REG - Electric Guitar PLC - Agreement in principle to acquire Dunbar Energy

Electric GuitarAnnouncement

18/07/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250718:nRSR5756Ra&default-theme=true

RNS Number : 5756R  Electric Guitar PLC  18 July 2025

This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of UK Law by
virtue of the European (Withdrawal) Act 2018, as amended. Upon publication of
this announcement this information is considered to be in the public domain.

 

18 July 2025

 

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Agreement in principle to acquire Dunbar Energy Inc.

 

The Board of Electric Guitar PLC (LSE: ELEG) is pleased to announce that it
has signed non-binding heads of terms to acquire Dunbar Energy Inc.
("Dunbar"), a U.S. company incorporated under the laws of the State of Nevada,
through a reverse takeover transaction ("RTO").

 

Dunbar has recently been established in the U.S. to power the next generation
of digital infrastructure, including AI and crypto. With datacentre demand
surging and supportive U.S. energy policies, Dunbar aims to convert coal mine
methane and stranded gas in oil and gas wells into power for modular 'compute'
sites for datacentres, to support crypto infrastructure at remote wells, and
generate carbon credits, to deliver scalable, real-world solutions for energy
transition partners.

 

To execute this strategy, Dunbar is building a strategic portfolio of energy
assets across key U.S. regions. Dunbar already holds 3,500 acres of mineral
rights and producing wells in Kentucky, and has working interests in producing
wells in Louisiana. Dunbar has entered into exclusivity for the acquisition of
its first proposed gas-powered datacentre site in Pennsylvania, which includes
producing gas wells. A strong pipeline of further acquisitions is under
negotiation in Kentucky, West Virginia, and Pennsylvania.

 

Dunbar brings together a seasoned team with decades of experience in coal
mining and oil and gas, strengthened by leading IT and datacentre
professionals.

 

Consideration for the proposed RTO will be satisfied through the issue of new
ordinary shares of 0.01 pence in the Company, which are expected to represent
a majority of the Company's enlarged issued share capital.

 

The proposed transaction is subject to, inter alia, the completion of
satisfactory due diligence, the execution of final legally binding documents,
publication of an AIM Admission Document, approval by shareholders of Electric
Guitar at a general meeting of the Company of the RTO and of a waiver of the
obligations that would otherwise arise under Rule 9 of the Takeover Code (also
subject to approval by the Takeover Panel), and re-admission of the Company's
ordinary shares to trading on AIM.

 

A 90-day exclusivity period between Dunbar and the Company has been agreed,
which provides that should either party withdraw during this period, they will
bear the transaction costs incurred by the other party up to that point,
subject to no demonstrably material adverse matter having arisen during due
diligence.

 

Although there is no guarantee that the proposed RTO will proceed nor as to
its final terms or timing, once the heads of terms become binding Dunbar will
be required to pay additional compensation to Electric Guitar should it
withdraw from negotiations. It is anticipated that the heads of terms will
become binding in the near future, depending on certain conditions being met,
and a further announcement will be made as appropriate.

 

 Contacts:

Electric Guitar PLC                                     info@electricguitarplc.com

 Richard Horwood

 Allenby Capital (Nominated Adviser and Joint Broker)    020 3328 5656

 Jeremy Porter / Piers Shimwell / Dan Dearden-Williams

 Novum Securities (Joint Broker)                         020 7399 9425

 Jon Bellis / Colin Rowbury

 

Important notices

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"anticipates", "aims", "expects", "may", "will", or "should" or, in each case,
their negative or other variations or comparable terminology. These
forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include
statements regarding the directors' current intentions, beliefs or
expectations concerning, among other things, the Company's prospects, growth,
strategies and the Company's markets. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances. Actual results and developments could differ materially
from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement are based on
certain factors and assumptions. Whilst the directors consider these
assumptions to be reasonable based upon information currently available, they
may prove to be incorrect.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQGZGMNMNNGKZZ