Acquisition of Interest in GOLD Cluster

This announcement contains inside information

Empyrean Energy PLC / Index: AIM / Epic: EME / Sector: Oil & Gas

Empyrean Energy PLC (‘Empyrean’ or ‘the Company’)

Acquisition of Interest in GOLD Cluster, Upper Austria

Intention to Undertake an Equity Capital Raising

Empyrean Energy plc (“Empyrean” or the “Company”), the oil and gas exploration and development company with interests in Australia, Indonesia, and the United States, is pleased to announce that it has entered into a binding Heads of Agreement ("BHoA") with ADX VIE GmbH ("ADX.V") in relation to the acquisition of a 10% economic interest in the GOLD Cluster, located within the ADX-AT-II licence area in Upper Austria.

The GOLD Cluster comprises the GOLD, ZAUN and GRAB shallow gas prospects located within the Molasse Basin of Upper Austria and covers approximately 73 km² within the ADX-AT-II licence area, in which ADX.V currently holds a 100% interest. ADX.V is planning to commence drilling of the GOLD-1 exploration well in 4th quarter 2026.

ADX.V is a wholly-owned subsidiary of ADX Energy Ltd (ASX: ADX), an ASX listed oil & gas exploration and production company focussed on projects in Austria, Romania and Italy.

Highlights

• Binding Heads of Agreement executed with ADX.V for an option to EarnFarm-in to the GOLD Cluster Austrian Gas Projectin Upper Austria.
• GOLD Cluster comprises the GOLD, ZAUN and GRAB gas prospects covering approximately 73 km².
• Empyrean to earn a 10% economic interest in the GOLD Cluster through participation in a partnership to be established under Austrian law.
• The GOLD Cluster comprises three shallow gas prospects — GOLD, ZAUN and GRAB — offering multiple follow-ups drilling targets beyond the initial GOLD well.
• The GOLD prospect is supported by 3D seismic data, including a strong Class 3 AVO amplitude anomaly (“GOLD A”); technical work by Empyrean has assessed the prospect as a stratigraphic pinch-out / compartmentalised sand-body play, with GOLD A interpreted as a separate, down-dip target to the previously drilled GUGG-001 well that produced commercial gas.
• Total investment commitment in a success of approximately €555,400, representing 20% of the estimated €2.777 million GOLD-1 well cost cap.
• Initial option fee of €50,000 payable upon execution of the BHOA.
• ADX to remain operator of the project.
• Planned drilling of the GOLD-1 exploration well in 4th Quarter 2026.

Transaction Summary

Under the terms of the BHoA, Empyrean will pay ADX.V an option fee of €50,000 upon execution of the agreement.

Subject to execution of a definitive Energy Investment Agreement ("EIA"), Empyrean will make a further payment of €120,600, representing its share of pre-drill costs for the GOLD-1 well, less the option fee already paid.

Following issuance of the GOLD-1 well Authorisation for Expenditure ("AFE") and satisfaction of certain conditions, including provision of a signed drilling contract and drilling schedule, Empyrean will contribute a further €434,800.

The aggregate investment of €555,400 represents 20% of the estimated €2.777 million GOLD-1 well cost cap and, upon payment in full, will entitle Empyrean to a 10% economic interest in the GOLD Cluster.

The economic interest will be held through a partnership to be established for hydrocarbon exploration, development and production activities within the GOLD Cluster area. Empyrean will be entitled to receive 10% of net revenues generated by the partnership after payment of royalties and will be responsible for 10% of future project expenditures in accordance with the definitive agreements.

Empyrean will not acquire a direct participating interest in the ADX-AT-II licence and ADX.V will remain operator of the project.

Background to GOLD Cluster

ADX VIE GmbH is the Austrian operating subsidiary and European headquarters of ADX Energy Ltd ("ADX"), an ASX-listed oil and gas company focused on exploration, appraisal, development and production opportunities in Europe.

ADX entered Austria in 2019 and became a European-focused producer, developer and explorer through the acquisition of the long-life producing Gaiselberg and Zistersdorf oil fields, making it one of only three production operators in Austria at the time. Since then, ADX has built a multi-disciplinary management, technical and operations team based in Vienna.

Since 2025, ADX has completed extensive technical evaluation of 3D seismic data and legacy well data across its Austrian acreage, maturing several low-risk shallow gas prospects – including three prospects, GOLD, ZAUN and GRAB – within the GOLD Cluster, located within the ADX-AT-II licence area in Upper Austria.

Following completion of prospect maturation, permitting activities, and the publication of prospective resource estimates for the cluster, ADX commenced a farm-out process to secure a funding partner for the planned drilling programme.

The GOLD prospect is supported by 3D seismic data, including a strong Class 3 AVO amplitude anomaly ("GOLD A"). Technical work by Empyrean has assessed the prospect as a stratigraphic pinch-out / compartmentalised sand-body play, with GOLD A interpreted as a separate, down-dip target to the previously drilled GUGG-001 well, which produced commercial gas. The transaction with Empyrean Energy plc is intended to support drilling of the GOLD-1 exploration well and the subsequent appraisal and development of the broader cluster.

Empyrean’s Intention to Undertake an Equity Capital Raising

In order to capitalise on the significant opportunity presented through participation in the GOLD Cluster project and to the fund its share of the costs envisaged under the BHoA, the Company requires to raise additional capital.

Accordingly, the Company is actively considering a placing of new ordinary shares to new and existing investors (the "Proposed Fundraising").

This announcement does not constitute an offer of securities in any jurisdiction. The Proposed Fundraising, if implemented, will be the subject of further announcements, which will be made as and when appropriate.

The Proposed Fundraising of is being arranged by the Company's placing agent, CMC Markets Plc, trading as CMC CapX.

The net proceeds will be used to fund Empyrean’s investment commitment under the BHoA of €555,400 (approximately £476,672) with remaining funds to be used for the Company’s general working capital purposes.

Capital Access Window 

Following the recent amendments to the AIM Rules for Companies, the Company intends to utilise the newly introduced Capital Access Window facility in connection with the Proposed Fundraising.  

The AIM Rules Capital Access Window facility provides the Company with a voluntary mechanism to implement a temporary pause in trading in its securities, and the Company has elected to utilise this facility in order to achieve pricing stability during the Proposed Fundraising.

Accordingly, trading in the Company's Ordinary Shares will enter a Capital Access Window trading halt with effect from 7.30 a.m. today. The Company will provide a further announcement in due course.

For further information please visit www.empyreanenergy.com or contact the following: