Convertible Loan Agreement Update

Lansdowne Oil & Gas plc

05 March 2026

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Steve Boldy, the Chief Executive Officer of the Company (responsible for arranging release of this announcement).

5 March 2026

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

Convertible Loan Agreement Update

Lansdowne Oil & Gas plc ("Lansdowne" or "the Company") is pleased to confirm that the Company has entered into further Convertible Loan Notes ("CLN") for £110,000, arranged by Tavira Financial Limited, the Company's joint broker, with a number of existing shareholders. The aggregate CLNs outstanding are now £440,000 (the "Loan").

Funds raised through the Loan have provided working capital over the last two years, as well as the necessary funds to enable the Company to secure litigation funding for its litigation claim against the Government of Ireland (see RNS 22 December 2025) where it will be seeking compensation in excess of US $100 million. Proceeds of the Loan have also been deployed on key transactional costs incurred as part of the Company's proposed reverse takeover.

The Company believes it has now raised sufficient funds from the Loan exercise. Documentation is in near final form with the RTO now expected to complete during April 2026, subject to funding and other matters including finalisation of all relevant documentation.

Further updates will be provided as appropriate.

Trading in the Company's shares on AIM will remain suspended until the completion of a reverse takeover, which requires the publication of an admission document and the approval of such a transaction at the Annual General Meeting of the Company, or the Company is readmitted to trading on AIM as an investing company.

Loan terms

The Loan terms are the same as those previously entered into and announced on 20 September 2024, 10 February 2025, 31 July 2025 and 29 January 2026. The Loans are unsecured, carry no interest and shall be converted into new ordinary shares of 0.01 pence each in the Company ("New Ordinary Shares") at the time of completing a reverse takeover and subject to shareholder approval for the extension of share issuance authorities. The conversion price will be the lower of 0.1 pence (being the share price at the time of suspension on 21 March 2024), or a 20% discount price to the issue price at the time of any issuance of shares alongside a future reverse takeover.

Related Party Subscription

Jeffrey Auld, Chairman of the Company, has subscribed for £20,000 of Convertible Loan Notes on the same terms as other investors (the "Related Party Subscription").

As Jeffrey Auld is a Director of the Company, he is considered to be a Related Party of the Company as defined under the AIM Rules for Companies (the "AIM Rules") and the proposed Director Subscription set out above, is considered to be a Related Party Transaction pursuant to Rule 13 of the AIM Rules.

The Directors of the Company independent from the Related Party Subscription, being Stephen Boldy and Daniel McKeown, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the Related Party Subscription are fair and reasonable insofar as the Company's Shareholders are concerned.

For further information please contact:

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

Notes to editors:

About Lansdowne

Lansdowne Oil & Gas (LOGP.LN) is an oil and gas exploration and appraisal company focused on the North Celtic Sea and quoted on the AIM market and head quartered in Dublin.

In May 2023 the application for a Lease Undertaking for the Barryroe Field, in which Lansdowne held a 20% interest, was refused by the Irish Department of the Environment, Climate and Communications.

In June 2023 Lansdowne announced the commencement of action under the Arbitration Process of the Energy Charter Treaty ("ECT").

On 20 September 2023, Lansdowne announced that, under AIM Rule 15, the Company had been designated to be a cash shell.  Accordingly, the shares of the Company were suspended from trading on AIM as at 07.30 am on 21 March 2024 ("Suspension").

In December 2025 the Company announced that it had secured third party litigation funding to pursue its ECT claim against Ireland.

For more information on Lansdowne, please refer to www.lansdowneoilandgas.com

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

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	Ordinary shares of 0.01 pence each
	Identification code	GB00B1250X28
b)	Nature of the transaction	Convertible Loan Note Subscription
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			0.1 pence	£20,000
d)	Aggregated information
	- Aggregated volume	Single transaction as in 4 c) above
	- Price
e)	Date of the transaction	24 February 2026
f)	Place of the transaction	Outside a trading venue

 

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