REG - Sunda Energy PLC - Acquisition, funding and capital reorganisation
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RNS Number : 6141Z Sunda Energy PLC 08 April 2026
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8 April 2026
Sunda Energy Plc
("Sunda" or "Sunda Energy" or the "Company")
Proposed acquisition of production, development and exploration business,
onshore New Zealand, Proposed Fundraising, Proposed Capital Reorganisation and
Notice of General Meeting
Sunda Energy Plc (AIM: SNDA), the AIM-quoted exploration and appraisal company
focused on gas assets in the Asia-Pacific region, is pleased to announce that
it has signed a Share Sale and Purchase Agreement (the "Acquisition
Agreement") with Matahio Ventures Pte. Limited (the "Seller") for the
conditional acquisition of Matahio Energy NZ Limited ("Matahio NZ") which,
through two subsidiary companies, owns and operates 100% of a group of
production and exploration permits located within the onshore area of the
Taranaki Basin on the west coast of New Zealand's North Island. In addition,
the Company has conditionally raised up to £6.7 million through the proposed
Fundraising to fund the Acquisition as set out below.
The Company has also announced today an update on operational plans in
Timor-Leste and, as part of the Fundraising, has launched the conditional
Retail Offer to existing shareholders.
Highlights of Matahio NZ and the assets subject to the Acquisition include:
· Approximately 1,000 boepd production (c. 80% oil and 20% gas) in 2025
· Material cashflow generation anticipated from existing production and
growth plans
· 100% working interest in four oil and gas production permits, and one
exploration permit
· 2P Reserves of 2.6 MMboe and 2C Contingent Resources of 0.5 MMboe
· 2U Prospective Resources of 5.8 MMboe, including near-term, low-risk
exploration drilling
· Highly capable, experienced operating team
· Multiple infield development and field re-start opportunities
· Successful pilot gas storage project and additional revenues from
third-party gas processing
· Stable business environment in an OECD nation, with new government
incentives to encourage gas developments and enhance energy security
Key terms of the Acquisition include:
· Deal negotiated in Q4 2025 and early Q1 2026, with an Effective Date
of 1 January 2026
· The aggregate of the Firm Consideration (excluding the Tariki
Payments) and Deferred Consideration expected to be between US$8.0 million and
US$14.0 million, with this anticipated to be at the high end of the range in
the current oil price environment
· Contingent Consideration expected to be between US$1.0 million and
US$13.0 million, mostly related to a successful outcome of planned exploration
drilling
· Payments phased with a Deposit, Completion Payment and Deferred
Consideration with the final payment date estimated to fall in Q3 2027
· Competitive acquisition metrics of US$5.77 per boe of 2P reserves
(peer average(1) = US$11.72) and US$14,577 per producing boe (peer average(1)
= US$47,563)
(1) Peer averages from valuations of listed companies with production in Asia
Pacific region. Sunda metrics exclude Oru success payment and the Tariki
Payments. Market comparables data provided by Hannam & Partners, from
Bloomberg data on 24 March 2026
Highlights of the Fundraising include:
· Firm Subscription by Alumni Capital raising £900,000 at 0.02975
pence per Firm Subscription Share
· Convertible Loan Note Subscription by Alumni Capital, which will
raise gross proceeds of up to £4,250,000, assuming all the tranches are drawn
down by the Company and conditional on shareholder approval
· Draw down of final £350,000 under the £1.5 million unsecured loan
provided by Andy Butler (CEO of Sunda Energy) as announced on 10 February 2026
(the "AB Loan")
· Conditional Subscriptions totalling £800,000 at the Issue Price
comprising: (i) the conversion of £750,000 of the AB Loan; and (ii)
conditional subscriptions by three other directors, Gerry Aherne
(Non-Executive Chair), Keith Bush (Non-Executive Director) and John Chessher
(Non-Executive Director), totalling £50,000
· WRAP Retail Offer to existing shareholders of the Company to raise up
to £750,000 at the Issue Price, conditional on shareholder approval
The Company also today announces a proposed Capital Reorganisation, to
consolidate and sub-divide the Existing Ordinary Shares, such that every 100
Existing Ordinary Shares are consolidated into one New Ordinary Share.
The Acquisition, the Conditional Subscriptions, the Retail Offer, the CLN
Subscription and the Capital Reorganisation are conditional on, inter alia,
Shareholder approval at the General Meeting to be convened on 29 April 2026. A
circular containing further details of the proposals and containing the Notice
of General Meeting is expected to be despatched to Shareholders by 10 April
2026. Following its publication, the Circular will be available on the
Company's website at https://sundaenergy.com/ (https://sundaenergy.com/) . An
updated Company presentation will also be uploaded today onto the Company's
website.
Furthermore, the Acquisition is conditional, inter alia, on New Zealand
government approval for the change of control which is expected to take four
to six months from the date of this Circular.
Dr Andy Butler, CEO, commented:
"The announcements being made today are transformational for Sunda. The
Company can look forward to an exciting and robust future built around a
portfolio of New Zealand production, development and exploration assets that
are complementary to our existing business in Timor-Leste and the Philippines.
Diversifying Sunda's portfolio through this Acquisition will enable the
Company to effectively develop all areas of our business for the benefit of
shareholders and host country stakeholders. The assets being acquired come
with tremendous potential, particularly around bringing gas resources to the
New Zealand market, and I look forward to working on delivery of this
potential with the brilliant in-country team that will be joining Sunda once
the Acquisition has completed. I thank the Seller's management and
shareholders for the collaborative spirit in which the Acquisition has been
negotiated, for the mutual benefit of all parties and stakeholders."
Background to and reasons for the Acquisition
The Company has been actively pursuing opportunities to strengthen and
diversify its upstream portfolio, in line with its goal to build a position as
a competitive independent energy participant in the Asia-Pacific region. A key
objective for the board of directors of Sunda (the "Board") is to transform
Sunda into a more robust entity that can deliver on the potential of its
existing assets and provide additional growth options for its investors.
The Board considers that a broader portfolio will provide the Company with the
critical mass necessary to advance its strategic objectives. As a first
successful step, in October 2025 Sunda was awarded two new service contracts
in the Philippines, assets which are exploration-focused projects around
discovered gas resources. The acquisition of a production asset with upside
growth potential is, in the Board's view, a positive further step to ensure
the Company has a robust future.
From its broad knowledge of the oil and gas asset portfolios in its operating
region and its extensive network, the Company identified the opportunity to
acquire the Matahio NZ asset portfolio and, in mid-2025, approached the Seller
to express its interest in an acquisition. The Seller, a private oil and gas
company, headquartered in Singapore has been going through its own business
transformation and Sunda recognised that the New Zealand assets were becoming
non-core for the Seller. Conversely, Sunda saw material value in the existing
production of oil and gas in Matahio NZ and significant opportunities to grow
that business with refreshed operational focus and investment.
Following the undertaking of technical due diligence in parallel with the
Seller's competitive process, exclusivity on the Acquisition was granted to
Sunda in January 2026. The Company is pleased to have concluded its due
diligence and has now entered into definitive transaction documentation,
culminating in today's announcement of the Acquisition.
Information on the New Zealand Assets
Matahio NZ owns and operates, through several wholly owned subsidiary
companies, 100% of a number of oil and gas properties located near Stratford
in the Taranaki region on the North Island of New Zealand. These consist of
three petroleum mining permits (PMPs) known as Cheal (PMP 38156), Cheal East
(PMP 60291) and Sidewinder (PMP 53803), plus one petroleum exploration permit
(PEP), known as Puka (PEP 51153). A fifth property (Supplejack, PMP 60454) is
currently undergoing decommissioning ahead of formal relinquishment. Cheal has
been in production since 1995, with Sidewinder coming online in 2011. The
combined average production from these assets in 2025 was 1,028 boepd. Oil is
sold at a price that is referenced to Brent and other regional markers, with
liftings every 2-3 months.
A brief description of the oil and gas properties being acquired is provided
below:
Cheal and Cheal East (PMP 38156 and PMP 60291)
PMP38156 contains two oil producing assets, the Cheal A and Cheal B fields,
plus the shut-in Cardiff Field. PMP60291 contains the producing Cheal East
(also known as Cheal E) oil field and the E-North exploration prospect.
Cheal production operations are connected to and managed from the Cheal
Production Facility, which comprise the Cheal 'A' production station, remotely
operated Cheal 'B', 'C' and 'E' well-sites, and associated pipelines. The
facility is operated with the assistance of a third‑party Operations and
Maintenance service provider.
Oil and gas production is currently active from wells on the Cheal 'A', 'B'
and 'E' sites, utilising a range of artificial lift technologies. Oil is
exported via road tanker transport to the Omata Tank Farm at Port Taranaki, a
distance of approximately 50 km, and then shipped to the international market.
Gas is exported directly into the domestic pipeline network. Combined oil and
gas production from the Cheal assets averaged 900 boepd during 2025. The Cheal
Facility also houses power generation capacity and can export power to the
domestic grid when commercially attractive to do so. The Cheal Production
Facility also supports the remotely operated Sidewinder production site.
In addition to the Cheal field, Permit PMP 38156 contains the currently
non-producing Cardiff Field, a broad, faulted anticline containing gas-charged
Eocene and Miocene-age reservoirs. The Cardiff-3-ST1 well remains suspended
for potential re-entry for gas production and tie-back to the Cheal A facility
located 4 km to the east using existing facilities.
Sidewinder (PMP 53803)
PMP 53803 contains the producing Sidewinder oil and gas field. The Sidewinder
site is a normally unmanned facility controlled directly from the main Cheal
Production Facility. Oil is temporarily stored on-site before collection by
road transport, whilst gas is treated to specification and exported directly
into the adjacent domestic pipeline network. Combined oil and gas production
from Sidewinder averaged 127 boepd during 2025.
As the Sidewinder facility matures, parts of the depleted field are being
prepared for gas storage, switching between injection and production to meet
fluctuations in demand and price for domestic gas. This project has had a
successful pilot trial, with further tests planned in the coming months.
Subject to approvals from the New Zealand regulatory authorities, it is
anticipated that the Sidewinder gas storage scheme will commence normal
operations in late 2026. It is anticipated that Sidewinder gas storage will be
an important contributor to domestic energy security initiatives being
promoted by the New Zealand government.
Puka (PEP 51153)
PEP 51153 lies approximately 8km east of the Cheal permits and contains the
Puka field, where production was suspended in 2015, largely owing to low oil
and gas prices. Gas production restart is planned from three wells, which are
now more commercially viable with greater demand and higher prices. Gas is
planned to be exported to the Cheal Production Facility and on to the domestic
pipeline network. An application has been made to the New Zealand government
authorities for conversion to a PMP production permit, allowing for the
restart of gas production. This conversion is expected to be granted by
mid-2026.
The Puka permit also contains the Oru exploration prospect, which sits
immediately to the north of the Puka Field, and adjacent to a further minor
oil discovery well (Douglas-1). This undrilled prospect contains P50
Prospective Resources of 1.8 MMbbls of oil and 3.9 Bscf of gas, with upside
(P10) Prospective Resources of 5.7 MMbbls of oil and 12.5 Bscf of gas. Given
its position adjacent to existing fields, and its clear expression on 3D
seismic data, the Oru Well is considered low risk, with a geological chance of
success of 63%.
On conversion of PEP 51153 to a production permit for Puka as described above,
Sunda plans to drill the Oru Well within 12 months, most likely during Q4 2026
or Q1 2027. Many of the surface preparations for drilling the Oru Well have
been completed, including procurement of long-lead items and construction of a
drill pad. Furthermore, the drilling programme has been approved by an
independent well examiner. Assuming a successful discovery, the Oru Well
would be expected to be developed within 12-24 months and be produced through
on-site facilities with gas export via the nearby Cheal Production Facilities.
Supplejack (PMP 60454)
The Supplejack permit is located south of the Cheal AB and Sidewinder areas.
The Supplejack field has ceased production, and all surface facilities,
pipelines and equipment have already been removed. The remaining
decommissioning plan consists of the plugging and abandonment of two wells
(scheduled for Q4 2026) and site reclamation, with the objective returning the
site to the same or similar conditions prior to the original development, with
consideration given to available environmental knowledge and consultation with
stakeholders. This exercise is due to take place in 2027. The estimated cost
of the remaining work is around £625,000. The permit currently carries no
producing or operating value.
Other Revenue streams
Matahio NZ has an arrangement with a neighbouring production company, NZEC
Tariki Limited, who have been granted access to the Cheal Production Facility
infrastructure to process and deliver gas to the national grid from their
Tariki field.
Summary of Reserves and Resources
Matahio NZ engaged THREE60 Energy to conduct a competent person's report on
Matahio NZ's oil and gas properties (excluding Supplejack (PMP 60454), which
was published on 13 February 2026 in accordance with the requirements of PRMS.
Summaries of the Reserves, Contingent Resources and Prospective Resources as
at 31 December 2025 are provided in the tables below, extracted from the
Matahio NZ CPR and prepared in accordance with PRMS as the standard for
classification and reporting.
Table 1‑2: Summary of Oil and Gas Reserves, as of December 31, 2025
Permit Working Interest Field(s) Oil Reserves (MMstb) Gas Reserves (Bscf)
Proved (1P) Proved + Probable (2P) Proved + Probable Proved (1P) Proved + Probable (2P) Proved + Probable
+ Possible (3P)
+ Possible (3P)
PMP 38156 100% Cheal A & B 0.47 1.71 2.67 0.52 1.57 2.82
+ Cardiff
PMP 60291 100% Cheal East 0.09 0.27 0.44 0.10 0.24 0.37
PMP 53803 100% Sidewinder 0.16 0.27 0.39 0.05 0.10 0.17
TOTAL 0.72 2.26 3.50 0.66 1.91 3.36
Notes:
• Working Interest Reserves represent Matahio NZ's working
interest in the Permits and exclude royalty shares attributable to the
government and over‑riding royalties to third parties that do not hold
direct working interests (thus contain volumes not attributable to Matahio
NZ).
• Reserves shown are sales gas after removal of fuel.
• The presented totals are an arithmetic sum of the Reserves
from individual permits.
Table 1‑4: Summary of Oil and Gas Contingent Resources, as of December 31,
2025
Oil Contingent Resources (MMstb) Gas Contingent Resources (Bscf)
Chance of Commerciality (Pc)
Permits/ Projects Working Interest
Low Estimate (1C) Best Estimate (2C) High Estimate (3C) Low Estimate (1C) Best Estimate (2C) High Estimate (3C)
PMP 38156 - Cheal A and B Area
DX‑01 Well 100% 0.10 0.16 0.27 0.06 0.13 0.27 80%
PEP 51153 - Puka Re‑start
Puka 100% 0.13 0.16 0.20 0.96 1.18 1.44 80%
TOTAL 0.22 0.32 0.47 1.02 1.31 1.71
Notes:
• Volumes include volumes attributable to third parties and
government and thus contain volumes not attributable to Matahio NZ
• These are unrisked Contingent Resources. The Chance of
Commerciality (Pc) has been estimated for each of the Projects. The Project
maturity sub‑class is "Contingent Resources - Development Pending". If
approvals are received for development, the Projects could become Reserves,
pending demonstration of both financial commitment to develop and a cashflow
positive commercial Project.
• The presented totals are an arithmetic sum of the Contingent
Resources from individual permits.
Table 1‑5: Summary of Oil and Gas Prospective Resources, as of December 31,
2025
Oil Prospective Resources (MMstb) Gas Prospective Resources (Bscf)
Chance of Geologic Discovery (Pg)
Prospects/ Wells Working Interest
Low Estimate (1U) Best Estimate (2U) High Estimate (3U) Low Estimate (1U) Best Estimate (2U) High Estimate (3U)
PMP 38156 - Cheal A and B Area
DX‑02 100% 0.27 0.56 1.26 0.17 0.46 1.25 65%
DX‑04 100% 0.27 0.56 1.26 0.17 0.46 1.25 65%
DX‑07 100% 0.14 0.28 0.56 0.09 0.23 0.56 41%
DX‑08 100% 0.14 0.28 0.56 0.09 0.23 0.56 41%
CX‑03 100% 0.27 0.67 1.69 0.17 0.55 1.67 49%
CX‑04 100% 0.14 0.34 0.85 0.09 0.28 0.84 43%
Subtotal 1.22 2.70 6.19 0.77 2.19 6.10
PMP 60291 - Cheal East Area
E‑North 100% 0.02 0.34 0.85 0.01 0.27 0.83 40%
PEP 51153 - Puka Area
Oru‑2 100% 0.48 1.68 5.22 1.05 3.80 12.00 63%
TOTAL 1.72 4.72 12.26 1.84 6.26 18.94
Notes:
• Volumes include volumes attributable to third parties and
government and thus contain volumes not attributable to Matahio NZ.
• These are unrisked Prospective Resources. The Chance of
Geologic Discovery (Pg) has been estimated for each of the Projects. The
Project maturity sub‑class is "Prospective Resources - Prospects". If a
successful discovery(s) is made, the Project would become Contingent
• The presented totals are an arithmetic sum of the
Prospective Resources from individual permits.
• Gas volumes are associated gas from solution with the
produced oil.
Plans for the assets
To maintain and grow the production base of the New Zealand assets, a
development plan (the "Development Plan") will be executed with the goal of
increasing production to more than 2,000 boepd and extending the life of the
fields until at least the mid-2030s. Critically, the Development Plan is
expected to be wholly or substantially funded by revenues from production.
The key elements of the Development Plan are as follows:
· Short term production enhancements through an ongoing programme of
well workovers, pump replacements and facilities de-bottlenecking
· Drilling of the Oru-2 exploration well, expected in late 2026
· Assuming success at Oru, fast-track development consisting of three
further wells, surface facilities and a gas pipeline to Cheal, bringing first
production in 2028
· Restarting Puka field production, including gas pipeline to Cheal
· Drilling and bringing onstream A-13 infill well on Cheal
· Re-entry of the Cardiff-3-ST1 well for potential gas production
· Gas storage project implementation at the Sidewinder field (PMP
53803)
· Development of additional Cheal sites (D-pad wells), with timing
depending on the outcome of the Oru-2 exploration well
The Development Plan activities are also intended to be in line with the New
Zealand government's desire for expedited development of additional gas
reserves.
Financial information on Matahio NZ
For the year ended 31 December 2025 ("FY25"), based on unaudited management
accounts, Matahio NZ generated revenue of NZD35.13 million (equivalent to
GBP15.22 million), EBITDA of NZD3.26 million (equivalent to GBP1.41) and a
loss before tax of NZD7.30 million (equivalent to GBP3.17 million). Unaudited
net assets as at 31 December 2025 were NZD18.03 million (equivalent to GBP7.81
million). In FY25 Matahio NZ's revenue comprised oil revenue of NZD32.98
million, gas revenue of NZD1.92 million and electricity generation revenue of
NZD0.23 million.
This compares to the year ended 31 December 2024 ("FY24"), where, based on
audited accounts, Matahio NZ generated revenue of NZ43.39 million (equivalent
to GBP18.80 million), EBITDA of NZD15.77 million (equivalent to GBP6.83
million) and a profit before tax of NZD4.96 million (equivalent to GBP2.15
million). Audited net assets as at 31 December 2024 were NZD38.11 million
(equivalent to GBP16.51 million). In FY24 Matahio NZ's revenue comprised oil
revenue of NZD38.74 million, gas revenue of NZD4.37 million and electricity
generation revenue of NZD0.28 million.
Between FY24 and FY25, oil revenue declined primarily driven by reduced
lifting volumes, reflecting natural field decline, and the normalisation of
initial production from the Cheal B field. Matahio NZ's oil revenue is sold
exclusively to OMV NZ Production Limited with liftings typically taking place
every eight to twelve weeks.
Between FY24 and FY25, gas revenue declined as a result of a decline in both
gas sales volume and changes in gas pricing. Gas is sold on a monthly basis to
third‑party customers with volumes and pricing influenced by the operational
decision whether to sell gas or divert it to onsite electricity generation.
Going forward, the Company expects to improve financial returns from the
Matahio NZ business through continued investment into production maintenance
and growth, through a programme of well workovers, drilling of Cheal POD and
Oru Wells, and restart of production from Puka. Ongoing field management
activities by the asset operations team are already positively impacting
production levels. In addition, the Sidewinder gas storage project and third
party Tariki gas processing bring new profitable revenue streams. These
ongoing and new activities are expected to deliver positive revenue growth,
even before accounting for the considerably higher oil and gas improved
pricing environment since the commercial terms of the Acquisition Agreement
were set
The financial information set out above has been prepared in accordance with
NZ IFRS.
Principal Terms of the Acquisition
Consideration
The Acquisition Consideration is comprised of the following elements:
(i) A Deposit of US$1.5 million payable in cash within 5 business
days of execution of the Acquisition Agreement. This Deposit is refundable if
Completion does not occur, inter alia, in the event that government approval
for the change of control is not received or if the Resolutions are not passed
at the General Meeting.
(ii) A Completion Payment of US$5.0 million in cash (in addition to
the Deposit), expected to occur following government approval of the change of
control, approximately four to six months from the date of this Circular. The
Completion Payment is subject to a working capital adjustment (based on the
working capital position of the Target Group as at 1 January 2026). The
Acquisition Agreement also includes two further adjustment mechanisms: (i) a
leakage adjustment, in relation to any leakage made by the Target Group during
the Interim Period; and (ii) a contribution adjustment in respect of any
contributions made to the Target Group by the Seller during the Interim
Period.
(iii) Additional Completion Payments due between the Completion Date
and 31 December 2026, partly based on operational progress at the Target
Group, as follows:
a. Cheal POD Asset
A first firm payment of US$1.5 million to be made on or before 31 December
2026, to reflect the value of existing discovered resources that require
development drilling prior to production (the 'Cheal POD Initial Payment').
b. Tariki Gas Processing Asset
An amount equal to 70 per cent. of pre‑tax revenues received by the Target
Group from New Zealand Energy Corporation for the period between the Effective
Date and the Intended Deferred Completion Date (the "Tariki Payments").
The Board anticipates that the Tariki Payments shall total approximately
US$2.5 million in a mid‑case scenario. The Tariki Payments are essentially a
direct passing on of net revenues associated with Tariki gas revenues up to
the Intended Deferred Payment Date.
(iv) Deferred Consideration and Contingent Consideration.
The Deferred Consideration, to be payable on the Intended Deferred Payment
Date, which is expected to be in mid-2027, is comprised of the following:
a. Existing Core Business
A payment of US$2.5 million (the "Core Business Deferred Payment"), which
shall be made as a final settlement for the Matahio NZ existing core business.
The Core Business Deferred Payment shall be varied depending on the average
realised oil price (in US dollars) from the sale of crude oil from the assets
in the Pricing Window (being the period between the Effective Date and the
Intended Deferred Payment Date).
The variable amount shall be anchored to an average realised oil price of
US$60. The Core Business Deferred Payment will be:
(i) reduced by US$300,000 for each US$1 by which the average
realised oil price in the Pricing Window falls below US$60; and
(ii) increased by US$300,000 for each US$1 by which the average
realised oil price in the Pricing Window increases above US$60,
subject to a minimum Core Business Deferred Payment of zero and a maximum Core
Business Deferred Payment of US$5.0 million.
For example, if the average realised oil price is US$55, the Core Business
Deferred Payment would be US$1.0 million, being US$2.5 million minus US$1.5
million (5 x US$300,000). The variability of the Core Business Deferred
Payment purely relates to the oil price and is not connected to the
performance of the Target Group's business.
By way of illustration, the maximum possible Core Business Deferred Payment of
US$5.0 million is reached at an average realised oil price of approximately
US$68 per barrel, as the maximum uplift of US$2.5 million above the US$2.5
million base payment equates to approximately 8.3 increments of US$300k. As
such, any average realised oil price over US$68 would be to the benefit of the
Company.
b. Cheal POD - Final Payment
A payment of US$0.5 million (the "Cheal POD Deferred Payment"), which shall be
made to reflect the value of existing discovered resources that require
development drilling prior to production.
The Cheal POD Deferred Payment shall be varied on a similar basis as the Core
Business Deferred Payment, such that the Cheal POD Deferred Payment will be:
(i) reduced by US$50,000 for each US$1 by which the average
realised oil price in the Pricing Window falls below US$60; and
(ii) increased by US$50,000 for each US$1 by which the average
realised oil price in the Pricing Window increases above US$60,
subject to a minimum Core Business Deferred Payment of zero and a maximum Core
Business Deferred Payment of US$1.0 million.
The Contingent Consideration is comprised of three payments, two of which are
due between the Completion Date and 31 December 2026, partly based on
operational progress at the Target Group, as follows:
c. Puka Gas Asset
A payment of US$0.5 million, to be made subject to the conversion of the PEP
51153 to a Petroleum Mining Permit.
d. Sidewinder Gas Storage Asset
A payment of US$0.5 million, subject to the necessary government approvals
being granted to allow gas storage at the Sidewinder field.
The Contingent Consideration also includes the following, to be payable on the Intended Deferred Payment Date, which is expected to be in mid‑2027:
e. Oru Well
An event‑specific payment shall be payable contingent on the success in
drilling the Oru Well as follows:
(a) If the Oru Well is less than 1.0 MMboe, no payment shall be
made.
(b) If the Oru Well lies in the range 1.0 to 1.8 MMboe, a payment
shall be made of US$1.0 million, plus an incremental amount of US$500,000 for
each additional
0.2 MMboe in excess of 1.0 MMboe.
(c) If the Oru Well exceeds 1.8 MMboe, a further incremental amount
of US$1.0 million shall be payable for each additional 0.2 MMboe in excess of
1.8 MMboe. If the Oru Well equals or exceeds 3.6 MMboe, the total amount
payable shall be fixed at US$12.0 million.
In the event that the Oru Well, and an independent assessment of discovered
resources, completes prior to the Intended Deferred Payment Date, an amount of
US$4.0 million shall be payable (or if the reason for not drilling is an
ongoing event of force majeure, the amount shall be reduced to US$2.0
million).
The current mid‑case scenario sees the independently certified post‑drill
reserves equating to
2.4 MMboe. As such, in this scenario, the Company would make a payment of
US$6.0 million.
There shall be no further Acquisition Consideration payments after the
Intended Deferred Payment Date.
As set out above, the Core Business Deferred Payment and the Cheal POD
Deferred Payment are to be increased or decreased for each US$1 by which the
average realised oil price in the Pricing Window increases above or falls
below US$60. This derives from a variety of oil price forecast scenarios.
The aggregate of the Firm Consideration (excluding the Tariki Payments) and
the Deferred Consideration is expected to be between US$8.0 million and
US$14.0 million. This comprises:
(i) US$8.0 million payable in aggregate pursuant to the Deposit,
the Completion Payment and the Additional Completion Payments; and
(ii) up to US$6.0 million of Deferred Consideration (being the
maximum aggregate of the Core Business Deferred Payment and the Cheal POD
Deferred Payment).
If the oil price were to remain at levels similar to that on the date of this
Circular, the aggregate of the Firm Consideration (excluding the Tariki
payments) and the Deferred Consideration would be a maximum of US$14 million.
Assuming success with the Oru Well, the Contingent Consideration is expected
to be in the range of US$2.0 million toUS$13.0 million, with an amount of
US$7.0 million in the instance where the Oru Well finds the mid‑case 2U 2.4
MMboe (based on the Matahio NZ CPR).
The Acquisition Consideration will be in the range between US$8.0 million and
US$27.0 million, with a mid‑point range of US$21 million based on current
commodity prices and a mid-case success with the Oru Well.
Other key terms of the Acquisition Agreement
Conditions to Completion
Completion of the Acquisition Agreement shall occur subject to the fulfilment
of the following conditions:
(i) The Buyer and the Seller seeking and obtaining Ministerial Consent.
(ii) To the extent required to obtain the Ministerial Consent, an outgoing
guarantee from the Seller being provided to the relevant New Zealand
ministers.
(iii) The passing of the Resolutions.
The Fundraising
The Company has conditionally raised up to £6.7 million (before expenses) by
way of the Fundraising. The Fundraising comprises:
(v) the Firm Subscription, which will raise gross proceeds of £0.9
million;
(vi) the Conditional Subscriptions, in the amount of £0.8 million;
(vii) the Retail Offer, which will raise gross proceeds of up to £0.75
million; and
(viii) the CLN Subscription, which will raise gross proceeds of up to
£4.25 million assuming all the tranches are drawn down by the Company.
The Subscription
The Subscription will raise gross proceeds of £1.7 million for the Company
and comprises: (i) the Firm Subscription, which will raise gross proceeds of
£0.9 million; and (ii) the Conditional Subscriptions which will raise gross
proceeds of £0.8 million by way of: (a) a set off against part of the loan of
£1.5 million made to the Company by Dr Andrew Butler as announced on 10
February 2026; (b) a subscription for £40,000 by Gerry Aherne; (c) a
subscription for £5,000 by Keith Bush; and (d) a subscription for £5,000 by
John Chessher.
Pursuant to the Firm Subscription, Alumni Capital has subscribed for the Firm
Subscription Shares at the Firm Subscription Price. The Firm Subscription
Price represents a discount of 15 per cent. to the closing bid price of an
Existing Ordinary Share as at 7 April 2026, being 0.035 pence per Existing
Ordinary Share.
The Existing Ordinary Shares subscribed for under the Firm Subscription
Agreement will be allotted and issued pursuant to the Directors' existing
share authorities, granted at the general meeting of the Company held on 10
November 2025. The Firm Subscription is conditional on First Admission, which
is expected to occur at 8.00 a.m. on 10 April 2026.
Pursuant to the Conditional Subscriptions, Dr Andrew Butler, Gerry Aherne,
Keith Bush and John Chessher have subscribed for the Conditional Subscription
Shares at the Issue Price. The amount to be subscribed by Dr Andrew Butler
will be satisfied by way of a set off against part of the AB loan of £1.5
million as announced on 10 February 2026.
The Conditional Subscriptions are conditional upon, inter alia, the passing of
the Resolutions and Admission occurring on 8.00 a.m. on 30 April 2026 (or such
later time and/or date as may be agreed with the Company, not being later than
8.00 a.m. on 14 May 2026).
The Company will also grant the Subscription Warrants to the Subscribers in
connection with the Subscription. The number of Subscription Warrants granted
to the Subscribers shall be the number that equals 50% of the number of
Subscription Shares (taking into account the impact of the Capital
Reorganisation on the number of Firm Subscription Shares).
One Subscription Warrant will entitle each Subscriber to subscribe for one New
Ordinary Share at the Exercise Price being a 50% premium to the Firm
Subscription Price (in the case of the Firm Subscription) and the Issue Price
(in the case of the Conditional Subscriptions). Subscription Warrants can be
exercised at any time prior to the third anniversary of the date on which they
were granted.
The grant of the Subscription Warrants is conditional on the passing of the
Resolutions at the General Meeting.
Convertible Loan Notes
The CLN Subscription will raise gross proceeds of up to £4.25 million for the
Company assuming that all the tranches are drawn down by the Company.
Pursuant to the CLN Subscription Letter, Alumni Capital has agreed to
subscribe for Convertible Loan Notes with an aggregate principal amount of up
to £4,250,000.
Alumni Capital has agreed to subscribe for an initial tranche of Convertible
Loan Notes for an aggregate sum of £1,250,000 which will be drawn down
immediately following the passing of the Resolutions at the General Meeting.
Provided that the Company has complied with the drawdown conditions in the
Convertible Loan Note Instrument (the "Drawdown Conditions", as detailed
below), Alumni Capital is subsequently required to subscribe for two further
instalments of Convertible Loan Notes, each of an aggregate of up to
£1,500,000 and to be issued (in one or multiple tranches): (i) within the
period commencing on 1 June 2026 and ending on 29 June 2026; and (ii) within
the period commencing on 30 June 2026 and ending on the earlier of: (i) the
Completion Date; or (ii) the date falling the day before the Repayment Date
(as defined below) respectively (each a "Further Issue Date").
A finance charge of 10% of the aggregate principal amount of each tranche of
Convertible Loan Notes ("Finance Charge") will apply, and the Convertible Loan
Notes (together with the Finance Charge) must be repaid in full by the date
falling 364 days from the date of the Convertible Loan Note Instrument (the
"Repayment Date").
Unless agreed otherwise by both the Company and Alumni Capital, Alumni Capital
will not be required to subscribe for Convertible Loan Notes on any Further
Issue Date unless the Company has complied with the following Drawdown
Conditions:
(a) for the period beginning 20 Trading Days prior to the relevant
issue date and ending on that issue date the average daily trading volume of
the Company must be equal to or greater than £50,000;
(b) prior to the relevant issue date, there being in place and
remaining sufficient shareholder authority for conversion of the Convertible
Loan Notes being subscribed for and the exercise of the CLN Warrants being
granted in respect of those Convertible Loan Notes;
(c) the market capitalisation of the Company on the Trading Day
prior to the relevant issue date must be greater than or equal to £6,000,000;
(d) the lowest daily volume weighted average price in GBP of the New
Ordinary Shares for the 20 Trading Days immediately prior to relevant issue
date is equal to or greater than 150% of the nominal value of the New Ordinary
Shares;
(e) no event of default has occurred under the Convertible Loan Note
Instrument; and
(f) there has been no material change in the business operations of
the Company and no material change to the executive directors of the Company.
Alumni Capital has the option to convert all or part of the outstanding
balance of the Convertible Loan Notes into New Ordinary Shares ("Conversion
Shares") at any time before repayment of such outstanding balance by the
Company is due, by giving written notice to the Company.
The price at which a conversion will take place (the "Conversion Price") will
be the higher of:
(a) a 15% discount (or, for as long as an event of default is
continuing, a 35% discount) to the lowest daily volume weighted average price
in GBP of the New Ordinary Shares on any of the 10 Trading Days immediately
prior to the date of the relevant Conversion; and
(b) the nominal value of a Conversion Share.
The Company has the option to redeem any of the Convertible Loan Notes in
advance of the Repayment Date, subject to payment of an early redemption
premium at the rate of 12% of the outstanding balance of all the Convertible
Loan Notes being redeemed.
The Company also has the option to cancel either or both of the two further
instalments of Convertible Loan Notes to the extent that they have not been
subscribed for. In the event of such cancellation, the Company is required to
pay a fee equal to 5 per cent. of the difference between the maximum drawdown
amount of the respective instalment and the amount that has been drawn down.
CLN Warrants
The Company will at the time of each conversion of CLNs under the Convertible
Loan Note Instrument, also grant the CLN Warrants to Alumni Capital in
connection with the conversion of Alumni Capital's Convertible Loan Notes into
New Ordinary Shares. The number of CLN Warrants granted to Alumni Capital
shall be the number that equals 75% of the outstanding balance of the nominal
value, plus the respective finance charge, of the CLNs being converted,
divided by the Exercise Price (being a 30% premium to the relevant Conversion
Price).
One CLN Warrant will entitle Alumni Capital to subscribe for one New Ordinary
Share at the Exercise Price. CLN Warrants can be exercised at any time prior
to the third anniversary of the date on which they were granted.
The grant of the CLN Warrants is conditional on the passing of the Resolutions
at the General Meeting.
The Retail Offer
The Retail Offer will, if taken up in full, result in the issue of 25,210,084
New Ordinary Shares and raise gross proceeds of £750,000 for the Company.
The Company values its retail shareholder base and believes that it is
appropriate to provide eligible Retail Investors, being existing Shareholders
in the United Kingdom, with the opportunity to participate in the Retail
Offer. The Company is using the WRAP Platform to conduct the Retail Offer. The
terms and conditions of the Retail Offer will be set out in an announcement to
be made by the Company shortly.
The Company will also grant the Retail Offer Warrants to the subscribers for
Retail Offer Shares in connection with the Retail Offer. The number of Retail
Offer Warrants granted to the subscribers shall be the number that equals 50%
of the number of Retail Offer Shares.
One Retail Offer Warrant will entitle each subscriber to subscribe for one New
Ordinary Share at the Exercise Price (being a 50% premium to the Issue Price).
The Retail Offer Warrants can be exercised at any time prior to the third
anniversary of the date on which they were granted.
The grant of the Retail Offer Warrants is conditional on the passing of the
Resolutions at the General Meeting.
Shareholders and potential investors should note that the Fundraising is not conditional on completion of the Acquisition. In the unlikely event the Fundraising completes and the Acquisition does not complete, the Company would consider alternative means to deploy the funds raised from the Fundraising in accordance with its over‑arching strategy including, but not limited to, providing further funding for its existing South East Asian focused gas portfolio in Timor‑Leste and the Philippines and for additional working capital.
Use of proceeds of the Fundraising
The aggregate gross proceeds of the Fundraising will be £6.7 million,
assuming the Convertible Loan Notes are drawn down in full and that the Retail
Offer is taken up in full and will be used to fund: (i) the Acquisition
Consideration; and (ii) costs associated with the Acquisition and the
Fundraising.
Participation of Directors in the Fundraising
As outlined above, Dr Andrew Butler (Chief Executive Officer), Gerry Aherne
(Non-Executive Chair), Keith Bush (Non-Executive Director) and Dr John
Chessher (Non-Executive Director) have agreed to subscribe for New Ordinary
Shares pursuant to the Conditional Subscriptions. The numbers of New Ordinary
Shares subscribed for by Dr Andrew Butler, Gerry Aherne, Keith Bush and Dr
John Chessher, and their resulting shareholdings upon General Admission, are
set out below:
Number of Total number of Percentage of
Percentage New New Ordinary Enlarged
Number of of existing Ordinary Shares held Share Capital
Existing issued Shares following following
Ordinary share subscribed General General
Director Shares capital for Admission Admission*
Dr Andrew Butler 1,130,601,442 3.59% 25,210,084 36,516,098 9.20%
Gerry Aherne 380,000,000 1.21% 1,344,537 5,144,537 1.30%
Keith Bush 40,000,000 0.12% 168,067 568,067 0.14%
Dr John Chessher 49,773,585 0.15% 168,067 665,802 0.17%
* Assuming that the Retail Offer is taken up in full.
Related Party Transactions
The conditional subscriptions for New Ordinary Shares by, and associated
grants of Subscription Warrants to, Dr Andrew Butler, Gerry Aherne, Keith Bush
and Dr John Chessher as outlined above constitute related party transactions
pursuant to Rule 13 of the AIM Rules. Rob Collins, as the independent director
and having consulted with the Company's nominated adviser, Allenby Capital,
considers that the terms of the participations in the Fundraising by Dr Andrew
Butler, Gerry Aherne, Keith Bush and Dr John Chessher are fair and reasonable
insofar as the Company's Shareholders are concerned.
Capital Reorganisation
The Board is aware that the number of Existing Ordinary Shares in issue and
resulting share price is unmanageable and the Company is proposing to carry
out a reorganisation of its share capital with a view to creating a more
manageable number of issued Ordinary Shares and a higher share price. The
Board anticipates that the Capital Reorganisation will result in a narrowing
of the bid/offer spread, thereby improving liquidity and potentially improving
the marketability of the Enlarged Share Capital.
The Company proposes to effect this by way of a consolidation of the Existing
Ordinary Shares into Consolidated Shares on the basis of every 100 Existing
Ordinary Shares being consolidated into 1 Consolidated Share. Each resulting
Consolidated Share will then be sub‑divided into one New Ordinary Share and
one Deferred Share. The Share Capital Reorganisation will reduce the number of
ordinary shares in issue from 34,501,863,400 Existing Ordinary Shares to
345,018,634 New Ordinary Shares. To effect the Consolidation, it will be
necessary to issue 35 Additional Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 100. Since these Additional
Ordinary Shares would only represent an entitlement to a fraction of a New
Ordinary Share, this fraction would be sold pursuant to the arrangements for
fractional entitlements described in the Circular.
The Capital Reorganisation is conditional on approval by shareholders. The New
Ordinary Shares will have the same rights as those currently held by the
Existing Ordinary Shares in issue, including those relating to voting and
entitlement to dividends.
The Deferred Shares will have no significant rights attached to them, will
carry no right to vote or participate in distribution of surplus assets and
will not be admitted to trading on AIM.
Assuming Shareholder approval of the Resolutions at the General Meeting,
application will be made for the New Ordinary Shares to be admitted to trading
on AIM in place of the Existing Ordinary Shares and it is expected that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on 30 April 2026. No application for admission to trading on AIM
will be made in respect of the Deferred Shares.
Assuming Shareholder approval of the Resolutions at the General Meeting,
Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Capital
Reorganisation Record Date and their CREST accounts will be credited with the
New Ordinary Shares following General Admission, which is expected to take
place on 30 April 2026.
The new ISIN for the New Ordinary Shares will be GB00BSHSGY88. The Company's
TIDM, SNDA, is unchanged. No share certificates will be issued in respect of
the Deferred Shares.
Admission and Total Voting Rights
Application has been made for the Firm Subscription Shares to be admitted to
trading on AIM. Admission is expected to become effective on or around 10
April 2026.
Upon Admission of the Firm Subscription Shares, the Company's issued ordinary
share capital will consist of 34,501,863,365 Ordinary Shares with one voting
right each. The Company does not hold any Ordinary Shares in treasury.
Therefore, from Admission the total number of Ordinary Shares and voting
rights in the Company will be 34,501,863,365. With effect from Admission, this
figure may be used by Shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The new Ordinary Shares to be issued pursuant to the Firm Subscription will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the Company's existing Ordinary Shares.
Share Capital and Fundraising Statistics
Nominal value per Existing Ordinary Share (pre the Capital Reorganisation) 0.025 pence
Nominal value per New Ordinary Share (post the Capital Reorganisation) 0.1 pence
Nominal value per new Deferred Share (created as part of the 2.4 pence
Capital Reorganisation)
Firm Subscription Price (per Existing Ordinary Share) 0.02975 pence
Number of Existing Ordinary Shares in issue (by reference to Existing 34,501,863,400
Ordinary Shares immediately prior to the Share Capital
Reorganisation)
Number of New Ordinary Shares following the Capital Reorganisation 345,018,634
Number of Deferred Shares in issue (post the Capital 345,018,634
Reorganisation)
Issue Price (per New Ordinary Share) 2.975 pence
Number of Conditional Subscription Shares 26,890,755
Number of Retail Offer Shares up to 25,210,084
Number of Subscription Warrants 41,176,468
Number of Retail Offer Warrants up to 12,605,042
Gross proceeds of the Subscription £1.70 million
Gross proceeds of the Retail Offer up to £0.75 million
Estimated gross proceeds of the Fundraising receivable by the Company((1)) up to £6.70 million
Enlarged Share Capital immediately following the Fundraising(1) 397,119,473
Notes:
(1) Assuming full take up of the Retail Offer and the Convertible Loan
Notes and no exercise of any Warrants or issue of any other Ordinary Shares
prior to General Admission.
Qualified Person's Statement
Pursuant to the requirements of the AIM Rules - Note for Mining and Oil and
Gas Companies, (the technical information and resource reporting contained in
this announcement has been reviewed by Dr Andy Butler, Fellow of the
Geological Society of London and Member of the Society of Petroleum Engineers.
Dr Butler has almost 30 years' experience as a petroleum geologist. He has
compiled, read and approved the technical disclosure in this regulatory
announcement and indicated where it does not comply with the Society of
Petroleum Engineers' SPE PRMS standard.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the United
States.
Capitalised terms in this announcement have the meaning ascribed to them as
set out below or as separately defined in this announcement.
ENDS
For further information, please contact:
Sunda Energy Plc Tel: +44 (0) 20 7770 6424
Andy Butler, Chief Executive
Rob Collins, Chief Financial Officer
Allenby Capital Limited (Nominated Adviser and Joint Broker) Tel: +44 (0) 203 328 5656
Nick Athanas, Nick Harriss, Ashur Joseph (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Hannam & Partners Advisory Limited (Advisor and Joint Broker) Tel: +44 (0) 20 7907 8502
Neil Passmore (Corporate Finance)
Leif Powis (Sales)
Celicourt Communications (Financial PR and IR) Tel: +44 (0) 20 7770 6424
Mark Antelme, Philip Dennis, Charles Denley-Myerson sunda@celicourt.uk
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Acquisition"
the proposed acquisition by the Buyer of the entire issued share capital of
Matahio
"Acquisition
Agreement"
the conditional agreement dated 8 April 2026 between (1) the Company, (2) the
Buyer and (3) the Seller
"Acquisition
Consideration" the
aggregate consideration payable to the Seller under
the terms of the Acquisition Agreement, being the Firm Consideration, the
Deferred Consideration and the Contingent Consideration
"Additional Completion Payments" the additional
payments due under the Acquisition
Agreement between the Completion Date and 31 December 2026 partly based on
operational progress
"Additional Ordinary
Shares" the 35 Existing
Ordinary Shares to be issued immediately prior to the Capital Reorganisation,
such that the total number of Existing Ordinary Shares in issue shall be
exactly divisible by 100
"Admission"
First Admission and/or General Admission (as the case may be)
"AIM"
the AIM market operated by London Stock Exchange
"AIM
Rules"
the AIM Rules for Companies published and amended by the London Stock Exchange
from time to time
"Allenby
Capital"
Allenby Capital Limited, a private limited company incorporated in England and
Wales under registered number 06706681, the Company's nominated adviser
pursuant to the AIM Rules
"Alumni
Capital"
Alumni Capital Limited, Floor 4, Banco Popular Building,
Road Town, Tortola, British Virgin Islands
"Amended
Articles"
the articles of association of the Company as amended following the passing of
Resolution1
"Articles"
the articles of association of the Company prior to the passing of Resolution
1
"Buyer"
Sunda Energy Ventures Pte. Ltd. (registered in Singapore with UEN number
202438658G) whose registered office is at 8 Chang Charn Road, #02‑01, Link
(THM) Building, Singapore 159637, a wholly‑owned subsidiary of the Company
"Capital
Reorganisation"
the Consolidation and the Sub‑Division
"Capital Reorganisation Record Date" the record date for the Capital
Reorganisation, being
6.00 p.m. on 29 April 2026
"certificated form" or "in certificated
form"
an Existing Ordinary Share recorded on a company's share register as being
held in certificated form (namely, not in CREST)
"Circular" or
"document"
this circular of the Company giving (amongst other
things) details of the Acquisition and the Fundraising and incorporating the
Notice of General Meeting
"CLN
Subscription"
the subscription by Alumni Capital for the CLNs subject to the conditions set
out in the CLN Subscription Letter and the Convertible Loan Note Instrument
"CLN Subscription
Letter"
the letter dated 8 April 2026 entered into between the Company and Alumni
Capital pursuant to which Alumni Capital conditionally subscribed for the
Convertible Loan Notes
"CLN Warrant
Instrument"
the instrument under which the Company will constitute
the CLN Warrants
"CLN
Warrants"
warrants to subscribe for New Ordinary Shares pursuant to the CLN Warrant
Instrument
"Company" or
"Sunda"
Sunda Energy plc (incorporated and registered in
England and Wales with registered number 05098776) whose registered office
address is 201 Temple Chambers 3‑7 Temple Avenue, London, United Kingdom,
EC4Y 0DT
"Completion
Date"
the date of completion of the Acquisition
"Completion
Payment"
a payment on completion of the Acquisition of US$5.0 million
in cash (in addition to the Deposit), expected to occur following government
approval of the change of control, approximately four to six months from the
date of the Circular
"Conditional Fundraising Shares" the
Conditional Subscription Shares and the Retail Offer
Shares
"Conditional
Subscriptions" the
subscriptions by Dr Andrew Butler, Gerry Aherne, Keith Bush and Dr John
Chessher for the Conditional Subscription Shares and Subscription Warrants at
the Issue Price made on the terms and subject to the conditions set out in the
Conditional Subscription Agreement
"Conditional Subscription Agreements" the agreements dated 8 April
2026 entered into between the Company and each of Dr Andrew Butler, Gerry
Aherne, Keith Bush and Dr John Chessher relating to the Conditional
Subscriptions
"Conditional Subscription Shares" the
26,890,755 New Ordinary Shares to be issued pursuant to the Conditional
Subscriptions
"Consolidated
Shares"
the ordinary shares of £0.025 each in issue following the
Consolidation but prior to the Sub‑Division
"Consolidation"
the proposed consolidation of every 100 Existing Ordinary Shares into 1
Consolidated Share
"Contingent
Consideration" the
contingent consideration under the Acquisition
Agreement payable between the Completion Date and 31 December 2026 and on the
Intended Deferred Payment Date
"Convertible Loan Notes" or "CLNs" the unsecured convertible loan
notes to be constituted
by the Company pursuant to the Convertible Loan Note Instrument in the
aggregate principal amount of up to £4,250,000
"Convertible Loan Note Instrument" the unsecured convertible loan note
instrument under
which the Company has constituted the Convertible Loan Notes
"CREST"
the relevant system (as defined in the CREST Regulations 2001) for the
paperless settlement of trades and the holding of uncertificated securities,
operated by Euroclear, in accordance with the same regulations
"Deferred
Consideration"
the deferred consideration under the Acquisition
Agreement payable on the Intended Deferred Payment Date
"Deferred
Shares"
deferred shares of £0.024 each in the capital of the Company to be created
pursuant to the Sub‑Division
"Deposit"
the US$1.5 million payable in cash by the Company on execution of the binding
Acquisition Agreement
"Directors" or
"Board"
the directors of the Company or any duly authorised committee thereof
"Effective
Date"
1 January 2026
"Enlarged
Group"
the Group as enlarged by the Acquisition
"Enlarged Share
Capital"
the 397,119,473 New Ordinary Shares in issue following the Capital
Reorganisation and immediately following General Admission, including the
Conditional Subscription Shares and the Retail Offer Shares (assuming full
take up of the Retail Offer)
"Exercise
Price"
(i) in relation to the Subscription Warrants, £0.044625 per Subscription
Warrant (being a 50% premium to the Firm Subscription Price (to be adjusted in
accordance with the Capital Reorganisation); and
(ii) in relation to the CLN Warrants, a 30% premium to the applicable
Conversion Price
"Existing Ordinary
Shares" the
34,501,863,400 ordinary shares of £0.00025 each in issue, (including the Firm
Subscription Shares and the Additional Ordinary Shares), immediately prior to
the Capital Reorganisation
"FCA"
the Financial Conduct Authority of the UK
"Firm
Consideration"
the Deposit, the Completion Payment and Additional Completion Paymentsdue
under the Acquisition Agreement
"Firm
Subscription"
the subscription by Alumni Capital for the Firm Subscription Shares and
Subscription Warrants at the Firm Subscription Price made on the terms and
subject to the conditions set out in the Firm Subscription Agreement
"Firm Subscription Agreement"
the agreement dated 8 April 2026 entered into between the Company and Alumni
Capital, relating to the Firm Subscription
"Firm Subscription
Price"
0.02975 pence per Firm Subscription Share
"Firm Subscription
Shares" the
3,025,210,084 Existing Ordinary Shares to be issued pursuant to the Firm
Subscription
"First
Admission"
admission of the Firm Subscription Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"Form of
Proxy"
the form of proxy for use in connection with the General Meeting which
accompanies this document
"FSMA"
the Financial Services and Markets Act 2000 (as amended)
"Fundraising"
together, the CLN Subscription, the Subscription and the Retail Offer
"Fundraising
Shares"
the Subscription Shares and the Retail Offer Shares
"General
Admission"
admission of the Conditional Subscription Shares and the Retail Offer Shares
to trading on AIM becoming effective in accordance with the AIM Rules
"General
Meeting"
the general meeting of the Company to be held at the
offices of Fieldfisher LLP, 9th Floor, Riverbank House,
2 Swan Lane, London EC4R 3TT on 29 April 2026 at 11.00 a.m.
"Group"
the Company and its subsidiary undertakings as at the date of this document
"Intended Deferred Payment Date" the payment due
date of the Deferred Consideration
and the Contingent Consideration, anticipated to be by mid‑2027, being the
date that is 12 calendar months after the Completion Date
"Interim
Period"
the period between the date of the Acquisition Agreement and the Completion
Date
"Intermediaries"
any intermediary financial institution that is appointed by the Company in
connection with the Retail Offer pursuant to an Intermediaries Agreement and
"Intermediary" shall mean any one of them
"ISIN"
International Securities Identification Number
"Issue
Price"
2.975 pence per Conditional Subscription Share and Retail Offer Share
"London Stock
Exchange"
London Stock Exchange plc
"Matahio
NZ"
Matahio Energy NZ Limited (New Zealand company number 8283722), a company
incorporated and registered in New Zealand whose registered office address is
7 Young Street, New Plymouth, New Plymouth, 4310, New Zealand
"Matahio NZ
CPR"
the competent person report dated 13 February 2026 commissioned by Matahio NZ
Onshore Limited, a wholly owned subsidiary of Matahio NZ, and produced by
THREE60 Energy on Matahio NZ's assets in accordance with the requirements of
PRMS
"New Ordinary
Shares"
means the new ordinary shares of £0.001 each in the
capital of the Company following the completion of the Capital Reorganisation
(including, where the context requires, the Conditional Subscription Shares
and the Retail Offer Shares)
"Ministerial
Consent"
means any required consents under the New Zealand Crown Minerals Act 1991 to
the change of control of the Target Group
"Notice of General
Meeting" the notice
convening the General Meeting
"Oru
Well"
the Oru‑2 exploration well on the PEP 51153 permit
"Pricing
Window"
the period between the Effective Date and the Intended Deferred Payment Date
"Registrars"
Share Registrars Limited, 27‑28 Eastcastle Street, London, W1W 8DH
"Regulatory Information Service" a
service approved by the London Stock Exchange for
the distribution to the public of AIM announcements and included within the
list on the website of the London Stock Exchange
"Resolutions"
the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Retail
Investors"
eligible investors in the Retail Offer, being existing Shareholders of the
Company in the United Kingdom
"Retail
Offer"
the conditional offer of up to 25,210,084 Retail Offer Shares at the Issue
Price through Intermediaries via the WRAP Platform
"Retail Offer
Shares"
the up to 25,210,084 New Ordinary Shares to be issued pursuant to the Retail
Offer subject to, inter alia, the passing of the Resolutions at the General
Meeting
"Retail Offer
Warrants"
warrants to subscribe for new Ordinary Shares pursuant to
the terms of the Retail Offer
"Seller"
Matahio Ventures Pte. Limited (registered in Singapore with company number
202244699N) whose registered office is at 77 Robinson Road, #13‑00, Robinson
77, Singapore 068896
"Shareholders"
registered holders of Existing Ordinary Shares
"Sub‑Division"
means the proposed sub‑division of the Consolidated Shares of £0.025 each
into 345,018,634 New Ordinary Shares of
£0.001 each and 345,018,634 Deferred Shares of £0.024 each
"Subscribers"
the subscribers who have agreed to subscribe for the Subscription Shares
pursuant to the Subscription Agreements
"Subscription Warrant Instrument" the instrument
under which the Company will constitute
the Subscription Warrants
"Subscription
Warrants"
warrants to subscribe for New Ordinary Shares pursuant
to the Subscription Warrant Instrument
"Subscription"
the Conditional Subscriptions and the Firm Subscription
"Subscription
Agreements" the
Firm Subscription Agreement and the Conditional
Subscription Agreements
"Subscription
Shares"
the Conditional Subscription Shares and the Firm Subscription Shares
"Sunda Energy Share
Price"
£0.000375 per share, being the mid-market price per Existing Ordinary Share
on 7 April 2026, the last practicable date prior to the announcement of the
Acquisition and the Fundraising
"Target
Group"
Matahio NZ and its subsidiary companies, Matahio NZ Onshore Limited and Cheal
Petroleum Limited
"Timor‑Leste"
the Democratic Republic of Timor‑Leste
"uncertificated" or "in uncertificated
form"
an Existing Ordinary Share recorded on a company's share register as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST
"United Kingdom" or
"UK" the
United Kingdom of Great Britain and Northern Ireland
"WRAP" or "WRAP
Platform" the online
platform through which the Retail Offer is being conducted
"£" or
"Pounds"
UK pounds sterling, being the lawful currency of the United Kingdom
GLOSSARY
"1C"
low estimate of Contingent Resources
"2C"
best estimate of Contingent Resources
"3C"
high estimate of Contingent Resources
"1P"
proven reserves (both proved developed reserves + proved undeveloped reserves)
"2P"
1P (proven reserves) + probable reserves, hence "proved and probable"
"3P"
the sum of 2P (proven reserves + probable reserves) + possible reserves, all
3Ps "proven and probable and possible"
"1U"
denotes a low estimate scenario of Prospective Resources
"2U"
denotes a best estimate scenario of Prospective Resources
"3U"
denotes a high estimate scenario of Prospective Resources
"Bscf"
billions of standard cubic feet
"boe"
barrels of oil
"boepd"
barrels of oil equivalent per day
"Contingent Resources" those quantities
of petroleum estimated, as of a given date, to be potentially recoverable from
known accumulations by application of development projects, but which are not
currently considered to be commercially recoverable due to one or more
contingencies. Contingent Resources may include, for example, projects for
which there are currently no viable markets, or where commercial recovery is
dependent on technology under development, or where evaluation of the
accumulation is insufficient to clearly assess commerciality. Contingent
Resources are further categorized in accordance with the level of certainty
associated with the estimates and may be sub‑classified based on project
maturity and/or characterized by their economic status
"MMboe"
million barrels of oil equivalent
"MMscf"
millions of standard cubic feet
"MMstb"
million stock tank barrels
"Mstb"
thousand stock tank barrels
"PEP"
petroleum exploration permit
"PMP"
petroleum mining permit
"PRMS"
The June 2018 Society of Petroleum Engineers ("SPE") Petroleum Resources
Management System
"Prospective Resources" those quantities
of petroleum which are estimated, on a given date, to be potentially
recoverable from undiscovered accumulators
"Reserves"
reserves are defined as those quantities of petroleum which are anticipated to
be commercially recovered from known accumulations from a given date forward.
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