REG - Georgina Energy PLC - Posting of Circular and Notice of AGM

Georgina EnergyAnnouncement

25/03/2026 17:15

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RNS Number : 1421Y  Georgina Energy PLC  25 March 2026

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (A) ARTICLE
7(1) OF UK MAR IN SO FAR AS IT RELATES TO ORDINARY SHARES ISSUED BY GEORGINA
ENERGY PLC

 25 March 2026

 

Georgina Energy plc

("Georgina", "Georgina Energy" or the "Company")

Update on Proposed Acquisition, Capital Reorganisation, Financing, Posting of
Circular and Notice of General Meeting

Georgina Energy plc (TIDM: GEX), an early-stage well-redevelopment company
focused on the exploration, commercial development and monetisation of helium,
hydrogen and hydrocarbon interests in the Amadeus and Officer Basins, is
pleased to announce that it is today posting a shareholder circular (the
"Circular") to shareholders containing a notice convening a General Meeting of
the Company at 10 a.m. on 20 April 2026 (the "General Meeting").

The Circular sets out details of the following proposals (together, the
"Proposals") that require shareholder approval (the "Resolutions") at the
General Meeting:

·    authorising the allotment of New Ordinary Shares (as defined below)
to Central Petroleum Limited ("CTP") pursuant to the proposed acquisition of
the entire issued share capital of Frontier O&G and Ordiv Petroleum,
holders of: (i) a 30% interest in EP 125 Mt Kitty; and (ii) a 45% interest in
EP 112 Dukas (the "Acquisition");

·    a proposed capital reorganisation through the sub-division of the
Company's existing ordinary shares of £0.05 each ("Ordinary Share") into one
ordinary share of £0.01 (a "New Ordinary Share") and one deferred share of
£0.04 (the "Capital Reorganisation");

·    allotment of up to £2.5 million New Ordinary Shares pursuant to the
entry into an at-the-market equity facility (the "ATM Facility") for the
purposes of general working capital over the course of the subsequent five
years from the execution of the ATM Facility; and

·    proposed amendments to the Company's Articles of Association (the
"Articles") in connection with the Capital Reorganisation.

The Acquisition

As previously announced on 11 November 2025, the Company has agreed
conditionally to acquire the entire issued share capital of Frontier O&G
Pty Ltd and Ordiv Petroleum Pty Ltd (together, the "Targets"), both wholly
owned subsidiaries of CTP. The Targets together hold interests in two
exploration permits: (i) a 30% interest in EP 125 Mt Kitty; and (ii) a 45%
interest in EP 112 Dukas, both located within proximity to the Company's Mt
Winter Prospect in the Amadeus Basin (together the "Tenements"). Please note,
a third asset, EP81, that was announced as part of the Acquisition has since
been excluded due to the lack of geological data and the early stage of the
project.

In consideration for the Acquisition, the Company will issue to CTP such
number of Consideration Shares as is equal to 33.3% of the Company's current
issued share capital, with the result that CTP will hold 25% of the Company's
issued share capital on a fully diluted basis following completion of the
Acquisition ("Completion").

Additionally, under the terms of the Acquisition, CTP will have a right to
receive such additional New Ordinary Shares as is equal to 33% of any New
Ordinary Shares issuable to holders of options, warrants, convertible loan
notes, or other securities convertible into New Ordinary Shares (including
under the ATM Facility) ("Convertible Securities") existing at the date of
Completion, subject only to the conversion of the underlying Convertible
Securities and allotment of New Ordinary Shares. CTP's aggregate interest in
the Company, both following Completion and after conversion or exercise of all
Convertible Securities (on a fully diluted basis), will equal, remain at, and
cannot exceed 25% of the Company's issued share capital on a fully diluted
basis.

Subject to the Acquisition becoming unconditional and approval of the
Resolutions, 43,193,676 New Ordinary Shares will be issued to CTP on
Completion ("Consideration Shares").

There will be no cash proceeds received by the Company as a result of the
issue of the Consideration Shares. The Consideration Shares will, when issued
and fully paid, rank pari passu in all respects with the New Ordinary Shares
in issue following the Capital Reorganisation, including the right to receive
all dividends and other distributions declared, made or paid with a record
date falling after admission of the Consideration Shares to trading
("Admission").

Under the terms of the Acquisition, completion of the Acquisition is
conditional on a number of conditions, which as at the date of this
announcement, remain to be met or waived by the parties thereto including: (i)
the passing of the Resolutions; and (ii) Admission.  Admission will be the
final condition to be fulfilled and, as such, completion of the Acquisition
will occur automatically upon Admission whereupon an announcement will be made
by the Company through a RIS.

The Company and CTP are negotiating the amendment of the terms of the
Acquisition and waiver of certain conditions thereto in light of, inter alia,
the Company's planned financing arrangements set out below.

Tiered Funding

In order to fund development of its projects following Completion, the Company
is pleased to announce a two-tier funding solution that provides a secure
foundation to accommodate future growth in its drive to be a top-class
producer of hydrocarbons.

Tier 1

As previously announced Georgina has negotiated non-dilutive offtake finance
to accommodate development of its portfolio of projects in the form of the
framework supply and off-take agreement with Harlequin Energy Limited (the
"Harlequin Agreement").

Under the terms of the Harlequin Agreement, for a period of 18 months,
Georgina grants Harlequin an exclusive option to purchase 100% of production
at its projects, subject to execution of the necessary project off-take
agreement.

Harlequin agrees to fund all relevant exploration and development costs
reasonably required at the projects and shall, at its sole cost and risk, be
responsible for the design, financing, construction, ownership and operation
of gas processing facilities, helium and hydrogen separation units, cryogenic
purification systems and all related downstream infrastructure.

In addition, Harlequin may provide prepayment financing against future
deliveries of products and optional development or acceleration funding to
support drilling, appraisal or production activities, subject to agreed
commercial terms.

Tier 2

The Company has negotiated an ATM Facility with Riverfort Global Opportunities
PCC Ltd for up to £10 million. Assuming the Resolutions are passed at the
General Meeting, the Company has the ability to access a drawdown of £2.5m
over 5 years to fund corporate and general working capital requirements to
facilitate Company growth to being a major producer.

Headroom

In order to allot New Ordinary Shares pursuant to both the Acquisition and the
ATM Facility, the Company is seeking shareholder authority at the General
Meeting to allot New Ordinary Shares free of statutory pre-emption rights.

Capital Reorganisation

For a significant portion of the last 12 months, the mid-market price of the
Existing Ordinary Shares has been in proximity to their nominal value of
£0.05 per share. As the Company is not permitted by law to issue shares at
below nominal value, the Board considers the Capital Reorganisation necessary
to provide the Company with the ability to raise equity capital at appropriate
market prices.

It is therefore proposed that each Ordinary Share be subdivided and converted
into:

·      one New Ordinary Share; and

·      one deferred share of £0.04 (a "Deferred Share").

The New Ordinary Shares will carry the same rights as those currently
attaching to the existing Ordinary Shares, including voting rights and
entitlement to dividends. Each Shareholder's proportionate interest in the
Company's issued ordinary share capital will remain unchanged as a result of
the Capital Reorganisation.

The Deferred Shares will be effectively valueless. They will carry no voting
rights, no dividend rights and will only entitle holders to a return of
capital or on winding up after holders of New Ordinary Shares have received
£1,000,000 per share. The Deferred Shares will not be listed or traded on the
Main Market and will not be transferable without prior written consent of the
Board. It is the Board's intention that the Deferred Shares will be cancelled
in due course, following a court-approved reduction of capital or other means
if available.

General Meeting and Resolutions

The General Meeting will be held on 20 April 2026. The purpose of the General
Meeting is to seek Shareholder approval for the Resolutions to: (i) approve
the Capital Reorganisation; (ii) authorise the allotment New Ordinary Shares
pursuant to the Acquisition and the ATM Facility; and (iii) approve amendments
to the Articles to incorporate the rights and restrictions attaching to the
Deferred Shares.

Posting of Circular and Action to be Taken

The Circular, including the Notice of General Meeting and a Form of Proxy, is
being posted to Shareholders today and will be made available on the Company's
website at www.georginaenergy.com (http://www.georginaenergy.com) .

Shareholders are requested to complete and return the Form of Proxy as soon as
possible and, in any event, so as to arrive no later than 10.00am on 16 April
2026. CREST members may also utilise the CREST electronic proxy appointment
service in accordance with the procedures set out in the Notice.

The completion and return of a Form of Proxy will not preclude a Shareholder
from attending the General Meeting and voting in person. The results of the
votes cast at the General Meeting will be announced through a Regulatory
Information Service as soon as practicable following the meeting.

Anthony Hamilton, Chief Executive Officer of Georgina Energy, commented:

"We are delighted to have continued support from an Institutional Investor on
the Company's share register. This strategic investment not only strengthens
our balance sheet but also underscores institutional confidence in our vision
and asset base. The funding provides us with the flexibility to accelerate the
advancement of our key projects and evaluate additional growth opportunities
to deliver enhanced shareholder value."

 

 

END

 

 

 

Enquiries

 

Georgina Energy

 Tony Hamilton  via georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)
 Mark Wallace

Tavira Financial Ltd - Financial Adviser and Joint Broker

 Jonathan Evans     +44 (0)20 3833 3719 (tel:+442038333719)
 Oliver Stansfield

 

Financial PR via georginaenergy@apcoworldwide.com
(mailto:georginaenergy@apcoworldwide.com)

 Violet Wilson  +44 (0)203 757 4980
 Letaba Rimell

 

Notes to Editors

Georgina Energy aims to become a leading player in the global energy market
and is focused on establishing itself among the top producers of helium and
hydrogen worldwide. With a strategic approach and leveraging the experienced
management team's expertise, Georgina Energy aims to capitalize on
opportunities in these critical energy sectors.

 

Georgina Energy has two principal onshore interests held through its wholly
owned Australian subsidiary, Westmarket O&G.  The first, the Hussar
Prospect is located in the Officer Basin in Western Australia and Westmarket
O&G holds a 100% working interest in the exploration permit.  The second,
the EPA155 Mt Winter Prospect, is located in the Amadeus Basin in the Northern
Territory, subject to completion of the Sale Agreement Georgina Energy will
hold a 100% working interest.

 

In line with market demand trends, Georgina Energy is well-positioned to
capitalize on the growing gap between supply and demand for hydrogen and
helium with the resource potential of EPA155 Mt Winter and EP513 Hussar
projects for their potential accumulations.

 

For more information visit https://www.georginaenergy.com
(https://www.georginaenergy.com/)

 

 

 

 

 

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