Reverse Takeover Update

23 December 2025

Electric Guitar PLC

("Electric Guitar" or the "Company")

Reverse Takeover Update

As announced on 25 November 2025, the Company continues to pursue its proposed acquisition of US energy and digital infrastructure company, Dunbar Energy Inc. ("Dunbar"), which would constitute a reverse takeover under the AIM Rules for Companies (the "RTO"). Dunbar's business is focused on the provision of 'behind the meter' on-site electricity generation, and the deployment of modular compute facilities, to provide a diverse range of energy and infrastructure solutions for the high-performance computing industry. 

Detailed discussions have continued since reaching the agreement in principle announced on 18 July 2025, reflecting on-going developments in Dunbar's business opportunities and asset acquisitions.  While finalising these discussions has delayed the due diligence process and therefore the signing of definitive legal agreements, the Board expects the proposed RTO to be put to shareholders for approval in the first quarter of 2026, and further updates will be provided as necessary.

The Company's shares remain suspended from trading on AIM pending the execution of final legally binding documents, publication of an AIM Admission Document, approval by shareholders of Electric Guitar at a general meeting of the Company of the RTO and a waiver of the obligations that would otherwise arise under Rule 9 of the Takeover Code (also subject to approval by the Takeover Panel), and re-admission of the Company's ordinary shares to trading on AIM. There is no guarantee that the proposed RTO will proceed nor as to its final terms or timing. Further announcements will be made as appropriate.

The Company expects to publish its unaudited interim results for the six months ended 30 September 2025 before the end of December 2025 in accordance with Rule 18 of the AIM Rules for Companies.

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Important notices

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "aims", "expects", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.