Results of the EGM

Beacon Energy PLC

05 March 2026

 

5 March 2026

Beacon Energy plc

("Beacon Energy" or the "Company")

Results of the EGM

Beacon Energy plc ( AIM:BCE ), is pleased to announce that at the Company's Extraordinary General Meeting held earlier today ("EGM"), all resolutions including the special resolutions proposed were duly passed on a poll.

Further to the Company's announcement of 18 February 2026, application has been made to the London Stock Exchange for the admission of the Enlarged Share Capital, comprising the Existing Ordinary Shares and the new Ordinary Shares, including the Placing Shares, the First Acquisition Consideration Shares, the WRAP Shares, the Reabold Subscription Shares, the Director Subscription Shares, the Director Fee Shares and the Adviser Fee Shares, to trading on AIM, which is to take effect at 8.00 a.m. on 6 March 2026 under the ISIN of IM00BW9JFW84 ("Admission"). Following Admission, the Company will have 124,790,040 Ordinary Shares in issue. 

In addition, on Admission, as set out in the Admission Document, the following Proposals will become unconditional in all respects:

·      The acquisition of a significant strategic investment in LNEnergy Limited which comprises of a reverse takeover for the purposes of Rule 14 of the AIM Rules for Companies, pursuant to the terms of the SPA; and

·      The issue of 9,086,917 First Acquisition Consideration Shares and 97,191,443 Fundraise Shares.

Director Shareholdings

Further to the passing of, inter alia, Resolution 2, the Director Fee Shares and Director Subscription Shares will now be issued and the resultant beneficial interests in the Company's new Ordinary Shares of the relevant individuals on Admission will be as set out below:

Director	Number of Existing Ordinary Shares	Director Subscription Shares	Number of Director Fee Share(1)	Number of Ordinary Shares on Admission	Percentage of Enlarged Share Capital (%)
Mark Rollins	325,281	1,282,051	7,472,365	9,079,697	7.27%
Stewart MacDonald	224,492	-	10,622,878	10,847,369	8.69%
Ross Warner	205	-	-	205	0.00%
Leo Koot	159,069	641,025	641,026	1,411,141	1.15%

(1)      Certain of these shares will be held by the Escrow Agent for a period of two years in accordance with the terms of the Conditional Remuneration Agreements.

Further to the passing of the Proposals, 7,500,000 Options over new Ordinary Shares have been granted to directors. The number of Options over new Ordinary Shares granted to each recipient is as set out below:

Director	Existing Options and Warrants(2)	New Options be granted on Admission(3)	Total Options on Admission
Mark Rollins	155,335	1,250,000	1,405,335
Ross Warner	74,864	1,000,000	1,074,864
Stewart MacDonald	269,623	4,500,000	4,769,623
Leo Koot	-	750,000	750,000

(2)      Exercisable at a price per Existing Ordinary Share of between nil and £0.15.

(3)      Exercisable at the Fundraise Price, full details of which are set out in paragraph 6 of Part VII of the Admission Document.

Related Party Transactions

It is noted that Tulip currently holds approximately 23.0 per cent. of the Company's Existing Ordinary Shares, and accordingly the proposed issue of the Tulip Earn Out Shares detailed in Paragraph 13.1 of Part I of the Admission Document is considered a related party transaction under the AIM Rules for Companies. Accordingly, the independent directors in the context of the issue of the Tulip Earn Out Shares, being all Directors save for Leo Koot, having consulted with Strand Hanson Limited, consider the terms of the Earn Out Consideration to be fair and reasonable insofar as Shareholders are concerned.

The issue of the Director Fee Shares detailed in Paragraph 13.3 of Part I of the Admission Document is considered a related party transaction under the AIM Rules for Companies. Accordingly, the independent director, in the context of the issue of the Director Fee Shares, Ross Warner, having consulted with Strand Hanson Limited, considers the issue of the Director Fee Shares to be fair and reasonable insofar as Shareholders are concerned.

The Director Subscription by Mark Rollins and Leo Koot detailed in Paragraph 10.2 of Part I of the Admission Document is considered a related party transaction under the AIM Rules for Companies. Accordingly, the independent directors in respect of the Director Subscription, Ross Warner and Stewart MacDonald, having consulted with Strand Hanson Limited, consider the terms of Director Subscription to be fair and reasonable insofar as Shareholders are concerned.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the up to 106,278,360 new Ordinary Shares to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 6 March 2026.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA ('DTR'), the Company confirms that, following Admission, its issued share capital will comprise 124,790,040 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, the total voting rights in the Company will be 124,790,040. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs. The new Ordinary Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares.

Terms used but not defined in this announcement have the same meaning as set out in the Company's Admission Document which was published on 17 February 2026.

The Admission Document and further information on the Company can be found on Beacon Energy's website at: www.beaconenergyplc.com

Stewart MacDonald, Chief Executive Officer of Beacon Energy, commented:

"The overwhelming support of our shareholders at the EGM is extremely encouraging and represents an important milestone in the process of rebuilding the Company undertaken over the last year.

The completion of a strategic investment in LNEnergy is transformative for Beacon, providing the Company with proven reserves, a pathway to production and an exciting pipeline of value catalysts over the next 18 months.

The Board considers the Colle Santo Asset to be commercially and economically attractive. On a 100 per cent. working interest basis, RPS calculated a post-tax NPV(10) for the Proved plus Probable (2P) reserves of €61.7 million and based on a 48% shareholding in LNEnergy (43.2 per cent. economic interest basis), a post-tax NPV(10) of €26.6 million.

We look forward to updating Shareholders and the market as we progress the Colle Santo project over the coming months."

Beacon Energy plc Stewart MacDonald (CEO)	[phone] (via Burson Buchanan)
Strand Hanson Limited (Financial and Nominated Adviser) Rory Murphy / James Bellman / Edward Foulkes	[phone]
Burson Buchanan (Financial PR) Barry Archer / George Pope	[phone]
Tennyson Securities Limited (Broker) Peter Krens	[phone]

Enquiries:

For further information, please visit  www.beaconenergyplc.com  

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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

 

END