Summary

...

Sale and Purchase Agreement for SGM & ECT Arbitration

The Company has entered into a sale and purchase agreement to acquire, subject to certain conditions being satisfied, all of the issued shares in São Gabriel Mineração Ltda. Completion of the Acquisition is expected to occur, subject to all conditions being met, simultaneously with the readmission of the Company's New Ordinary Shares to trading on AIM, subject to regulatory approvals.

The Company also notes that, separately, it continues to pursue its Energy Charter Treaty arbitration claim against the Government of Ireland, seeking compensation in excess of US$100 million in relation to the refusal to grant a Lease Undertaking for the Barryroe oil and gas field. The Company has secured non-recourse litigation funding from Diamond McCarthy LLP to progress this claim and has put in place arrangements to ensure that qualifying shareholders will receive an economic benefit in respect of any successful outcome of the ECT Claim.

Further details of the Acquisition, the Fundraise, the proposed strategy of the Enlarged Group, and the risk factors associated with the Transaction are set out in the AIM Admission Document which has been posted to shareholders and published on the Company's website.

...

Barryroe Update and Litigation

Background to the Claim

The Group's claim against Ireland under the Energy Charter Treaty relates to the refusal by the Irish Government to award a lease undertaking over the Barryroe oil and gas field. The Company's wholly owned subsidiary Lansdowne Celtic was awarded Standard Exploration Licence SEL 1/11 in 2011 over Barryroe, in partnership with Providence Resources PLC now BOE. BOE, through its wholly owned subsidiary Exola DAC, had an 80 per cent. interest in SEL 1/11; and the Group, through Lansdowne Celtic, had a 20 per cent. interest in SEL 1/11. BOE operated Barryroe on behalf of Lansdowne Celtic and the licence allowed the Barryroe Partners to explore and appraise the Barryroe oil and gas field.

Since the award of the Standard Exploration Licence SEL 1/11, the Barryroe Partners made significant investments in the project, including conducting an extensive 3D seismic survey and drilling the 48/24- 10z well, which flowed oil and gas at a combined rate of c. 4,000 boepd.

Nature of the Claim

Lansdowne Celtic is seeking compensation under the ECT following the Irish Government's refusal to grant it a lease undertaking over the Barryroe oil and gas field. The Claim arose after Ireland denied the application for a lease undertaking on the grounds of financial capability despite broader technical approval of the project. Ireland further advised that SEL1/11 licencees have no rights over the acreage held under SEL1/11, as SEL1/11 expired on 13 July 2021. This decision came after years of work on the project, all of which was approved by Ireland, and full regulatory compliance by Celtic and BOE. The lease undertaking was crucial for the Barryroe project's progression, as it would provide the Barryroe Partners with the opportunity to undertake additional appraisal activity, including the drilling of another well, which was expected to lead to an application for a petroleum lease, to allow for development and production. Lansdowne Celtic's position is that the refusal to grant the lease undertaking, constitutes a violation of Ireland's obligations under the ECT to inter alia protect qualifying foreign investments from unlawful expropriation and unfair and discriminatory treatment.

Given the substantial investment made by the Barryroe Partners and the potential value of Barryroe, the Group engaged legal counsel to assess its legal rights and pursue legal proceedings to protect its investment. The Group believes Ireland failed to adhere to its obligations under the ECT and has initiated the dispute resolution provisions of the ECT that allow for the Claim in international arbitration proceedings against Ireland. On 22 December 2025 the Company announced that it had entered into the Litigation Funding Agreement with Diamond McCarthy LLP to pursue the Claim. The Litigation Funding Agreement provides sufficient funds, on a non-recourse basis, to cover legal fees and costs associated with pursuing the Claim through to resolution of the dispute with Ireland.

Barryroe quantum of claim

The Group's historic investment in the Barryroe project amounts to c. US$24 million of aggregate investment. A competent person report produced by Netherland Sewell and Associates Incorporated in 2013 concluded that the Basal Wealden oil reservoir contained 2C gross in-place on-block volume of 761 million barrels of oil. Based upon a 35 per cent. Recovery Factor this has the potential to yield (on a gross basis) 266 million barrels of recoverable oil and 187 billion cubic feet of gas. A similar competent person's report was undertaken by RPS Group Limited in 2011 over the oil-bearing Middle Wealden sands and this reported 2C gross in-place on-block volume of 287 million barrels of oil, with technically recoverable resources of 45 million barrels of oil and 21 billion cubic feet of gas. The total combined audited gross on-block 2C recoverable resources in the Barryroe field therefore amount to 346 million barrels of oil equivalent, (69 mmboe net to the Group), comprising 311 million barrels of oil (62 mmboe net to the Group) and 207 billion cubic feet of gas (41 bcf net to the Group). 32 c201000pu020 Proof 2: 29.4.26_16:42 B/L Revision: 0 Operator PutA Later conceptual development planning work envisaged a phased development of the field. A competent person's report carried out by RPS Group Limited announced in February 2022, addressing simply the first phase of a Barryroe development and solely the Basal Wealden Oil reservoir, concluded that the P50 volumes were estimated at 81.2 million barrels of oil recoverable gross (16.24 million barrels net to Lansdowne) from a Best Estimate of 278 million barrels of oil in place. An economic evaluation, documented in the 2022 competent person's report, covering the Phase 1 development and in the 2C oil resources case, delivers an NPV10 per cent. for the Group's 20 per cent. share of $104 million under a Brent Oil Price assumption of US$68 per barrel in 2027, rising to $70/bbl in 2028 and 2029 and inflated at 2 per cent. per annum thereafter. The price of Brent Oil stands currently at c. $100/bbl, above the price modelled in 2022. As stated, the 2022 Competent Person's Report has only addressed the oil in the Basal Wealden A Sand, which allows it to be correlated to the earlier work carried out by Netherland Sewell and Associates Incorporated. Gas was proven in the Basal Wealden C Sand reservoir in the 48/24-10z well that overlays the oil reservoir and this has previously been estimated to hold a potential gas resource of c 400 BCF GIIP. If successful, the gross compensation under the Claim is expected to be at least $100 million plus interest. In the event of a successful award in an amount of approximately $100 million, Lansdowne's share of the recovered proceeds is expected to be between 60% and 70%.

Ringfencing of the Claim Amount

In the event of a successful Claim and, following the deduction of various costs and expenses associated with the Claim, it is intended that Qualifying Shareholders will receive the Claim Amount with the Company receiving the balance, which will benefit Shareholders following the Consolidation, Acquisition and Fundraise. In the event of a successful Claim, the Claim Amount will be apportioned to Qualifying Shareholders pro-rata to their holdings of New Preference Shares, which will be allotted pursuant to the Bonus Issue, further details of which are set out in paragraph 20 below. In the event that the Claim is unsuccessful, the costs related to the Claim will be borne by Diamon McCarthy LLP under the terms of the Litigation Funding Agreement.

Under their proposed respective service agreement and letters of appointment, Dr. Stephen Boldy, Jeffrey Auld and Daniel McKeown are entitled to the Bonus Payments in the event that the Claim is successful, pursuant to the table set out below, calculated as percentage of the Net Proceeds of Claim

...

OCR-ed text, errors may be present.