REG - Pennpetro Energy PLC - Company Update

Pennpetro EnergyAnnouncement

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RNS Number : 6613N  Pennpetro Energy PLC  20 June 2025

 

 
Pennpetro Energy Plc

 
("Pennpetro" or the "Company")

20(th) June 2025

 

 
      Company Update

AUDIT

 

As a result of the commitment from GEM Global LLC SCS ("GEM") referred to
below, the board of directors of the Company have now been able to provide
Crowe U.K. LLP, the Company's auditors, with a going concern memorandum.

 

As a result of this the auditors are in the final review process which is
expected to be completed shortly.

 

Once the audited accounts for the year ending 31 March 2024 have been signed
off by Crowe U.K. LLP, the Company will be looking to hold the Annual General
Meeting, which includes seeking approval of the audited accounts.

 

It is worth noting that part of the reason for the delay in producing the
audited accounts was due to the lack of records by the Company.

 

HOUSEKEEPING

 

In addition to finalising the annual accounts, the board of directors of the
Company have been working hard to address issues that pre-date the appointment
of Stephen Lunn and Robert Menzel as directors of the Company.

 

These include:

 

a.       A judgement for approximately £500,000 including costs against
the Company was obtained earlier in 2024. The Company negotiated a settlement
which we announced on 20 December 2024;

 

b.       Despite the outstanding judgement, former directors paid
themselves significant sums in preference to this creditor;

 

c.       The debt in the Company's US subsidiaries was over US$600,000
against the previously disclosed U$300,000 (this was announced on 16 January
2025).  The new directors have been able to renegotiate some of this debt;
and

 

d.       The pledged shares (please see below).

 

Globalvision International U. LDA

 

  Due to the significantly higher than expected debts of the Company's US
subsidiaries, the Company   has not yet been able to conclude the
transaction with Globalvision International U. LDA announced

 on 17 July 2024.

 

 

The board is in discussions on the best way to move forward with the Company's
US subsidiaries, which may still include a transaction with Globalvision
International U. LDA and/or others.

PLEDGED SHARES

Pursuant to historical arrangements announced to shareholders of the Company
on 28 March 2023 and 12 July 2023 and subsequent contributions by shareholders
of the Company, the Company placed 62,633,333 existing and to be issued
ordinary shares of £0.01 in the capital of the Company ("Ordinary Shares")
contributed by then existing shareholders, and a lender who was due to be
issued with Ordinary Shares in lieu of a debt owed to them.

The General Meeting is being called to obtain authority to issue these new
Ordinary Shares. An application will be made for admission of the new Ordinary
Shares to listing following the Company's Ordinary Shares return from
suspension.

The Company is fully aware that it will need to publish a prospectus to cover
these new Ordinary Shares before such an application can be made for their
admission to listing.

 

Until these new Ordinary Shares are issued, the Company has a debt obligation
to the contributing shareholders/lender, and it is currently in default of its
contractual obligations to them.

 

GEM

 

As announced on 21 May 2025, the Company "has agreed to enter into a
Convertible Loan Note Facility with GEM Global Yield LLC SCS" having signed a
term sheet with GEM.

 

Concurrently with entering into the Convertible Loan Note Facility, GEM is
being awarded 80,000,000 warrants, exercisable at 4p each for a term of 5
years. The Convertible Loan Note Facility has not been entered into yet and
therefore the warrants have not been issued to GEM.

 

Given the issues identified above, and having obtained a term sheet from
another investor, the board of directors considered that GEM was offering the
best terms the Company was able to receive, and as announced, it provides the
Company with funds "to finalise the audit for the FY 2024, effect the
re-trading of its shares on the London Stock Exchange and to fund possible
growth opportunities", and as part of the term sheet GEM agreed to
"reinstating the prior £20,000,000 SSF".

 

The board considers that this provides the Company with the short, medium and
longer term finance it needs to deliver value to its shareholders.

 

 

 

 

 

The Company is well aware it will need shareholder authority to issue shares
to GEM pursuant to any future exercise of the warrants, and that it will need
an approved prospectus to cover such shares.

 

The Company will make further announcements in respect of the Convertible Loan
Note Facility in due course.

 

DIRECTOR SHAREHOLDINGS

 

In respect of Olof Rapp, he has 500,000 Ordinary Shares registered in his own
name.

 

In respect of Stephen Lunn, he has1,404 Ordinary Shares registered in his own
name.

 

Anton Tarkanyi, the deceased former de facto corporate secretary held
significant indirect interests in the share capital of the Company.

 

The Company understands that these shares are held by a number companies in
both New Zealand and UK in complex structures pursuant to his will, of which
Stephen Lunn is the Executor. Once this has been resolved the Company will be
in a position to announce an updated shareholding for Stephen Lunn and make
the required regulatory disclosures.

 

NEXT STEPS

 

We would encourage shareholders to support the resolutions at the General
Meeting so that the Company can meet its contractual obligations in respect of
the pledged shares.

 

We would also ask for the shareholders' patience until the Company's audited
accounts are finalised.

 

For further information, please contact:

 Pennpetro Energy PLC

 Stephen Lunn, Chairman                      stephengarylunn@gmail.com (mailto:stephengarylunn@gmail.com)

 Robert Menzel, CEO                          info@pennpetro.co.uk (mailto:info@pennpetro.co.uk)

 Olof Rapp                                   olof.rapp@pennpetroenergy.co.uk
 Capital Plus Partners Ltd (Company Broker)

 Philip Reid, Chairman                       pjr@capplus.co.uk (mailto:pjr@capplus.co.uk)

 Ben Tadd                                    bt@capplus.co.uk (mailto:bt@capplus.co.uk)

                                             +44 (0)20 3821 6167

 Flagstaff Strategic and Investor

 Tim Thompson                                pennpetro@flagstaffcomms.com (mailto:pennpetro@flagstaffcomms.com)

 Alison Allfrey                              +44 (0)20 7129 1474

 Anna Probert

 

 

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