REG - Lansdowne Oil & Gas - Proposed Acquisition and Fundraise of £1.9 Million

Lansdowne Oil & GasAnnouncement

30/04/2026 18:30

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RNS Number : 6867C  Lansdowne Oil & Gas plc  30 April 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).

 

 

30 April 2026

Lansdowne Oil & Gas plc

("Lansdowne" or the "Company")

 

Proposed Acquisition and Fundraise of £1.9 Million

 

Proposed Acquisition of São Gabriel Mineração Ltda.

 

Change of Name to Lansdowne Resources Plc

 

Placing of 1.9 billion Ordinary Shares at 0.1 Pence per Ordinary Share

 

Retail Offer of up to 190 million Retail Shares at 0.1 Pence per Retail Share

 

Share Consolidation

 

Bonus Issue of Preference Shares carrying rights to Legal Claim

 

Readmission of the Enlarged Issued Share Capital to Trading on AIM

 

Publication of AIM Admission Document

and

Notice of Annual General Meeting

 

Lansdowne Oil & Gas plc (AIM: LOGP), a company currently suspended from
trading on the AIM Market of the London Stock Exchange, is pleased to announce
the conditional acquisition of São Gabriel Mineração Ltda. ("SGM") (the
"Acquisition"), a graphite project in Brazil whilst continuing diligently to
progress its litigation claim under the Energy Charter Treaty ("ECT") which
has now received litigation funding to pursue a minimum of US$100 million
(plus interest) claim against Ireland in relation to the Barryroe project.

The Company has published its AIM Admission Document and has conditionally
completed an equity fundraising of £1.9 million (before expenses) by way of a
placing (the "Placing") ( the "Fundraising") of a total of 1,900,000,000
Placing Shares in the capital of the Company alongside a capital
reorganisation.

In conjunction with the Fundraising, the Company is applying for its new
ordinary shares of £0.0005 each in the capital of the Company ("Ordinary
Shares") (conditional upon shareholders approving a 5:1 share consolidation)
to be readmitted to trading on AIM ("Readmission").

The Acquisition, Fundraising and the Readmission are conditional upon certain
resolutions being passed at the Annual  General Meeting of the Company to be
convened for 11.00 a.m. on 26 May 2026 (the " Annual General Meeting"). The
Company has published a Multilateral Trading Facility admission prospectus in
compliance with the requirements of the London Stock Exchange which has been
issued in connection with the proposed readmission of the Company's New
Ordinary Shares to trading on AIM ("AIM Admission Document"). The AIM
Admission Document has not been prepared in accordance with the rules of the
FCA for Admission to Trading on a Regulated Market and its contents have not
been approved by the FCA. The AIM Admission Document will not be filed with or
approved by the FCA or any other government or regulatory authority in the UK.
The AIM Admission Document includes a notice convening the Annual General
Meeting of the Company.

 

Highlights

 

·    The proposed acquisition of São Gabriel Mining represents a
strategic pivot into the critical minerals sector, through the 100% ownership
of the Macaubas graphite project in Brazil.

·    The Company will continue to pursue its ECT litigation claim of more
than $100m regarding the Barryroe oil & gas project in Ireland.
Shareholders on admission will be entitled to 20% of the net proceeds of any
successful ECT claim.

·    Fundraising to raise £1.9 million gross through the issue of 1.9
billion Fundraising Shares at 0.1 pence per Fundraising Share.

·    Net proceeds of the Fundraising will allow for the advancement of
Macaubas Project through an active exploration programme and provide general
working capital.

·    Proposed appointment of Luis Mauricio Azevedo as a director upon
Readmission.

·    Proposed change of name to Lansdowne Resources Plc.

·    Proposed consolidation of the Company's issued share capital by 5:1.

·    Bonus Issue of Preference Shares carrying rights to Legal Claim in
order to ringfence the majority (approximately 80%) of any potential net award
for existing shareholders and CLN holders

·    Readmission to AIM is expected to occur on or around 8.00 am on 27
May 2026.

 

CEO Stephen Boldy commented:

"I would like to thank all of our existing shareholders for their patience
whilst the shares in Lansdowne have been suspended. I would also like to
welcome our proposed new shareholders as the Company embarks upon a new
chapter.

We are excited by the proposed acquisition of SGM and the Macaubas project,
which has yielded robust exploration results to date and is situated in a
proven mining district with existing operating graphite companies, including
Graphcoa and South Star. The Placing will fund the next phase of exploration
at Macaubas and it was pleasing to see that the vending shareholders within
SGM, have committed an additional £450,000 in the Placing to help fund this
next phase.

We are delighted SGM's largest shareholder and founder, Luis Azevedo, has also
agreed to join the Board subject to shareholder approval at the upcoming
Annual General Meeting. Luis has extensive knowledge of Macaubas and ensures
continuity of the management of the project.

Whilst suspended the Company has also diligently progressed its litigation
claim under the Energy Charter Treaty ("ECT") and in December 2025 received
litigation funding to pursue a minimum of US$100 million (plus interest) claim
against Ireland. The Company has proposed to re-shape its capital structure,
as outlined below, to ensure existing shareholders preferentially benefit from
any award under the ECT claim whilst providing new shareholders with exposure
to any successful litigation.

Accordingly, shareholders on readmission will have exposure to 20% of the net
proceeds of any ECT claim which provides the scope to build material value
alongside the new Acquisition given our market capitalisation of approximately
£2.5 million upon readmission and £1.9m of gross funds raised.  Finally, I
would like to thank all our advisers who have worked tirelessly to bring the
Reverse Take Over transaction to conclusion.

 

Expected Timetable of Principal Events

 

 Announcement of the Acquisition and Placing                        30 April 2026

 Publication and posting of this Document (including Notice of      30 April 2026
 Annual General Meeting and the Form of Proxy)
                                                                    11:00 a.m. on 21 May 2026

 Latest time and date for receipt of completed Forms of Proxy and
 receipt of electronic proxy appointments via the CREST system
                                                                    11:00 a.m. on 26 May 2026

 Annual General Meeting
                                                                    26 May 2026

 Consolidation Record Date
 Bonus Issue Record Date                                            26 May 2026
                                                                    26 May 2026

 Announcement of the results of the Annual General Meeting
                                                                    8.00 a.m. on 27 May 2026

 Admission of the Enlarged Share Capital
                                                                    8.00 a.m. on 27 May 2026

 CREST accounts credited (where applicable)
                                                                    by 3 June 2026

 Dispatch of definitive share certificates (where applicable)

 

 

Background to the Acquisition

The target of the Acquisition, São Gabriel Mineração LTDA. is a Brazilian
company, incorporated on 14 July 2022, focused on developing the Macaubas
graphite project in Brazil.

SGM holds two exploration licences and has, to date, undertaken early-stage
exploration work that has proven the presence of graphite mineralisation at
the Project. SGM is now seeking to develop the Project through further
exploration work at the Tenements to establish both the extent of graphite
mineralization at the Project and an initial mineral resource which will
provide the basis for an application to convert the exploration licences into
mining concessions. The Project shows robust preliminary exploration results,
that underpin the Company's plans to complete more extensive exploration work
with a view to applying for the conversion of the existing exploration
licences to mining licences.

The Company believes that, subject to completion of this further exploration
work, there is the potential to establish a mineral resource and increase
grade, with mineralised material that exhibits excellent characteristics that
can demand superior prices within the marketplace. The key deposit
characteristics are highlighted below:

·    Located in one of the highest quality, prospective graphite regions
in the world with a strong mining heritage

·    Shallow, friable material that can be mined without explosives and
minimal crushing

·    The deposit has the potential to host high quality, large flake
graphite mineralisation

·    Favorable logistics and infrastructure

·    Large, quality geological targets identified to establish a maiden
resource and improve overall average grade

The Project consists of two Tenements, namely exploration licences
870.511/2019 and 870.512/2019, covering an aggregate of 2,805.82 hectares,
located approximately 35 km from the town of Macaubas along the BA-573 road
towards the village of Pajeú. in Bahia state, Brazil.

The Tenements were initially held by PML and were transferred to SGM in May
2024 pursuant to the Mineral Rights Assignment Agreement.

Following their assignment to SGM, a contractor company, M&K Geologia
LTDA, conducted exploration activities on behalf of SGM. Further details of
the exploration work undertaken to date is set out in paragraph 4, below. The
exploration licences were granted in August 2024 and have an expiry date of 30
August 2027 - although the licence period for the exploration licences can be
extended for a period equal to the initial grant (being three years), subject
to the renewal request being submitted by the applicant no later than sixty
days before the expiration date.

 

Future Exploration Programme

The Company intends to develop the Project through the following work
programme:

·    Integration of surface mapping with available aero geophysical data
from the Geological Survey of Brazil, (CPRM) and the Bahia Mineral Research
Company (CBPM)

·    Surface mapping of Tenement No. 870.511/2019

·    Bulk sampling for metallurgical testing

·    Conducting 10km of ground geophysics (IP) to test the Baixa do
Barreiro ore zone at depth

·    Excavating 2,000 meters of trenches over the Baixa do Barreiro and
Mastruz targets

·    Geological mapping of Tenement No. 870.511/2019 and preliminary
investigations of satellite targets in Tenement No. 870.512/2019, within the
proposed exploration footprint for graphite

 

Following the work programme the Company anticipates that it will be able to
generate drill targets to complete a resource drilling programme for the
purposes of generating a Maiden Resource Estimate and begin a preliminary
economic assessment, subject to further funding

Sale and Purchase Agreement for SGM & ECT Arbitration

The Company has entered into a sale and purchase agreement to acquire, subject
to certain conditions being satisfied, all of the issued shares in São
Gabriel Mineração Ltda. Completion of the Acquisition is expected to occur,
subject to all conditions being met, simultaneously with the readmission of
the Company's New Ordinary Shares to trading on AIM, subject to regulatory
approvals.

The Company also notes that, separately, it continues to pursue its Energy
Charter Treaty arbitration claim against the Government of Ireland, seeking
compensation in excess of US$100 million in relation to the refusal to grant a
Lease Undertaking for the Barryroe oil and gas field. The Company has secured
non-recourse litigation funding from Diamond McCarthy LLP to progress this
claim and has put in place arrangements to ensure that qualifying shareholders
will receive an economic benefit in respect of any successful outcome of the
ECT Claim.

Further details of the Acquisition, the Fundraise, the proposed strategy of
the Enlarged Group, and the risk factors associated with the Transaction are
set out in the AIM Admission Document which has been posted to shareholders
and published on the Company's website www.lansdowneoilandgas.com.

Details of the Fundraising

The Fundraising will comprise the issue of 1.9 billion new Fundraising Shares
at the Issue Price to conditionally raise £1.9 million.

The issue and allotment of the Fundraising Shares is conditional, inter alia,
upon (i) the passing of the Resolutions to authorise such issue and allotment
and to disapply pre-emption rights in relation to the Fundraising Shares, to
be put to shareholders at the Annual General Meeting; and (ii) the Fundraising
Shares and the existing Ordinary Shares being readmitted to trading on AIM
("Readmission") on or before 8.00 am on 27 May 2026. Accordingly, if any of
such conditions are not satisfied or, if applicable, waived, the Fundraising
will not proceed.

When issued, the Fundraising Shares will represent approximately 74.81 per
cent. of the enlarged share capital of the Company and will rank pari passu
with the existing Ordinary Shares.

Retail Offer

In addition to the Placing and Subscription, the Company intends to issue up
to 190,000,000 Retail Offer Shares via the Winterflood Retail Access Platform
(the "WRAP Retail Offer") to raise up to £190,000 (before expenses) at 0.1
pence per share.

The proceeds of the WRAP Retail Offer will be utilised in the same way as the
proceeds of the Fundraise. A further announcement will be made by the Company
shortly regarding the WRAP Retail Offer and its terms and conditions.

 

Use of Proceeds

The Enlarged Group will receive approximately £1.1 million of net proceeds
from the Fundraise (after deducting commissions and other expenses related to
the AIM readmission of approximately £0.8 million), which are expected to be
used as follows:

 

 Conducting additional field work and analysis to advance toward development of  £,000
 the Project, including:
 ·    Exploration and working capital                                            892
 ·    Creditors                                                                  493
 ·    Unpaid transaction costs                                                   515
 Working capital, including G&A for a period of 18 months                        1,900

 

Board Changes

Subject to the approval of shareholders, the Company will appoint Luis Azevedo
as a non-executive director from Admission.

Mr. Azevedo has over 30 years of mining experience in Brazil. He is both a
licensed geologist and lawyer, specializing in the Brazilian Mining Code, and
an independent board director of several Toronto Stock Exchange, AIM and
Australian Stock Exchange listed companies. He has built a strong track record
originating and founding companies with projects in Brazil that have listed on
the TSX, AIM and ASX - the most prominent being Avanco Resources, which he
started by assembling the land package, developing and licensing to copper
production in the prolific Carajas region of Brazil. ASX-listed Avanco
Resources was sold to OZ Minerals for ~A$430 million in 2018. Luis and company
founder Tony Polglase, worked together at Avanco from IPO to its sale to Oz
Minerals.

Mr. Azevedo is also Chairman and CEO of Bravo Mining Group and an executive
director of Harvest Minerals Limited and Serabi Mining Plc; he previously
worked for Western Mining Corporation, Barrick Gold Corporation and Harsco
Corporation and was also an executive director of Avanco Resources Ltd. He is
also founder and remains major shareholder of London-listed Jangada Mines Plc.

Mr. Azevedo is an active spokesperson within the mining sector in Brazil and
works closely with the highest federal levels of all branches of the Brazilian
government.  He is also the founder and CEO of the Brazil Prospectors
Association - ABPM. Currently, he is Managing Partner of FFA Legal, a legal
firm he founded whose main office is in Rio de Janeiro, which is focused
solely on natural resources companies. Previously he worked for Western
Mining, Barrick Gold, and Harsco.

 

Name change

To reflect the business of the Enlarged Group, the Existing Directors are
proposing to change the name of the Company to "Lansdowne Resources PLC". The
change of name will become effective once the Registrar of Companies has
issued a new certificate of incorporation on the change of name. This is
expected to occur on or around Admission. The tradeable instrument display
mnemonic of the Company is expected to change on AIM to "LRES" effective from
8.00 a.m. on Admission.

 

Notice of Annual General Meeting

The Acquisition, the Company name change, the Fundraising, the Share
Consolidation and the adoption of New Articles require Shareholders' approval
of the Resolutions. A notice convening the General Meeting is set out at the
end of the Admission Document. The Annual General Meeting is to be held at the
offices of Howard Kennedy LLP, 1 London Bridge, London, SE1 9BG at 11:00am on
26 May, for the purpose of considering, and if thought fit, passing the
Resolutions.

 

Barryroe Update and Litigation

 

Background to the Claim

The Group's claim against Ireland under the Energy Charter Treaty relates to
the refusal by the Irish Government to award a lease undertaking over the
Barryroe oil and gas field. The Company's wholly owned subsidiary Lansdowne
Celtic was awarded Standard Exploration Licence SEL 1/11 in 2011 over
Barryroe, in partnership with Providence Resources PLC now BOE. BOE, through
its wholly owned subsidiary Exola DAC, had an 80 per cent. interest in SEL
1/11; and the Group, through Lansdowne Celtic, had a 20 per cent. interest in
SEL 1/11. BOE operated Barryroe on behalf of Lansdowne Celtic and the licence
allowed the Barryroe Partners to explore and appraise the Barryroe oil and gas
field. Since the award of the Standard Exploration Licence SEL 1/11, the
Barryroe Partners made significant investments in the project, including
conducting an extensive 3D seismic survey and drilling the 48/24-10z well,
which flowed oil and gas at a combined rate of c. 4,000 boepd.

 

Nature of the Claim

Lansdowne Celtic is seeking compensation under the ECT following the Irish
Government's refusal to grant it a lease undertaking over the Barryroe oil and
gas field. The Claim arose after Ireland denied the application for a lease
undertaking on the grounds of f inancial capability despite broader technical
approval of the project. Ireland further advised that SEL1/11 licencees have
no rights over the acreage held underSEL1/11, as SEL1/11 expired on 13 July
2021. This decision came after years of work on the project, all of which was
approved by Ireland, and full regulatory compliance by Celtic and BOE. The
lease undertaking was crucial for the Barryroe project's progression, as it
would provide the Barryroe Partners with the opportunity to undertake
additional appraisal activity, including the drilling of another well, which
was expected to lead to an application for a petroleum lease, to allow for
development and production. Lansdowne Celtic's position is that the refusal to
grant the lease undertaking, constitutes a violation of Ireland's obligations
under the ECT to inter alia protect qualifying foreign investments from
unlawful expropriation and unfair and discriminatory treatment. Given the
substantial investment made by the Barryroe Partners and the potential value
of Barryroe, the Group engaged legal counsel to assess its legal rights and
pursue legal proceedings to protect its investment. The Group believes Ireland
failed to adhere to its obligations under the ECT and has initiated the
dispute resolution provisions of the ECT that allow for the Claim in
international arbitration proceedings against Ireland. On 22 December 2025 the
Company announced that it had entered into the Litigation Funding Agreement
with Diamond McCarthy LLP to pursue the Claim. The Litigation Funding
Agreement provides sufficient funds, on a non-recourse basis, to cover legal
fees and costs associated with pursuing the Claim through to resolution of the
dispute with Ireland.

 

Barryroe quantum of claim

The Group's historic investment in the Barryroe project amounts to c. US$24
million of aggregate investment. A competent person report produced by
Netherland Sewell and Associates Incorporated in 2013 concluded that the Basal
Wealden oil reservoir contained 2C gross in-place on-block volume of 761
million barrels of oil. Based upon a 35 per cent. Recovery Factor this has the
potential to yield (on a gross basis) 266 million barrels of recoverable oil
and 187 billion cubic feet of gas. A similar competent person's report was
undertaken by RPS Group Limited in 2011 over the oil-bearing Middle Wealden
sands and this reported 2C gross in-place on-block volume of 287 million
barrels of oil, with technically recoverable resources of 45 million barrels
of oil and 21 billion cubic feet of gas. The total combined audited gross
on-block 2C recoverable resources in the Barryroe field therefore amount to
346 million barrels of oil equivalent, (69 mmboe net to the Group), comprising
311 million barrels of oil (62 mmboe net to the Group) and 207 billion cubic
feet of gas (41 bcf net to the Group). 32 c201000pu020 Proof 2: 29.4.26_16:42
B/L Revision: 0 Operator PutA Later conceptual development planning work
envisaged a phased development of the field. A competent person's report
carried out by RPS Group Limited announced in February 2022, addressing simply
the first phase of a Barryroe development and solely the Basal Wealden Oil
reservoir, concluded that the P50 volumes were estimated at 81.2 million
barrels of oil recoverable gross (16.24 million barrels net to Lansdowne) from
a Best Estimate of 278 million barrels of oil in place. An economic
evaluation, documented in the 2022 competent person's report, covering the
Phase 1 development and in the 2C oil resources case, delivers an NPV10 per
cent. for the Group's 20 per cent. share of $104 million under a Brent Oil
Price assumption of US$68 per barrel in 2027, rising to $70/bbl in 2028 and
2029 and inflated at 2 per cent. per annum thereafter. The price of Brent Oil
stands currently at c. $100/bbl, above the price modelled in 2022. As stated,
the 2022 Competent Person's Report has only addressed the oil in the Basal
Wealden A Sand, which allows it to be correlated to the earlier work carried
out by Netherland Sewell and Associates Incorporated. Gas was proven in the
Basal Wealden C Sand reservoir in the 48/24-10z well that overlays the oil
reservoir and this has previously been estimated to hold a potential gas
resource of c 400 BCF GIIP. If successful, the gross compensation under the
Claim is expected to be at least $100 million plus interest. In the event of a
successful award in an amount of approximately $100 million, Lansdowne's share
of the recovered proceeds is expected to be between 60% and 70%.

 

Ringfencing of the Claim Amount

In the event of a successful Claim and, following the deduction of various
costs and expenses associated with the Claim, it is intended that Qualifying
Shareholders will receive the Claim Amount with the Company receiving the
balance, which will benefit Shareholders following the Consolidation,
Acquisition and Fundraise. In the event of a successful Claim, the Claim
Amount will be apportioned to Qualifying Shareholders pro-rata to their
holdings of New Preference Shares, which will be allotted pursuant to the
Bonus Issue, further details of which are set out in paragraph 20 below. In
the event that the Claim is unsuccessful, the costs related to the Claim will
be borne by Diamon McCarthy LLP under the terms of the Litigation Funding
Agreement.

 

Under their proposed respective service agreement and letters of appointment,
Dr. Stephen Boldy, Jeffrey Auld and Daniel McKeown are entitled to the Bonus
Payments in the event that the Claim is successful, pursuant to the table set
out below, calculated as percentage of the Net Proceeds of Claim

 

 Net Proceeds of Claim ($000,000)  Executive Director % (Dr. Stephen Boldy)  Non-executive Director % (Jeffrey Auld and David McKeown)
 20                                5                                         1
 40                                3.5                                       0.5
 60                                2.75                                      0.5
 80                                2.25                                      0.4
 100                               2                                         0.35

 

 

Intention of Retirement of Dr. Stephen Boldy

Dr. Boldy has informed the Board of his intention to retire as the Company's
Chief Executive Officer on 31 July 2026. He will however, continue to support
the Company's work associated with the ECT Claim for as long as this takes.
The Directors have commenced the search for a new Chief Executive Officer with
an appropriate industry background as Dr. Boldy's replacement to be appointed
following Admission and ahead of Dr. Boldy's retirement.

 

Bonus Issue

As previously announced the Directors have determined that the majority of any
benefit derived from the Claim should be for the account of Shareholders on
the register at the Consolidation Record Date and prior to completion of the
proposed Acquisition.

In order effect this arrangement, it is the Company's intention that in the
event of a successful outcome from the Claim, 80% of the net proceeds received
will be paid to the Qualifying Shareholders. The Company considered a number
of options for how best to achieve this and has determined to carry out the
Bonus Issue of New Preference Shares.

Pursuant to the Bonus Issue, every Qualifying Shareholder will receive one New
Preference Share for every Ordinary Share held. The New Preference Shares
shall entitle the holders thereof to receive, subject to the Companies Act, a
preferential dividend equal (in aggregate) to the Claim Amount once such
amount is finally determined by the Board, but not to otherwise participate in
any profits in the Company. Accordingly, any other shares issued by the
Company after the Consolidation Record Date, including the Placing Shares, the
Consideration Shares and the Convertible Loan Shares will not receive any
benefit under the Claim.

Following the Company's suspension in March 2024 its ongoing working capital
requirements have been met through the Convertible Loan Notes. As such the
Directors consider it appropriate that the holders to the Convertible Loan
Notes (at their election) should benefit from any successful outcome under the
Claim.  Accordingly under the terms of the Convertible Loan Note Amendment,
conditional on the passing of the Resolutions, immediately following the AGM,
380,000,000 Convertible Loan Notes will convert into 380,000,000 Ordinary
Shares and will therefore receive 76,000,000 New Preference Shares under the
Bonus Issue. Where shareholders do not elect to amend their notes, these
Convertible Loan Shares will not benefit under the Claim as noted above.

 

Share Consolidation

In order to ensure that the assets that are the subject of the Acquisition are
held for the benefit of Shareholders participating in the Acquisition and
Fundraise, the Directors consider it is appropriate that immediately prior to
Admission, every five Existing Ordinary Shares are consolidated into one
Consolidated Ordinary Share meaning that on Admission, the Qualifying
Shareholders' interest in the Company will be 14 per cent. with the New
Ordinary Shares (excluding any shares issued pursuant to the Retail Offer)
accounting for 86 per cent. of the Company's issued share capital.

The Directors believe therefore that it is in the best interests of the
Company for there to be a 5:1 share consolidation to reduce the number of
Ordinary Shares in issue and increase the share price with a view to
decreasing the spread between the bid and offer prices.

Under the Share Consolidation, holders of Existing Ordinary Shares will
receive 1 New Ordinary Share for every 5 Existing Ordinary Shares and so in
proportion to the number of Existing Ordinary Shares held on the Record Date.

Following the Share Consolidation, Shareholders will still hold the same
percentage proportion of the Company's ordinary share capital as before the
Share Consolidation and the New Ordinary Shares will carry equivalent rights
under the New Articles to the Existing Ordinary Shares under the Existing
Articles.

Assuming the Share Consolidation proceeds, the number of New Ordinary Shares
in issue immediately following the Share Consolidation would be 354,723,667.

 

LC Loan changes

 

Loan Agreement with LC Capital

On 10 March 2015 the Company entered into a 10 per cent. secured loan with LC
Capital, as lender (and as subsequently amended on 8 March 2016, 17 June 2016,
6 April 2018, 9 March 2020, 15 December 2020, 30 December 2021, 6 December
2023, 27 June 2024 and, conditional on Admission, 28 April 2026) under which
LC Capital has provided a loan facility to the Company of up to £1,862,318 in
aggregate for a fixed term. Amounts drawn down under the Loan Agreement,
currently approximately £1.26m, were repayable in full, together with all and
any interest, on the earlier of:

·    success under the Claim

·    a sale of the Tenements to a third party

·    a refinancing other than through the issuance of new shares in the
Company

The loan is to be senior to any other debt that the Company may take on and is
secured by an English law debenture including a share charge over all the
Company's shareholdings in Lansdowne Celtic; and an Irish law share charge
over all of the Company's shareholdings in Milesian.

The security interests shall become exercisable by the lender in the events of
default as set out in the Loan Agreement.

 

LC Capital Warrant Instrument

In consideration for the extension of the Loan Agreement as outlined above,
the Company entered into a warrant instrument dated 28 April 2026, pursuant to
which 250,000,000 warrants were issued to LC Capital Master Fund, Ltd at an
exercise price of 0.115 pence each and expiring four years following
Admission.

 

Related Party Transactions

As set out above, under their proposed respective service agreement and
letters of appointment, Dr. Stephen Boldy, Jeffrey Auld and Daniel McKeown are
entitled to the Bonus Payments in the event that the Claim is successful.

As Dr. Stephen Boldy, Jeffrey Auld and Daniel McKeown are Directors, they are
considered to be Related Parties of the Company as defined under the AIM Rules
and these Bonus Payments are considered to be Related Party Transactions
pursuant to Rule 13 of the AIM Rules.

As, prior to Admission, there are no Directors independent from these Bonus
Payment arrangements, Shareholders are being asked to approve these payments
at the AGM.  Pending such approval SP Angel, consider that the proposed terms
of the Bonus Payments are fair and reasonable insofar as Shareholders are
concerned.

 

On 28 April 2026 LC Capital confirmed its consent to a further extension of
the Loan Agreement, conditional on Admission through to the earlier of:

·    success under the Claim

·    a sale of the Tenements to a third party

·    a refinancing other than through the issuance of new shares in the
Company

as well as an amendment to the terms whereby the loan is to be senior to any
other debt that the Company may take on. Otherwise the loan remains in
accordance with the existing terms and any previous event of default under the
Loan Agreement are waived.

On 28 April 2026 in consideration of LC Capital's consent to a further
extension of the Loan Agreement, conditional on Admission the Company entered
into a warrant instrument, pursuant to which 250,000,000 warrants will be
issued on Admission to LC Capital Master Fund, Ltd at an exercise price of
0.115 pence per Ordinary Share and expiring on the date four years following
Admission. LC Capital is a substantial shareholder in the Company as defined
under the AIM Rules and as such, it is considered to be a Related Party of the
Company as defined under the AIM Rules and both the extension and issue of
warrants is considered to be a Related Party Transaction pursuant to Rule 13
of the AIM Rules.

The Existing Directors, all of whom are independent of LC Capital, having
consulted with SP Angel, considered that the proposed terms of the loan
extension and warrant issue are fair and reasonable insofar as Shareholders
are concerned.

 

Readmission to AIM and Publication of AIM Admission Document

The Board of Directors of Lansdowne Oil & Gas plc (the "Board") consider
that readmission to AIM will be in the best interests of the Company and its
shareholders following the period of suspension since 21 March 2024, and that
the Transaction represents the appropriate basis on which to seek readmission.
Readmission is expected to enable the Company to attract a wider pool of
investors and improve liquidity over time.

Application will be made to London Stock Exchange plc for the Company's
2,539,723,667 New Ordinary Shares on Readmission to be admitted to trading on
AIM, and pursuant to the AIM Rules for Companies, a Schedule One form is
expected to be published shortly and will, following publication, be available
on the Company's website, along with the AIM Admission Document at
 https://www.lansdowneoilandgas.com/

Subject, inter alia, to the passing of the Resolutions at the Annual General
Meeting and completion of the Acquisition and the Fundraising, it is currently
anticipated that Readmission will become effective and that dealings in the
Ordinary Shares will recommence on AIM at 8.00 am on or around 27 May 2026.

 

 

 

For further information please contact:

 

 Lansdowne Oil & Gas plc
 Steve Boldy

 SP Angel Corporate Finance LLP      +44 (0) 20 3470 0470
 Nominated Adviser and Joint Broker
 Stuart Gledhill
 Charlie Bouverat

 Tavira Financial Limited            +44 (0) 20 3192 1739
 Joint Broker
 Oliver Stansfield

 Jonathan Evans

 

 

 

 

 

 

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