Reverse Take Over

Pennpetro Energy PLC

10 June 2026

 

10 June 2026

Pennpetro Energy Plc

("Pennpetro" or the "Company")

Reverse Take Over

Pennpetro Energy plc (PPP), the company focused on developing strategic energy projects, is pleased to provide an update on proposed acquisitions and new business opportunities, as well as strategic plans associated with the same, and on restoration of trading in the shares, ahead of the shareholder call scheduled for 7.00pm today.  To register for the meeting, please email [e-mail].

Strategy

The Company intends to develop a portfolio of oil and gas opportunities in a number of known producing geographies. 

Over the past 7 months, whilst the corporate and compliance overhaul has been ongoing, Mavriky Kalugin, CEO of Pennpetro, has been focused on negotiating opportunities that the Board believes bring mutual benefit to the Company and its partners, in a near-term timeframe and which, following extensive due diligence, have been identified as investment grade and ready to progress to operation.

The Board has focused on those opportunities which bring production and cashflow more immediately, generating revenue whilst other opportunities, more exploratory in nature, are developed over time. In addition, with the involvement of Grand Chief Ron Derrickson and Richard Spinks of RMD we have been shown opportunities that perhaps would be less accessible otherwise.

The Board prefers a diversified geographical approach to mitigate risk of a single licence opportunity in Ukraine and has been actively reviewing a number of opportunities in the USA and Canada having settled to date on the immediate opportunities described below.

At this stage, given the size of the existing Company, the Board expects that one or more of the available opportunities will be reverse takeovers under the FCA's Listing Rules and therefore will be subject to the publication of a prospectus and shareholder approval (as well as being subject to the FCA restoring the shares to trading - see further update below). 

Details are provided below on three opportunities which have reached advanced staged.  In order to expedite these projects, RMD will provide debt funding in the short term until the reverse takeover process can be completed to allow Pennpetro to take ownership of the relevant contracts and/or assets.

Advanced discussions:  Limnytska, (W. Ukraine)

Timeline:             Immediate

As announced on 23 April 2026, the Board has renegotiated Heads of Terms with the owners of the Limnytska licence, a material oil and gas licence in Western Ukraine.  The Limnytska oil and gas licence (172 km²) is located in the Carpathian basin in western Ukraine which has seen more than 100 oil and gas fields discovered to date.  The licence is an under-explored large-scale and highly prospective opportunity and expected, once developed to be a significant addition to the energy independence and sovereignty of Ukraine.  An in-depth analysis of recently acquired 2D seismic data studied by the Company, and incorporating Soviet-era well data, has identified several promising prospects.

The Company confirms that it intends to acquire a minority share of the Limnytska licence initially for a consideration currently under negotiation with the licence owners, with the option to acquire more at our sole discretion going forward. This structure will allow the Company to take steps and monitor outcomes over time to determine whether the Company should acquire a more significant stake or not whilst managing dilution for Shareholders in a sensitive manner.

This transaction will be a reverse takeover and subject, inter alia, to the publication of a prospectus and shareholder approval at the appropriate time.

RMD will provide debt funding to the current owners of the licence to enable this project to get underway pending completion of the reverse takeover formalities necessary to allow Pennpetro to acquire the interest in the licence.  In the immediate term, the Company expects to appoint a global leader in reserves and resource evaluation to commence work on the Competent Person Report, being the detailed expert report required for inclusion in a prospectus.

Memoranda of Understanding ("MoUs") Agreed (non-binding):              Osage County, Oklahoma (USA)

Timeline:             Immediate

The Company has agreed non-binding MoUs which anticipate two separate Joint Operating Agreements (JOAs) in relation to licence areas in Osage County, Oklahoma.  Subject to the successful drilling of two initial exploratory wells, the parties have agreed to terms to upgrade the relationships to Joint Operating Agreements (JOAs).

Under the JOAs, an SPV would be operator and would provide financing (with the support of RMD and project management, alongside highly experienced local partners holding extensive licences and 3D seismic data. Mavriky has visited the drilling locations for the initial and potential future wells in the past ten days with our partners to understand, identify and select the initial and potential subsequent targets.

Under MoU1, the SPV will fund one initial vertical exploration well, with a  potential initial flow rate of up to 100 bopd.

Under MoU2, the SPV will fund one vertical or horizontal producer, with an expected initial flow rate of up to 300 bopd.

Production, upon successful drilling and completion of the first pre-identified, targets; using 3-D seismic data; can be expected to be achieved within approximately one month of mobilisation.

RMD will provide debt funding to enable these projects to get underway immediately pending completion of the reverse takeover formalities necessary to allow Pennpetro to take direct control of the JOAs.

Potential project expansion

The JOAs provide an option to access to a significant number of existing wells and targets, which may be worked over, re-entered or drilled as new wells, based on modern 3D seismic data, which has identified previously unseen seismic anomalies.

In this region, wells were typically 'pattern drilled' in the past without the benefit of modern 3D seismic data, if at all. The new data helps confirm where drilling stopped short of or narrowly missed more prospective horizons and that is where the JOA partners have seen success in adjusting previous attempts with modern day technology and techniques.

An innovative localised 3D Seismic derived targeted drilling program (which has been trialled with high success rates of new wells in the same area) which Pennpetro intends to pursue, using the same methodology, albeit with stronger financial support than the partner has access to today.

Additionally, application of secondary recovery techniques is expected to bring higher yields per well than the basic primary production approach used in the area historically. This 'waterflooding' is expected to give a significant uplift in flow rates from existing and new wells.

Prospectus and shareholder approval

Completion of any of these opportunities remain subject to due diligence, final contracts, funding, publication of a prospectus and shareholder approval (as appropriate).  There can be no certainty that Pennpetro will be able to progress any of these proposed opportunities to completion.

RMD is providing initial debt funding to enable these projects to get underway pending completion of the reverse takeover formalities necessary to allow Pennpetro to acquire the interest in the Limnytska  licence and to acquire the SPV in the Osage County JOAs.  Should Shareholders not approve one or more of these opportunities as an RTO when asked to do so, then RMD will take ownership.

Further updates will be provided as these projects progress.

Restoration of trading

The Board is acutely aware of the impact of the ongoing suspension of trading in the Company's shares on all shareholders.  The Company intends to apply for restoration of trading at the earliest opportunity, which remains subject to resolving a number of legacy issues, including in particular:

·    Disclaimers of opinion in the audit report:

Shareholders will be aware the audit reports for the financial years ended 31 March 2024 and 2025 contained disclaimers of opinion.  The Company is working with the auditors to resolve the underlying issues.  The disposal of the US assets, announced previously, should simplify this process.

·    Replacing the previously loaned shares:

In 2024 the Company entered into arrangements under which a number of shareholders in effect loaned their shares to the Company to allow the Company to raise capital by issuing those shares to investors.  The Company has an obligation to issue 62,633,333 new shares (Replacement Shares) to those shareholders who loaned their shares.  The Company has authority to issue the Replacement Shares under the resolutions passed at the December 2025 GM and renewed at the May 2026 AGM and expects to be able to issue the Replacement Shares subject to obtaining a valuation report (a Companies Act requirement for which a firm of accountants has been engaged).

Further updates on these matters and restoration will be provided as progress is made.

Mavriky Kalugin, Chief Executive Officer said:

"These agreements mark an important step in the delivery of our revised strategy to build a diversified portfolio of oil and gas assets capable of generating near-term production and cash flow.

The Limnytska licence in Ukraine and our planned operations in Oklahoma provide a balanced combination of immediate development opportunities and longer-term potential, while maintaining a disciplined approach to risk and capital allocation.

We believe these initiatives position the Company to create sustainable value for shareholders as we progress towards execution and, in due course, the restoration of trading."

For further information, contact:

Pennpetro Energy Plc Richard Spinks | Mavriky Kalugin	c/o Camarco
SPARK Advisory Partners Limited - Financial Adviser Andew Emmott | James Keeshan	[phone]
Oak Securities - Broker Jerry Keen, Head of Corporate Broking	[phone]
Camarco - Financial PR Andrew Turner | Fergus Young	[phone] [e-mail]

Inside Information

This announcement contains inside information for the purposes of the UK Market Abuse Regulations ('UK MAR'). Upon publication of this announcement, this inside information (as defined in UK MAR) is now considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Pennpetro is Richard Spinks, Executive Co-Chairman.

 

END