Update: Convertible Loan Notes Fundraise

Prospex Energy PLC

12 January 2026

 

Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.  

The communication of this announcement, and any other documents or materials relating to the Proposed Fundraise and the Loan Notes is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order (being existing members or creditors of the Company) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

12 January 2026

Prospex Energy PLC

('Prospex' or the 'Company')

Update: Convertible Loan Notes Fundraise of up to £1.6 million

Prospex Energy PLC (AIM: PXEN), the AIM-quoted investment company focused on European gas and power projects, is pleased to announce that it is now in receipt of committed subscriptions totalling approximately £1 million for the offering of its unsecured Convertible Loan Notes.

The Company also notes that it is extending the offering period to Friday 16 January 2026 to allow for further subscriptions to be made.  Further details on how to subscribe to the Loan Notes can be found below.

Highlights

·    Committed subscriptions of £985,000 (including the £565,000 previously announced) for the Company's offering of unsecured Convertible Loan Notes of £1 each, due at the end of June 2028 (the "Loan Notes").  Offer now remains open until 16 January 2026.

·    The Loan Notes are convertible at 3p per ordinary share at any time at the election of the investor.

·    Interest of 12% per annum is payable quarterly, with the first two interest payments on 31 March 2026 and 30 June 2026 to be capitalised and added to the loan principal rather than paid in cash.

·    Loan principal to be repaid in three tranches at the end of December 2027, the end of March 2028 and the end of June 2028.

o  Forecast increased gas production from the drilling campaigns on all three of the Company's production concessions is expected to cover the capital repayments.

·    Net proceeds will be used to support the Company's ongoing activities, including current and future capital expenditure requirements.

·    Ongoing operational costs and overheads continue to be met from production income generated by the Company's strategic asset portfolio.

Mark Routh, Prospex's CEO, commented:

"The Company is very grateful for the support from shareholders towards the Loan Notes.  In order to allow time for further subscriptions to be processed, the Company has extended the Loan Note offering until the 16 January 2026.

"The proceeds of the Loan Notes will mostly be used to fund the Company's ongoing capital expenditure commitments, in particular its 37% share of the cost of the 3D seismic acquisition programme on the Selva Malvezzi production concession in Italy which was successfully completed by the operator last month.

"The Company believes it has a diverse and highly prospective investment portfolio with the potential to deliver significant value over time and, on this basis, encourages shareholders to explore participating in the offer of the Loan Notes."

Use of Funds and Structure

The funds raised from the issue of these Loan Notes is to fund the ongoing growth of the Company and its current and future capital expenditures.  Ongoing operational expenditures and overheads are covered currently from production income from the Company's portfolio of assets.

Selva Malvezzi

£800,000 of the net proceeds is to fund the Company's share of development costs at the Selva Malvezzi concession, in the Po Valley in Italy, which includes cash calls under the Joint Operating Agreement received and to be received from the operator in respect of the 3D seismic acquisition programme which completed last month.

Viura

£200,000 of the Loan Notes already issued settled the balance of the June 2025 cash-call on Viura in northern Spain, which was not fulfilled in cash by the Company at that time.  In order to assist the Company, HEYCO Energy Group, Inc. agreed that this £200,000 was converted into the Loan Notes.

Tarba - El Romeral

A total of £300,000 of the net proceeds is to meet the cost of a new transformer at the El Romeral power plant in Carmona southern Spain, which is due for delivery in 6-8 months, which is when the final payment of £235,000 will become due.  The transformer was ordered in November 2025 and a 20% deposit of £65,000 has already been paid.

Further Information on the Subscribers and the Loan Note

The Loan Notes will pay 12% interest per annum quarterly, with the first two quarterly interest payments on 31 March 2026 and 30 June 2026 to be capitalised and added to the loan principal rather than paid in cash.  Quarterly cash interest payments will be made thereafter with the first payment on 30 September 2026.  Unless converted, the Loan Note principal is to be repaid in three equal capital repayments scheduled at the end of December 2027, the end of March 2028 and the end of June 2028.  Forecast increased gas production from the drilling campaigns on all three of the Company's production concessions is expected to cover the capital repayments.

The Company can elect to pay the interest in Euros by giving 10 business days' notice.  The Company can elect, on a change of control of the Company, where a single party has over 50% of the issued share capital of the Company, to convert some or all of the issued Loan Notes, including capitalised interest, into ordinary shares at the lower of the 3p conversion price or the prevailing market price.  Accrued but unpaid interest may be paid in cash at the time of conversion or added to the loan principal and converted at the election of the Noteholder.

Existing share authorities are sufficient to satisfy any potential conversion of the maximum approved amount of £1.6 million plus any accrued interest.

The Company can elect to repay the Loan Notes in full or part at any time by giving the noteholders one months' notice.  

How to subscribe to the Loan Notes

The Loan Notes will be issued by the Company directly to each subscriber.

The Loan Note Investor Presentation and Term Sheet can be downloaded from the Company's website at https://prospex.energy/investors/corporate-documents.

To subscribe to the Loan Notes please contact the Company's brokers VSA Capital or Hannam & Partners by email:-

VSA Capital                         email [e-mail] 

Hannam & Partners        email [e-mail] 

Further Loan Note Subscriptions from the Company Chairman

In addition to the £25,000 already subscribed on 19 December 2025, Bill Smith, a director of the Company, has subscribed an additional £50,000 in cash and agreed to a £15,000 conversion of directors' fees owing, bringing his total contribution to the Loan Notes to £90,000.  In addition, he has also committed to subscribe for up to £150,000 of the Loan Notes subscriptions received to date depending on the total amount ultimately subscribed for by third parties.

Related Party Transaction

The additional committed subscription, and the potential further subscription, for the Loan Notes by Bill Smith, constitutes a related party transaction under the AIM Rules.  Due to the previous participation by all of the directors in the Loan Notes, there is not a director, or directors, independent of the issue of the Loan Notes to provide the necessary AIM Rule 13 related party transaction opinion.  Accordingly, Strand Hanson Limited, the Company's Nominated Adviser, confirms it is satisfied that the terms of these subscriptions by Bill Smith are fair and reasonable insofar as the Company's shareholders are concerned.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

* * ENDS * *

For further information visit www.prospex.energy or contact the following:

William Smith	Prospex Energy PLC	Tel: [phone]
Ritchie Balmer Rory Murphy	Strand Hanson Limited	Tel: [phone]
Andrew Monk (Corporate Broking) Andrew Raca (Corporate Finance)	VSA Capital Limited	Tel: [phone]
Neil Passmore Leif Powis	Hannam & Partners	Tel: [phone]
Ana Ribeiro / Charlotte Page	St Brides Partners Limited	Tel: [phone]

Notes

Prospex Energy PLC is an AIM quoted investment company focussed on high impact onshore and shallow offshore European opportunities with short timelines to production.  The Company's strategy is to acquire undervalued projects with multiple, tangible value trigger points that can be realised within 12 months of acquisition and then applying low-cost re-evaluation techniques to identify and de-risk prospects.  The Company will rapidly scale up gas production in the short term to generate internal revenues that can then be deployed to develop the asset base and increase production further.

About Viura:

The Viura acquisition significantly increased Prospex's estimated reserves by 6.5 Bcf (0.18 Bcm) net to Prospex.  The Operator's best estimate of recoverable gross remaining reserves at the Viura field is 90 Bcf (2.5 Bcm) and is expected to increase upon further evaluation of the newly drilled horizons.  Once the newly reprocessed 3D seismic is reinterpreted it is the Operator's intention to update the reservoir model, gas in place and obtain an independently verified report on the reserves for the Viura field.

About Tarba:

Tarba normally generates electricity at its El Romeral power plant from its own natural gas production from the concessions, which in July 2024 were granted a ten-year extension by the central Spanish Ministry to July 2034.  The plant is currently not producing electricity whilst a new transformer is being sourced.  The five wells currently in the final stages of the permitting process are planned to target the five optimum structures on the El Romeral concessions, which will produce biogenic gas from shallow subsurface horizons.  The depth of the wells average about 700 metres and will each take no longer than 3 to 4 weeks to drill once a suitable drilling rig has been mobilised after the well permits are secured.

El Romeral Gas Reserves and Resources

An independent Competent Person's Report including the gas Reserves as well as the Contingent and Prospective gas Resources of the El Romeral Licence areas, was prepared by Netherland Sewell & Associates Inc. on 9 October 2019.^[2]  In addition to the 2P reserves of 8.5 MMscm (0.3 Bcf) it attributes a total of 142 MMscm (5.0 Bcf) of 2C resources and 2,541 MMscm (89.7 Bcf) Best Estimate Prospective resources to the El Romeral Licence Concessions.

Prospex through its ownership of Tarba now owns 100% of the El Romeral Concessions.

About Selva:

The Selva Malvezzi Production Concession is in the Po Valley region of northern Italy.  The concession contains the Selva gas-field as well as exciting exploration and development opportunities.  The Podere Maiar-1 well at Selva was completed in December 2017 and successfully found a commercial gas accumulation up-dip of the previous wells on the Selva field.  The Company has a 37% working interest in the Production Concession held via Prospex's two wholly owned subsidiaries, PXOG Marshall Ltd (17% of the Licence) and UOG Italia Srl (20% of the Licence).

The Selva Malvezzi Production Concession holds independently verified 2P gross proven reserves of 13.4 Bcf (5.0 Bcf net to Prospex at 37% WI) in Selva, gross Contingent 2C Resources of 14.1 Bcf (5.2 Bcf net) and a further 88.2 Bcf of gross Best Estimate Prospective Resources (un-risked) (32.6 Bcf net).^[1]

An independent Competent Person's Report of the Podere Gallina Licence which was converted into the Selva Malvezzi Production Concession at first gas in July 2023, was prepared by CGG Services (UK) Limited in July 2022 on behalf of the joint venture.^[1]  It attributed a total of 379 MMscm (13.4 Bcf) gross 2P reserves for the Selva redevelopment project.

References:

^[1] Source: "Competent Person's Report Podere Gallina Licence, Italy" prepared by CGG Services (UK) Limited in July 2022 : Selva-CGG_CPR-July-2022

^[2] Source: "Competent Person's Report Netherland Sewell & Associates Inc. 9 October 2019.

El-Romeral-NSAI-CPR-2019

Glossary:

Bcf                          Billion standard cubic feet

MMscm               Million standard cubic metres

MMscfd               million standard cubic feet per day

MWh                     Mega Watt hour

scm                        Standard cubic metres

scm/d                   Standard cubic metres per day

TTF                         The 'Title Transfer Facility' - a virtual trading point for natural gas in the Netherlands.

Qualified Person Signoff

In accordance with the AIM notice for Mining and Oil and Gas Companies, the Company discloses that Mark Routh, the CEO and a director of Prospex Energy plc has reviewed the technical information contained herein.  Mark Routh has an MSc in Petroleum Engineering and has been a member of the Society of Petroleum Engineers since 1985.  He has over 40 years operating experience in the upstream oil and gas industry.  Mark Routh consents to the inclusion of the information in the form and context in which it appears.

 

END