REG - United Oil & Gas PLC - Conditional Fundraising to Deliver Piston Coring

United Oil & GasAnnouncement

07/10/2025 07:00

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RNS Number : 2848C  United Oil & Gas PLC  07 October 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE
OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE FUNDRAISING WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS
PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING
ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY
AND ITS SECURITIES.

 

 

 United Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil & Gas

 

7 October 2025

 

United Oil & Gas plc

("United" or "the Company")

 

 Conditional Fundraising to Deliver Piston Coring Programme

United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high
impact exploration licence in Jamaica and development asset in the UK
announces details of a conditional placing and a conditional subscription to
raise approx. £2.33 million (before expenses) (the "Fundraising") through
the proposed issue of a total of 1,552,532,979 of new ordinary shares of
£0.00001 each ("Ordinary Share"), subject to shareholder approval at a
general meeting to be convened, in the capital of the Company (the
"Fundraising Shares"). The Fundraising comprises a conditional placing of
1,481,866,313 new Ordinary Shares at a price of £0.0015 per Ordinary Share
(the "Issue Price") by Tennyson and Shard, acting as joint brokers ("Tennyson"
and "Shard" together the "Joint Brokers") who conditionally raised gross
proceeds of approx. £2.22 million (the "Placing"). The additional approx.
£0.1 million has been raised through direct subscriptions of 70,666,666 new
Ordinary Shares at the Issue Price with the Company (the "Subscription"). The
Fundraising was significantly oversubscribed. As part of the Fundraising,
participants will be issued one warrant ("Fundraising Warrant") to subscribe
for one new Ordinary Share for every one Fundraising Share subscribed. Each
Fundraising Warrant will be exercisable at £0.00225, valid for 12 months
from date of issue.

 

Rationale for the Fundraising

 

Over the past few months, United has made significant progress in advancing
the Walton Morant work programme. With the licence has now extended until 31
January 2028, and both the Environmental Permit and Beach Licence secured, the
Company has a clear regulatory pathway to commence the next phase of technical
work including sub-surface geochemical exploration and piston coring.

 

Following this progress, United commissioned an independent Risking Review
study to assess the potential impact of including a Surface Geochemical
Exploration (SGE) piston core survey in the work programme.

 

The findings were highly encouraging, and the review concluded that a
successful piston coring programme could:

 

·    Increase the Geological Chance of Success (GCoS) at
the Colibri prospect from 19% to 32%,

·    Increase the GCoS at the Oriole prospect from 13% to 21%, and

·    Deliver similar uplifts across other prospects within the Walton
Morant licence where thermogenic hydrocarbons are detected.

 

This uplift represents a step change in predrill confidence, providing both a
material value trigger for shareholders and a strong platform for ongoing
farmout discussions. By executing the piston core programme directly, United
can accelerate technical validation ahead of any potential farmin
partnership.

 

Use of Proceeds

 

The net proceeds of the Fundraising are expected to provide the Company with
cash resources through 2026 and will be used to advance the Piston Coring at
the Walton Morant Licence, offshore Jamaica, including:

 

·      Securing and mobilising a suitable vessel for the piston coring
and surface geochemical survey;

·      Funding associated technical, analytical, and operational costs
related to the survey

·      General and Administrative expenses

 

The piston coring programme represents a critical step in United's strategy to
de-risk the Walton Morant Licence and enhances its attractiveness to potential
farm-in partners. Successful execution of this survey will provide direct
geochemical evidence of hydrocarbon generation and migration, materially
strengthening the licence's technical and commercial position.

 

United Chief Executive Officer, Brian Larkin commented:

"This fundraising is pivotal moment for United and funds the company through
2026. The piston core survey has the potential to materially de-risk the
Walton Morant Basin, and we are determined to deliver it.

The recently published Risking Review Study by Iapetus Geoscience Limited has
demonstrated the potential for a significant project value uplift in a success
case. We have a short operational window in the coming months to secure a
suitable vessel and complete the work. Acting now gives us control over
timing, momentum, and the opportunity to capture that value as we progress our
farm-out campaign.

The independent Risking Review demonstrated that a successful survey could
increase the Geological Chance of Success at Colibri to 32%, a level rarely
seen in frontier exploration. That kind of validation not only strengthens our
technical case but positions us far better for ongoing farm-out discussions.

This is about driving tangible value for shareholders and ensuring United
remains in the strongest possible position to move Walton Morant forward."

 

Details of Fundraising and General Meeting

A placing agreement has today been entered into between the Company and the
Joint Brokers in connection with the Placing (the "Placing Agreement"). The
Company has also today received subscription letters (the ("Subscription
Letters/Agreement") from certain subscribers. The Company does not have
sufficient shareholder authorities to issue and allot the Fundraising Shares.
Accordingly, the Company intends to convene a general meeting ("GM") to be
held on or around 27 October 2025 to seek shareholder authorities to allot and
issue the Fundraising Shares and Fundraising Warrants.

 

Subject to the passing of the resolutions at the GM, an application will be
made to the London Stock Exchange for the Fundraising Shares to be admitted to
trading on AIM. Subject to the Conditions below, it is expected that admission
to trading on AIM ("Admission") will become effective and that dealings in the
Fundraising Shares will commence at 8.00 a.m. on 28 October 2025.

 

The Fundraising Shares will be issued and credited as fully paid and will rank
in full for all dividends and other distributions declared, made or paid after
the admission of those Fundraising Shares and will otherwise rank on Admission
pari passu in all respects with each other and with the existing ordinary
shares in the Company.

The Fundraising is conditional upon, amongst other things:

·    the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission; and

·    the passing by shareholders of certain resolutions at a General
Meeting ("GM") of the Company authorities to, amongst other matters, issue the
Fundraising Shares and the Fundraising Warrants.

 

·    Admission taking place by no later than 8.00 a.m. on 28 October 2025
(or such later date as the Joint Brokers may agree in writing with the
Company, being not later than 8.00am on the long stop date). If any of the
conditions are not satisfied, the Fundraising Shares will not be issued, and
Admission of the Fundraising Shares will not take place.

The total issued share capital of the Company, as increased by the Fundraising
Shares, immediately following Admission and excluding any outstanding warrants
being exercised (and excluding any issues of shares pursuant to the exercise
of any employee share incentives between the date of this Announcement and
Admission) will be 4,065,855,202 Ordinary Shares.

The Company expects to send a circular to shareholders tomorrow convening a
General Meeting to propose the resolutions to shareholders to issue the
Fundraising Shares.

Indicative Timetable

 

 Date of publication of the Circular                                              7 October 2025

 Posting of Circular and Form of Proxy                                           8 October 2025
 Latest time and date for receipt of Forms of Proxy                              11.00 a.m. on 25 October 2025
 General Meeting                                                                 11.00 a.m. on 27 October 2025
 Announcement of results of the General Meeting                                  27 October 2025
 Admission and commencement of dealings in the Fundraising Shares on AIM         8.00 a.m. on 28 October 2025
 CREST accounts to be credited for the Fundraising  Shares to be held in           28 October 2025
 uncertificated form
 Dispatch of definitive share certificates for applicable Fundraising Shares to  No later than 14 days following the date of Admission
 be held in certificated form

.

**ENDS**

 

 

 Enquiries
 United Oil & Gas Plc (Company)
 Brian Larkin, CEO                                      brian.larkin@uogplc.com (mailto:brian.larkin@uogplc.com)

 Beaumont Cornish Limited (Nominated Adviser)
 Roland Cornish | Felicity Geidt | Asia Szusciak        +44 (0) 20 7628 3396

 Tennyson Securities (Joint Broker)
 Peter Krens                                            +44 (0) 020 7186 9030

 Optiva Securities Limited (Joint Broker)
 Christian Dennis                                       +44 (0) 20 3137 1902

 Shard Capital Limited (Joint Broker)

 Damon Heath | Isabella Pierre
                                                        +44 (0) 207 186 9900

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

Notes to Editors

United Oil & Gas is an oil and gas company with a development asset in
the UK and a high impact exploration licence in Jamaica.

The business is led by an experienced management team with a strong track
record of growing full cycle businesses, partnered with established industry
players and is well positioned to deliver future growth through portfolio
optimisation and targeted acquisitions.

United Oil & Gas is listed on the AIM market of the London Stock
Exchange. For further information on United Oil and Gas please
visit www.uogplc.com (http://www.uogplc.com/)

 

 

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