REG - Pennpetro Energy PLC - Shareholder Update

Pennpetro EnergyAnnouncement

05/08/2025 07:02

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RNS Number : 9021T  Pennpetro Energy PLC  05 August 2025

5(th) August 2025

 

 

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DISTRIBUTE THIS ANNOUNCEMENT.

 

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Pennpetro Energy Plc

 

("Pennpetro" or the "Company")

 

Shareholder Update

 

Dear Shareholder,

 

Due to ongoing delays in scheduling the AGM, it is timely to update
Shareholders, the vast majority of which rightfully, only wish for this
company to return to trading on the LSE and for it to become a successful
business delivering value for the long term rewarding them for their trust and
support.

1.      Audit

 

At our recent general meeting, I informed those present, and in the subsequent
RNS that the annual accounts for the year ending 31 March 2024 had been
approved by the board and would be issued imminently. An application to
trading would then be made and a rescheduled AGM would follow.

This was based upon the reasonable expectation that Crowe, the company's
external auditors for the past five years are prepared to sign off on the
going concern requirement in the audit, based on the contractual funding
commitments the company has entered into.

It has been four weeks since I made this representation and in the intervening
period the directors and chairman have been working with the US investor, GEM,
and the auditors to satisfy their requirements.

I would like to address directly the current corporate position and clarify
several additional questions that have been posed to the directors.

Whilst the audited accounts for the year ending 2024 will give the full
picture for that period, the

stark reality is that the company finds itself in a precarious position. This
is long before my appointment and will be disclosed in the upcoming 2024
annual accounts.

 

Factually

 

a.      The present chairman and CEO were appointed in late 2024 and
early 2025 respectively and have worked continuously to address the challenges
facing the company including the restricted funding to resume operations and
the lack of any record keeping required for the audit.

 

b.      This has led to a material loss in the years 2023/24.

 

Since inception, and for many years thereafter, the company did not have its
own bank account and a third party managed and processed funds with the most
basic level of oversight or protection.

Only in the past few months with the benefit of a Court Order has the company
been able to access over 30,000 documents, emails, bank records and
correspondence which highlight several inappropriate, unauthorised and board
unaware payments which are under review.

A judgement creditor who obtained a winding up order to close down the company
was ignored by the previous Board.

At the same time, a lack of oversight of all operational activities has
created a complete meltdown in the USA. This will be reflected in the audited
accounts and the reporting of a material loss.

The joint venture with Globalvision has been unable to be completed in the
form previously announced. The executed agreement, which had not been ratified
by the board, totally ignored the intercompany debt and the secured lenders
interests in all of the assets in the USA.

It also failed to reflect that the leases it was proposing to transfer either
were not in place, expired, had been terminated or allowed to lapse. As the
leases are not in good standing, the company has had to fully impair these
assets which will be shown in the accounts once finalised. With further
fundraising it is possible that some of these leases could be brought back
into good standing.

The AGM notice will include a resolution to cover the serious loss of capital
under the Companies Act 2006 as a result of full impairment of the group's
leases. I take no responsibility other than for having uncovered it at great
pains and much personal cost and time lost. None of the present Board have
been remunerated since my original appointment as a Director in September
2024.

Furthermore, the company recently entered into a new funding agreement with
USA based GEM to secure funds and evidence solvency. The term sheet was the
preferred choice of the board but to achieve it ,a condition called for a
significant number of warrants to be issued that some shareholders view as
dilution. For clarity, the warrants are priced significantly above the yearly
average share price, and it remains to be seen upon readmission what the
company's share price will be.

Despite GEM representing directly to creditors, the London Stock Exchange and
funding invoices directly, the auditors are not prepared to sign off the
accounts unless funds are placed into the company's bank account directly. GEM
are engaged but have been cautious given that, historically, the company has
and was unwilling or unable to settle a long outstanding debt with GEM and the
company was eventually taken to court by them, resulting in a winding up order
for failure to pay. Understandably, their risk management policy now requires
direct control over all and any payments made using their funds which is not
unreasonable considering their earlier experience.

So, at the moment we are at an impasse which unless resolved will mean the
company must move to withdraw from the GEM facility and give notice of default
to allow us to pursue support elsewhere.

2.      General Meeting & Pledged Shares

 

The recent General Meeting was called to request the re-issuance of pledged
shares. These shares were historically owned by investors and legally pledged
to the company in order that funds could be raised by the company at a time
when there was insufficient headroom to issue new shares already in treasury.
The resolution was defeated despite there being legal and contractual
obligations by the company to replace the pledged shares, which can be
enforced regardless of the vote going against the company's desire to act
lawfully and in good faith. Not replacing the pledged shares also impacts the
company's ability to seek support in the future.

One of the reasons raised at the general meeting for the negative support was
the perception that this would only benefit the shareholder position of
myself.

There has been almost no recognition of complex shareholder arrangements that
have been in place for many years, predating any involvement of the current
chairman with the company, and who only finds himself in the position he does
by virtue of an inheritance, which has been reviewed by the authorities in
both the UK and New Zealand where some shareholders reside.

There is a distinct lack of clarity, and several parties have come forward
with claims on the estate, or proportionate interests in the corporate
shareholdings. Until these are clarified, it is not possible to confirm the
precise ultimate beneficial shareholdings of myself, but these will be
disclosed in the relevant accounts and prospectus documents as soon as I know
myself what they represent in terms of number.

For those at the general meeting who wanted further clarity on the pledged
shares, I can confirm the following pledged shares:

 Shareholders                     No. Contributed Shares
 York Energy Group                18,500,000
 International Immobiliarie*      16,000,000
 FHF Securities (A'Asia) Limited  4,500,000
 RB Equity Nominees Limited       4,000,000
 Peter Ola Blomqvist              2,000,000
 Olof Rapp                        2,000,000
 Panna Evans**                    3,000,000
 Barbara Shaw**                   3,000,000
 Nobel Petroleum Ireland Limited  9,233,333
 Petra Roswell                    400,000
 TOTAL                            62,633,333

 

* This company has been struck off the New Zealand Companies Register and is
in the process of being restored.

** These shares are currently showing as being held by the company on the
basis of stock transfer forms purportedly signed by Mrs Evans and Mrs Shaw
dated 21 November 2023, notwithstanding the Company did not appear to have the
authority to buy back its own shares and therefore cannot hold them in
treasury.

These shares were purportedly transferred by the company pursuant to a stock
transfer form executed by Tom Evans, a former director of the company, on 5
November 2023 (prior to the company purportedly receiving the shares) to
satisfy an investment into the company.

The stock transfer form required two directors to execute it, and given the
concerns around the paperwork, the directors of the company are not prepared
to add their signature.

The company is considering making an application to the Companies Court to
determine how its share register can be rectified. If these shares are
returned to Mrs Evans and Mrs Shaw then the company will not issue replacement
shares to them.

The company acknowledges that an investor is entitled to 6 million shares, and
requests that shareholders vote in favour of the resolutions at the AGM to
enable the company to issue the shares to the investor

 

I do not believe that the estate has direct shareholdings in the companies
that pledged shares which indicates that I could only receive the indirect
benefit of any shares issued in connection with the pledge arrangements
because of being the executor and beneficiary of the estate. It is not yet
clear at this stage whether the estate has an indirect interest in the above
companies that pledged shares.

3.      Petroquest

 

Petroquest is a third party company established in 2006 and has loaned funds
to the company's USA subsidiaries, recorded in the Group accounts. The
majority of the shares in Petroquest formed part of the estate and are now
therefore owned by me. To avoid any perception of, or actual conflict, an
external advisor was appointed at the time I joined the board to independently
manage Petroquest, a lender to the company's group subsidiaries.

Petroquest has not made a demand against the company or members of its group.

 

4.      The Future

 

Looking to the future, once the present is resolved, it is the objective of
the board to reposition the company for growth, based on sound and fully
compliant corporate governance and management, with a number of opportunities
currently under review. Each of these options would, of course, involve the
injection of new capital and the dilution of existing shareholders, including
myself, but without fresh capital and new, competent senior management the
company's future is bleak.

In closing, Shareholders have every right to be angry, frustrated and
disillusioned regarding the current state of affairs at the company, but you
should be directing your justified anger towards previous management who
oversaw the suspension of trading for a number of consecutive years.

This has caused constriction and restriction of our access to critical
information that would have made our job in gaining readmission so much
easier, and the job of beginning to rebuild the company and its reputation so
much faster.

Stephen Lunn

Chairman

 

 

For further information, please contact:

 

 

 Pennpetro Energy PLC

 Stephen Lunn, Chairman                           stephengarylunn@gmail.com (mailto:stephengarylunn@gmail.com)

 Robert Menzel, CEO                               info@pennpetro.co.uk (mailto:info@pennpetro.co.uk)

 Capital Plus Partners Ltd (Company Broker)

 Philip Reid, Chairman                            pjr@capplus.co.uk (mailto:uk)

 Ben Tadd                                         bt@capplus.co.u (mailto:bt@capplus.co.uk) k (mailto:bt@capplus.co.uk)

                                                  +44 (0)20 3821 6167

 Flagstaff Strategic and Investor Communications

 Tim Thompson                                     pennpetro@flagstaffcomms.com (mailto:pennpetro@flagstaffcomms.com)

 Alison Allfrey                                   +44 (0)20 7129 1474

 Anna Probert

 

 

 

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