REG - Pennpetro Energy PLC - Heads of Terms Signed for Ukrainian O&G project

Pennpetro EnergyAnnouncement

15/10/2025 07:00

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RNS Number : 4628D  Pennpetro Energy PLC  15 October 2025

15 October 2025

Pennpetro Energy Plc

("Pennpetro" or the "Company")

Signing of Heads of Terms for Ukrainian Oil & Gas project

Pennpetro Energy Plc (LSE: PPP), the company focused on developing strategic
energy projects, announces the signing of Heads of Terms to acquire 100% of
the Limnytskyi oil and gas exploration licence in western Ukraine, adjacent to
the European Union border, in the far west of Ukraine, through a Polish
Holding Company (the "Target"), being newly incorporated for the purpose, now
that the Heads of Terms have been signed with PPP.

Referenced within the Company update of 25 September 2025 was a condition of
the Convertible Loan Note to execute a Heads of Terms with RMD Group and its
partners in relation to advancing the acquisition of 100% of their interests
in a significant European oil and gas licence.

About the Limnytskyi oil and gas licence

The Limnytskyi oil and gas licence (172 km(2)) is located in the Carpathian
basin in western Ukraine which has seen more than 100 oil and gas fields
discovered to date. The license to be acquired by the Company is an under
explored large-scale and highly prospective opportunity and expected, once
developed to be a significant addition to the energy independence and
sovereignty of Ukraine.

An in-depth analysis of recently acquired 2D seismic data studied by the
Company, and incorporating Soviet-era well data, has identified several
promising prospects. The Company intends to immediately re-enter one
previously abandoned well (due to a high pressure blow out) and acquire 3D
seismic at a pre-determined location before drilling a second well in the near
term, expected to have a high likelihood of success.

Next Steps

The acquisition of the Target by Pennpetro (the "Proposed Acquisition"), if
completed, would result in the Company's shareholders ("Pennpetro
Shareholders") having a minority interest in the enlarged group
(the "Enlarged Group") and would constitute a 'reverse takeover' under the UK
Listing Rules of the Financial Conduct Authority ("UKLRs"; "FCA") as it would
exceed 100% on the relevant 'class tests' set out in the UKLRs and will result
in a change of the Pennpetro Board and voting control of Pennpetro.

The Proposed Acquisition remains subject, inter alia, to completion of legal
and financial due diligence, regulatory approvals and the execution of a
definitive share sale and purchase agreement by Pennpetro with the Target's
shareholders. There is therefore no certainty that the Proposed Acquisition
will proceed. In addition, completion of the Proposed Acquisition would be
conditional on, inter alia: -

-     approvals by Pennpetro Shareholders at a general meeting of a waiver
resolution for the purposes of Rule 9 of the City Code on Takeovers and
Mergers in relation to the resultant the Target's shareholders' controlling
shareholding position in Pennpetro and of share capital authorities for the
Pennpetro Directors to effect the Proposed Acquisition (and related matters),
notice of which general meeting would be sent to Pennpetro Shareholders in due
course; and

-     publication of a prospectus and agreeing the eligibility in respect
of the Enlarged Group (both subject to the FCA approval) and admission of the
Enlarged Group to listing on the 'equity shares (commercial companies)'
segment of the FCA's Official List and to trading on the main market for
listed securities of London Stock Exchange plc.

The parties intend to proceed as quickly as possible with this Proposed
Acquisition. Further announcements concerning this potentially transformative
and exciting acquisition by Pennpetro will be made in due course as
appropriate.

In addition to the Proposed Acquisition of the Target, Pennpetro continues to
investigate other potential complementary acquisition opportunities.

 

Stephen Lunn, Chairman of Pennpetro Energy Plc said: "Securing the Heads of
Terms for the Limnytskyi licence in Ukraine is transformational for our
business, it adds a highly exciting asset into our growing portfolio and the
opportunity to develop this into a producing field to aid energy independence,
sovereignty and security to Ukraine. The capital requirements upon Pennpetro
associated with this licence are minimal and there is significant potential
upside to the Company."

For further information, contact:

 Pennpetro Energy Plc                      c/o Camarco

 Stephen Lunn                              +44 (0) 20 3757 4980
 Capital Plus Partners Limited  - Broker   +44 (0) 20 7432 0501

 Jon Critchley
 Camarco - Financial PR                    +44 (0) 20 3757 4980

 Andrew Turner | Owen Roberts              ppp@camarco.co.uk

 

ENDS

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