RNS Announcement

1 December 2025

AIM: SYN

Proposed Sale of 50% Working Interest in Cambay PSC, India

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Proposed return of capital to shareholders

and

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Synergia Energy Ltd (ABN 50 078 652 632) (Company) will be held at Vigo Consulting, 78-79 New Bond Street, London, W1S 1RZ, United Kingdom on 29 December 2025 at 10.00am (GMT) / 6.00pm (AWST) to conduct the business set out below.

Attached is a copy of the Notice of Meeting containing an explanatory Letter from the Chairman and details of the resolutions to be proposed. 

For and on behalf of Synergia Energy Limited

Allison Pacinotti Company Secretary

For further information, please contact:

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

1 December 2025

Letter from the Chairman

To Shareholders, persons with information rights in the Company, and, for information only, to holders of options over Ordinary Shares,

Dear Shareholder,

Proposed Sale of 50% Working Interest in Cambay PSC, India

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Proposed return of capital to shareholders

and

Notice of General Meeting

1.1 Introduction

On  4 July 2025, the Company announced the proposed execution of a sale and purchase agreement (the "Sale and Purchase Agreement") for the sale of its 50% working interest in the Cambay PSC, onshore India, to Selan Exploration Limited (the "Transaction"). The Transaction is conditional, pursuant to Rule 15 of the AIM Rules on the consent of its shareholders in a General Meeting. In addition, the Company announces its intended cancellation of the admission of its Ordinary Shares to trading on AIM (the "Cancellation"). It also announces an initial outline of a return of capital to Shareholders, in connection with the proposed Cancellation.

After careful consideration of the merits of the Company's continued participation in the joint venture with Selan concerning the Cambay PSC, the Board has concluded, for the reasons set out in paragraph 6.2 below, that it is in the best interests of the Company and its Shareholders to sell the Company's 50% working interest in the Cambay PSC to Selan. Subject to the approval of the Transaction by Shareholders, the Company will execute the Sale and Purchase Agreement and submit a Deed of Assignment to the Government of India to transfer the Company's 50% working interest in the Cambay PSC to Selan. The details of the Transaction are laid out in paragraph 1.9 below.

In addition, for the reasons set out in paragraph 1.3 below, the Board has concluded that it is in the best interests of the Company and its Shareholders to seek the Cancellation. This letter sets out the reasons for, and implications of, the proposed Cancellation, and provides further details on the expected processes. The Cancellation is conditional upon Resolution 1 being passed at the General Meeting to be held at 10.00am (GMT) on 29 December 2025, notice of which is set out at Part 1 of this document. Subject to the approval of the Cancellation, the Company will take steps to cancel the admission of its Ordinary Shares to trading on AIM, such that the Ordinary Shares will no longer be admitted to trading on any regulated exchange or a multilateral trading facility in the United Kingdom. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 7 January 2026. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting. Pursuant to Rule 41 of the AIM Rules, the Company, through its Nominated Adviser, SP Angel, has notified the London Stock Exchange of the date of the proposed Cancellation.

The purpose of this document is to explain the background to, and the reasons for, the Proposals and to explain the consequences of the Proposals and provide reasons why the Directors consider the Proposals are in the best interests of the Company and its Shareholders as a whole.

1.2  Reasons for the Transaction

Synergia entered into a Farm In / Farm Out joint venture agreement (the "FIFO" Agreement) with Selan (the "JV") on 14 February 2024. The FIFO Agreement completed on 1 August 2024 after Government of India granted approval on 19 July 2024. An associated Joint Operating Agreement governs how the PSC is run with Selan as nominated lead joint operator.

Synergia entered into the JV with Selan on the understanding that there would be a rapid development of the 205 BCF of P50 gas reserves in the Eocene reservoir on the Cambay PSC, with two vertical wells to be followed by a horizontal, multi-stage fracked well as part of an agreed US$20 million work program through which Selan would carry Synergia's costs.

Due to the lack of availability of suitable drilling rigs, to date six legacy wells have been worked over and the drilling of new wells only commenced in November 2025. The lack of incremental production Synergia anticipated from the drilling of new wells from Q4 2024 onwards led to Synergia being forced to undertake two fund raises (5 November 2024 - £632,500, and 24 February 2025 - £750,000) to cover ongoing costs and overheads. These fundraises were undertaken under adverse market conditions and led to a significant reduction in share value.

Taking into account the likely drilling and completion time for the first new well and the time to bring new production onstream, the Synergia Board considered the risk of needing to undertake additional fund raises with the subsequent associated value destruction for shareholders too significant, particularly since the Company has insufficient cash reserves to weather geological or well construction failures. 

The Company also proposed a Cambay Basin CCS scheme Pilot Project to the Government of India whereby the extensive Olpad Formation which underlies the hydrocarbon-bearing reservoirs in the Cambay Basin would be used to sequester significant volumes of CO₂. The Company awaits government approval and funding for the Pilot Project and a Synergia operated Cambay CCS Scheme is accommodated in the proposed Sale and Purchase Agreement. However, there is currently no visibility as to when the Government of India approval for the Cambay CCS Scheme will be forthcoming. 

Although the Company remains enthusiastic with respect to the Cambay PSC potential, having engaged with Synergia's largest shareholder, RIM, the Board has concluded that a sale of the Company's working interest in the PSC and a subsequent return of funds to shareholders is in shareholders' best interests. Pursuant to AIM Rule 15, the Transaction will result in a fundamental change of the Company's business. Details of the Transaction are noted in section 1.9.

Completion of the Transaction is subject to both shareholder approval and Government of India approval.  The aggregate value of the proposed Transaction is US$14 million to be paid in two tranches, the first being US$6.5 million upon completion of the Sale and Purchase Agreement with the second tranche of US$7 million being 12 months after completion. The Company received an initial US$0.5m payment from Selan after a Heads of Terms was executed as announced by the Company on 4 August 2025.

1.3 Reasons for the Cancellation

Synergia is an Australian company whose shares are admitted to trading on the AIM Market of the London Stock Exchange in the UK. The Company is managed from the UK. The Company's current interests are its 50% working interest in the Cambay PSC, the associated Cambay CCS scheme and its UK Medway Hub Camelot CCS project.

The Company have been evaluating all possible means of reducing the cost base of the business in order to extend the Company's cash runway as much as possible without compromising governance arrangements. To this end, the Company has deferred the non-executive directors and CEO's salaries and consolidated advisors. In addition, the UK CCS project has been placed into a "care and maintenance" mode while the Company brings a new joint venture partner on board to replace Harbour Energy. In addition, the Cambay PSC operating costs and the cost of the Synergia India Project Team are being carried by Selan.

Notwithstanding the considerable cost reductions already achieved as described above, the Company's most significant cost driver is currently associated with its listing on AIM. The Board has extensively reviewed and evaluated the benefits and drawbacks for the Company and its shareholders in retaining the admission to trading of the Ordinary Shares on AIM. The Board has concluded that the continued admission to trading of the Ordinary Shares on AIM is not in the shareholders' best interests and that the Cancellation is in the best interests of the Company and its shareholders as a whole, for the following reasons:

·    Costs and regulatory burden: the considerable cost and management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM is, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading on AIM. Given the lower costs associated with private limited company status, the Cancellation is expected to substantially reduce the Company's administrative, broking and professional advisor costs thereby maximising the return of proceeds from the sale of the Cambay PSC working interest to shareholders.

·    Access to appropriate finance: the Board is of the opinion that raising further significant equity through the public market would be challenging in the medium term and would be value-destructive to the majority of shareholders. The Board has concluded that as a private company it may have broader access to specialist investors and enhance the ability of the Company to raise the capital required to fund its activities and overheads.

·    Shareholder reset: many long-term shareholders have seen a decline in share value as a result of a general capital market weakness. The Board believes proposed de-listing from AIM will provide the flexibility to achieve a re-set of shareholdings such that shareholders will benefit from a return of capital and have the option to sell down via a share buy-back scheme. In addition, delisting will provide the opportunity to implement a share consolidation and shareholding rationalisation.

The Company has also reviewed its strategy as detailed in paragraph 1.5 below and remains committed to its CCS interests in the UK and India and will additionally continue to assess oil and gas development opportunities in India.

1.4.    Principal effects of the Cancellation

The Company welcomes all Shareholders who wish to remain Shareholders of the Company in the event of Cancellation. However, the Directors are aware that certain Shareholders may be unable, or unwilling, to continue to hold shares in a private company in the event that the Cancellation is approved and becomes effective. Such Shareholders may consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective. Alternatively, should the Cancellation become effective, the Company is seeking to implement a Matched Bargain Facility to facilitate the buying and selling of Ordinary Shares between Shareholders and new investors by matching buyers and sellers through periodic auctions.

The principal effects of the Cancellation and Matched Bargain Facility are set out in Appendix 1.

1.5 Strategy Re-focus Following the Proposals

The Company will re-focus its activities following the Proposals and will:

·    Strive to progress the UK Medway Hub Camelot CCS project and install a new joint venture partner to replace Harbour Energy on the CS019 Camelot CCS licence

·    Seek to manage the return of capital to shareholders via a share buy-back scheme (see further details below)

·    The India Project Office will manage the exit from the Cambay PSC and recovery of proceeds and withholding taxes

·    Progress the Cambay Basin CCS Scheme with regulatory authorities and the Government of India

·    Seek to identify additional oil and gas development opportunities, primarily in India leveraging off the experience and expertise of the IPO team

1.6 Cancellation Process

Under the AIM Rules it is a requirement that, unless the London Stock Exchange agrees otherwise, the Cancellation must be conditional on the approval of not less than 75 per cent. of votes cast by shareholders at a general meeting. In addition, any AIM quoted company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date.

The Board are hereby convening the General Meeting to vote on the Cancellation Resolution and have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 29 December 2025. Accordingly, the Directors (through the Company's nominated adviser, SP Angel) have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the admission of the Ordinary Shares to trading on AIM. The Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution and a dealing notice has been issued.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 6 January 2026 and that the Cancellation will take effect at 7.00 a.m. 7 January 2026.

Upon the Cancellation becoming effective, SP Angel will resign as nominated adviser to the Company, and the Company will no longer be required to comply with the AIM Rules.

1.7 Return of Capital to Shareholders

It is the Company's intention to return capital to shareholders with the proceeds arising from the Transaction and the Company is currently assessing various options to do so in a fair and equitable way.

The return of capital to shareholders will likely occur in two stages due to the proceeds from the Transaction being in two tranches, 12 months apart.

Further details on the mechanics and terms of the return of capital will be made available following completion of the Transaction.

1.8 Matched Bargain Facility

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation.

To the extent that Shareholders have not sold their shares on AIM before the Cancellation takes effect and should the Cancellation Resolution be approved by Shareholders at the General Meeting, the Company is seeking to implement a Matched Bargain Facility. Further details will be communicated to the Shareholders at the relevant time, but it is planned that the Matched Bargain Facility is implemented as soon as possible following the Cancellation and be maintained for a minimum of 12 months following the Cancellation.

Further details are provided in Appendix 1 to the Notice of Meeting.

1.9 Transaction details

The Company proposes the Sale of its 50% Working Interest in Cambay PSC, India to Antelopus Selan Energy Limited ("Selan") for a total consideration of US$14 million, including US$0.5 million received on signing of Heads of Terms, and the remainder payable in two tranches:

Tranche one: The Company will receive cash of US$6.5 million subject to tax on completion of the Sale and Purchase Agreement.

Tranche two: The Company will receive cash of US$7.0 million subject to tax, twelve months following the date of completion of the Sale and Purchase Agreement.

Should shareholder approval for the Transaction be given at the General Meeting, the Company will submit a Deed of Assignment to the Directorate General of Hydrocarbons for approval which will trigger the Completion of the Transaction.

The book value of the 50% Working interest in Cambay PSC as at 30 June 2025 was US$11.2 million. Operating losses attributable to the asset in the year to 30 June 2025 was US$0.5 million.

The Transaction is subject to shareholders' approval at the General Meeting details of which are set out below.

The Transaction is also subject to approval from the Government of India and subject to Selan establishing a bank guarantee for the deferred payment in a format suitable for the Company.

1.10 Recommendation

The Board considers the Transaction and the Cancellation to be in the best interests of Shareholders as a whole. Accordingly, the Board makes the recommendation for shareholders to vote their Ordinary Shares in favour of the Resolutions.

1.11 General Meeting and Actions to be Taken

The Transaction and the Cancellation require the passing of Resolutions 1 and 2. Accordingly, a Notice of the General Meeting convening a meeting to be held at Vigo Consulting, 78-79 New Bond Street, London, W1S 1RZ, United Kingdom on 29 December 2025 at 10.00am (GMT) is set out at Part 1 of this document.

Whether or not you propose to attend the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it, duly signed, together with any power of attorney under which it is executed, as soon as possible but in any event so as to arrive not later than 10.00am (GMT) on 23 December 2025. Completion and return of a Form of Proxy will not preclude a member from attending and voting at the General Meeting should they so wish.

Yours faithfully,

Joe Salomon, Chairman

Business of the General Meeting

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purposes of Rule 15 of the AIM Rules for Companies, the Transaction (as defined in the Glossary), on the terms and subject to the conditions of the Sale and Purchase Agreement (as defined in the Glossary) be and is hereby approved and that the board of directors (or a duly constituted committee of the board of directors) of the Company be and are hereby authorised to take such steps as they may in their absolute discretion think fit in order to implement and give effect to the Sale and Purchase Agreement, and any related documentation to give effect to the Transaction, including approving such variations or amendments to the Sale and Purchase Agreement (or any transaction documents referred to therein) and doing such other acts and things as they may in their absolute discretion consider to be necessary or desirable in order to implement and give effect to the Transaction and/or any matter incidental to the Transaction."

A voting exclusion statement applies to this Resolution.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"That, subject to the passing of Resolution1, for the purposes of Rule 41 of the AIM Rules for Companies, and for all other purposes, the cancellation of the admission of the Company's ordinary shares to trading on AIM, a market of that name operated by the London Stock Exchange plc, as detailed in the Letter from the Chairman, be and is hereby approved and that the directors of the Company be and are hereby authorised to take all steps which they in their absolute discretion consider to be necessary or desirable in order to effect such cancellation."

A voting exclusion statement applies to this Resolution.

Voting Exclusion for Resolutions 1 and 2:

The Company will disregard any votes cast on the Resolutions by a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolutions are passed, and any associate of those persons (as applicable). The Company need not disregard a vote if:

·          a person as proxy or attorney for a person who is entitled to vote on the Resolutions, votes in accordance with directions given to the proxy or attorney to vote on the resolutions in that way; or

·          the Chair as proxy or attorney for a person who is entitled to vote on the Resolutions, votes in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or

·          a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity votes on behalf of a beneficiary provided the following conditions are met:

o    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolutions; and

o    the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Any beneficiary, not easily identifiable by the Company as a person to be excluded, should exclude themselves from voting on the relevant Resolution(s).

Other business

In accordance with Section 250S(1) of the Corporations Act 2001, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the General Meeting.

By order of the Board

Allison Pacinotti
Company Secretary

1 December 2025

Expected Timetable of Principle Events

Share Trading post-Cancellation

Cancellation

Prior to the Cancellation, shareholders will be able to buy or sell Ordinary Shares up to and including, the last day of dealings in the Ordinary Shares on AIM. As noted in the Letter from the Chairman, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 6 January 2026 and that the effective date of the Cancellation will be 7 January 2026.

Cancellation Considerations

The Board considers that, in deciding whether or not to vote in favour of the Cancellation, Shareholders should take their own independent advice and consider carefully the advantages and disadvantages of the Cancellation (including, but not limited to, those set out below) in light of their own financial circumstances and investment objectives. The Directors are aware that Shareholders may also wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation and accordingly intend to implement a Matched Bargain Facility.

The principal effects of the Cancellation will include the following:

(i)            there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange (other than the limited off-market mechanism that will be provided by the Matched Bargain Facility) and no price will be publicly quoted for the Ordinary Shares;

(ii)           in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

(iii)          the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM or any other recognised market or trading exchange;

(iv)         it is possible that, following the publication of this document, the liquidity and marketability of the Ordinary Shares may be significantly reduced and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is, in any event, limited);

(v)          the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply and the Company will no longer be required to comply with the AIM Rules (and accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules). In particular, and among other things:

a.   the Company will not be required to make any public announcements of price sensitive information or material events, announce its interim or final results, comply with any of the corporate governance practices applicable to AIM companies, announce substantial transactions and related party transactions, comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business, or maintain a website containing the information required by the AIM Rules;

b.   SP Angel Corporate Finance will cease to be the Company's nominated adviser and the Company will cease to retain a nominated adviser, and SP Angel Corporate Finance will cease to be the Company's broker and the Company will cease to retain a broker.

(vi)         the levels of disclosure and corporate governance within the Company may not be as stringent as for a company with shares admitted to trading on AIM;

(vii)        the Company will no longer be subject to UK MAR regulating inside information (among other things);

(viii)       the Company will no longer be subject to the Disclosure Guidance and Transparency Rules and will therefore, among other things, no longer be required to publicly disclose major shareholdings in the Company and changes to them, from time to time;

(ix)         whilst it is expected that the Company's CREST facility will remain in place immediately post the Cancellation becoming effective, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable following the Cancellation, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

(x)          the Board currently proposes to procure that the Company continues to maintain its website www.synergiaenergy.com and to post updates on that website from time to time, although as described above, Shareholders should be aware that there will be no obligation on the Company to include the information required under Rule 26 of the AIM Rules or to make announcements and/or update the website as required by the AIM Rules and there is no obligation on the Company or future Board directors to maintain the website or post updates to it;

(xi)         the Cancellation might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately;

(xii)        following the Cancellation, all transfers of Ordinary Shares will be liable for stamp duty or SDRT (unless a relevant exemption or relief applies to a particular transfer).

Matched Bargain Facility

To assist Shareholders that have not sold their Ordinary Shares on AIM before the Cancellation takes effect, should the Cancellation Resolution be approved by Shareholders at the General Meeting, the Company is seeking to implement a Matched Bargain Facility.

Further details will be communicated to the Shareholders at the relevant time, but it is planned that the Matched Bargain Facility will be implemented as soon as possible following the Cancellation and be maintained for a minimum of 12 months following the Cancellation. Shareholders should note that such Matched Bargain Facility may not remain in place for an extended period of time, if at all, following this initial 12 month period.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them, and their shareholding in the Company and whether or not to vote in favour of the Cancellation.

Glossary

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