RE: RNS15 Oct 2025 07:07
Today 07:00
RNS Number : 4628D
Pennpetro Energy PLC
15 October 2025
15 October 2025
Pennpetro Energy Plc
("Pennpetro" or the "Company")
Signing of Heads of Terms for Ukrainian Oil & Gas project
Pennpetro Energy Plc (LSE: PPP), the company focused on developing strategic energy projects, announces the signing of Heads of Terms to acquire 100% of the Limnytskyi oil and gas exploration licence in western Ukraine, adjacent to the European Union border, in the far west of Ukraine, through a Polish Holding Company (the "Target"), being newly incorporated for the purpose, now that the Heads of Terms have been signed with PPP.
Referenced within the Company update of 25 September 2025 was a condition of the Convertible Loan Note to execute a Heads of Terms with RMD Group and its partners in relation to advancing the acquisition of 100% of their interests in a significant European oil and gas licence.
About the Limnytskyi oil and gas licence
The Limnytskyi oil and gas licence (172 km2) is located in the Carpathian basin in western Ukraine which has seen more than 100 oil and gas fields discovered to date. The license to be acquired by the Company is an under explored large-scale and highly prospective opportunity and expected, once developed to be a significant addition to the energy independence and sovereignty of Ukraine.
An in-depth analysis of recently acquired 2D seismic data studied by the Company, and incorporating Soviet-era well data, has identified several promising prospects. The Company intends to immediately re-enter one previously abandoned well (due to a high pressure blow out) and acquire 3D seismic at a pre-determined location before drilling a second well in the near term, expected to have a high likelihood of success.
Next Steps
The acquisition of the Target by Pennpetro (the "Proposed Acquisition"), if completed, would result in the Company's shareholders ("Pennpetro Shareholders") having a minority interest in the enlarged group (the "Enlarged Group") and would constitute a 'reverse takeover' under the UK Listing Rules of the Financial Conduct Authority ("UKLRs"; "FCA") as it would exceed 100% on the relevant 'class tests' set out in the UKLRs and will result in a change of the Pennpetro Board and voting control of Pennpetro.
The Proposed Acquisition remains subject, inter alia, to completion of legal and financial due diligence, regulatory approvals and the execution of a definitive share sale and purchase agreement by Pennpetro with the Target's shareholders. There is therefore no certainty that the Proposed Acquisition will proceed. In addition, completion of the Proposed Acquisition would be conditional on, inter alia: -
- approvals by Pennpetro Shareholders at a general meeting of a waiver resolution for the purposes of Rule 9 of the City Code on Takeovers and Mergers in relation to the resultant the Target's shareholders' controlling shareholding position in Pennpetro and of share capi