• Conditional two tranche placing of new ordinary shares and warrants to raise up to approximately US$140 million to fund Phase 1 of Sea Lion
• Proposed open offer of new ordinary shares

Rockhopper Exploration, the oil and gas company with key interests in the North Falkland Basin, has received firm commitments to raise up to approximately US$140 million (approximately £105 million), before expenses, by way of a conditional placing of up to 198,207,354 new Ordinary Shares and 49,551,833 Underwriting Warrants at an issue price of 53 pence[1] comprising:

• a firm placing of 162,813,189 Firm Placing Shares and 40,703,294 Firm Underwriting Warrants to raise approximately US$115 million at the Issue Price, conditional upon inter alia the occurrence of a final investment decision in relation to Phase 1 of the development plan for the Company's Sea Lion field, to be effected using the authorities to issue and allot new shares granted to the Directors by Shareholders at the Company's annual general meeting held on 27 June 2025 (the "Firm Placing"); and
• a conditional placing of 35,394,165 Conditional Placing Shares and 8,848,539 Conditional Underwriting Warrants to raise approximately US$25 million at the Issue Price, conditional upon inter alia the passing of the Resolutions at a general meeting of the Company (the "General Meeting") and the occurrence of a final investment decision in relation to Phase 1 of the development plan for the Company's Sea Lion field.

Members of the public are not entitled to participate in the Placing.

The Issue Price represents a discount of approximately 13.3 per cent. to the volume-weighted average price of 61.14 pence per Existing Ordinary Share for the 30-day period ended 30 July 2025.

The Company considers it important that existing Shareholders who are not participating in the Placing are given an opportunity to acquire new Ordinary Shares at 53 pence. The Company therefore confirms its intention to provide existing Shareholders with the opportunity to subscribe for new Ordinary Shares at 53 pence pursuant to an Open Offer to be announced on or around the date of Admission, which is currently expected to occur by the end of 2025. Pursuant to the Open Offer, the Company will seek to raise gross proceeds of up to €8 million (approximately US$9.2 million).

The making of the Open Offer is conditional upon the approval by Shareholders at the General Meeting. The Open Offer will include an excess application facility to enable Shareholders to apply for additional new Ordinary Shares in excess of their basic entitlements under the Open Offer.

The net proceeds of the Placing and Open Offer are expected to fund Rockhopper's proportion of the capex required for the Phase 1 development plan for the Sea Lion oil field in the North Falklands Basin ("Sea Lion"). The Phase 1 scope is over the northern development area of Sea Lion and is designed to recover 170 mmbbls of gross 2C resource through the drilling of seven oil producer wells, one gas injector and three water injector wells ("Phase 1 of the Sea Lion Development or "Phase 1"). Navitas Development and Production Ltd ("Navitas"), an indirect subsidiary of Navitas Petroleum LP, the operator of Sea Lion, estimates the total post-FID funding requirement as US$1.658 billion to the point of first oil production ("First Oil") and US$2.058 billion to project completion on Phase 1 of the Sea Lion Development. US$1 billion of the cost to project completion is expected to be funded through a senior secured debt financing package. The base equity requirement under the project financing to project completion, once all fees, interest charges, contingencies and post-First Oil revenues have been taken account of, is US$790 million. Under the previously disclosed loan agreements between Navitas and Rockhopper, the Rockhopper share of this is US$92 million. In addition, Rockhopper will need to provide for an additional US$10 million of cost overrun equity support, bringing the total Rockhopper project equity requirement to US$102 million. The remaining proceeds will go towards the contingent early project failure decommissioning funding requirement, which Rockhopper currently estimates its net cost to be approximately US$25 million, and other ongoing working capital requirements. 

The Company expects that the proceeds of the Firm Placing will be sufficient for Rockhopper to take FID in respect of Phase 1 of the Sea Lion Development. Given the importance of the overall Sea Lion development to Rockhopper, the Board has concluded that it is prudent and in the best interests of all Shareholders to raise additional funds as described below in order to provide further financial flexibility and to ensure, in so far as is possible, that further equity raises should not be required between FID and project completion of Phase 1.

The Board believes it could be possible to sanction the second phase of the Sea Lion Project relatively quickly after First Oil on Phase 1 depending on field performance, oil prices at the time, and various other project assumptions being positively met. Based on data contained in the senior debt lending case, it is currently envisaged that the second phase, and all subsequent phases, will be self-financing using excess cashflows once Phase 1 is on production.

Sam Moody, CEO of Rockhopper Exploration plc said:
"Having discovered Sea Lion some 15 years ago, we are obviously delighted to be able to announce this equity fundraise, which we are confident puts Rockhopper in the strongest possible position to take FID by the end of this year and to reach project completion of the first phase of Sea Lion with no additional equity dilution. We look forward to continuing to work with and support Navitas in its role as Operator in bringing Sea Lion onto production and finally crystalising the value in the asset for all of our stakeholders."

Map source: KeyFacts Energy

Background to Rockhopper and the Sea Lion Project

Rockhopper Exploration is an AIM-quoted oil and gas exploration and production company based in the UK with key interests in the Falkland Islands. It was established in 2004 and admitted to trading on AIM in August 2005. Rockhopper's current market capitalisation is approximately £462 million.

Since 2004, the Company has built a portfolio of licences in the North Falkland Basin, containing Sea Lion and satellite discoveries. The Company discovered Sea Lion in May 2010 and went on to appraise and flow-test the field during the remainder of 2010 and 2011, as operator with a 100 per cent. working interest. Sea Lion is accordingly well appraised and has been the subject of many years of sub-surface, facilities engineering and pre-development work.

In 2012, the Company farmed down 60 per cent. and operatorship of its licence interests in the North Falkland Basin, including Sea Lion, to Premier Oil. From 2012 to 2021, Premier Oil undertook various pre-development activities including front end engineering and design and other studies with the aim of developing the field. Premier Oil submitted an 'Environmental Impact Assessment' and draft 'Field Development Plan' to FIG. The 'Environmental Impact Assessment' was accepted by FIG in 2020. Furthermore, significant efforts were historically expended to secure financing for the Project.

In March 2021, Premier Oil was acquired by Chrysaor Holdings Limited to create Harbour Energy. As part of the acquisition, Harbour Energy conducted a strategic review of Premier Oil's asset portfolio and concluded in September 2021 that Sea Lion, amongst other development assets it was acquiring, was not a strategic fit for the enlarged business. As a result, Harbour Energy decided to exit its interests in the Falkland Islands.

In April 2022, Rockhopper announced that legally binding agreements had been reached for Navitas to acquire the subsidiary of Premier Oil that held all of its Falkland Islands licences and an immediate further realignment of interests such that Navitas held 65% and operatorship, with Rockhopper retaining 35% across the North Falklands licence areas. As part of the transaction, Navitas agreed to provide the following loan funding to Rockhopper:

• the majority of Rockhopper's share of Sea Lion Phase 1 related costs from transaction completion up to FID are funded through a loan from Navitas with interest charged at 8% per annum (the "Pre-FID Loan").  Certain costs, such as licence costs, are excluded; and
• subject to a positive FID, Navitas will provide an interest free loan to Rockhopper to fund two-thirds of Rockhopper's share of Sea Lion Phase 1 development costs (for any costs not met by third party debt financing) (the "Post-FID Loan").  Certain costs, such as licence costs, are excluded.

Funds drawn under the Pre-FID Loan and the Post-FID Loan will be repaid from 85% of Rockhopper's working interest share of free cash flow.

[1] US$0.706 using the prevailing rate of exchange quoted by Bloomberg at 4 p.m. (London time) on 29 July 2025

KeyFacts Energy: Rockhopper Falkland Islands country profile