REG - Union Jack Oil PLC - Information Regarding Certain AGM Resolutions

Union Jack OilAnnouncement

27/05/2026 07:00

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RNS Number : 7789F  Union Jack Oil PLC  27 May 2026

27 May 2026

 

Union Jack Oil plc

("Union Jack" or the "Company")

Information Regarding Certain AGM Resolutions

 

Union Jack Oil plc (AIM: UJO), a UK and USA focused onshore hydrocarbon
production, development and exploration company, provides further information
regarding the Company's Annual General Meeting ("AGM") which will be held on
26 June 2026 at 11.00 a.m. at the George White Suite, The Bristol Hotel,
Prince Street, Bristol, BS1 4QF. The full notice of AGM is included in the
Company's Annual Report and Accounts which is available to view on the
Company's website and will be posted to shareholders on or before 1 June 2026.

 

The purpose of this announcement is to provide further information on two of
the resolutions that will be put to shareholders at the AGM. The first of
those resolutions (Resolution 7) concerns the proposed appointment of Craig
Howie (the "Proposed Director") to the board of directors of the Company. The
second resolution (Resolution 10) is proposed to seek the approval of
shareholders for a share capital reorganisation, which consists of a
sub-division and redesignation of the existing ordinary shares of the Company.

 

1. Further information on Resolution 7: Proposed appointment of Craig Howie as
a director of the Company (the "Proposed Director").

 

On 6 May 2026 the Company received a request for certain ordinary resolutions
to be included in the business to be considered by shareholders at the AGM.
The request was made on behalf of a nominee shareholder representing the
Proposed Director, holding a total of 13,421,874 ordinary shares in Union
Jack, equivalent to approximately 9.16% of the Company's issued share capital.
The request included a resolution to appoint former director, Craig Howie, to
the board of directors (the "Board") of the Company, as well as separate
resolutions to put each of the current Directors up for re-election.

 

The Board would like to make clear to shareholders the background to the above
request to appoint the Proposed Director.

 

On 12 January 2026, the Proposed Director resigned from the Board at the
unanimous request of the other Directors of the Company at that time. The
Proposed Director's resignation followed a series of actions (including a
demonstrable lack of knowledge as to the vital role of the technical team in a
listed company focused on oil and gas exploration and material breaches of
confidentiality contrary to his legal and contractual obligations as a
Director) which were considered by the other Directors such that his position
had become untenable.

 

Recommendation regarding Resolution 7

 

The Directors (other than John Americanos) recommend that Shareholders should
vote AGAINST the resolution to appoint Craig Howie to the Board of the Company
for, inter alia, the following reasons:

 

a)   The Proposed Director is opportunistically trying to gain control of the
Company, its operational asset base and its cash without paying a control
premium.

 

b)  Although his voting intention in respect of the re-election of the
existing Board members has not been formally clarified, the Board is of the
view that the Proposed Director is seeking to remove those Board members that
have experience of running listed companies focused on oil and gas
exploration.

 

c)    The Proposed Director has not proposed any suitably experienced
directors to replace any existing Directors, should the existing Directors be
removed.

 

d)   The disappointing and highly unprofessional campaign of negative
publicity levelled at the Company, in which the Proposed Director has sought
to spread both confidential Company information, private personal information
on certain Directors and contractors, and misinformation with the intent of
influencing shareholders' perspective of the Board, along with the Proposed
Director's previous actions as a Director before his requested resignation at
the start of this year, raises serious questions as to the suitability of the
Proposed Director to serve as a director of a listed company.

 

e)    The Proposed Director has not outlined any form of alternative
strategy to ensure value for shareholders should he be appointed to the Board
and the existing Directors are not re-elected.

 

The request by the Proposed Director to be re-appointed to the Board of the
Company, along with the contemporaneous campaign of misinformation and
negative publicity have caused serious and extremely unwelcome disruption and
expense to the Board, the Company and its shareholders, particularly at a time
when the Board is focused on managing forward expenditures.

 

Summary

 

The Directors strongly believe that the existing Board of Directors is best
placed to drive forward strategy and create value for shareholders. A major
concern is that the Proposed Director has not presented a clear strategy for
Union Jack, unlike those Directors that have implemented a successful
strategy, built and developed the Company's portfolio of assets and have a
forward strategy focused on value-accretive opportunities and increasing
shareholder value.

 

2. Further information on Resolution 10: Proposed subdivision and
redesignation of the Company's existing ordinary shares (the "Reorganisation")

 

Under Resolution 10 and to take account of trading in the Company's shares at
below the nominal value  of those shares (being 5p), the Company is proposing
that each existing ordinary share of 5p nominal value will be subdivided and
redesignated into one ordinary share of 0.05p nominal value and one deferred
share of 4.95p nominal value, having (as with the Company's existing deferred
shares) very limited rights, and every 22 existing deferred shares of 0.225p
each will be consolidated into one new deferred share of 4.95p (with any
fractional entitlements being rounded down and forfeited). Apart from having a
different nominal value, each new ordinary share of 0.05p following the
Reorganisation will carry the same rights as set out in the Articles that
currently apply to the existing ordinary shares of 5p each. The number of
ordinary shares in issue will not change as a result of the Reorganisation.

 

Background to and reasons for the Reorganisation (Resolution 10)

 

The Directors (other than John Americanos) are recommending that shareholders
vote FOR the resolution to approve the Reorganisation in order to remove an
obstacle to the raising of additional funds to meet expected future
value-accretive investment opportunities and to increase shareholder value.
The approval of the Reorganisation will not of itself authorise the Board to
raise equity funds.

 

Operations update

 

With a backdrop of volatile energy markets with high oil prices and equally
high European and international gas prices, the Board of Union Jack remains
resolute in its commitment to the merits of the strategic direction that it
set in train at the end of 2024. The Board has embarked on what it considered
was a necessary international diversification into the attractive oil and gas
opportunities now available to the Company in the USA while taking full
advantage of what the UK portfolio offers to deliver future growth in
production, reserves and deliver material shareholder value.

 

The Company's partnership with Reach Oil and Gas ("Reach") in Oklahoma has
already produced encouraging results, with the five wells drilled and tested
to date achieving an 80% success rate and generating profitable returns,
alongside further upside potential from ongoing drilling activity. Flagship UK
assets at Wressle and Keddington continue to provide important production and
revenues, while the Company has taken decisive action to streamline
operations, reduce costs and focus capital allocation on high-growth
opportunities. Despite challenging market conditions and impairments relating
to certain licences, the Board remains confident that its disciplined
strategy, growing US portfolio and strong operational momentum position Union
Jack well for future production growth and reserve expansion.

Further update and strategy

The Crossroads well in Oklahoma was spudded on 5 May and encountered good
hydrocarbon shows at several levels from the Hoxbar down to the Basal McLish
intervals. The technical team at Reach has informed the Company that the
evaluation and testing will begin in mid-June. The Board looks forward in
anticipation of success at Crossroads, which has excellent upside potential.

Working with Reach, the Company has also identified additional attractive
value-accretive targets which, when it is adequately capitalised, it will then
consider progressing to drilling.

Cost optimisation measures

As announced on 30 January 2026, the Board of Directors has implemented a
programme focused on costs and efficiencies, designed to preserve capital and
extend the Company's cash runway. These initiatives include disciplined
reductions in discretionary expenditure, including reduction in advisory fees,
prioritisation of core revenue-generating activities, and operational
efficiencies within the business. The Board has also resolved to reduce their
remuneration packages, following the AGM and subject to their reappointment as
Directors, to prioritise expenditure on exploration rather than corporate
overheads.

Collectively, these actions are intended to align the Company's cost base with
its near-term strategic objectives, strengthen financial resilience, and
provide additional time and flexibility to execute on its short and
medium-term plans. The Board continues to actively monitor the Company's
liquidity position and will take further prudent steps as necessary to
safeguard shareholder value.

Higher oil prices

Recent developments in the Iran crisis have led to significant volatility in
global oil and gas markets, with prices rising sharply due to disruptions in
supply and heightened geopolitical risk. Tensions affecting the Strait of
Hormuz, a critical route for approximately 20% of global energy shipments,
have constrained flows of crude oil and liquefied natural gas, pushing
benchmark oil prices close to US$100 per barrel and increasing gas prices
across Europe. These supply constraints, coupled with ongoing uncertainty
around ceasefire efforts and shipping security, are expected to keep energy
costs elevated in the near term, with analysts warning that full market
stabilisation will take many months after tensions ease.

Although higher energy prices have positively strengthened the Company's
short-term revenues, a sustained higher energy price environment is also
expected to enhance the attractiveness of further investment in
value-accretive oil and gas projects and provide the Company with the option
to raise additional funds to capitalise on such opportunities. Any new funds
raised would be used to accelerate the identification of attractive drill
targets in Oklahoma.

Recommendation regarding Resolution 10

Given the wider macro-economic environment and the near-term opportunities
identified in the US, which, with access to the requisite financing, the
Company can then take full advantage of, the Directors (other than John
Americanos) consider the Reorganisation to be in the best interests of the
Company and its Shareholders as it will remove an obstacle to the raising of
additional funds to meet expected future value-accretive investment
opportunities and to increase shareholder value. The approval of the
Reorganisation will not of itself authorise the Board to raise equity funds.

The Directors recommend that Shareholders vote FOR the Resolution relating to
the Reorganisation to be proposed at the General Meeting, as the Directors
intend to do in respect of their own beneficial shareholdings.

Further details on the resolutions to be put to shareholders at the Annual
General Meeting are set out in the Notice of AGM which is included in the
Company's annual report and accounts which is available on the Company's
website (www.unionjackoil.com).

 

 

For further information, please contact:

 

 Union Jack Oil plc

 David Bramhill                                                                                                                                                                                    info@unionjackoil.com (mailto:info@unionjackoil.com)

 SP Angel Corporate Finance LLP                                                                                                                                                                    +44 (0)20 3470 0470

 Nominated Adviser and Joint Broker

 Matthew Johnson

 Richard Hail

 Jen Clarke

 Zeus Capital Limited                                                                                                                                                                              +44 (0)20 3829 5000

 Joint Broker

 Antonio Bossi

 Simon Johnson

 George Duxberry

 Gneiss Energy                                                                                                                                                                                     +44 (0)20 3983 9263
 Limited

 Financial Adviser

 Jon Fitzpatrick

 Harbour Access                                                                                                                                                                                    +1 (475) 477 9402

 USA Investor Relations

 Jonathan Paterson

 

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