Schedule One - 1947 Oil and Gas plc | RNS | Ticker

Schedule One - 1947 Oil and Gas plc

RNS Announcement

RNS Number : 2632P

AIM

05 August 2026

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

1947 Oil & Gas plc ("1947" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office Address:

44 Russell Square

London

WC1B 4JP

United Kingdom

Principal trading address:

820 Gessner Road

Houston

Texas

77024

United States of America

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

From Admission the following website will include AIM Rule 26 disclosures.

www.1947plc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company was incorporated in England and Wales to acquire, operate and develop producing oil and gas assets with a focus on generating near-term cash flow and progressive shareholder returns. The Company's founding strategy is centred on identifying mature, cash-flowing hydrocarbon portfolios that benefit from low-cost development opportunities overlooked by larger operators, and from which the Company can build a meaningful and scalable production base.

In connection with Admission, the Company has entered into a conditional agreement to acquire Renaissance Offshore, LLC ("Renaissance"), a privately held, Houston-based oil and gas production company with interests in eleven fields located in the shallow-water Gulf of America (the "Acquisition"). The Acquisition, which will complete upon Admission, represents the Company's first asset and provides an immediate, material production base from which to pursue its broader growth objectives.

The portfolio comprises interests in 23 platforms and 88 operated wells, with varying working interest of up to 100 per cent. each.

The Company has a wholly-owned subsidiary, 1947 Renaissance LLC ("1947 LLC") which, upon completion of the Acquisition on Admission, will own Renaissance. As the Company executes its proposed acquisition pipeline, additional operating subsidiaries may be incorporated or acquired to hold future assets, in each case as wholly-owned subsidiaries of the Company.

Following the Acquisition, the Company's main country of operation will be the United States of America.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 1 pence each in the share capital of the Company ("Ordinary Shares") to be admitted: TBC

Issue price per ordinary share: 10 pence

No Ordinary Shares will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: Approximately £50 million

Anticipated market capitalisation on Admission: Approximately £65 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Timothy (Tim) Scott Duncan, Executive Chairman (to be appointed prior to Admission)

Brian Paul Romere, Co-President and Chief Financial Officer (to be appointed prior to Admission

Ivan James Bowen Murphy, Co- President and Founder

Jeffrey (Jeff) Robert Currie, Non-Executive Director and Founder

Andrew Paul Richards, Independent Non-Executive Director

Stephen Michael Bullock, Independent Non-Executive Director (to be appointed prior to Admission)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Percentage of issued share capital before Admission	Percentage of share capital after Admission
Wexford Funds†	15.55%	TBC
Jeffrey Currie*	14.98%	TBC
Oak Securities Limited	10.58%	TBC
Everblue 2020 1 LLC	8.29%	TBC
Canoe Energy Plus Fund	7.52%	TBC
Canoe Energy Alpha Fund LP	7.52%	TBC
Ivan Murphy *	6.22%	TBC
Tim Duncan*	4.15%	TBC
Bradley Radoff	4.15%	TBC
RAB Capital	3.94%	TBC
HF Fund LP	3.84%	TBC
*denotes director of 1947 on Admission † Wexford Spectrum Trading Limited, Wexford Catalyst Trading Limited and Wexford Focused Trading Limited (together, the "Wexford Funds") are all private investment funds managed by Wexford Capital LP.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Tim Duncan and Brian Romere, both of whom will be appointed as Directors prior to Admission, have a personal interest in the Acquisition in that both have interests in Renaissance Offshore Holding LLC (the "Vendor"), being the vendor of the membership interests in Renaissance to 1947 LLC.

Mr Duncan has a 1.5% interest in the Vendor and Mr Romere has a 7.0% interest in the Vendor. Accordingly, it is expected that they will receive a share of the net cash proceeds of the Acquisition received by the Vendor in proportion to their respective interests.

All negotiations in relation to the Membership Interest Purchase Agreement ("MIPA"), being the principal document governing the Acquisition, were conducted on behalf of the Company by Directors other than Mr Duncan or Mr Romere, and the MIPA was approved by the Board and executed by the Company and 1947 LLC prior to Mr Duncan or Mr Romere's proposed appointment as Directors of the Company, which will occur prior to Admission.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) No historical financial information on the Company. Audited numbers are available in the admission document for Renaissance for the three years ending 31 December 2023, 2024 and 2025.

iii) unaudited interims for the six-month period ended 30 June 2026 (Renaissance only), to be announced on or before 30 September 2026; audited accounts for the year ending 31 December 2026, to be announced on or before 30 June 2027; and unaudited interims for the six-month period ended 30 June 2027, to be announced on or before 30 September 2027

EXPECTED ADMISSION DATE:

Late August 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

NAME AND ADDRESS OF BROKERS:

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

Oak Securities (a trading name of Merlin Partners LLP)

90 Jermyn Street

London

SW1Y 6JD

Cavendish Capital Markets Limited

1 Bartholomew Close

London

EC1A 7BL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document will be available free of charge from the Company's registered office and at the offices of SP Angel Corporate Finance LLP at Prince Frederick House, 35-39 Maddox Street, London, England, W1S 2PP, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and shall remain available for at least one month after Admission. An electronic version of the admission document will also be available to download from the Company's website at www.1947plc.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

5 August 2026

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - 1947 Oil and Gas plc
Time: 07:00:06
Date: 5 Aug 2026
Category: Capital structure
ID: 2632P