Proposed acquisition: oil & gas assets in Oklahoma

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of UK Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon publication of this announcement this information is considered to be in the public domain.

29 April 2026

Electric Guitar PLC

("Electric Guitar" or the "Company")

Proposed acquisition of oil and gas assets in Oklahoma

As announced on 30 March 2026, the Board of Electric Guitar PLC (the "Board") is continuing discussions regarding the acquisition of Dunbar Energy Inc. ("Dunbar"), although this has been delayed by the changing nature of Dunbar's asset base and structuring matters as Dunbar continues to develop its strategy in the USA of behind-the-meter ("BTM") power from gas wells to local intensive compute sites.

While discussions have been continuing with Dunbar, the Board has been introduced to other complementary oil and gas assets to support the Company's stated mission, and is pleased to announce the following new acquisition opportunity.

Option to acquire oil and gas assets in Oklahoma

As set out today in an announcement made by ADM Energy PLC, an AIM-quoted investing company ("ADM") and as described in more detail below, Electric Guitar has entered into an option agreement to acquire all the membership interests in Broadgate Midcon, LLC ("Broadgate") (the "Broadgate Option"), conditional on Broadgate acquiring interests in certain oil and gas assets in Oklahoma, USA (details of which are set out further below), subject to further due diligence by the Company. The Broadgate Option is exercisable at Electric Guitar's discretion at any time until 31 July 2026.

ADM, which is a natural resource investing company, has formed Vega Upstream JV, LLC ("Vega Upstream JV") as a joint venture company with Covenant Oil Group Corp. ("COG").

Vega Upstream JV has identified a portfolio of operated and non-operated producing natural gas, natural gas liquids ("NGL") and oil wells in Oklahoma, USA, together with a fee-generating natural gas gathering system and its associated surface land and equipment (the "Midcon Assets"). Subsequently, Vega Upstream JV has executed a Stock and Membership Interest Purchase Agreement (the "Purchase Agreement") with the owner, a private US company (the "Target"), to acquire all of the issued and outstanding share capital of the Target and all of the issued membership interests in its subsidiaries, and the Midcon Assets, for a base purchase price of c. USD 14.9 million (the "Purchase Price").

On 28 April 2026, Vega Upstream JV paid a deposit of USD 500,000 (the "Deposit") to execute the Purchase Agreement. The Deposit will be applied to the Purchase Price at closing of the transaction, anticipated on or before 31 May 2026, with an effective date of 1 February 2026 (the "Midcon Acquisition").

The Midcon Acquisition and associated due diligence and transaction expenses are expected to be financed with an institutional credit facility of approximately USD 14 million (the "Debt Financing") and an equity contribution to Vega Upstream JV of USD 1 million (inclusive of the Deposit).

Vega Upstream JV is structuring the acquisition of the Target such that 50 per cent. (by value) of the Target's operated upstream and midstream assets, but excluding (i) its investments in non-operated upstream assets and (ii) approximately 160 surface acres currently used for the compressor station and main tank battery, will be owned by Broadgate, details of which are set out below (the "Broadgate Assets").

Accordingly, if Electric Guitar decides to exercise the Broadgate Option, it would own the Broadgate Assets, which would constitute a reverse takeover pursuant to rule 14 of the AIM Rules for Companies ("RTO") and therefore would be subject to, inter alia, approval by shareholders of Electric Guitar.

The exercise price of the Broadgate Option will be the amount of the Purchase Price that is attributable to the Broadgate Assets plus costs; is not expected to exceed USD 6 million; and will be subject to any adjustments at closing of the Midcon Acquisition. The consideration for the exercise of the Broadgate Option is expected to be satisfied predominately through Electric Guitar assuming responsibility for a proportional amount of the debt financing used to purchase the Midcon Assets, alongside some equity funding.

The parties have agreed an exclusivity period until 31 July 2026 with regard to Electric Guitar's exercise of the Broadgate Option.

Details of the Broadgate Assets

The Broadgate Assets - described in ADM's announcement released earlier today - are located in the Western Anadarko Basin of western Oklahoma and comprise (i) upstream assets and (ii) midstream assets, that can be summarised as follows:

1)    50 per cent. by value of the following operated upstream assets (the "Operated Upstream Assets"):

Working interest of an average of 49.4 per cent. in 28 operated natural gas, NGL and oil wells located in Custer County, Oklahoma, together with a defined portfolio of 58 horizontal drilling locations, of which approximately 72 per cent. are attributable to the Operated Upstream Assets.

Comprising recent net production of c. 3.2 million cubic feet equivalent per day (533 barrels of oil equivalent per day) and approximately 58 per cent. of revenue from crude oil and liquids.

2)    50 per cent. by value of the following midstream assets (the "Midstream Assets"):

A natural gas gathering system transporting c. 4.4 million cubic feet per day of natural gas produced by the Midcon Assets and 8 other area producers to the sales point covering approximately 4 square miles, for a toll of USD 0.75 per thousand cubic feet.

Further terms relating to the Broadgate Option

The Company has also agreed terms for collaboration between COG, ADM and Electric Guitar in connection with the identification, negotiation, due diligence and financing of the Midcon Acquisition and the Broadgate Option.

In the event that Broadgate is acquired by Electric Guitar with the Broadgate Assets via the exercise of the Broadgate Option and conditional thereon, and in consideration of COG's and ADM's roles in connection with the identification, negotiation, due diligence and financing of the Midcon Acquisition, the Broadgate Assets and the Broadgate Option, ADM and COG will be entitled to:

i)             A total fee of USD 300,000, of which up to half may at Electric Guitar's option be satisfied by the issue of new ordinary shares of 0.01p in the Company ("Ordinary Shares") at the issue price of Ordinary Shares at the time of the RTO (the "RTO Price"); and

ii)            A two-year warrant to subscribe for new Ordinary Shares equal in total to 5 per cent. of the issued share capital of the Company on completion of the RTO, at a subscription price 50 per cent. higher than the RTO Price.

Next steps

The Board intends to continue to pursue the potential acquisition of Dunbar (or certain of its assets) as well as the proposed acquisition of Broadgate (with the Broadgate Assets), and to seek to utilise both acquisitions in supporting the Company's overall strategy of acquiring BTM assets for locally powering datacentres.

The proposed RTO will be subject to, inter alia, the completion of satisfactory due diligence, regulatory approvals, 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 (if required) of 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 therefore no guarantee that the proposed acquisition of Broadgate or of Dunbar will proceed, nor as to their final terms or timing. The Ordinary Shares remain suspended from trading on AIM in the meantime.

The Company will provide further updates as appropriate as matters progress.

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. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's prospects, growth, strategies and the Company's markets. 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.