WTI (Aug) $73.21 -65c, Brent (Aug) $77.08 -82c, Diff -$3.87 -17c
USNG (July) $3.15 -10c, UKNG (July) 99.65p -0.07p, TTF (July) €42.145 +€0.375

Oil price

Oil is over two bucks down today as a number of agencies report an increased level of tankers transiting the Strait of Hormuz and Iran also said that there would be no tariffs or fees for the privilege of using the waterway.

As predicted the US retail gasoline prices are already falling, last week overall it was $3.914 per gallon down 13.8c, it is 56.1c lower m/m but still 70.1c up year on year.

The API inventory stats have already started to join the process, according to them crude drew only 765/- barrels last week whilst gasoline added 1.238m and distillates increased by 1.447m. Stocks at Cushing fell by 982/- barrels to 10.1m and the SPR dropped by 9.1m to a 40 year low. The EIA stats will be even more exciting than normal later…

Pharos Energy

Pharos has announced a recommended offer by Ratio Petroleum Energy LP to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Summary

The board of directors of each of Ratio and Pharos are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which Ratio will acquire the entire issued and to be issued ordinary share capital of Pharos. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Acquisition, Pharos Shareholders (where they qualified for the FY25 Final Dividend) will be entitled to receive a total value of up to 28 pence in cash per Pharos Share, comprising:

• 23.0683 pence in cash per Pharos Share (the “Cash Consideration”); plus
• 4.0 pence in cash per Pharos Share by way of special dividend to be paid from Pharos’ existing cash resources that the board of directors of Pharos intends to declare prior to completion of the Acquisition with the record and payment dates aligned with the corresponding dates for determining entitlements to, and payment of, the Cash Consideration due to Pharos Shareholders under the terms of the Acquisition (the “Special Dividend”); plus
• 0.9317 pence in cash per Pharos Share by way of the final dividend for the financial year ended 31 December 2025 that was declared on 25 March 2026 and is payable on 17 July 2026 to qualifying Pharos Shareholders who were on the register as at close of business on 12 June 2026 (the “FY25 Final Dividend” and together with the Special Dividend the “Permitted Dividends”).

Shareholder support

• Ratio has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Pharos Shareholders in respect of a total of 171,470,348 Pharos Shares representing, in aggregate, approximately 41.19 per cent. of Pharos’ existing issued ordinary share capital on the Latest Practicable Date.
• Ratio has also received irrevocable undertakings from each of the Pharos Directors who hold Pharos Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 2,380,289 Pharos Shares, representing approximately 0.57 per cent. of the existing issued ordinary share capital of Pharos on the Latest Practicable Date.
• Ratio has therefore received irrevocable undertakings in respect of a total of 173,850,637 Pharos Shares representing, in aggregate, approximately 41.76 per cent. of Pharos’ ordinary share capital in issue on the Latest Practicable Date.
• Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

Background and strategic backdrop to the Acquisition

• Pharos operates a small portfolio of producing, development and exploration assets in Vietnam (the TGT and CNV producing fields and exploration Blocks 125 & 126) and Egypt (the El Fayum and North Beni Suef Concessions).
• Under the leadership of Katherine Roe (CEO) and the executive team, Pharos over the past two years has secured licence extensions in Vietnam, obtained improved fiscal terms in Egypt (subject to Egyptian Parliamentary ratification), repaid all debt and recovered all outstanding receivables from the Egyptian government.

However, Pharos’ producing assets are mature, and hence the Pharos Directors have, over an extended period, been considering a number of strategic alternatives to add scale, strategic relevance and diversification to the portfolio. Various inorganic opportunities have been evaluated to try and deliver accretive long-term growth and improve the long-term positioning of the Pharos Group, given:

• the relative sub-scale nature of Pharos in a sector in which size, balance sheet flexibility and access to capital are increasingly critical to attract and execute material investment opportunities;
• the historical and persistent limited liquidity in Pharos’ Shares;
• the natural field decline at its mature TGT and CNV fields in Vietnam, and non-operated position at both El Fayum and North Beni Suef in Egypt; and
• the on-going challenges in securing a farm-in partner to enable the commitment drilling of an exploration well on Blocks 125/126.

The terms of the Acquisition and the process

• Having rejected a number of unsolicited proposals from Ratio earlier this year, since 4 March 2026, Pharos has provided information to Ratio in order to facilitate Ratio to conduct confirmatory due diligence. During this period of engagement heightened geopolitical volatility, including the outbreak of conflict in the Middle East, contributed to material movements in global commodity prices, leading to sector wide increases in E&P share prices. Against this backdrop, the Pharos Directors sought an improved offer from Ratio to reflect the strong cash flow generation driven by higher commodity prices and strong operational performance year to date. This improved offer was forthcoming on 8 June 2026, as per the terms outlined under “Summary” above.
• The agreed terms of the Acquisition delivers immediate and certain value in cash to Pharos Shareholders at a level which, in the unanimous view of the Pharos Directors, fairly reflects the future prospects of the business while removing the execution, commodity-price, operational, country and financing risks associated with the delivery of the standalone plan.

In considering the Acquisition, the Pharos Directors have also assessed:

• the deliverability and certainty of the Cash Consideration, including the form, sources and committed nature of Ratio’s financing and the limited conditionality of the Acquisition; and
• the alternative strategic options available to Pharos, including continued execution of the existing standalone plan, with a focus on monetising Pharos’ high impact exploration prospect, accelerated M&A using equity or debt, a strategic combination with another listed peer, and a sale or partial monetisation of one or more of the Pharos Group’s assets, none of which the Pharos Directors believe is reasonably capable of delivering value to Pharos Shareholders in cash, in the near term, in excess of the Acquisition;

Strategic rationale for the Acquisition

• Since it was established more than ten years ago as a global exploration vehicle for the Wider Ratio Energies Group (which itself has been operating in the exploration and production business for more than three decades), Ratio’s strategy targets regions with substantial untapped potential where no significant petroleum discoveries have yet been made. Ratio has the risk appetite for exploration, has a strong exploration team with a robust track record and has access to, low cost capital to invest in exploration activities.  Recently, a decision was made to also start investing in producing assets, and as such Ratio has identified Pharos as a significant opportunity.

Ratio believes a combination of Ratio and Pharos has strong commercial and strategic rationale:

• the Acquisition represents a compelling liquidity event for existing Pharos Shareholders, providing them with an attractive opportunity to receive cash and realise their investments at a time when Pharos’ Shares otherwise lack material trading liquidity;
• the combination of Ratio and Pharos would create a strong exploration and production business with a portfolio of interests across multiple jurisdictions and basins especially in the current market; the significant reputational backing of, and option for financial support by, the Wider Ratio Energies Group will provide the credibility and low cost capital to support growth and the development of the Combined Group’s assets; and
• a combination of the two businesses shall permit greater economies of scale with a reduced overhead base.

Recommendation

• The Pharos Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to Pharos Directors, Rothschild & Co has taken into account the commercial assessments of the Pharos Directors. Rothschild & Co is providing independent financial advice to the Pharos Directors for the purposes of Rule 3 of the Code.
• Accordingly, the Pharos Directors intend to recommend unanimously that Pharos Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) as the Pharos Directors who hold Pharos Shares have irrevocably undertaken to do, as noted above, in respect of their own beneficial holdings of 2,380,289 Pharos Shares representing, in aggregate, approximately 0.57 per cent. of the ordinary share capital of Pharos in issue on the Latest Practicable Date.

Timetable and Conditions

• It is intended that the Acquisition will be implemented by way of a scheme of arrangement between Pharos and Pharos Shareholders under Part 26 of the Companies Act (although Ratio reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Panel’s consent and compliance with the Code).

The Scheme shall be conditional on, among other things, the terms and Conditions set out in Appendix I to this announcement, including:

• the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Pharos at the Voting Record Time, in each case present and entitled to vote and voting, whether in person or by proxy, at the Court Meeting (or any adjournment of such meeting);
• the resolutions required to approve and implement the Scheme being duly passed by Pharos Shareholders representing the requisite majority or majorities of votes cast at the General Meeting (or any adjournment thereof);
• the satisfaction or waiver of the Regulatory Conditions in Vietnam and Egypt;
• the sanction of the Scheme by the Court with or without modification (but subject to any modification being on terms acceptable to Pharos and Ratio); and
• the delivery of a copy of the Court Order to the Registrar of Companies.

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Acquisition is expected to become Effective in H1 2027. The full terms and conditions of the Scheme and an expected timetable of principal events will be included in the Scheme Document.

The Scheme Document, containing further information about the Acquisition and the Scheme and notices of the Court Meeting and the General Meeting, will be distributed to Pharos Shareholders (along with the Forms of Proxy for use in connection with the Court Meeting and the General Meeting) as soon as reasonably practicable and within 28 days of this announcement. The Scheme Document will also be made available by Pharos on its website at https://www.pharos.energy/investors/offer.

Commenting on the Acquisition, Katherine Roe, Chief Executive Officer of Pharos, said:
“Over the last 23 months, the team has put Pharos in a position where this all cash offer is possible. Vietnam production and exploration license extensions have been delivered alongside the execution of a successful six well drilling campaign. In Egypt we have consolidated the concession agreement delivering improved fiscal terms and importantly we have recovered all outstanding receivables in country.  However, our producing assets are relatively mature and the future sustained growth of the business, which includes the exploration drilling of Blocks 125 and 126 in Vietnam needs significant investment from a scaled operator with an appetite for exploration risk, a track record of exploration success and with access to plentiful low cost capital. 

Many of our major shareholders, most of which have been invested for very many years, require liquidity at this stage of the company’s development, as reflected in the 41.76% irrevocables received.  This shareholder dynamic, alongside the advice on the financial terms of the Acquisition received from Rothschild & Co, means this is an offer which is recommended by the Pharos Board.”

A recommended takeover for Pharos at 28p of cash and dividends which is a 10% premium but with 42% of irrevocables and what is clearly a shareholder led bid will certainly go through. It is the duty of any board to act in the best interests of shareholders and today they have spoken and the Directors acted accordingly. 

The new team has worked wonders – they have ended the receivables from Egypt and started a drilling programme there which is fully funded by the company and the PSC consolidation was a great success.

In Vietnam the recent drilling programme has addressed the short term production decline and Pharos still has the potential upside from high value exploration on the 125 and 126 Blocks in the country but the current shareholders don’t have the appetite to drill it. But thereby hangs the problem, the CEO admits that those blocks ‘need significant investment from a scaled operator with an appetite for exploration risk, a track record of exploration success and with access to plentiful low cost capital’. 

The shareholders, I assume those with irrevocables submitted, ‘require liquidity at this stage of the company’s development’. I rest my case that the management team has done a great job, specifically this last year and with 20:20 hindsight they will obviously be proved right…

Commenting on the Acquisition, Itay Raphael, Chief Executive Officer of Ratio, said:
“We are pleased to announce our recommended offer for Pharos today. A combination of Ratio with Pharos makes strong strategic sense, creating a balanced production and exploration company with the reputation, scale, balance sheet strength and technical capabilities to unlock further opportunities from a combined quality asset base. Together with the support of the wider Pharos Group, the enlarged company shall be a platform for future value growth.

We believe this cash offer provides an attractive outcome for the shareholders of Pharos, as witnessed by the strong level of irrevocables we received representing 41.76 per cent of Pharos’ issued share capital. Our offer provides the certainty of a cash return at an attractive premium to the long-term share price and gives Pharos’ shareholders liquidity for their shares which has not been available in recent trading.”

Jadestone Energy

Jadestone has announced that the first well in the 2026 Malaysia infill drilling campaign on the PM323 PSC has been successfully drilled and brought online at ~3,000 bopd.

The 2026 Malaysia drilling campaign originally included two firm wells and a third contingent well targeting the southwest extension of the East Belumut field, which was identified in the 2023 infill programme. Based on the strong performance of the first well and the subsurface data gathered during drilling of the second well, the third well has now been confirmed and drilling has commenced. The Group’s 2026 capital expenditure guidance of US$50-80 million remains unchanged.

The first well in the 2026 campaign, EBA-18ST3, was drilled ~20% below budget. This is an excellent result considering the 1,200 metre horizontal reservoir section in the well at a total measured depth of 4,866 metres, the longest of any well drilled to date on the East Belumut field.

T. Mitch Little, Chief Executive Officer of Jadestone, commented:
“Our established operating capabilities in Malaysia, combined with our refreshed focus on operational excellence, have been further validated by the outcome of the EBA-18ST3 well. The result is an excellent start to this year’s drilling campaign and will significantly increase our Malaysia production in the near-term against the backdrop of strengthened Brent oil prices, with our most recent Malaysia oil sales attracting a US$14/bbl premium to Brent. 

Following on from the significant progress on our Vietnam project earlier this year and the successful debt refinancing, this is further evidence of a business that is executing on its plan and strategy. We look forward to updating the market further on the second well in the campaign in the near-future.”

This is a good result for Jadestone, the first Malaysian infill well has been successfully drilled, achieved production of  ~3,000 bopd and all at c.20% below budget. The second well has already been drilled with results to come but confidence can be taken from the fact that the third well has spudded.

More importantly it is worth noting that this programme has been identified by the safe and efficient drilling operations which will boost confidence and permeate throughout the portfolio.

CEO Mitch Little states that ‘our refreshed focus on operational excellence, have been further validated by the outcome of the EBA-18ST3 well and is an excellent start to this year’s drilling campaign and will significantly increase our Malaysia production in the near-term against the backdrop of strengthened Brent oil prices, with our most recent Malaysia oil sales attracting a US$14/bbl premium to Brent’. 

With this positive news from Malaysia, which adds to the well diversified portfolio as well as giving optionality across risk, Jadestone is building a very strong position in the area. Add the ongoing success at Akatara and the potential from Vietnam and the investment looks very attractive.

At the current share price, up another 3.5% today after gains of 26% over six months and 32% year on year there is plenty of upside. My target price of 75p is not unreasonable and it will remain in the  Bucket List in the current review period, no doubt. 

Angus Energy

Angus has announced a Proposed Restructuring, Proposed Fundraising to raise £3 million and Notice of General Meeting. 

• Conditional restructuring agreements signed with all key creditor groups, marking a transformational milestone in the Company’s development
• Balance sheet materially strengthened, enhancing liquidity and positioning the Company for long-term growth
• Successful Placing and Subscription, funding value-accretive capital projects including the restart of the Brockham BRX4Z well and contributing to the drilling of a Fourth Well at Saltfleetby
• Trafigura debt consolidated into a single facility, terminating on 31 March 2031, at a materially reduced cost of capital
• Amounts due under Revenue Share Agreements crystallised and converted into fixed debt and equity, removing a significant contingent liability
• All deferred consideration due to Forum converted to equity, simplifying and aligning the capital structure and materially reducing the Company’s debt burden and cost of debt
• Company to seek restoration of trading in the Company’s shares pending the passing of the Resolutions at the General Meeting 

Restructuring Update

The Company has signed conditional restructuring agreements with all key creditor groups, namely Trafigura, the Royalty Holders and Forum Energy Services Ltd. The conclusion of the Restructuring, which is subject to shareholder approval, represents a transformational milestone for the business, providing a clear, sustainable financial platform for the Company’s next phase of development. Further details of the Restructuring are set out below.

The Restructuring will materially strengthen the Group’s balance sheet, enhance liquidity and establish a more sustainable long-term capital structure. The agreement to settle the amounts due to the Royalty Holders removes a significant contingent liability, while the conversion of the deferred consideration due to Forum into equity further aligns key stakeholders with the Company’s long-term success. In addition, Trafigura has agreed to consolidate and extend its facilities at a reduced cost of capital, lowering financing costs and providing the Company with a stable and predictable repayment profile and enhanced financial flexibility.

The Restructuring is conditional on completion of the Fundraising, which will provide additional liquidity, support ongoing operations, including contributing towards the drilling of a Fourth Well, with the balance expected to be funded from cash flow, and ensures that the Company is appropriately capitalised.

Following its successful corporate and balance sheet restructuring, the Company is expected to emerge from the suspension of trading in its shares as a more financially secure and operationally attractive onshore oil and gas investment. The business is now positioned to generate sustainable cash flow, with clear opportunities for organic growth, supported by a favourable forward gas price environment. The shareholder-aligned management team has stabilised the business, delivered an operational turnaround, and is now focused on scaling production to realise the full value of its asset base.

The producing Saltfleetby gas field represents a long-life, high-quality asset, with 2P reserves of 21 Bcf and 2C resources of 17 Bcf. Management estimates a 2P NPV10 value of £67 million, with additional upside potential from identified future infill drilling well targets. Recent increases in gas production, combined with strong gas pricing and the roll-off of legacy low-price hedging arrangements, have materially improved net revenues, with further upside expected. Existing operational assets also provide established infrastructure to support cost-effective organic expansion.

Alongside the Restructuring, the Company has undertaken a conditional Fundraising of £3,000,000, the net proceeds of which will primarily be used to optimise operations at the Saltfleetby gas field and to accelerate the preparation, planning, and procurement of long-lead items for a fourth gas production well. Final investment decision (FID) for the drilling of the Fourth Well is targeted for Q4 2026, with the spud date of the well anticipated in Q1 2027, with an estimated cost of c.£6 million and an anticipated payback period of approximately 12 months. Whilst the Fundraising will contribute towards the preparation and long-lead items for the Fourth Well, the Company expects to fund the majority of the associated expenditure from operating cash flow. The Company is, however, also seeking specific headroom to raise equity for the Fourth Well as a contingency, providing additional financial flexibility and the option to deploy operating cash flows elsewhere within the business.

The Board remains confident in the underlying reserves and production potential of the Saltfleetby gas field and Brockham oil field and continues to evaluate opportunities to enhance production and strengthen the Company’s operational and financial position, including through well workovers, new drilling and potential strategic acquisitions.

Against this backdrop, the Board believes that the Restructuring, together with the proposed Fundraising, is in the best interests of the Company and its shareholders, positioning the business to deliver sustainable long-term value.

Fundraising

The Company has conditionally raised £3,000,000 million (before expenses) through the Placing and Subscription of 1,500,000,000 New Ordinary Shares at an issue price of 0.2p per share.

• The net proceeds of the Fundraising will move the Company from stabilised to cash-generative growth by:
• contributing to the drilling of a Fourth Well at Saltfleetby in Q1 2027, supporting a step-change in gas production;
• funding the Brockham workover to increase oil production;
• funding upgrades to the Saltfleetby facilities to support improved operational uptime; and
• supporting the completion of the Restructuring.

The Placing

The Company has conditionally raised £1.760 million (before expenses) by way of a conditional placing by OAK Securities, as agent to the Company, with institutional and other investors of 880,000,000 Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement. The Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 14 July 2026 (or such later date as OAK Securities and the Company may agree, being not later than 8.00 a.m. on 28 July 2026).

Under the terms of the Placing Agreement, OAK Securities, as agent to the Company for the purposes of the Placing, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Company has given certain customary warranties to OAK Securities in connection with the Placing and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify OAK Securities in relation to certain liabilities that it may incur in undertaking the Placing. OAK Securities has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular for a material breach of any of the warranties, upon the occurrence of certain force majeure events or upon the occurrence of a material change to or affecting the business of the Company. The Placing is not being underwritten.

As consideration for its services in connection with the Placing, the Company intends to issue OAK Securities with warrants over such number of Ordinary Shares as is equal to six per cent. of the Placing Shares. Each Broker Warrant will be exercisable at the Issue Price for three years following Admission. The grant of the Broker Warrants is conditional on the passing of the Resolutions at the General Meeting.

The Subscription

The following parties have entered into Subscription Agreements with the Company, in each case at the Issue Price, including:

• Kemexon: £350,000 for 175,000,000 Subscription Shares
• Carlos Fernandes (Finance Director): £25,000 for 12,500,000 Subscription Shares
• Ross Pearson (Chief Operating Officer): £25,000 for 12,500,000 Subscription Shares
• Aleph Commodities Limited: £250,000 for 125,000,000 Subscription Shares

Certain other subscribers have also entered into Subscription Agreements with the Company. The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 14 July 2026 (or such later time and/or date, not being later than 8.00 a.m. on 28 July 2026).

Director Dealings and Related Party Matters

Forum is a substantial shareholder in the Company and is therefore deemed to be a related party under the AIM Rules. Accordingly, the entry by the Company into the Forum Deed of Variation and the Forum Relationship Agreement constitutes a related party transaction pursuant to Rule 13 of the AIM Rules (the “Forum Transaction”). The independent directors, being for these purposes Alexander Craig, Antoine Vayner, Krzysztof Zielicki and Carlos Fernandes, having consulted with the Company’s nominated adviser, SP Angel, consider the terms of the Forum Transaction to be fair and reasonable insofar as the Company’s Shareholders are concerned. 

Aleph Saltfleetby Ltd, together with other affiliated Aleph entities and individuals, has been a substantial shareholder in the Company in the past 12 months and is therefore being treated as a related party under the AIM Rules. Accordingly, the entry by the Company into the Royalty Holder Agreement constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Antoine Vayner, Richard Glass, Krzysztof Zielicki and Carlos Fernandes, having consulted with the Company’s nominated adviser, SP Angel, consider the terms of the Royalty Holder Agreement to be fair and reasonable insofar as the Company’s Shareholders are concerned.

Kemexon is a substantial shareholder of the Company and therefore a related party under the AIM Rules. The conditional subscription for New Ordinary Shares by Kemexon (as outlined above) and the entry into the Kemexon Relationship Agreement, further details of which are set out below, constitute related party transactions pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company’s nominated adviser, SP Angel, consider the terms of the subscription by Kemexon and the Kemexon Relationship Agreement to be fair and reasonable insofar as the Company’s Shareholders are concerned.

Aleph Commodities Ltd, together with other affiliated Aleph entities and individuals, has been a substantial shareholder in the Company in the past 12 months and is therefore being treated as a related party under the AIM Rules. Therefore, the conditional subscription for New Ordinary Shares by Aleph Commodities Ltd (as outlined above) constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company’s nominated adviser, SP Angel, consider the terms of the subscription by Aleph Commodities Ltd. to be fair and reasonable insofar as the Company’s Shareholders are concerned.

The conditional subscription for New Ordinary Shares by Carlos Fernandes constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors, being for these purposes Richard Glass and Krzysztof Zielicki, having consulted with the Company’s nominated adviser, SP Angel, consider the terms of the subscription by Carlos Fernandes to be fair and reasonable insofar as the Company’s Shareholders are concerned.

General Meeting

The Proposals are conditional on, inter alia, Shareholder approval at the General Meeting to be convened on 13 July 2026. A circular containing further details of the proposals and containing the notice of General Meeting is expected to be despatched to Shareholders on 25 June 2026. Following its publication, the Circular will be available on the Company’s website at www.angusenergy.co.uk.

Suspension of Trading on AIM

The Company’s shares will remain temporarily suspended from trading on AIM pending the passing of the Resolutions at the General Meeting and Admission. The Company intends to seek the restoration of trading in its shares following completion of these steps with its financial position having been clarified.

Carlos Fernandes, Finance Director, commented:
“We are delighted to have completed this restructuring, which enhances the Company’s financial position and reflects the strong support of our key stakeholders. The conversion of liabilities into equity, the crystallisation of the royalty, and the improved terms with Trafigura together create a simpler, stronger and more flexible balance sheet. This marks a clear turning point for the Company and enables us to focus on delivering our operational programme and to establish long-term value for shareholders.”

This is excellent news from Angus and primarily as the transaction has the support of all its major shareholders which is a strong endorsement of both the quality of their assets and the progress the Company has made over the last 12 months. 

The restructuring gives Angus a sustainable capital structure that allows them to fund their operating costs, capital investment programme and corporate overheads while maintaining a healthy liquidity position. At the same time, surplus cash is directed towards reducing debt, strengthening the balance sheet and increasing the value attributable to shareholders over time.

Most importantly, Angus can now focus on its attention on growth. With Saltfleetby performing strongly, the royalty overhang removed, a simplified balance sheet and funding in place for key operational projects, the Company is in its strongest position for many years and is well placed to deliver long-term value for shareholders.

Readers know that I have been supportive of Angus for some time now and that makes the successful restructuring announced today that much more gratifying, as I have said it will be good to have the shares back from suspension and I see plenty of upside now this has got over the line.

Tower Resources

Tower has provided an update on the approval process in respect of the farm-out transactions with Prime Global Energies Limited in Cameroon and Namibia, announced on 10 January 2025. 

Tower is also pleased to announce a subscription of 2,500,000,000 ordinary shares of 0.001p each  to raise £400,000 at a price of 0.016p per Subscription Share, being at a discount of approximately 6% to the closing bid price of the Company’s shares on 23 June 2026. 

License and Farmout Approval Update

In Namibia, the Company is expecting the approval from the Minister any day, as our management are now in daily conversation with the Ministry following our meetings with the Upstream Petroleum Unit of the Office of the Presidency in March and May, and their having passed the file to the Ministry for action, as disclosed in our preliminary results announcement of 2 June 2026. In the course of this week, in response to email requests from the Ministry, the Company has forwarded the payment confirmation for the transfer fee and sent copies of documents that were missing from their file. In a further email yesterday, the Ministry advised the Company that they could not issue the approval letter today due to the Minister’s schedule, but said they would respond to the Company no later than 1 July, 2026. 

This letter is the final outstanding condition precedent for the completion of the Namibia farm-out, as other license holders have already received formal notifications of the farm-out and their pre-emption rights, which they have not taken up. Therefore, the next step will be to issue a notice of completion to all parties, following which completion should follow shortly after.

In Cameroon, following the Prime Minister’s intervention, which the Company disclosed in March, Tower has been informed that the file has moved up to the Office of the Presidency for action, with a covering letter from the Prime Minister. This is necessary because the farm-out itself is contingent on a further extension of the initial exploration period of the Thali license, and as in the past, requires Presidential assent. So this process is also moving forward in the right way.

Subscription

In these circumstances, the Board considers it prudent to raise a modest amount of additional working capital, since even if both farm-out agreements are completed in the course of July as we hope, the Company could still be waiting several more weeks for the substantial further funding that those agreements will provide us. 

The Company has agreed to issue the broker, Axis Capital Markets Limited, warrants over 62,500,000 new ordinary shares for arranging the Subscription (“Broker Warrants”). The period of the Broker Warrants will be three years at a strike price of 0.032p per share (representing a premium of 100% to the Subscription Price).

Share Capital following the Subscription

The Subscription Shares will rank pari passu with the Company’s existing shares. Application has been made for the Subscription Shares to be admitted to trading on AIM in two tranches of 1,235,000,000 and 1,265,000,000 shares, respectively. It is expected that Admission of the Subscription Shares will become effective and that dealings will commence at 8.00 a.m. on or around 29 June 2026 in respect of the first tranche of shares, and 8 July 2026 in respect of the second tranche of shares.

Following admission of both tranches of the Subscription Shares, the Company’s enlarged issued share capital will comprise 42,800,326,423 Ordinary Shares of 0.001p each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

Warrants and Options in Issue

Following the issue of the Broker Warrants, the total number of warrants in issue will be 1,854,063,908 equating to 3.9% of the Company’s enlarged share capital assuming full exercise of all warrants, options and restricted shares.

Tower Resources Chairman & CEO, Jeremy Asher, commented:
“We are pleased to be making progress on both approval processes, even though we wish they were already completed. It is important to remember that even a straight-forward farm-out proposal requires substantial government due diligence involving multiple departments, and we are grateful to all the individuals who have contributed to this process. We are not the only company to have experienced delays in approval processes in Namibia, in particular, for reasons I explained in our preliminary results statement. However, it is clear to us that the new organisation at the Ministry and the Upstream Petroleum Unit is much improved and we believe this reorganisation will be to the benefit of the whole industry in the longer term.

“In Cameroon, we must also keep in mind that the approvals sought have not only been for the farm-out, which itself required a normal due diligence process just as in Namibia, but also the further extension of the initial exploration period of the Thali license, which as in the case of previous extensions requires Presidential assent. It therefore requires more steps as it rises to the level of the President. While it has taken a long time to get the file to the Office of the Presidency, it is now there and they are aware of the urgency of it. However, we are still reluctant to predict how long it will take for a Presidential decision to be documented and sent back down the chain, even though we hope it will be very soon.

“We remain confident of the outcome, and will update investors when we have more concrete news on either approval.”

No further comment needed from me here, just go back to all the times in the past I have said that the Tower portfolio is exciting with huge potential in two of the most interesting post codes, is suffering from inevitable delays in approvals processes which as Jeremy Asher says are time consuming at the best of times. 

Buccaneer Energy

Buccaneer has announced that it has completed a reserve valuation update in connection with its credit facility with WAFD Bank, formerly Washington Federal Savings and Loan.

The updated valuation confirms an increase in proved reserve volumes and forecast cash flow, supporting the continued strength of the Company’s asset base, notwithstanding the lender’s more conservative oil price outlook.

Highlights

• Total net proved reserves increased by 18%, based on the latest independent reserve review
• Forecast cash flow increased by 27% under the WAFD borrowing base valuation
• NPV9 increased to US$11.8 million under WAFD pricing
• Borrowing Base confirmed at US$4.45 million under the WAFD senior facility
• WAFD near-term oil price assumption increased to US$70/bbl for 2026
• Carlisle-1 acquisition increased Buccaneer’s equity position in the Fouke enhanced recovery area
• Fouke enhanced recovery project anticipated to come onstream in Q4 2026
• Texas asset base continues to demonstrate low operating costs and resilience

Paul Welch, Buccaneer Energy’s Chief Executive Officer, said:
“We are encouraged by the outcome of the latest borrowing base review, which demonstrates the underlying strength and resilience of our asset base. Total proved net reserves increased by 18% while forecast cash flow increased by 27% using WAFD’s near-term oil price assumption of $70 per barrel, to reflect its outlook on global oil markets. 

Our onshore Texas asset base has increased with the acquisition of the Carlisle-1 well in March of this year.  This strategic acquisition has increased our equity position in the Fouke enhanced recovery area, increasing our proved undeveloped asset base by 68%.  This project is anticipated to be onstream in the 4th quarter of 2026 and is expected to lead to a further increase in the lending base.

Our onshore position continues to benefit from low operating costs, enabling the business to perform well in the current pricing environment while retaining meaningful upside as production, cash flow and reserves continue to grow.”

Again, nothing much to add here, readers know I like what Paul Welch is doing here and think that there is serious upside but I reiterate that I feel that it needs a bit of scale, end of. 

Original article   l   KeyFacts Energy Industry Directory: Malcy's Blog