REG - Buccaneer Energy PLC - Completion of £500,000 Fundraise

Buccaneer EnergyAnnouncement

03/11/2025 07:05

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RNS Number : 8653F  Buccaneer Energy PLC  03 November 2025

 

 

Buccaneer Energy Plc

("Buccaneer" or the "Company")

 

3 November 2025

 

Completion of £500,000 Fundraise

 

Buccaneer Energy (AIM: BUCE), the international oil & gas exploration and
production company with development and production assets in Texas, USA, is
pleased to announce a successful fundraise supported by institutional
investors, Directors and Management, existing shareholders and new investors
in order to further evaluate and progress a bitcoin mining operation as part
of its planned Fouke area development programme.

 

The Company has raised approximately £500,000 (before expenses),
c.US$675,000, through a subscription and placing of 2,961,185,383 ordinary
shares (the "Fundraise Shares") at a price of 0.017p per share (the "Placing
Price") (the "Fundraise").

 

In addition certain suppliers of the Company have elected to receive shares by
way of consideration for services provided for which a further 250,000,000
ordinary shares ("Supplier Shares") will be issued.

 

Use of Proceeds

 

The proceeds of the fundraising will be used towards the funding of the
Company's (100% WI) share of a Bitcoin Mining operation in the Fouke area.
  The Company is seeking to partner with a dedicated Bitcoin Mining operator
to implement this project. However, if a suitable partner cannot be secured,
the proceeds are expected to be used to progress the set up of a Company-owned
Bitcoin Mining operation. Additionally, the Company will establish a Bitcoin
Treasury function to manage bitcoin that may be earned through future
operations.

 

The Company notes the inherent risk and volatility of digital assets and draws
investors' attention to the "Risks Associated with Digital Assets" section of
this announcement.

 

Gas Monetisation Strategy

 

As previously announced, the associated gas produced in the Fouke area has
been increasing over time and with volumes provided by the two additional
development wells the Company has been evaluating several potential local
solutions for reducing gas flaring and monetising the produced gas. The most
commercially attractive option was determined to be a local Bitcoin Mining
operation.

 

As previously announced, the Company appointed Appold to act as advisor on the
implementation of governance, custody, trading, and risk management frameworks
as the Company develops either its partner led or its own bitcoin mining
operation. The implementation of a successful strategy to monetise this gas is
subject to a number of further steps, including the drilling results from the
new development wells, and the funding, acquisition and installation of the
necessary equipment (as appropriate).

 

Adoption of a Bitcoin Treasury Policy

The Company, together with Appold as its adviser, has drafted a suite of
policy and procedure documents to implement the Bitcoin Treasury Policy. These
include: a risk management framework, trading policy and procedures, custody
policy and procedures, governance framework design, operations log and
incident response policy.

The Company plans to establish a contemporary corporate treasury function by
holding Bitcoin as a core reserve asset and generating yield from it. In the
future, the Company may look  to acquire Bitcoin strategically and secure it
with institutional-grade custody but, unlike passive holders, the Company
plans to put the assets to work. By lending a portion of our treasury to
vetted institutional partners, providing liquidity in Bitcoin-adjacent
markets, and leveraging yield-generating instruments, the Company can generate
a consistent cash flow in addition to Bitcoin's long-term appreciation. This
dual engine - yield plus potential growth - would be implemented with a view
to using Bitcoin as a productive financial asset. With transparent reporting,
strict risk management, and a focus on scalability, the Company is
implementing a Bitcoin treasury function that permits exposure to digital
assets without sacrificing financial performance.

The Company's Bitcoin treasury will be managed by the Digital Asset Oversight
Committee, which will be chaired by Jim Newman (Non-Executive Director) with
Paul Welch (CEO) and Stephen Staley (Non-Executive Chair) as members, together
with a representative from Appold. The Company will hold Bitcoin through
BitGo, a digital asset infrastructure company, with whom the Company has a
previously notified contract, which includes the provision of custody
services.

Should Buccaneer pursue a lending strategy, any lending would be focussed in
lower-risk opportunities and be undertaken through counterparties under
bilateral, off-chain contractual arrangements through BitGo and a regulated
partner. The amount of Bitcoin that the Company may seek to lend at any one
time would be up to a maximum of 20% of the Bitcoin on the Company's balance
sheet at that time and no single entity would consist of more than 10% of the
total loan book.

 

 Risks Associated with Digital Assets

 

While the Board recognises that the acquisition of digital assets, including
Bitcoin, may provide benefits, it also acknowledges the inherent risks
associated with such assets. Bitcoin is highly volatile as well as speculative
in nature and are subject to significant price fluctuations. In addition, it
should be noted that a growing number of publicly traded companies have
adopted digital asset focused treasury strategies, and this has sometimes
resulted in significant volatility in their share price and a dislocation
between their market capitalisation and the underlying value of their assets.
Consequently, exposure to digital assets such as Bitcoin may, in turn, amongst
other matters, compound and increase the volatility of the Company's share
price.

 

The Board also acknowledges that the regulatory environment for digital assets
remains uncertain and subject to change, which may impact the Company's
ability to hold or transact in Bitcoin. There are also risks associated with
custody, security, and accounting treatment of digital assets, any of which
could have a material adverse effect on the Company's operations and investor
returns. Similarly, the Company's intended strategy for producing a yield from
its digital assets is a nascent one and subject to additional risks due to the
relative immaturity of this market in addition to traditional lending risks
(counterparty risk etc).

 

The Company confirms that the implementation of the Policy does not alter its
status under UK financial services law, including the Alterative Investment
Fund Managers Regulations 2013.  The Policy is a treasury management
initiative only and does not constitute a collective investment undertaking or
alternative investment fund. Similarly, the Policy represents a financial
strategy decision and does not alter, the Company's core business operations
as an exploration and development company focused on oil and gas in the USA.
The adoption of the Policy is not intended to result in the Company becoming
or being seen as an investing company.

 

Paul Welch, Buccaneer Energy's Chief Executive Officer, said:

 

"I am pleased to announce that we have completed a $675,000 fundraise for the
progression of our major operational program at the Fouke Area in East Texas.
We have identified two additional development locations in the Fouke area;
these locations are within the same reservoir section that the successful
Fouke 1 and 2 wells have previously developed, and we look forward to
progressing the drilling of these wells.  New interpretation of the 3D
seismic that covers the area, combined with the existing well performance, has
demonstrated that the reservoir section continues to the North of the existing
wells and has yet to be drained by the existing wells. This section of the
reservoir has been producing at high rates over the last several years with
increasing amounts of associated gas.  This gas has restricted production in
the Fouke 2 and is expected to be prevalent in the next two development
locations as well.  The gas volumes, however, were determined to be too small
to develop a dedicated offtake pipeline. However, they are sufficient to
dedicate to a power project that will use the offtake to mine for Bitcoin on
location. This is a preferred option to flaring the gas, which was the only
other alternative for these gas volumes.  We will also set up a Bitcoin
Treasury function, in conjunction with our partner Appold, to handle, store,
and ultimately sell the Bitcoin revenue generated from this operation.

 

The Company is looking to partner with a dedicated Bitcoin Mining operator to
implement this project; however, if a suitable partner cannot be secured, the
Fundraise proceeds will be used to acquire long lead items necessary for the
set up of a future Company-owned Bitcoin Mining operation.

 

"In closing, I would like to thank our new and existing shareholders for their
support with this Fundraise. We have ambitious plans for this business, both
organic and inorganic, and we look forward to sharing further updates with all
our stakeholders in due course."

 

Application for Admission and Total Voting Rights

 

An application will be made to the London Stock Exchange for the 2,961,185,383
Fundraise Shares and 250,000,000 Supplier Shares to be admitted to trading on
AIM ("Admission"). It is expected that Admission will become effective on or
around 6 November 2025.

 

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that on issue of the Fundraise and Supplier Shares and
following Admission, the Company's enlarged issued ordinary share capital will
comprise 14,735,531,999 Ordinary Shares.

 

The Company does not hold any Ordinary Shares in Treasury. Therefore,
following Admission, the above figure may be used by shareholders in the
Company as the denominator for the calculations to determine if they are
required to notify their interest in, or a change to their interest in the
Company, under the FCA's Disclosure Guidance and Transparency Rules.

 

Related Party Transaction

The following Directors of the Company have subscribed for Fundraising Shares
(the "Director's Subscription"):

 

 Director      Subscription amount  Number of Fundraise Shares  Resultant shareholding  Resultant interest in enlarged share capital
 Steve Staley  £7,576               44,563,280                  136,063,281             0.92%

 Jim Newman*   £7,576               44,563,280                  389,998,062             2.65%

 

*including 255,000,000 existing ordinary shares held by Dos Hermanos
International, LLC, of which Mr Newman is a principal.

 

The Director's Subscriptions are related party transactions for the purposes
of AIM Rule 13 of the AIM Rules for Companies. The Director independent of the
Fundraise, being Paul Welch, considers, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the terms of the
Director's Subscription are fair and reasonable in so far as the Company's
shareholders are concerned.

 

Premier Miton, a substantial shareholder in the Company, has subscribed for
588,235,294 Fundraise Shares in the Fundraise. The participation of Premier
Miton in the Fundraise is also a related party transaction for the purpose of
AIM Rule 13 of the AIM Rules for Companies. The Director independent of the
Fundraise, being Paul Welch, considers, having consulted with SP Angel
Corporate Finance LLP, the Company's nominated adviser, that the terms of the
Premier Miton's participation is fair and reasonable in so far as the
Company's shareholders are concerned.

 

In connection with the Fundraise, 81,529,411 broker warrants have been granted
to SP Angel Corporate Finance LLP, exercisable at the Placing Price with a
two-year expiry.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic
Law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

 

 

For further information, contact:

 

 Buccaneer Energy plc                         Email:   Investor_relations@buccaneerenergy.co.uk

 Paul Welch, CEO

 SP Angel Corporate Finance LLP               Tel:     +44 (0) 20 3470 0470

 (NOMAD/Joint Broker)

 Stuart Gledhill / Richard Hail / Adam Cowl

 Celicourt Communications                     Tel:     +44 (0) 20 7770 6424

Email:
BucEng@celicourt.uk
 (PR/IR)

 Mark Antelme / Charles Denley-Myerson

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)    Steve Staley

                                                                   2)    Jim Newman
 2    Reason for the notification
 a)   Position/status                                              1)    Chairman

                                                                   2)    Independent Director
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Buccaneer Energy plc
 b)   LEI                                                          213800JO9A4LO19YJ129

 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 £0.0001 each

      Identification code

                                                                   GB00BZ76F335

 b)   Nature of the transaction                                    Fundraise of ordinary shares
 c)   Price(s) and volume(s)                                       PDMR          Price      No. of shares
                                                                   Steve Staley  £0.00017   44,563,280
                                                                   Jim Newman    £0.00017   44,563,280
 d)   Aggregated information                                        N/A, single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      3 November 2025
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 N/A, single transaction

e)

Date of the transaction

3 November 2025

f)

Place of the transaction

Outside a trading venue

 

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