REG - Reabold Resources - Posting of Circular and Notice of General Meeting

Reabold ResourcesAnnouncement

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RNS Number : 9961Z  Reabold Resources PLC  10 April 2026

10 April 2026

 

Reabold Resources plc

 

("Reabold" or the "Company")

 

Subscription to raise £0.69 million

 

Proposed Consolidation

 

Posting of Circular and Notice of General Meeting

 

Further to the Company's announcement on 1 April 2026 (the "Launch
Announcement"), Reabold, the investing company focused on developing strategic
gas projects for European energy security, is pleased to announce that it has
completed a conditional subscription to raise minimum gross proceeds of
£686,800 (the "Subscription") by way of a subscription for 686,800,000 new
ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at
0.1 pence per share (the "Issue Price"). The Subscription includes £282,000
from certain Directors and persons closely associated with them ("PCAs"), as
detailed below. Investors in the Subscription will also receive Warrants on
the same terms as the Placing and Strategic Investment.

 

Capitalised terms used in this announcement (the "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

In addition, the Company is in advanced discussions with other investors that
have indicated their intention to also subscribe for new Ordinary Shares after
the date of this announcement to raise additional gross proceeds of up to a
maximum of £260,000. This amount includes a proposed further investment of
£75,000 by Sachin Oza, Co-CEO of Reabold, following the expected liquidation
of certain non-cash assets that could not be liquidated in time to participate
further in the Subscription. Further announcements will follow in due course.

 

The Company has therefore conditionally raised minimum gross proceeds of
approximately £4.1 million through the Subscription, the Placing and the
Strategic Investment (together, the "Fundraise").

 

On completion of the Fundraise, the shareholdings in the Company of the
participating directors and their PCAs will be as follows;

 

 Director / Shareholder  Position           Number of Existing Ordinary Shares  New Ordinary Shares being subscribed for  Total Ordinary Shares on Admission  % of Enlarged Share Capital on Admission  Number of Warrants being granted
 Sachin Oza              Co-CEO             298,720,298(1)                      125,000,000                               423,720,298                         2.96                                      156,250,000
 Stephen Williams        Co-CEO             178,211,060(2)                      50,000,000                                228,211,060                         1.60                                      62,500,000
 Mike Felton             NED                58,572,605(3)                       35,000,000                                93,572,605                          0.65                                      43,750,000
 Marcos Mozetic          NED                4,545,454                           22,000,000                                26,545,454                          0.19                                      27,500,000
 Krish Oza               PCA of Sachin Oza  -                                   40,000,000                                40,000,000                          0.28                                       50,000,000
 Ishaan Oza              PCA of Sachin Oza  -                                   10,000,000                                10,000,000                          0.07                                       12,500,000

 Notes:

 (1) This includes 13,554,242 Ordinary Shares held by Mr Oza's wife.

 (2) This includes 7,000,000 Ordinary Shares held by Mr Williams' wife.

 (3) All of these Ordinary Shares are held by Mr Felton's wife.

 

Proposed Consolidation

 

Following the Fundraising, the Company intends to consolidate its existing
Ordinary Shares in order to reduce the total number of Ordinary Shares in
issue, with each 1,000 existing Ordinary Shares held by a Shareholder to be
consolidated (the "Consolidation") into one new Ordinary Share of £1.00 (the
"Consolidated Shares"). While the number of Ordinary Shares in issue will
change pursuant to the Consolidation, the proportion of the Company's issued
ordinary share capital held by each Shareholder immediately before and after
the Consolidation will remain unchanged (subject to the treatment of
Fractional Entitlements, which is described in the Circular).

 

As a result of the Consolidation:

•           the nominal value of Ordinary Shares will change;

•           the number of Ordinary Shares held by each Shareholder
will reduce by a factor of 1,000;

•           the market value of an Ordinary Share should increase
by a factor of 1,000 (although the price of Ordinary Shares will continue to
fluctuate);

•           the overall value of each Shareholder's existing
holding of Ordinary Shares should remain approximately the same (although the
value of an investment in Ordinary Shares will continue to fluctuate);

•           the exercise price of each Warrant will increase by a
factor of 1,000; and

•           the number of Warrants held by each Warrant holder
will reduce by a factor of 1,000.

 

In connection with the proposed Consolidation, the Company will adopt new
articles of association (the "New Articles") to reflect the revised nominal
value of the Consolidated Shares following the Consolidation. The New Articles
will be substantially the same as the existing articles of association, save
for amendments necessary to reflect the change in the nominal value of the
Ordinary Shares arising from the Consolidation.

 

Following the Consolidation a new ISIN will be allocated to the Ordinary
Shares and announced in due course. The Company's TIDM is unchanged (RBD.L).

 

Posting of Circular and Notice of General Meeting

 

The Fundraising and the Consolidation (including the adoption of the New
Articles) are conditional, inter alia, upon the approval of Shareholders at a
General Meeting which will be held at 10:30 a.m. on 27 April 2026 at the
offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London
EC2A 2EW (the "General Meeting").

 

The Company confirms that it has today posted a Circular (containing a Notice
of General Meeting) and form of proxy to Shareholders regarding the proposed
Fundraising, Consolidation and the adoption of the New Articles.

 

The Circular will be available on the Company's website: www.reabold.com
(http://www.reabold.com) .

 

Timetable

 

The expected timetable of principal events is set out below:

 

 Event                                                                         Expected time / date

 Publication of the Circular                                                    10 April 2026

 Latest time and date for receipt of the Form of Proxy                         10.30 a.m. on 23 April 2026

 General Meeting                                                               10.30 a.m. on 27 April 2026

 Announcement of results of General Meeting                                    27 April 2026

 Expected date of Admission and commencement of dealings in the shares to be   28 April 2026
 issued pursuant to the Fundraise on AIM

 Expected date for CREST accounts to be credited with the New Ordinary Shares  8.00 a.m. on 28 April 2026

 Record Date for the Consolidation                                             6.00 p.m. on 7 May 2026

 Effective Date for the Consolidation                                          8 May 2026

 Expected date for Consolidated Shares to be credited to CREST accounts        8 May 2026

 Despatch of definitive share certificates in respect of Consolidated Shares   Within 10 Business Days of the Effective Date for the Consolidation

 Notes:

 (1)   All times shown in this document are London times unless otherwise
 stated. The dates and times given are indicative only and are based on the
 Company's current expectations and may be subject to change. If any of the
 times and/or date above changes. The revised times and/or dates will be
 notified to Shareholders by announcement through the Regulatory News Service
 of London Stock Exchange PLC.

 (2)   If the General Meeting is adjourned, the latest time and date for
 receipt of forms of proxy for the adjourned meeting will be notified to
 Shareholders by announcement through the Regulatory News Service of London
 Stock Exchange PLC.

 

For further information, please contact:

 

 Reabold Resources Plc                                     Via our Investor Hub

 Stephen Williams                                          https://reabold.com/ (https://reabold.com/)

 Sachin Oza

 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

 

Subscribe to our news alert service: https://reabold.com/auth/signup
(https://reabold.com/auth/signup)

 

Notes to Editors

 

Reabold Resources PLC is a UK-based upstream oil and gas investment company
focused on generating returns through investment in low-risk energy projects
with high potential upside. Investment activity is undertaken through
strategic equity stakes in proven undeveloped gas discoveries with significant
resources and near-term production potential, primarily across the UK and
continental Europe. To support its investment strategy, Reabold balances
proceeds from asset sales between shareholder returns and re-investment in new
projects, with a focus on contributing to European energy security while
achieving significant valuation uplift through clear monetisation pathways.

 

PDMR Notifications

 

The below notifications are made in accordance with the Article 19 of the
Market Abuse Regulation (EU) 596/2014, as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended.

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Sachin Oza
 2.   Reason for notification
 b)  Position / status                        Co-CEO

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       125,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026
 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Krish Oza
 2.   Reason for notification
 b)  Position / status                        PCA of Sachin Oza

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       40,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026

 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

 

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Ishaan Oza
 2.   Reason for notification
 b)  Position / status                        PCA of Sachin Oza

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       10,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026

 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

 

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Stephen Williams
 2.   Reason for notification
 b)  Position / status                        Co-CEO

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       50,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026
 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Alison Felton
 2.   Reason for notification
 b)  Position / status                        Notification concerns a PCA of Michael Felton (Non-executive Director)

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       35,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026
 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.   Details of the person discharging managerial responsibilities / person
 closely associated

 a)  Name                                     Marcos Mozetic
 2.   Reason for notification
 b)  Position / status                        Non-Executive Director

 c)  Initial notification / amendment         Initial Notification

 3.   Details of the issuer or emission allowance market participant

 a)  Name                                     Reabold Resources PLC
 b)  LEI                                      2138006DR8T8XE87OC49
 4.   Details of the transaction(s): section to be repeated for (i) each type
 of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.1p each

     Identification code

                                              GB00B95L0551

 b)  Nature of the transaction                Purchase of Ordinary Shares

 c)  Price(s) and volume (s)                  Price (s)  Volume (s)
                                              0.1p       22,000,000
 d)  Aggregated information                   N/A

     ·      Volume

     ·      Price

     ·      Total
 e)  Date of the transaction                  8 April 2026
 f)  Place of the transaction                 London Stock Exchange, AIM

d)

Aggregated information

·      Volume

·      Price

·      Total

N/A

e)

Date of the transaction

8 April 2026

f)

Place of the transaction

London Stock Exchange, AIM

 

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