Proposed Placing and Subscription to raise approximately US$20 million (£14.8 million) and Open Offer to raise up to approximately US$4 million (approximately £3 million)

Chariot, the Africa focused energy company, today announced its intention to provide acquisition funding for an oil producing asset offshore Angola. To part finance the acquisition, Chariot is undertaking a fundraise by way of an equity placing and a direct subscription of, in aggregate, approximately US$20 million (£14.8 million) net of expenses, and an open offer of up to approximately US$4 million (approximately £3 million). The Company expects to issue approximately 1,132,275,133 New Ordinary Shares pursuant to the Placing and the Subscription; and up to 225,449,336 New Ordinary Shares  pursuant to the Open Offer, in each case at an issue price of 1.4 pence per share.

In addition, investors in the Fundraising will receive one warrant for every New Ordinary Share issued pursuant to the Fundraising. Each Warrant shall entitle the relevant warrantholder to subscribe for one Ordinary Share at an exercise price of 2.4 pence and will expire on 9 April 2029.

Highlights:

• Chariot is working alongside Shell Trading to support Etu Energias S.A. (“Etu Energias”), a 100% owned Angolan E & P company, to secure a material interest in producing assets offshore Angola
• Chariot is providing funding to Etu Energias in connection with Etu Energias’ acquisition of a working interest in Blocks 14 and 14K offshore Angola with production of circa 8,000 barrels of oil per day (“bopd”) (the “Transaction”)
• As a result of the Transaction, and in exchange for providing the initial funding, Chariot will be entitled to the economics associated with material production from the working interest to be acquired equivalent to up to 4,000 bopd
• In addition to the funding provided by Chariot, Shell Western Supply and Trading Ltd (“Shell Trading”) is providing an acquisition financing package of up to US$170m (the “Shell Facilities”) in return for future offtake barrels
• This marks a new era for Chariot’s upstream business by introducing an economic exposure to a producing asset with strong cashflow into the portfolio
• The net proceeds of the Fundraising will be used to:
  • Part finance the acquisition of the working interest;
  • Cover the costs involved with the Transaction;
  • Provide additional corporate working capital
• As part of the Subscription, certain Directors and senior managers of the Company intend to subscribe for Subscription Shares for approximately US$2.7 million (£2.0 million), of which Adonis Pouroulis intends to subscribe for approximately US$2.5 million (£1.9 million)
• As part of the Fundraising, the Company proposes to raise up to approximately US$4 million (approximately £3 million) by the issue of Open Offer Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price. The Open Offer will be on the basis of 1 Open Offer Share for every 7 Existing Ordinary Shares held1
• Following the close of the Bookbuild, the Company expects to send the Circular, containing a notice of General Meeting, on or about 23 February 2026. Full details of the Open Offer, a proxy form and (where applicable) an Open Offer application form will also be included within, or sent with, the Circular

Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot, said:
“In working alongside Shell Trading to fund this deal we are accessing the opportunity to secure a transformational transaction in a prolific producing asset offshore Angola. Shell Trading is providing a substantial acquisition finance package in exchange for offtake barrels, Etu Energias is securing additional production and further cementing its position as a prominent Angolan E & P player and by part financing this acquisition, we will have a substantial economic exposure to cash generative assets that have significant upside.

With this transaction, we are working with a pre-eminent partner in Etu Energias and delivering on our stated objective of building out our upstream business. As set out last year, we re-scoped our strategy to encompass oil production assets, thereby widening our investment case across the full value chain. These assets are highly attractive, combining a strong production profile with substantial development value, and we are delighted to be working alongside Etu Energias with Shell Trading, providing acquisition financing and offtake as part of the transaction structure. Together, we have a great balance of extensive local knowledge, deep funding capability and a wide technical network. Importantly, this marks a strategic first step into Angola’s oil sector for us. We very much look forward to finalising this transaction as well as future opportunities that this collaboration could unlock.”

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