THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 April 2026

RED CAPITAL PLC

Proposed Fundraise, Strategic Transition to Apertura Energy Plc, Proposed Directorate Changes

and

Intention to Convene a General Meeting

Red Capital Plc (LSE: REDC, "Red Capital" or the "Company"), the Main Market listed acquisition company, is pleased to announce that it has secured binding funding commitments of £1.6 million ("Proposed Fundraise"), in conjunction with a proposed change of acquisition and investment strategy of the Company.

Since listing in 2021, the Directors have continued to explore a number of opportunities where they believe there to be opportunities for the creation of shareholder value across certain sectors of focus including business services and technology.  During this time, the Directors have also remained open to attractive investment opportunities outside of the Company's original investment thesis. 

As part of this process, they have identified a compelling opportunity to partner with a leading management team and strategic investors focused on the energy sector, that will enable the Company to transition its strategic focus towards opportunities within Venezuela.

Highlights

·      Proposed placing and unsecured convertible loan note issuance ("CLN") commitments raising £1.6 million in aggregate

·     Proposed appointment of Scott Gilbert as Non-Executive Chairman and Greig Gilbert as Chief Executive Officer, British-Venezuelan executives, investors and entrepreneurs with over 35 years' combined experience building and leading energy and industrial businesses across Latin America and Africa

·   Strategic transition of the Company towards Venezuela, the world's largest hydrocarbon basin, now reopening to international capital for the first time in a generation

·     Creates a compelling opportunity to build a portfolio of Venezuelan energy assets of scale to establish the Company as a leading UK listed vehicle in the Venezuelan energy sector

·      Proposed change of name to Apertura Energy Plc, and change of TIDM to "VZLA"

·     Net proceeds raised from the proposed placing and CLN issuance used to underpin revised strategic focus of identifying and evaluating Venezuelan energy assets

David Williams, Chairman of Red Capital commented:

"I am delighted to have reached agreement with Scott, Greig and the wider Apertura team in partnering on this opportunity.  The opening up of the Venezuelan energy market is tremendously exciting and in Apertura we believe we have a highly credible team, with critical in-country experience of operating and growing assets within this sector."

Greig Gilbert, Proposed Chief Executive Officer commented:

"We see an exceptional opportunity to build a leading energy platform in Venezuela. As the market reopens, it brings renewed demand for capital, technology, equipment and operational expertise.

I am excited to lead Apertura's strategy through a disciplined buy-and-build approach, integrating upstream assets with services and infrastructure to create significant value and reduce execution risk.

With experience in investing in and leading businesses across the energy sector in Latin America, combined with a deep personal connection to Venezuela and a family heritage in the country's oil and gas sector spanning three generations, I am confident in our ability to deliver on this opportunity."

Proposed Fundraise

The Company has received binding commitments from certain strategic investors to invest £1.6 million in support of the Company's new strategy.  It is proposed that the £1.6 million is raised in two tranches as follows:

·      £0.75 million through a placing of 7.5 million ordinary shares of £0.01 par value each in the capital of the Company ("Shares") at a placing price of 10 pence per Share; £0.15 million will be raised immediately through existing authorities with £0.6 million subject to a to-be-convened general meeting of the Company

·      £0.85 million through an unsecured CLN, which shall convert at a price of 10 pence per Share

The CLN will be at zero coupon, and following the requisite shareholder approval at a general meeting of the Company as well as the approval by the Financial Conduct Authority ("FCA") and the Jersey Financial Services Commission ("JFSC") of a prospectus to be published in due course, will convert into an additional 8.5 million Shares.

In addition to the Proposed Fundraise, the Company will issue 1:1 warrants (the "Warrants").  The Warrants will be exercisable in whole in conjunction with completion of the Company's first investment or acquisition (the "Inaugural Transaction").  If not exercised at this point, further exercise windows will occur at the six, twelve and eighteen-month anniversaries of completion of the Company's Inaugural Transaction.  Any residual Warrants not exercised during these windows remain available to exercise up to expiry of the Warrants, being April 2031. The Warrants will be exercisable at a price of 10 pence per Share.

Further, it is proposed that the incoming management team of Scott Gilbert and Greig Gilbert ("Incoming Management") will subscribe for 3 million Shares in aggregate at nominal value ("Management Equity"), which shall also have 1:1 Warrants.

On the basis the Proposed Fundraise of £1.6 million completes following the passing of the requisite resolutions at a general meeting of the Company, as well as FCA and JFSC approval of a prospectus, a total of 19 million Shares will be issued alongside 19 million Warrants.

Apertura Energy and the Venezuelan energy sector

Venezuela holds the world's largest proven hydrocarbon reserves and a significant base of related energy infrastructure. Incoming Management believe that decades of under-investment, the departure of international operators, sanctions and operational decline have left a broad range of energy assets - upstream licenses, drilling and production infrastructure, midstream capability and related services - operating materially below their potential, with critical equipment, services capacity and technical capabilities having also been significantly reduced over time.

As the regulatory landscape evolves and international capital begins to re-engage with the country, the Directors and Incoming Management believe a generational opportunity exists to acquire high-quality Venezuelan energy assets at attractive valuations relative to their long-term intrinsic value, and to rehabilitate them using modern operating practices and targeted capital expenditure. In addition to capital deployment, this will require the restoration of in-country capabilities, including equipment, services and operational infrastructure. The gap between current activity levels and historic capacity represents, in Incoming Management's view, one of the most compelling risk-adjusted opportunities in the global energy sector today.

The Company intends to pursue its new strategy through a disciplined buy-and-build strategy, built on four pillars:

Quality energy assets - targeting a broad range of Venezuelan energy opportunities, including upstream interests, drilling and production infrastructure, drilling and well intervention capabilities, midstream capability and other related services, with existing capability and near-term value-unlock potential

Operational restoration - applying established industry practices and in-county operational expertise to rehabilitate under-invested assets and unlock embedded value

Local partnership - working alongside Venezuelan counterparties and the relevant authorities to ensure assets are developed within the regulatory framework

Disciplined capital allocation - pursuing acquisitions where risk-adjusted returns materially exceed the Company's cost of capital, and returning capital to shareholders where appropriate

In conjunction with the Company's change in strategy, it is proposed that the Company will undergo a name change to Apertura Energy Plc with the Company's TIDM changing to "VZLA".  Both changes are anticipated to take effect following passing of the requisite resolutions by shareholders at a general meeting of the Company.

Directorate change

As part of the Company's change in strategy and transition to the Venezuelan energy sector, it is proposed that Scott Gilbert is appointed to the Board as Non-Executive Chairman, and Greig Gilbert as Chief Executive Officer. 

Simon Webster will step down from the Board as Non-Executive Director with David Williams moving from Non-Executive Chairman to Non-Executive Director to continue to work with Scott and Greig in the delivery of the Company's new strategy.  It is anticipated that the directorate changes will take effect following approval of the Proposed Fundraise at the Company's general meeting.

In addition, the Company is in advanced discussions regarding the appointment of further Non-Executive Directors with deep Venezuelan energy and regulatory expertise. Further announcements regarding these proposed appointments will be made in due course.

Information pertaining to Scott Gilbert

Scott Gilbert is a British-Venezuelan investor, executive and entrepreneur. He is Chief Executive Officer of Corcel Plc (AIM: CRCL), an Africa and Latin America-focused oil & gas exploration and production company, and a co-founder of Group de Clermont Ltd, a family-owned investment holding company with interests in the energy sector across Africa and Latin America. Scott is also a co-founder and Non-Executive Director of AOT International Ltd and a Non-Executive Director of Conterp Group Plc. He brings almost 20 years of international oil and gas experience covering technical, commercial, M&A, leadership and executive roles.

Information pertaining to Greig Gilbert

Greig Gilbert is a British-Venezuelan investor, executive and entrepreneur. He is a co-founder of Group de Clermont, and currently serves as Chief Executive Officer of Conterp Group Plc, a leading onshore drilling and well intervention company with over 700 employees in Brazil and operations expanding across Latin America. Greig is also a co-founder and Non-Executive Director of AOT International Ltd, an oilfield technology company providing products and services to major exploration and production companies globally. He brings over 15 years of international business experience spanning manufacturing, commercial, M&A, corporate finance and executive leadership.

Intention to Convene a General Meeting

Completion of the Proposed Fundraise and change of the Company's name remain conditional on approval by shareholders of the Company of the requisite resolutions at a general meeting.  In addition, at the general meeting, shareholders will be asked to consider and approve certain amendments to the Company's memorandum and articles of association ("M&A") to increase the authorised share capital of the Company and incorporate provisions required by UKLR 13.2.1R(1) that the Company complete an initial transaction on or before 30 July 2027, otherwise it will cease operations.

Accordingly, the Company will be posting a notice convening a general meeting shortly, to be held at the Company's premises at 28 Esplanade, St. Helier, Channel Islands, Jersey JE2 3QA (the "General Meeting").

A copy of the notice of General Meeting and proposed new M&A will be available on the Company's website at: https://www.redcapitalplc.com/investors/ once the notice has been posted.

The Company will make further announcements in due course.

Inside Information

This announcement contains inside information as defined in Regulation (EU) No. 596/2014 on market abuse which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is made in accordance with the Company's obligations under article 17 of MAR. The person responsible for arranging the release of this announcement on behalf of Red Capital is David Williams, Chairman of Red Capital.

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