THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK 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.  

24 June 2026

Angus Energy PLC

 ("Angus", the "Company" or together with its subsidiaries, the "Group")

(AIM:ANGS)

Proposed Restructuring

Proposed Fundraising to raise £3 million
and

Notice of General Meeting

·    Conditional restructuring agreements signed with all key creditor groups, marking a transformational milestone in the Company's development

·    Balance sheet materially strengthened, enhancing liquidity and positioning the Company for long-term growth

·    Successful Placing and Subscription, funding value-accretive capital projects including the restart of the Brockham BRX4Z well and contributing to the drilling of a Fourth Well at Saltfleetby

·    Trafigura debt consolidated into a single facility, terminating on 31 March 2031, at a materially reduced cost of capital

·    Amounts due under Revenue Share Agreements crystallised and converted into fixed debt and equity, removing a significant contingent liability

·    All deferred consideration due to Forum converted to equity, simplifying and aligning the capital structure and materially reducing the Company's debt burden and cost of debt

·    Company to seek restoration of trading in the Company's shares pending the passing of the Resolutions at the General Meeting

Restructuring Update

The Company is pleased to announce that it has signed conditional restructuring agreements with all key creditor groups, namely Trafigura, the Royalty Holders and Forum Energy Services Ltd. The conclusion of the Restructuring, which is subject to shareholder approval, represents a transformational milestone for the business, providing a clear, sustainable financial platform for the Company's next phase of development. Further details of the Restructuring are set out below.

The Restructuring will materially strengthen the Group's balance sheet, enhance liquidity and establish a more sustainable long-term capital structure. The agreement to settle the amounts due to the Royalty Holders removes a significant contingent liability, while the conversion of the deferred consideration due to Forum into equity further aligns key stakeholders with the Company's long-term success. In addition, Trafigura has agreed to consolidate and extend its facilities at a reduced cost of capital, lowering financing costs and providing the Company with a stable and predictable repayment profile and enhanced financial flexibility.

The Restructuring is conditional on completion of the Fundraising, which will provide additional liquidity, support ongoing operations, including contributing towards the drilling of a Fourth Well, with the balance expected to be funded from cash flow, and ensures that the Company is appropriately capitalised.

Following its successful corporate and balance sheet restructuring, the Company is expected to emerge from the suspension of trading in its shares as a more financially secure and operationally attractive onshore oil and gas investment. The business is now positioned to generate sustainable cash flow, with clear opportunities for organic growth, supported by a favourable forward gas price environment. The shareholder-aligned management team has stabilised the business, delivered an operational turnaround, and is now focused on scaling production to realise the full value of its asset base.

The producing Saltfleetby gas field represents a long-life, high-quality asset, with 2P reserves of 21 Bcf and 2C resources of 17 Bcf. Management estimates a 2P NPV10 value of £67 million, with additional upside potential from identified future infill drilling well targets. Recent increases in gas production, combined with strong gas pricing and the roll-off of legacy low-price hedging arrangements, have materially improved net revenues, with further upside expected. Existing operational assets also provide established infrastructure to support cost-effective organic expansion.

Alongside the Restructuring, the Company has undertaken a conditional Fundraising of £3,000,000, the net proceeds of which will primarily be used to optimise operations at the Saltfleetby gas field and to accelerate the preparation, planning, and procurement of long-lead items for a fourth gas production well. Final investment decision (FID) for the drilling of the Fourth Well is targeted for Q4 2026, with the spud date of the well anticipated in Q1 2027, with an estimated cost of c.£6 million and an anticipated payback period of approximately 12 months. Whilst the Fundraising will contribute towards the preparation and long-lead items for the Fourth Well, the Company expects to fund the majority of the associated expenditure from operating cash flow. The Company is, however, also seeking specific headroom to raise equity for the Fourth Well as a contingency, providing additional financial flexibility and the option to deploy operating cash flows elsewhere within the business.

The Board remains confident in the underlying reserves and production potential of the Saltfleetby gas field and Brockham oil field and continues to evaluate opportunities to enhance production and strengthen the Company's operational and financial position, including through well workovers, new drilling and potential strategic acquisitions.

Against this backdrop, the Board believes that the Restructuring, together with the proposed Fundraising, is in the best interests of the Company and its shareholders, positioning the business to deliver sustainable long-term value.

Fundraising

The Company is pleased to announce that it has conditionally raised £3,000,000 million (before expenses) through the Placing and Subscription of 1,500,000,000 New Ordinary Shares at an issue price of 0.2p per share.

The net proceeds of the Fundraising will move the Company from stabilised to cash-generative growth by:

·    contributing to the drilling of a Fourth Well at Saltfleetby in Q1 2027, supporting a step-change in gas production;

·    funding the Brockham workover to increase oil production;

·    funding upgrades to the Saltfleetby facilities to support improved operational uptime; and

·    supporting the completion of the Restructuring.

The Placing

The Company has conditionally raised £1.760 million (before expenses) by way of a conditional placing by OAK Securities, as agent to the Company, with institutional and other investors of 880,000,000 Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement. The Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 14 July 2026 (or such later date as OAK Securities and the Company may agree, being not later than 8.00 a.m. on 28 July 2026).

Under the terms of the Placing Agreement, OAK Securities, as agent to the Company for the purposes of the Placing, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Company has given certain customary warranties to OAK Securities in connection with the Placing and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify OAK Securities in relation to certain liabilities that it may incur in undertaking the Placing. OAK Securities has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular for a material breach of any of the warranties, upon the occurrence of certain force majeure events or upon the occurrence of a material change to or affecting the business of the Company. The Placing is not being underwritten.

As consideration for its services in connection with the Placing, the Company intends to issue OAK Securities with warrants over such number of Ordinary Shares as is equal to six per cent. of the Placing Shares. Each Broker Warrant will be exercisable at the Issue Price for three years following Admission. The grant of the Broker Warrants is conditional on the passing of the Resolutions at the General Meeting.

OAK Securities has been appointed joint broker to the Company.

The Subscription

The following parties have entered into Subscription Agreements with the Company, in each case at the Issue Price, including:

·    Kemexon: £350,000 for 175,000,000 Subscription Shares

·    Carlos Fernandes (Finance Director): £25,000 for 12,500,000 Subscription Shares

·    Ross Pearson (Chief Operating Officer): £25,000 for 12,500,000 Subscription Shares

·    Aleph Commodities Limited: £250,000 for 125,000,000 Subscription Shares

Certain other subscribers have also entered into Subscription Agreements with the Company. The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 14 July 2026 (or such later time and/or date, not being later than 8.00 a.m. on 28 July 2026).

Director Dealings and Related Party Matters

Forum is a substantial shareholder in the Company and is therefore deemed to be a related party under the AIM Rules. Accordingly, the entry by the Company into the Forum Deed of Variation and the Forum Relationship Agreement constitutes a related party transaction pursuant to Rule 13 of the AIM Rules (the "Forum Transaction"). The independent directors, being for these purposes Alexander Craig, Antoine Vayner, Krzysztof Zielicki and Carlos Fernandes, having consulted with the Company's nominated adviser, SP Angel, consider the terms of the Forum Transaction to be fair and reasonable insofar as the Company's Shareholders are concerned. 

Aleph Saltfleetby Ltd, together with other affiliated Aleph entities and individuals, has been a substantial shareholder in the Company in the past 12 months and is therefore being treated as a related party under the AIM Rules. Accordingly, the entry by the Company into the Royalty Holder Agreement constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Antoine Vayner, Richard Glass, Krzysztof Zielicki and Carlos Fernandes, having consulted with the Company's nominated adviser, SP Angel, consider the terms of the Royalty Holder Agreement to be fair and reasonable insofar as the Company's Shareholders are concerned.

Kemexon is a substantial shareholder of the Company and therefore a related party under the AIM Rules. The conditional subscription for New Ordinary Shares by Kemexon (as outlined above) and the entry into the Kemexon Relationship Agreement, further details of which are set out below, constitute related party transactions pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company's nominated adviser, SP Angel, consider the terms of the subscription by Kemexon and the Kemexon Relationship Agreement to be fair and reasonable insofar as the Company's Shareholders are concerned.

Aleph Commodities Ltd, together with other affiliated Aleph entities and individuals, has been a substantial shareholder in the Company in the past 12 months and is therefore being treated as a related party under the AIM Rules. Therefore, the conditional subscription for New Ordinary Shares by Aleph Commodities Ltd (as outlined above) constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company's nominated adviser, SP Angel, consider the terms of the subscription by Aleph Commodities Ltd. to be fair and reasonable insofar as the Company's Shareholders are concerned.

The conditional subscription for New Ordinary Shares by Carlos Fernandes constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company's nominated adviser, SP Angel, consider the terms of the subscription by Carlos Fernandes to be fair and reasonable insofar as the Company's Shareholders are concerned.

General Meeting

The Proposals are conditional on, inter alia, Shareholder approval at the General Meeting to be convened on 13 July 2026. A circular containing further details of the proposals and containing the notice of General Meeting is expected to be despatched to Shareholders on 25 June 2026. Following its publication, the Circular will be available on the Company's website at www.angusenergy.co.uk.

Suspension of Trading on AIM

The Company's shares will remain temporarily suspended from trading on AIM pending the passing of the Resolutions at the General Meeting and Admission. The Company intends to seek the restoration of trading in its shares following completion of these steps with its financial position having been clarified.

Carlos Fernandes, Finance Director, commented: "We are delighted to have completed this restructuring, which enhances the Company's financial position and reflects the strong support of our key stakeholders. The conversion of liabilities into equity, the crystallisation of the royalty, and the improved terms with Trafigura together create a simpler, stronger and more flexible balance sheet. This marks a clear turning point for the Company and enables us to focus on delivering our operational programme and to establish long-term value for shareholders."

Background to, and further details on, the Restructuring

On 22 February 2024, the Company entered into a financing facility (the "Existing Trafigura Facility Agreement") with a subsidiary of Trafigura Group PTE Ltd. The principal terms of the Existing Trafigura Facility Agreement were a five-year loan with a 12-month grace period on principal repayments, followed by approximately even amortisation from March 2025. During the first quarter of 2025, the Company experienced production variability at the Saltfleetby gas field prior to the commissioning of the booster compressor. This, in combination with c.89% of the gas production hedged at 34 pence per therm, resulted in the first scheduled principal repayment of £1.25 million and second repayment, which falling due on 30 June 2025, to be deferred. These matters led the Company to enter into discussions with Trafigura and its other key stakeholders regarding a potential restructuring of its debt obligations.

In parallel, the Company had existing obligations in respect of deferred consideration for the Saltfleetby gas field payable to Forum Energy Services Limited ("Forum"). As announced on 22 February 2024, these payments were restructured to include instalments through to June 2025 which could be satisfied in cash or shares at Forum's election. Prior to the Restructuring, the total outstanding amount equated to approximately £1.89 million plus interest.

Additionally, under the Company's 2021 senior debt facility for the redevelopment of the Saltfleetby gas field, royalties became payable from 1 March 2024 to Aleph Saltfleetby Ltd and Aleph Energy Ltd (five per cent.) and Mercuria Energy Trading S.A (three per cent.) (together the "Royalty Holders") on gross revenues from existing wells, with no royalties attaching to future wells.

As outlined above, the Company has now entered into binding agreements with the three principal creditor groups, Trafigura, Forum and the Royalty Holders, to restructure the above debt.

Trafigura

The Company has entered into definitive documentation to amend the Existing Trafigura Facility Agreement (the "Amended Trafigura Facility Agreement").

The aggregate amount outstanding under the Amended Trafigura Facility Agreement is approximately £26,000,000 (the "Trafigura Facility Amount"). The headline term of the Trafigura Facility Amount is five years, with even quarterly repayments up to and including 31 March 2031. 

Additionally, there is a cash sweep whereby: (i) 50 per cent. of the Company's revenues from any Asset (after deducting all group-wide costs, including financing charges) shall be applied bi-annually to redeem the loan; and (ii) the remaining 50 per cent. of such revenues shall be applied in repayment of the ORRI Cash Amount (as described below) (the "Cash Sweep").

The Cash Sweep will only apply to funds in excess of £2,000,000, such that the Company shall be entitled to retain a minimum cash balance of £2,000,000 to meet its projected operational and capital expenditure requirements for each following 12 months.

If the ORRI Cash Amount has been fully repaid and any of the Trafigura Facility Amount remains outstanding, 100% of the Cash Sweep amount shall be applied in mandatory prepayment of the Trafigura Facility Amount.

The Trafigura Facility Amount carries an interest rate of SONIA plus eight per cent. per annum. At the Company's sole discretion, an amount of interest equivalent to four per cent. per annum on the outstanding Trafigura Facility Amount (the "Margin Warrant Amount") may also be satisfied by granting Warrants to Trafigura ("Margin Warrants"). The number of Margin Warrants to be granted shall be derived from an agreed-form Black-Scholes valuation model. The Exercise Price of a Margin Warrant shall be the higher of: (i) 150% of the volume weighted average price in GBP of the Ordinary Shares (as reported by Bloomberg) for the 15 business days immediately prior to the payment date of the relevant Margin Warrant Amount; and (ii) £0.002 (being the nominal value of an Ordinary Share). One Margin Warrant will entitle the warrant holder to subscribe for one new Ordinary Share at the relevant Exercise Price. The Margin Warrants will expire five years from the date of grant.

In satisfaction and discharge of interest equal to four per cent. per annum on outstanding loans under the Amended Trafigura Facility Agreement, the Company will also grant Warrants to Trafigura as follows (the "Interest Period Warrants"):

·    107,824,711 Warrants in respect of £150,906.47 of accrued and unpaid interest in respect of the period ending on 31 December 2025; and

·    103,239,664 Warrants in respect of £144,489.45 of accrued and unpaid interest in respect of the period ending on 31 March 2026.

The Exercise Price of an Interest Period Warrant shall be £0.003, being 150% of the Issue Price. One Interest Period Warrant will entitle the warrant holder to subscribe for one new Ordinary Share at the Exercise Price. The Interest Period Warrants will expire five years from the date of grant.

The Company will also grant 5,000,000 additional Warrants to Trafigura (the "Additional Trafigura Warrants"). The Exercise Price of an Additional Trafigura Warrant shall be £0.02. One Additional Trafigura Warrant will entitle the warrant holder to subscribe for one new Ordinary Share at the Exercise Price. The Additional Trafigura Warrants will expire 12 months from the date of grant.

Covenants are tested semi-annually whilst events of default, representations and undertakings are those which are customary of senior secured debt facilities.

The Company will be permitted to apply revenues from Assets toward drilling of the Fourth Well, provided that certain metrics relating to PLCR, gas prices and production levels are met.

The Amended Trafigura Facility Agreement is conditional, inter alia, upon:

·    The Resolutions having been passed at the General Meeting.

·    Admission taking place on or around 8.00 a.m. on 14 July 2026 (or such other date as the Company and SP Angel may agree, being no later than 8.00 a.m. on 28 July 2026).

Overriding Royalty Interest

As part of the senior debt facility secured in 2021 to redevelop the Saltfleetby gas field, under the Revenue Share Agreements made between the Company and the Royalty Holders on 17 May 2021 (as varied on 22 February 2024) the Company acquired commitments to pay royalties to the lenders from the three current producing wells on repayment of that part of the debt associated with the construction of field facilities.

The Royalty Holder Agreement has been entered into with the Royalty Holders, under which the Revenue Share Agreements are terminated and the aggregate amount due to the Royalty Holders is £2,500,000 (the "ORRI Amount"), to be settled as follows:

·    £550,000 of the ORRI Amount is to be settled by the issue of 275,000,000 ORRI Shares in aggregate to the Royalty Holders at the Issue Price. The ORRI Shares will be subject to a lock-in until the earlier of: (i) six months from the date of issue; and (ii) the completion of the Further Funding Condition.

·    £1,950,000 of the ORRI Amount (the "ORRI Cash Amount") is to be settled by the Cash Sweep. If the Trafigura Facility Amount has been fully repaid and any of the ORRI Cash Amount remains outstanding, 100% of the Cash Sweep shall be applied in prepayment of the ORRI Cash Amount. The ORRI Cash Amount may be prepaid earlier than through the Cash Sweep, with no early repayment penalties.

The ORRI Cash Amount carries an interest rate of six per cent. per annum, which is to be paid in cash on a quarterly basis.

The ORRI Cash Amount must be repaid in full on the earlier of: (i) 31 March 2031; and (ii) the date on which the Trafigura Facility Amount is fully repaid.

The Royalty Holder Agreement is conditional, inter alia, upon:

·    The Resolutions having been passed at the General Meeting.

·    Admission taking place on or around 8.00 a.m. on 14 July 2026 (or such other date as the Company and SP Angel may agree, being no later than 8.00 a.m. on 28 July 2026).

Forum Deferred Consideration

The Company has signed the Forum Deed of Variation to amend the terms of the Forum SPA (originally entered into regarding the sale of Saltfleetby Energy Limited's 49% interest in the Saltfleetby gas field to the Company in 2022), as follows:

(a)            The remaining deferred consideration amount due to Forum under the Forum SPA shall be £2,500,000 (the "Forum Deferred Consideration").

(b)            The Forum Deferred Consideration shall be settled in full by the issue of 1,250,000,000 Forum Consideration Shares at the Issue Price.

The Forum Consideration Shares are subject to a lock-in for up to the earlier of six months and the completion of the Further Funding Condition. Following Admission, Forum will hold approximately 25.69 per cent. of the Enlarged Share Capital.

The Forum Deed of Variation is conditional, inter alia, upon:

·    the Resolutions having been passed at the General Meeting; and

·    Admission taking place on or around 8.00 a.m. on 14 July 2026 (or such other date as the Company and the Nomad may agree, being no later than 8.00 a.m. on 28 July 2026).

Forum has provided an irrevocable undertaking to vote in favour of the Resolutions at the General Meeting.

In connection with the Forum Deed of Variation, the Company, SP Angel and Forum have also entered into the Forum Relationship Agreement to manage the ongoing relationship between the Company and Forum, under which it has been agreed, inter alia, that for so long as Forum holds at least 12.5 per cent. of the Company's issued Ordinary Shares, it will have the right either to nominate a director to be appointed to the Board (a "Forum Director") or, if a Forum Director has not been appointed, to appoint an observer to the Board.

Kemexon is party to an existing relationship agreement with the Company dated 11 June 2024. In connection with the Proposals, Kemexon has agreed to enter into a new relationship agreement with the Company on the same terms as the Forum Relationship Agreement (the "Kemexon Relationship Agreement") save that the agreement continues for so long as Kemexon holds at least 10.0 per cent. of the Company's issued Ordinary Shares.

This conversion further strengthens the balance sheet and reinforces Forum's continued alignment with the Company's long-term success.

Admission and total voting rights

The Fundraising Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Application will be made to London Stock Exchange for admission of the Fundraising Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 14 July 2026.

Upon Admission of the New Ordinary Shares, the Company's issued ordinary share capital will consist of 8,011,893,414 Ordinary Shares in issue, each carrying the right to one vote. 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 8,011,893,414.

With effect from Admission, the above figure may be used by Shareholders as the denominator for the purposes of calculating whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

FUNDRAISING AND RESTRUCTURING STATISTICS

END

For further information please visit www.angusenergy.co.uk.

Angus Energy Plc                                                                

Carlos Fernandes

Finance Director                                                                                Via Flagstaff

SP Angel Corporate Finance LLP (Nomad and Joint Broker)     www.spangel.co.uk

Stuart Gledhill / Jen Clarke / Richard Hail                              Tel: +44 (0)20 3470 0470

OAK Securities (Joint Broker)                                                 www.oak-securities.com

Calvin Man / Oliver Morgan                                                    Tel: +44 (0)20 3973 3678

Flagstaff  PR/IR                                                                          [email protected]

Tim Thompson / Fergus Mellon / Alison Alfrey                    Tel: +44 (0) 207 129 1474

About Angus Energy plc

Angus Energy plc is a UK AIM quoted independent oil and gas company. Angus is the leading onshore gas producer in the UK and has ambitious plans to grow onshore production and diversify internationally. Angus Energy has a 100% interest in the Saltfleetby Gas Field (PEDL005), majority owns and operates conventional oil production fields at Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the Balcombe Licence (PEDL244). Angus Energy operates all fields in which it has an interest.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires: