REG - Pennpetro Energy PLC - Shareholder Update

Pennpetro EnergyAnnouncement

25/09/2025 10:45

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RNS Number : 8364A  Pennpetro Energy PLC  25 September 2025

 25th September 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

The Company published its Annual Report and Audited Financial Statements for
the 12-month period ending 31 March,  2024. These were released earlier
today.

After a long and complex process of investigation and discovery, led by the
present Chairman I today also report a  wide range of challenging issues that
the Company has navigated with the objective of repositioning the company to
return to trading on the London Stock Exchange.

I appreciate that regular, honest and open communication with existing and
potential shareholders of Pennpetro is a  priority; ensuring transparency for
all stakeholders and making the kind of negative comments we have seen over
the  past many months impotent. Over the coming weeks and months, further
information will be regularly provided, so  that, shareholders can make
considered decisions about voting and investing in the Company. The Board will
continue  to position Pennpetro to deliver sustainable growth in shareholder
value, based on sound due diligence, capable team  performance and reliable
business partners.

Specifically in this statement I would like to address the following:

1. The current status of agreements with Global Vision and the JV with ESGY;

2. The status of the funding with Global Equity Markets Solutions (GEM);

3. The terms of a Convertible Loan Note executed, and drawn by Pennpetro, with
the Canada-based RMD Group;

4. The proposed appointment of new Directors to the Board of the Company;

5. The development of a new investment strategy;

6. Terms for the restructuring of the Petroquest Loan and discharge of the
liability from Pennpetro Energy PLC;

7. Material litigation and resolution (CMS, GEM, Petroquest Energy Ltd);

8. Actions taken to date to recover unauthorised funds and intention to pursue
individuals whose actions have led to  loss of shareholder value and Company
funds;

9. Preparation for publication of both the delayed Interim Accounts, and
Audited 2024/25 Financial Report;

10. Confirmation of the AGM to approve these 2023/24 Audited Accounts and
other necessary resolutions;

11. Payments to Directors; and

12. Return to trading (subject to all conditions precedent being achieved by
the Company with the support of  shareholders).

1. Global Vision Heads of Terms and JV with ESGY

After the 2023/24 reporting period, agreements were signed with Globalvision
International ("Globalvision"), which were  communicated to the market via an
RNS and reported as concluded prematurely, on the Globalvision website,
(subsequently removed after Pennpetro Chairman's complaint), whereby they
agreed to purchase :

• 100% of the issued share capital in the Company's subsidiary Nobel USA,
for a life of asset Royalty to Pennpetro,  on the City of Gonzales #1 Well,
Chalk Talk #1 Well, Chalk Talk #4 Well and Whistling Straits #5 Well, and the

assumption of approximately US $300,000 of outstanding liabilities; and

• 50% of the issued share capital in the Company's subsidiary Nobel
Petroleum LLC.

The Globalvision agreement identified a level of historical accrued
liabilities associated with restoring production that  they would partially
remedy.

Pennpetro have been unable to fulfil the acquisition conditions relating to
perfecting the leases and committing funding,  as a result the JV with
Globalvision has not completed.

At the time, previous Management also announced a joint venture with ESGY
regarding potential Lithium resources  and associated anticipated income from
that 'relationship' in the same RNS as the Globalvision announcement.

Despite much effort, neither Globalvision, nor Pennpetro, have been able to
find any records of a JV agreement with  ESGY, nor has there been any
communication with ESGY who have failed to respond to any and all attempts
to  engage.

The previous CEO has also been contacted in regard to this ESGY announcement
but has failed to provide copies (if  they even exist) of any JV Agreement at
any level, with an entity called ESGY.

2. Global Equity Markets Solutions (GEM)

Shareholders will recall that the Company announced a short-term funding
agreement with US-based GEM in June of  2025. The initial commitment of
£150k was to be made available to the Company to support its efforts to
complete the  2024 year-end Audit announced herein and to satisfy certain
Creditors and demonstrate 'Going Concern' status for the  Company.

GEM, based on what the current Board of Pennpetro have discovered over the
past 8 months, were not prepared to  deposit the funds directly under the
control of the Company as required by the Pennpetro Auditor to achieve the
goals  of the funding in the first place, being proof of 'Going Concern' and
payment by the Company to its creditors, including  the Auditors themselves
for the preparation of the announced accounts herein.

Alternative methods to receive the funds to the satisfaction of GEM and the
Company's auditors were explored, but the  impasse continued until an
alternative approach was identified, negotiated and agreed through efforts led
by the current  Chairman.

3. Convertible Loan Note (CLN) with RMD Group of Canada

After lengthy and detailed due diligence by RMD Group, I am pleased to advise
that Pennpetro has now entered into a  fully subscribed £250,000 Convertible
Loan Note ("CLN").

RMD Group is a Canada-based privately held Family Office with interests in
investments in Property (North America  and Europe), Energy, Infrastructure,
Renewable and Decarbonisation, Forestry and Technology sectors.

The previous CLN anticipated with GEM and previously announced to the market
on 25 May 2025, was on less  favourable commercial terms than with the RMD
Group CLN, charging interest at 6% (GEM coupon was 8%) and  maintaining the
£0.04 conversion price, this being a sign of acting in 'good faith' with
Pennpetro on the part of RMD  Group who could have named their terms due to
the condition of the Company and lack of alternatives at the time of
signing.

Funds for the CLN have been evidenced to the satisfaction of our auditors,
accountants and legal advisors and are  being used to discharge main current
creditors and satisfy Going Concern requirements.

Whilst the CLN has been signed by the Parties and funds have been provided to
the Company by the Lender at this  time, there are certain additional
undertakings that, during their detailed due diligence of Pennpetro, RMD
insisted on  including to provide much needed funding to resuscitate
Pennpetro, as follows:

• Issue of new shares to fulfil the Company's obligations in respect of the
pledged shares that are subject to  shareholder approval and to satisfy the
conditions of a new Prospectus as required by the FCA, London Stock  Exchange
and the Company's advisors;

• The renegotiation of the outstanding 'Petroquest Loan' such that the
liability is no longer recognised on the balance  sheet of Pennpetro Energy
Plc and all security is released, cleaning up the Company's balance sheet for
a new

start;

• Executing a Heads of Terms with RMD Group and its partners in relation to
advancing the acquisition of 100% of  their interests in a large European Oil
and Gas License (through their subsidiary company in Poland);

• Although RMD Group and their fellow shareholders are in a position to
execute this deal today, and begin  immediate operations on the License in
question within weeks of the same, without shareholder approval their  end;
at Pennpetro a Prospectus is required and a General Meeting of shareholders
must be held, therefore  definitive Agreements of course cannot be signed and
as yet cannot be announced. The Company Directors are  actively preparing the
Prospectus.

Once complete, Pennpetro shareholders will have the opportunity to study and
vote on the same, with definitive  agreement following if approved by a
General Meeting of shareholders.

Unlike in the past, whereby our Company has entered into arrangements with
limited fact checking or diligence, I can  confirm that whilst extremely busy
up to this point administratively, I did take the opportunity to visit the RMD
license  location and meet the team with whom the opportunity exists. I can
say that they are an impressive group of  professionals, the asset has very
significant, realistic long-term potential and certain Institutional Investors
taken 'Inside'  on the opportunity in London, are taking it very seriously,
subject to our Company being restructured and shareholders approving of the
same.

RMD Group been actively developing Central and Eastern European Mineral and
Oil and Gas investments for 11 years  already and are also exploring
potential opportunities in Alberta, Canada for their own, and subject to a
relationship  with Pennpetro going better than our track record with others
in the past, our shareholders approving, may choose to  work with us there
also, something that we are doing our best to bring to fruition.

4. Appointment of Board Directors

RMD Group has the right to appoint two board directors to Pennpetro' s board,
however, following my visit to their  Central European operations it became
clear that Pennpetro shareholder value would benefit from a third Director
whom we have asked to join also. He is a highly experienced and skilled oil
and gas executive who has specific  experience, and not only, in the region
in which we are hoping to operate through the RMD arrangement as Pennpetro.
He has impressed a wide variety of Institutional Investors over the time I
have known him, and he provides us with a  stand-out expertise rating among
the listed Oil and Gas companies currently listed in London and elsewhere.

Therefore, we will appoint three new Directors to the board of Pennpetro:

• Non-Executive Chairman;

• Executive Director ( CEO);

• Executive Director  (COO).

Full details of the to be appointed new Directors will be announced under
separate cover with their Bios once all checks  required by the regulations
have been completed.

As an informal 'condition' of the CLN from RMD Group, to Pennpetro, whilst I
had intended to step down from the Board  of the Company and not seek
re-election as Chairman, or otherwise, at the AGM, RMD Group are keen to see
me  remain as the individual with whom they are comfortable dealing with on
the current board of Pennpetro.

If shareholders are adamant that I should not continue, in line with the
rhetoric that RMD have monitored on the  'message boards' then it is my
belief that they will understand that I likely will not wish to remain.

They have stated that if the situation were to transpire that I was to leave
the Board of Pennpetro, then they would fully  expect my continuing in a
non-board role supporting the Board, including my pursuing legal actions to
recover missing  funds, and to assist the Company ongoing with fund raising
as required, under some alternative, transparent  relationship.

Any details of new Board appointments or changes to existing Directors will be
the subject of specific RNS  Announcements as required and in due course as
well as being contained in the particulars for the upcoming AGM

 

5. Restructuring of the Petroquest Loan

As shareholders are aware, a $4.7m Loan Note exists between the 100% owned
Pennpetro subsidiary, Nobel  Petroleum LLC, and Petroquest Energy Limited.
The loan is secured on lease assets in the US which have now lapsed  and the
Petroquest loan is in default. There is no immediate way for the Pennpetro
subsidiary to repay this debt to  Petroquest.

In order to achieve the best outcome for all shareholders of Pennpetro Energy
Plc, and to satisfy a Condition Precedent  regarding funding from RMD Group
under the CLN facility Petroquest have confirmed to Pennpetro Energy Plc that
they will  not seek to enforce the debt and have been engaged over the last
nine months to agree alternative ways to settle the  liability. Petroquest
Energy is supportive of Pennpetro in securing new capital and returning to
trading and has therefore  signed a corporate undertaking to:

• Write off the majority of the loan, accrued interest and penalty charges
under the Nobel Petroleum LLC secured  loan note;

• Release all, and any, security (as there may be currently) on the Nobel
Petroleum LLC assets; and • Swap the balance of the loan in return for a
majority shareholding in the US subsidiary Pennpetro USA Corp

This way the specific condition of the CLN provided by RMD Group is satisfied,
whilst creating the best possible  accounting position to take the Company
forward.

100% of the accrued Petroquest debt including any interest, being at time of
writing approximately US$4.7m will  consequently be removed from the
Pennpetro consolidated accounts, significantly improving the Company's
financial  position.

This has been confirmed with our Advisors and RMD Group as satisfying the CLN
condition precedent to allow  Pennpetro access to the CLN funding making the
Company a better and more investment-friendly business overall.

6. Confirmation of a new prospectus and Pennpetro's obligation to return
historically pledged shares

It should be noted that, in the interest of expediency and as a sign of trust,
RMD Group have already, in good faith,  made the required funds available to
allow the 2024 Audited Accounts announced today as well as the necessary
Interims and 2025 Audited Accounts to qualify Pennpetro for re-admission to
trading to be funded.

One of the Conditions Precedent of the RMD Group fully subscribed CLN is that
the rescheduled AGM will contain a  resolution for the issuance of previously
pledged shares.

This is not a construct by the current Board of Pennpetro. At great length
under due diligence with professional advisors  involved in that process, RMD
Group have themselves identified that this is, after the debt forgiveness and
the  anticipated return to trading via 3 sets of accounts being funded by
them, the last major hurdle to the successful  development of Pennpetro
Energy Plc, which necessarily must be dealt with.

They are also aware of the negative sentiment surrounding this topic among
certain shareholders. They view a failure  to deal with this issue as a
default under current obligations and challenging for the Company going
forward. They are  not wrong in their assessment.

It is not, as some would try to present an optional or subjective matter but a
clear, contractual, commitment (albeit  entered into by previous Directors
and not this Board today) and a legal obligation of the Company to resolve.

As shareholders of the Company, we will all be judged as to our ethical
standards, as a Company and as individuals,  in terms of how we address this
legacy issue, which affects us all. A failure by the shareholders of Pennpetro
to address  this commitment will likely destroy any possibility for long-term
trust, critical when dealing with sophisticated investors  who cannot accept
that a Company in which they may be considering investment could disregard
contractual  obligations regarding any topic, let alone share borrowing and
fundraising against the same.

These shares were pledged by their owners, at the request of the Company's
other shareholders, allowing the Company  to raise funds when Pennpetro had
no headroom available to do so, and the Company cannot continue to be in
perpetual breach of this obligation. The subsequent decisions on the use of
these funds aside, by the former Board of  Directors of this Company, do not
change the fact that this transaction took place and must be concluded by
Pennpetro.

The Company has disclosed further information as to the ultimate beneficiaries
of these pledged shares and these

details will also be contained in the necessary prospectus required to effect
the issuance of shares to replace those  already borrowed and sold to raise
financing in the past.

At the rescheduled AGM it is of the utmost importance that we vote in favour
of making good on the issuance of these  shares. If we do not, as
shareholders, we are sending a very clear message to potential supporters that
we cannot be  trusted to honour our obligations to those who help us when we
ask. If a shareholder votes against this Resolution, it  speaks volumes to
those around us and will surely be seen as an attempt to damage our reputation
and ability to grow  the business all genuine shareholders must be hoping to
see succeed.

7. Material litigation and resolution (CMS, GEM, Halliburton, Petroquest
Energy Ltd)

During this Reporting Period, previous management also incurred liabilities
with GEM and lawyers, Cameron Mckenna  over unpaid fees. This culminated in
statutory demands and winding up petitions seeking to liquidate the Company
that  the directors, in situ at that time, did not dispute.

Summary judgement including material costs totalling in excess of $500,000
were secured without any representative  of the Company even filing a defence
nor attending the court hearing until after the time limit for dispute had
lapsed.  The CEO and Chairman at that time, both, simply ignored GEM, by this
lack of engagement, and abandoned Pennpetro  to a winding up order, which was
issued by the court.

Only through the action of the current Directors, after the fact and through
the use of limited capital Pennpetro held at  the time, intended to support
operations, used to partially discharge these debts to GEM, was the
liquidation of the  company averted. For all of the cries against this
current Board, it must be clearly stated that Pennpetro even existing  today
is only due to these efforts.The former Directors (mis)management condemned
the Company to liquidation, it  remains to be investigated if there are
grounds for them to be held to account.

The Company is also receiving an increasing number of legal claims lodged in
relation to outstanding oil field service  payments to Halliburton, lease
payments and historic royalties that have not been paid in the United States.
This has  resulted in liens on the assets and physical restriction of access
to the USA sites. Through the transaction with  Petroquest not only is
Pennpetro released from the debt obligations through the consolidated balance
sheet but  additionally, these liabilities are now the responsibility of the
US companies, and that of remedying these defaults falls  there, not
affecting Pennpetro Energy Plc.

8. Legal Action to recover funds and pursue individuals over historical
activity that led to loss of shareholder  value.

Shareholders should be aware that former Chairman and CEO, were paid a total
of £120,000 from capital raises, which  took place at the time when a
judgement had been awarded against the Company and therefore all available
funds  should have been paid by the Company to Creditors holding that
judgement.

These monies therefore were paid to the directors of the Company without Board
consent and in preference to the  legally required settlement of judgement
creditors, again, showing a complete disregard for Pennpetro and its
shareholders, as well as the Court and those holding the judgement.
Furthermore, this left the Company unable to fund  its operational
obligations and facing insolvency, yet again.

Part of the new funding committed by RMD Group has been authorised for the
purpose of pursuing via litigation, former  directors for these and other
unaccounted and unauthorised payments. They agree with the position of the
current  Board that this is a critical step in re-establishing Pennpetro
Energy Plc as a good faith business and in reviving the Company  as an honest
and responsible partner for investors and shareholders.

Additionally, the Company is supporting liquidators and investigators in
respect of certain historical transactions whereby funds of $2m were "loaned"
into a Pennpetro subsidiary company (Nobel Petroleum LLC) and then later
converted into Pennpetro Shares, diluting shareholders, some of whom
perversely state their support openly online for  the very same Directors who
did not react against the Companies imminent liquidation, which would have
left  shareholders with nothing, whilst they did not refrain from paying
themselves.

It is noteworthy that the company benefitting from this 'loan', RB Equities
Limited, is directly owned by Tom Evans (who  is also a director of that
Company) the former CEO of Pennpetro Energy Plc.

These identified shares form part of the Pledged Shares.

Liquidators have written to Pennpetro, seeking to restrict distribution of
these 2 million shares, while they investigate  these transactions further.
The Company intends to carry out its own investigation with funding allocated
from the CLN

proceeds received.

Tom Evans has not responded to the Company to explain any of these
transactions and neither Nobel Petroleum LLC  nor Pennpetro have records of
these transactions, despite them being documented in the historical accounts
at the  time.

The situation with the former Corporate Secretary remains very unsatisfactory
and the company is also currently  reviewing selected transactions to
identify whether there is potential to recover funds from FHF Corporate
Finance Ltd (FHF). This is complicated by the arrangement whereby the company
did not control, nor did it adequately oversee its  accounting functions, and
the Corporate Secretary was neither a director nor employee of FHF. These
unusual  arrangements have been terminated and Company now directly controls
its own finance function.

Distributions including, as another example, unexplained payments of $400k
including some credited to the CEO and  other US based executives (outside of
formal PAYE arrangements) are being investigated.

The current Board will provide 100% support to the liquidators, FCA and
insolvency services, including taking direct  legal action through private
prosecutions where necessary to hold previous Directors fully accountable
wherever  malfeasance is found and can be demonstrated. This is not going
away until resolution is reached.

9. Publication of the Interims (2024/25) and Final (2024/25) Results and
Future Direction of Pennpetro

The Interim and Final Audited Accounts for 2024/25 are being completed now and
given the very limited trading or  other activity in the periods following
the 2024 Annual Financial Report published today, are expected to be
available  for publication within a short time frame.

10. Confirmation of the AGM to approve the accounts and other necessary
resolutions

The Company will now schedule an AGM to approve the published 2023/2024 Year
End Accounts, including the  impairments contained therein and to incorporate
the resolutions relating to Director re-appointments, issuance of  obligated
Pledged Shares and Authorised Headroom.

For the avoidance of any doubt regarding my own position, the AGM will also
incorporate the resolutions directly  requested by shareholders in a recent
EGM application.

A further AGM will also be necessary to approve the 2024/25 accounts which
will come in due course. 11. Payments to Directors

Shareholders and particularly those who have attacked the current Directors of
the Company online and via other  methods of communication for the past year
should be aware that, unlike Tom Evans and David Lenigas, neither Olaf  Rapp,
Stephen Lunn nor Robert Menzel have been paid for serving as your Directors at
Pennpetro Energy Plc In the  case of Stephen Lunn and Robert Menzel no
payment has been received since their appointment whilst in Olaf Rapp's
case, he has been unpaid for over four whole years.

Whilst liability is accruing in this regard; a settlement will ultimately need
to be agreed, going forward. All Directors will  be compensated via a formal
incentive scheme that will be tabled at one of the several necessary upcoming
shareholder  meetings and approved by shareholders in due course.

12. Commitment to re-trading

Directors are very conscious that this is now over 425 days of the suspension
of the trading of the shares and the  Directors are fully committed to make
sure that suspension of the trading of the shares can be lifted as soon as
practicably possible.

As a listed Company, Pennpetro Energy Plc under my Chairmanship has and will
continue to comply fully with the Rules and  Regulations that publicly traded
companies must abide by and those who do not approve of this position should
be the  target of criticism, not I.

An application to return to trading can only be made after the publication of
the three sets of accounts which are now  past due, culminating with the
2024/25 Audited Accounts.

In the interest of our stated improvements in clarity and transparency, in our
communications with shareholders, I feel

the need to advise that we should expect that this important day will likely
be no earlier than November this year, and  possibly later depending on sign
off procedures, which are beyond our control.

In the event that the Heads of Agreement surrounding the contemplated new
business activity, to be approved by  shareholders, continues to advance as
it currently is, then it is also reasonable to expect that the Company will
be  forced to remain in suspension pending that transaction completing.

Concluding Comments

I appreciate that many of these issues raised will come as a shock. as it did
to us when we were appointed, and quite  frankly are entirely unacceptable in
any company, let alone a public company listed on a regulated exchange.
Shareholders, of which I am one, have every right to be angry and disappointed
at the previous management and the  historical position that has taken
substantial time, resources and commitment from the current Board to
reposition the  Company.

To the majority of our shareholders with a genuine desire to see a Phoenix
rise from the Ashes, Directors are working  to the best of our ability, in
order to return Pennpetro Energy Plc to a strong and well managed future,
trading with a professional and value accretive ethos, and we would ask you to
support the Board in its current and future iterations to achieve this  and
much more.

Shareholders I appreciate that we cannot, (for legal, commercial and
regulatory reasons) always explain the order of  procedures and the actions
behind the scene but I would like to say that we have, and will continue to,
act in the very  best interests of all of our shareholders.

I very much look forward to confirming a date for the AGM at which the
opportunity will exist for those who have  questions to ask in good faith to
meet and discuss with our Company's Team the future and just how productive it
may  be.

With the support of you as a shareholder of Pennpetro Energy PLC we welcome
you to a new direction for our Company, together.

 

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

 

NOTES TO EDITORS:

Pennpetro Energy Plc is an independent oil and gas company. Shares in the
company were admitted to the Official List of  the London Stock Exchange by
way of a Standard Listing on 21 December 2017 with the ticker symbol
"PENNPETRO".

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