	Chief Executive Officer
b)	Initial notification/amendment:	Initial notification
3.	Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Lansdowne Oil & Gas plc
b)	LEI:	213800V994AL9RVAHG27
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each ISIN:    GB00B1250X28
b)	Nature of the transaction:	Conversion of Convertible Loan Notes into Ordinary Shares
c)	Price(s) and volume(s):	Prices(s) Volume(s) 0.1 pence 6,000,000
d)	Aggregated information: Aggregated volume: Price:	Prices(s) Volume(s) 0.1 pence 6,000,000
e)	Date of transaction:	26 May 2026
f)	Place of transaction	London, UK

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jeffrey Auld
2.	Reason for the notification
a)	Position/status:	Non-Executive Chairman
b)	Initial notification/amendment:	Initial notification
3.	Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Lansdowne Oil & Gas plc
b)	LEI:	213800V994AL9RVAHG27
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each ISIN:    GB00B1250X28
b)	Nature of the transaction:	Conversion of Convertible Loan Notes into Ordinary Shares
c)	Price(s) and volume(s):	Prices(s) Volume(s) 0.1 pence 27,300,000
d)	Aggregated information: Aggregated volume: Price:	Prices(s) Volume(s) 0.1 pence 27,300,000
e)	Date of transaction:	26 May 2026
f)	Place of transaction	London, UK

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Luis Azevedo
2.	Reason for the notification
a)	Position/status:	Proposed Director
b)	Initial notification/amendment:	Initial notification
3.	Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Lansdowne Oil & Gas plc
b)	LEI:	213800V994AL9RVAHG27
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each ISIN:    GB00B1250X28
b)	Nature of the transaction:	Conversion of Convertible Loan Notes into Ordinary Shares
c)	Price(s) and volume(s):	Prices(s) Volume(s) 0.1 pence 4,545,000
d)	Aggregated information: Aggregated volume: Price:	Prices(s) Volume(s) 0.1 pence 4,545,000
e)	Date of transaction:	26 May 2026
f)	Place of transaction	London, UK
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.05 pence each ISIN:    GB00BVWNLN36
b)	Nature of the transaction:	Receipt of consideration shares pursuant to the acquisition of São Gabriel Mineração Ltda
c)	Price(s) and volume(s):	Prices(s) Volume(s) 0.1 pence 80,000,000
d)	Aggregated information: Aggregated volume: Price:	Prices(s) Volume(s) 0.1 pence 80,000,000
e)	Date of transaction:	26 May 2026
f)	Place of transaction	London, UK
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.05 pence each ISIN:    GB00BVWNLN36
b)	Nature of the transaction:	Subscription for new ordinary shares pursuant to the Placing
c)	Price(s) and volume(s):	Prices(s) Volume(s) 0.1 pence 150,000,000
d)	Aggregated information: Aggregated volume: Price:	Prices(s) Volume(s) 0.1 pence 150,000,000
e)	Date of transaction:	26 May 2026
f)	Place of transaction	London, UK

 

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