Vote YES to be Back Trading in Nov 2025 or Vote NO and Stay Suspended Forever30 Sep 2025 10:57
Convertible Loan Note (CLN) with RMD Group of Canada
After lengthy and detailed due diligence by RMD Group, I am pleased to advise that Pennpetro has now entered into a fully subscribed £250,000 Convertible Loan Note ("CLN").
RMD Group is a Canada-based privately held Family Office with interests in investments in Property (North America and Europe), Energy, Infrastructure, Renewable and Decarbonisation, Forestry and Technology sectors.
The previous CLN anticipated with GEM and previously announced to the market on 25 May 2025, was on less favourable commercial terms than with the RMD Group CLN, charging interest at 6% (GEM coupon was 8%) and maintaining the £0.04 conversion price, this being a sign of acting in 'good faith' with Pennpetro on the part of RMD Group who could have named their terms due to the condition of the Company and lack of alternatives at the time of signing.
Funds for the CLN have been evidenced to the satisfaction of our auditors, accountants and legal advisors and are being used to discharge main current creditors and satisfy Going Concern requirements.
Whilst the CLN has been signed by the Parties and funds have been provided to the Company by the Lender at this time, there are certain additional undertakings that, during their detailed due diligence of Pennpetro, RMD insisted on including to provide much needed funding to resuscitate Pennpetro, as follows:
• Issue of new shares to fulfil the Company's obligations in respect of the pledged shares that are subject to shareholder approval and to satisfy the conditions of a new Prospectus as required by the FCA, London Stock Exchange and the Company's advisors;
• The renegotiation of the outstanding 'Petroquest Loan' such that the liability is no longer recognised on the balance sheet of Pennpetro Energy Plc and all security is released, cleaning up the Company's balance sheet for a new
start;
• Executing a Heads of Terms with RMD Group and its partners in relation to advancing the acquisition of 100% of their interests in a large European Oil and Gas License (through their subsidiary company in Poland);
• Although RMD Group and their fellow shareholders are in a position to execute this deal today, and begin immediate operations on the License in question within weeks of the same, without shareholder approval their end; at Pennpetro a Prospectus is required and a General Meeting of shareholders must be held, therefore definitive Agreements of course cannot be signed and as yet cannot be announced. The Company Directors are actively preparing the Prospectus.
Once complete, Pennpetro shareholders will have the opportunity to study and vote on the same, with definitive agreement following if approved by a General Meeting of shareholders.
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