REG - Reabold Resources - €16 Million Earn Out Agreed for Colle Santo

Reabold ResourcesAnnouncement

07/10/2025 08:00

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RNS Number : 3549C  Reabold Resources PLC  07 October 2025

 

7 October 2025

Reabold Resources plc

 

("Reabold" or the "Company")

 

 

€16 Million Earn Out Agreed to Bring Colle Santo to Next Phase of
Development

 

 

Generating cash flow stream from Colle Santo with no further funding
requirement from Reabold

 

 

Reabold Resources plc, the investing company focussed on developing strategic
gas projects for European energy security, is pleased to announce that it has
entered into a binding, conditional agreement (the "Agreement") with Beacon
Energy PLC ("Beacon") in relation to a significant strategic investment in
LNEnergy Limited ("LNEnergy"), (the "Proposed Transaction").

 

As part of the Proposed Transaction, Reabold is selling its total interest in
LNE to Beacon for a €16 million earn out mechanism (the "Earn Out")
pursuant to which Reabold will receive 25% of its pro rata share of the net
cash flow from the Colle Santo project once on production. Additionally,
Reabold will receive new shares in Beacon, and will subscribe for additional
shares as part of the Placing (as defined below), to take it's shareholding to
approximately 29% of the enlarged capital of Beacon. The Proposed Transaction
will complete in two phases, as detailed below.

 

Stephen Williams, Co-CEO of Reabold, commented:

"Through this transaction, Reabold has successfully crystalised value from the
Colle Santo gas project, both through the Earn Out mechanism and the receipt
of Beacon shares, whilst protecting Reabold shareholders from any further
funding requirement, increased development costs or dilution in the asset. The
Earn Out, which has a value of up to €16 million, offers Reabold and its
shareholders a significant uplift in value from initial investment and ensures
that Reabold shareholders will continue to benefit from the attractive cash
flow generated from the project.

 

"In a similar way to the Victory project, which recently came onstream as an
important supplier of indigenous gas to the UK, this is the Reabold strategy
in action; unlocking strategic gas discoveries which have considerable
valuation uplift potential by securing funding to bring projects to the next
stage of development.

"We are pleased to partner with Beacon, which recognises the value of the
Colle Santo project and its strategic importance in Italy in securing
national gas supply.

 

"As previously announced, a number of funding solutions are being progressed
by LN Energy to enable the development of Colle Santo, including the prepay
and offtake agreement with Gunvor, vendor financing agreements with Italfluid,
and the potential for Italian government grants.  With the positive
regulatory decision announced last month, we are confident that the project
will be brought into production with first gas in 2027."

 

Highlights

·      Earn Out value of up to €16 million

·    Attractive cash flow stream: Reabold will receive 25% of its pro
rata share of cash flow from the Colle Santo project once on production,
capped at €16 million

·     Near-term monetisation: Active work programme designed to achieve
FID in mid-2026 and first gas in 2027

·   Advanced financing plan: Additional financing options are in place with
non-binding funding agreements with Italfluid for a vendor financing agreement
and Gunvor through a prepay and offtake agreement; potential government grants
are also being explored

 

Beacon will be seeking to admit its shares to trading on AIM and to carry out
a placing to new and existing investors ("Placing") to raise approximately
£3.5 million to finance the Colle Santo project through FID and towards first
production, as well as the associated required working capital. Reabold has
agreed to support the Placing by participating with an investment of
£750,000. The Directors of Beacon also intend to participate in the Placing.

 

Transaction Structure

 

Under the terms of the Agreement, Beacon will acquire all of Reabold's
interest in LNEnergy, which is currently 46.2%, in two phases.

 

Beacon will initially acquire approximately 49% of Reabold's holding in
LNEnergy ("First Acquisition"). The First Acquisition is anticipated to
complete in November 2025 and is conditional upon, inter alia, the following:

·      Beacon and Reabold entering into a placing agreement as part of
Beacon's Placing; and

·     Beacon successfully readmitting its shares to trading on AIM with
the resolutions relating to the Proposed Transaction and to its readmission
having been passed at Beacon's general meeting.

The First Acquisition long stop date is 4 months from the execution of the
Agreement, which can be extended by mutual agreement between Reabold and
Beacon.

 

Beacon will subsequently acquire the balance of Reabold's holding in LNEnergy
("Second Acquisition"). The Second Acquisition is anticipated to complete in
mid-2026 and is conditional upon, inter alia, the following:

·     Granting of the Colle Santo production concession; and

·    Granting of approval by the relevant Italian ministry, if required,
in relation to the indirect change in control of LN Energy S.r.l. (LNEnergy's
100% owned Italian subsidiary with rights to the Colle Santo concession)
resulting from the Second Acquisition.

The Second Acquisition long stop date is 12 months from the execution of the
Agreement, which can be extended by mutual agreement between Reabold and
Beacon.

 

Upon completion of the Second Acquisition, Beacon, as the largest shareholder
in LN Energy, intends to make funding available to the company to finance the
Colle Santo project, with such funding anticipated to be provided through
future subscriptions by Beacon for new shares in LNEnergy.

 

Consideration

 

Reabold will receive contingent consideration, in the form of the Earn-Out,
based on the future net cash flow of LNEnergy. The Earn-Out is calculated as
25% of Reabold's pro-rata share of net cash flow from Colle Santo, subject to
a cap of approximately €16 million.

 

In addition, under the terms of the SPA, Reabold will receive new shares in
Beacon equal to approximately 29% of the enlarged share capital of the
Company. Of the approximate 29%, approximately 14% relates to Consideration
Shares and 15% relates to Reabold's participation in the Placing.

 

The Consideration Shares held by Reabold on admission to AIM will be subject
to both lock-in terms and a relationship agreement, full details of which
will be set out in the Beacon's Admission Document.

 

 

For further information, contact:

 

 Reabold Resources plc                                     c/o Camarco

 Sachin Oza                                                +44 (0) 20 3757 4980

 Stephen Williams

 Cavendish - Nominated & Financial Adviser and Broker       +44 (0) 20 7220 0500

 Neil McDonald

 Pearl Kellie

 Camarco                                                   +44 (0) 20 3757 4980

 Billy Clegg

 Rebecca Waterworth

 Sam Morris

 

Notes to Editors

 

Reabold Resources

 

Reabold Resources plc has a diversified portfolio of exploration, appraisal
and development oil & gas projects. Reabold's strategy is to invest in
low-risk, near-term projects which it considers to have significant valuation
uplift potential, with a clear monetisation plan, where receipt of such
proceeds will be returned to shareholders and re-invested into further growth
projects. This strategy is illustrated by the recent sale of the undeveloped
Victory gas field to Shell, the proceeds of which are being returned to
shareholders and re-invested.

 

 

Beacon Energy

 

For further information, please visit  www.beaconenergyplc.com
(http://www.beaconenergyplc.com/)   and @BeaconEnergyPlc on X (formally
Twitter).

 

 

 

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