Company Update

Pennpetro Energy PLC

23 April 2026

 

23 April 2026

Pennpetro Energy Plc

("Pennpetro" or the "Company")

Company Update

Pennpetro Energy plc (PPP), the company focused on developing strategic energy projects, is pleased to provide a company update regarding progress in Texas and potential further opportunities, changes to the Limnytska licence situation in Ukraine, a further  Convertible Loan Note ("CLN3") satisfying 'going concern' and accounts payable commitments, the appointment of a SPARK Advisory Partners Limited, a sponsor firm, as financial adviser, along with details of a shareholder call scheduled for 27 April 2026; intended to allow shareholders to ask questions on these topics, specifically.

Texas Update

The Company has received terms from the legal representative of the lease owners for the renewal of the lapsed lease for the Chalk Talk A-1H well which includes the payment to the lease owners of any unpaid royalties pertaining to oil extracted in the past, by the Company, from the same.

Whilst Mavriky has been in Texas over the past week or so he has had the opportunity to meet in person with the lease owners. Further information has become available identifying potential payment of some  of the outstanding royalties at the time of the original lease being in place, meaning that not all legacy royalties are unpaid, contrary to prior information and disclosure, on this particular lease, Mavriky is still investigating the amount involved, but it is thought to be around 30% of royalties that may have been paid.

The Company continues to work to ensure that we do not pay twice, whilst ensuring that the Company is reputationally protected locally and fulfils its historical obligations, as well as those under new arrangements, going forward.

As previously announced, RMD Group has committed to provide funding to allow for the full resumption of operation at the Chalk Talk AH-1 well, including legacy issues to be cleared, subject to the Company and the Lease Holders reaching mutually acceptable terms.

Chief Executive, Mavriky Kalugin continues to oversee these negotiations, contractor appointments to undertake the necessary works to return this well to production, however, negotiations are more complicated than should have been necessary, due to a lack of support in providing information from former Company management and local employees. Further updates will be made as soon as practicable.

Further Opportunity Update; USA and Canada

With the appointment of Grand Chief Ron Derrickson to the Board last week, the Company has seen a warm reception from a variety of Indigenous groups holding land rights in areas of particular interest from the resource perspective. Mavriky has been negotiating with two interesting and near-term opportunities with further updates to be announced at the appropriate time.

Interestingly, on the 8 April 2026, the London Stock Exchange held the 3rd annual Canadian Indigenous Investment Summit ("CIBC") bringing together Indigenous leaders, investors, and advisors. The summit focused on showcasing value-aligned, investment-ready opportunities in critical minerals, Arctic defence, energy, and infrastructure, featuring partnerships with firms like CIBC. To the Company's knowledge the Grand Chief is the only Indigenous Canadian Chair of a London Stock Exchange Company.

Limnytska Licence Update

On 15 October 2025, Pennpetro announced the signing of Heads of Agreement to potentially acquire 100% of the Limnytska oil and gas exploration licence in western Ukraine, through a Polish Holding Company, which would have constituted a Reverse Takeover ("RTO") had it proceeded. This Heads of Agreement did not commit the parties to a transaction.

Since the potential RTO opportunity was announced, the focus of the Board and the Company's advisers has been on bringing the Company back to full compliance with its regulatory obligations, including audit preparations and filings. The difficulties encountered, now largely overcome, in doing so, have been the priority, and a significant and complex RTO has not been the immediate focus for the Company.  The Board believes that the Company's and shareholders' interests are best served by a return to trading and stabilisation of the business before proceeding with such a material acquisition.

Nonetheless, Limnytska is a very material opportunity and one the Board believes can offer material value to shareholders.  However, the board is also mindful of the dilution that would result from the acquisition on terms announced previously.  Accordingly, the Board is now reviewing the possibility of acquiring or farming in to a minority stake.  Given the scale of Pennpetro, this would almost certainly still be an RTO and be subject to publication of a prospectus and shareholder approval.

Any agreement may include optionality for future increases in the scale of participation, subject to performance at the initial stage of the project being positive.  This will significantly de-risk this relationship and leave capacity for the Company to develop a portfolio of assets alongside Limnytskya.

Appointment of Financial Adviser

The Company has appointed SPARK Advisory Partners Limited ("SPARK"), a London-based independent corporate finance adviser and sponsor, to act as the Company's Financial Adviser.

SPARK has taken responsibility for communication and is directly engaging with the FCA on behalf of the Company. The Company remains committed to returning to trading on the London Stock Exchange and will provide updates on the steps towards achieving this in due course.

The outstanding questions that the Company, through Spark, are resolving with the FCA are in the majority, legacy issues which must be dealt with prior to the FCA being satisfied that this Company is suitable for re-admission to trading, rather than the alternative, being cancellation from listing on the Exchange. Shareholders should not underestimate however the damage done to this business in the past by former Boards and management, and, as stated previously, there can be no guarantee that a request to return to trading will be accepted. The Board and advisers are working closely with the FCA to achieve this.

Further Convertible Loan Note Arrangement

The Company is finalising the documentation required to enter into a third secured Convertible Loan Note ("CLN3") agreement with RMD Group to provide the Company with an additional £325,000 for working capital requirements. CLN3 will have certain terms adjustments to those set in the initial RMD Group CLN1 & CLN2:

·    The Conversion Price will be set at 2.2p - in line with the price announced for the shares returned to Mr. J White on 10 April 2026. The price reflects the share price around the time Mr. White originally purchased his shares, when the Company was producing revenue and before the announcement of the potential deal with Globalvision (dated 17 July 2024).

·    Interest will be charged at 6% (initially at 12% until resolutions are approved by shareholders granting directors the authority to issue the shares on conversion).

Shareholders should be aware that no other such CLN funding has been forthcoming, at this time, in particular due to the fact that upon entering into these arrangements, the Company is already in breach of its obligations in relation to the CLNs announced on 25 September 2025 and 28 January 2026, due to the fact that the required resolution proposed at the General Meeting on the 23 December 2025 was not approved. This means that RMD Group is still unable to convert its debt to equity should it wish to do so.

We are grateful to Grand Chief Derrickson and RMD Group for having the confidence in the current board sufficient to continue to support the Company, regardless, in the belief that the Board with the support of shareholders at the upcoming AGM vote, are capable of resolving this issue, in a reasonable timeframe.

Given Grand Chief Derrickson, Chairman of Pennpetro, is the owner and president of RMD Group, the issue of the CLN to RMD Group constitutes a related party transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.

Shareholder call

The Company will host a shareholder call with management on 27th April 2026 at 18.30-19.30 UK time. To register for the meeting, please email [e-mail].

Richard Spinks, Executive Co-Chairman said: "We continue to make good progress in returning the Company to trading. This Company is a very different organization to the one you all invested in prior to, or indeed in certain cases whilst under, this current suspension.

"We maintain a positive relationship with the Limnytska owners, who understand the lengths to which the current Board have gone to prepare the Company for a transaction of significant value and are willing to negotiate a less dilutive commercial agreement at arm's length rather than a more substantive one; whilst providing the option for the Company to become involved to a greater degree, at our election, in the future, should it be deemed to be in the Company's best interest.

"RMD Group remains a strong supporter of Pennpetro, with Grand Chief Ronald Derrickson joining our board in the past week and having committed to fund operational and other costs at the Chalk Talk A-1H well, as well as the first well re-entry on Limnytska, alongside providing additional working capital via a further convertible loan note agreement to fund the working capital requirements of the business itself.

"This includes the appointment of SPARK advisory, who are currently liaising with the Financial Conduct Authority to map out the path towards returning to trading. I look forward to speaking with shareholders in during the upcoming Webinar, to discuss these developments across the business and will be taking questions specifically on these matters outlined herein."

For further information, contact:

Pennpetro Energy Plc Richard Spinks | Mavriky Kalugin SPARK Advisory - Financial Advisor and Main Market Sponsor James Keeshan	c/o Camarco [e-mail]
Oak Securities - Broker Jerry Keen, Head of Corporate Broking	[phone]
Camarco - Financial PR Andrew Turner | Fergus Young	[phone] [e-mail]

 

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