REG - Lansdowne Oil & Gas - Convertible Loan Agreement Update

Lansdowne Oil & GasAnnouncement

05/03/2026 14:00

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RNS Number : 5427V  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  +44 (0) 20 3470 0470
 Nominated Adviser and Broker
 Stuart Gledhill
 Charlie Bouverat

 Tavira Financial Limited        +44 (0) 20 3192 1739
 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
(http://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

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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