REG - Pennpetro Energy PLC - Company Update

Pennpetro EnergyAnnouncement

23/04/2026 09:15

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RNS Number : 6622B  Pennpetro Energy PLC  23 April 2026

23 April 2026

 

Pennpetro Energy Plc

("Pennpetro" or the "Company")

Company Update

 

Pennpetro Energy plc (PPP), the company focused on developing strategic energy
projects, is pleased to provide a company update regarding progress in Texas
and potential further opportunities, changes to the Limnytska licence
situation in Ukraine, a further  Convertible Loan Note ("CLN3") satisfying
'going concern' and accounts payable commitments, the appointment of a SPARK
Advisory Partners Limited, a sponsor firm, as financial adviser, along with
details of a shareholder call scheduled for 27 April 2026; intended to allow
shareholders to ask questions on these topics, specifically.

Texas Update

The Company has received terms from the legal representative of the lease
owners for the renewal of the lapsed lease for the Chalk Talk A-1H well which
includes the payment to the lease owners of any unpaid royalties pertaining to
oil extracted in the past, by the Company, from the same.

Whilst Mavriky has been in Texas over the past week or so he has had the
opportunity to meet in person with the lease owners. Further information has
become available identifying potential payment of some  of the outstanding
royalties at the time of the original lease being in place, meaning that not
all legacy royalties are unpaid, contrary to prior information and disclosure,
on this particular lease, Mavriky is still investigating the amount involved,
but it is thought to be around 30% of royalties that may have been paid.

The Company continues to work to ensure that we do not pay twice, whilst
ensuring that the Company is reputationally protected locally and fulfils its
historical obligations, as well as those under new arrangements, going
forward.

As previously announced, RMD Group has committed to provide funding to allow
for the full resumption of operation at the Chalk Talk AH-1 well, including
legacy issues to be cleared, subject to the Company and the Lease Holders
reaching mutually acceptable terms.

Chief Executive, Mavriky Kalugin continues to oversee these negotiations,
contractor appointments to undertake the necessary works to return this well
to production, however, negotiations are more complicated than should have
been necessary, due to a lack of support in providing information from former
Company management and local employees. Further updates will be made as soon
as practicable.

Further Opportunity Update; USA and Canada

With the appointment of Grand Chief Ron Derrickson to the Board last week, the
Company has seen a warm reception from a variety of Indigenous groups holding
land rights in areas of particular interest from the resource perspective.
Mavriky has been negotiating with two interesting and near-term opportunities
with further updates to be announced at the appropriate time.

Interestingly, on the 8 April 2026, the London Stock Exchange held the 3rd
annual Canadian Indigenous Investment Summit ("CIBC") bringing together
Indigenous leaders, investors, and advisors. The summit focused on showcasing
value-aligned, investment-ready opportunities in critical minerals, Arctic
defence, energy, and infrastructure, featuring partnerships with firms like
CIBC. To the Company's knowledge the Grand Chief is the only Indigenous
Canadian Chair of a London Stock Exchange Company.

Limnytska Licence Update

On 15 October 2025, Pennpetro announced the signing of Heads of Agreement to
potentially acquire 100% of the Limnytska oil and gas exploration licence in
western Ukraine, through a Polish Holding Company, which would have
constituted a Reverse Takeover ("RTO") had it proceeded. This Heads of
Agreement did not commit the parties to a transaction.

Since the potential RTO opportunity was announced, the focus of the Board and
the Company's advisers has been on bringing the Company back to full
compliance with its regulatory obligations, including audit preparations and
filings. The difficulties encountered, now largely overcome, in doing so, have
been the priority, and a significant and complex RTO has not been the
immediate focus for the Company.  The Board believes that the Company's and
shareholders' interests are best served by a return to trading and
stabilisation of the business before proceeding with such a material
acquisition.

Nonetheless, Limnytska is a very material opportunity and one the Board
believes can offer material value to shareholders.  However, the board is
also mindful of the dilution that would result from the acquisition on terms
announced previously.  Accordingly, the Board is now reviewing the
possibility of acquiring or farming in to a minority stake.  Given the scale
of Pennpetro, this would almost certainly still be an RTO and be subject to
publication of a prospectus and shareholder approval.

Any agreement may include optionality for future increases in the scale of
participation, subject to performance at the initial stage of the project
being positive.  This will significantly de-risk this relationship and leave
capacity for the Company to develop a portfolio of assets alongside
Limnytskya.

Appointment of Financial Adviser

The Company has appointed SPARK Advisory Partners Limited ("SPARK"), a
London-based independent corporate finance adviser and sponsor, to act as the
Company's Financial Adviser.

SPARK has taken responsibility for communication and is directly engaging with
the FCA on behalf of the Company. The Company remains committed to returning
to trading on the London Stock Exchange and will provide updates on the steps
towards achieving this in due course.

The outstanding questions that the Company, through Spark, are resolving with
the FCA are in the majority, legacy issues which must be dealt with prior to
the FCA being satisfied that this Company is suitable for re-admission to
trading, rather than the alternative, being cancellation from listing on the
Exchange. Shareholders should not underestimate however the damage done to
this business in the past by former Boards and management, and, as stated
previously, there can be no guarantee that a request to return to trading will
be accepted. The Board and advisers are working closely with the FCA to
achieve this.

Further Convertible Loan Note Arrangement

The Company is finalising the documentation required to enter into a third
secured Convertible Loan Note ("CLN3") agreement with RMD Group to provide the
Company with an additional £325,000 for working capital requirements. CLN3
will have certain terms adjustments to those set in the initial RMD Group CLN1
& CLN2:

·    The Conversion Price will be set at 2.2p - in line with the price
announced for the shares returned to Mr. J White on 10 April 2026. The price
reflects the share price around the time Mr. White originally purchased his
shares, when the Company was producing revenue and before the announcement of
the potential deal with Globalvision (dated 17 July 2024).

·    Interest will be charged at 6% (initially at 12% until resolutions
are approved by shareholders granting directors the authority to issue the
shares on conversion).

Shareholders should be aware that no other such CLN funding has been
forthcoming, at this time, in particular due to the fact that upon entering
into these arrangements, the Company is already in breach of its obligations
in relation to the CLNs announced on 25 September 2025 and 28 January 2026,
due to the fact that the required resolution proposed at the General Meeting
on the 23 December 2025 was not approved. This means that RMD Group is still
unable to convert its debt to equity should it wish to do so.

We are grateful to Grand Chief Derrickson and RMD Group for having the
confidence in the current board sufficient to continue to support the Company,
regardless, in the belief that the Board with the support of shareholders at
the upcoming AGM vote, are capable of resolving this issue, in a reasonable
timeframe.

Given Grand Chief Derrickson, Chairman of Pennpetro, is the owner and
president of RMD Group, the issue of the CLN to RMD Group constitutes a
related party transaction for the purposes of Rule 7.3 of the Disclosure
Guidance and Transparency Rules.

Shareholder call

The Company will host a shareholder call with management on 27th April 2026 at
18.30-19.30 UK time. To register for the meeting, please email
ppp@camarco.co.uk (mailto:ppp@camarco.co.uk) .

Richard Spinks, Executive Co-Chairman said: "We continue to make good progress
in returning the Company to trading. This Company is a very different
organization to the one you all invested in prior to, or indeed in certain
cases whilst under, this current suspension.

"We maintain a positive relationship with the Limnytska owners, who understand
the lengths to which the current Board have gone to prepare the Company for a
transaction of significant value and are willing to negotiate a less dilutive
commercial agreement at arm's length rather than a more substantive one;
whilst providing the option for the Company to become involved to a greater
degree, at our election, in the future, should it be deemed to be in the
Company's best interest.

"RMD Group remains a strong supporter of Pennpetro, with Grand Chief Ronald
Derrickson joining our board in the past week and having committed to fund
operational and other costs at the Chalk Talk A-1H well, as well as the first
well re-entry on Limnytska, alongside providing additional working capital via
a further convertible loan note agreement to fund the working capital
requirements of the business itself.

"This includes the appointment of SPARK advisory, who are currently liaising
with the Financial Conduct Authority to map out the path towards returning to
trading. I look forward to speaking with shareholders in during the upcoming
Webinar, to discuss these developments across the business and will be taking
questions specifically on these matters outlined herein."

 

For further information, contact:

 Pennpetro Energy Plc                                         c/o Camarco

 Richard Spinks | Mavriky Kalugin

 SPARK Advisory - Financial Advisor and Main Market Sponsor   pennpetro@sparkapl.com (mailto:pennpetro@sparkapl.com)

 James Keeshan
 Oak Securities - Broker                                      +44 (0) 20 3973 2678

 Jerry Keen, Head of Corporate Broking
 Camarco - Financial PR                                       +44 (0) 20 3757 4980

 Andrew Turner | Fergus Young                                 ppp@camarco.co.uk (mailto:ppp@camarco.co.uk)

 

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