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Reabold Resources Investor Centre

Reabold Resources - Publication of Circular & Notice of GM

Released

RNS Number : 0716B

Reabold Resources PLC

30 October 2026

30 October 2026

Reabold Resources plc

("Reabold" or the “Company")

Publication of Circular & Notice of General Meeting

Reabold Resources plc, the investing company focused on developing strategic gas projects for European energy security, today announces a proposed subdivision and reclassification of each of the Company’s existing ordinary shares of £1.00 each (“Existing Ordinary Shares”) into one new ordinary share of £0.01 (“New Ordinary Share”) and one B deferred share of £0.99 (“B Deferred Share”) (the “Capital Reorganisation”), together with the proposed adoption of new articles of association (the “New Articles”).

The Capital Reorganisation and adoption of the New Articles are conditional upon shareholder approval at a General Meeting of the Company to be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10:00 a.m. on 17 November 2026.

A circular containing further details of the Capital Reorganisation, the proposed adoption of the New Articles and a notice convening the General Meeting (the “Circular”) will today be posted to shareholders and made available on the Company’s website at https://reabold.com/admission-document-circulars-and-other-documents.

Background to and reasons for the Capital Reorganisation

In April 2026, the Company undertook a share consolidation as part of a broader review of its capital structure. Given the timing and complexity of the fundraising initiatives then being undertaken or contemplated, the Board considered it more appropriate to implement the consolidation without simultaneously undertaking a subdivision of the Company’s share capital. Following the successful completion of those fundraising activities, the Board believes it is now appropriate to finalise that reorganisation by reducing the nominal value of the Ordinary Shares to provide a capital structure more suitable for an AIM-listed company and better aligned with the prevailing market price.

The Board also wishes to retain flexibility to seek additional working capital and cash resources, including through further share issues. As a result of challenging market conditions, the Existing Ordinary Shares have at times since the April fundraising traded below their nominal value. The Companies Act 2006 prohibits the issue of shares at a price below their nominal value. The proposed Capital Reorganisation is therefore intended to allow the Company to raise funds through further share issues, should the Directors elect to do so.

Effect of the Capital Reorganisation

Subject to shareholder approval, each Existing Ordinary Share will be subdivided and reclassified into one New Ordinary Share of £0.01 and one B Deferred Share of £0.99. Following the Capital Reorganisation, the Company will have 14,781,486 New Ordinary Shares and 14,781,486 B Deferred Shares in issue. The number of Ordinary Shares in issue will remain unchanged at 14,781,486, including 280,271 shares held in treasury, and each shareholder’s proportionate interest in the issued ordinary share capital of the Company will remain unchanged.

The New Ordinary Shares will carry rights identical in all respects to those of the Existing Ordinary Shares, including voting rights, entitlement to dividends and rights on a return of capital. The B Deferred Shares will carry no rights to attend or vote at general meetings and no rights to receive dividends or other distributions, and will rank behind the New Ordinary Shares on any return of capital on a winding up or otherwise.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM at 8:00 a.m. on or around 18 November 2026. Existing share certificates will remain valid and no new share certificates will be issued. The existing ISIN of the Ordinary Shares will remain unchanged.

Subdivision details

Issuer/Company Name

Reabold Resources plc

Security/Securities

Existing Ordinary Shares of £1.00 each, subdivided and reclassified into New Ordinary Shares of £0.01 each and B Deferred Shares of £0.99 each.

ISIN(s)

GB00BVK55Z16

TIDM(s)

RBD

Date of meeting to approve subdivision

10:00 a.m. on 17 November 2026

Record date for subdivision

6:00 p.m. on 17 November 2026

CREST accounts due to be credited

Not applicable

Subdivision effective date and trading expected to commence in the Subdivided shares

18 November 2026; trading expected to commence 8:00 a.m. on or around 18 November 2026

Replacement certificates due to be despatched (no later than)

Not applicable: Existing Ordinary Share certificates will remain valid and no new share certificates will be issued

New Articles and General Meeting

The New Articles will be substantially the same as the Company’s existing articles of association, save for amendments necessary to reflect the Capital Reorganisation and the rights attaching to the B Deferred Shares. Their adoption will take effect when the Capital Reorganisation becomes effective. Copies of the existing articles and proposed New Articles marked to show the changes will be available on the Company’s website and for inspection as described in the Circular.

At the General Meeting, an ordinary resolution will be proposed to authorise the Capital Reorganisation and a special resolution will be proposed to approve the adoption of the New Articles. The Directors unanimously consider the resolutions to be in the best interests of the Company and its shareholders and recommend that shareholders vote in favour, as they intend to do in respect of their own holdings.

Shareholders are encouraged to submit their proxy votes in advance of the General Meeting. Completed Forms of Proxy should be returned to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD so as to be received no later than 10:00 a.m. on 13 November 2026. Details of voting through CREST are set out in the Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Expected time / date

Publication of Circular

30 October 2026

Latest time and date for receipt of Forms of Proxy

10:00 a.m. on 13 November 2026

General Meeting

10:00 a.m. on 17 November 2026

Announcement of results of General Meeting

17 November 2026

Capital Reorganisation Record Date

6:00 p.m. on 17 November 2026

Capital Reorganisation Effective Date

18 November 2026

Admission of New Ordinary Shares to trading on AIM

8:00 a.m. on or around 18 November 2026

All times are London times. The dates and times above are indicative and based on the Company’s current expectations. Any changes will be notified to shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

For further information, please contact:

Reabold Resources Plc

Stephen Williams

Sachin Oza

Via our Investor Hub

https://reabold.com/ 

Cavendish – Nominated & Financial Adviser and Broker

Neil McDonald

Pearl Kellie

+44 (0) 20 7220 0500

Camarco

Billy Clegg

Rebecca Waterworth

Sam Morris

+44 (0) 20 3757 4980

Subscribe to our news alert service:https://reabold.com/auth/signup

Notes to Editors

Reabold Resources PLC is a UK-based upstream oil and gas investment company focused on generating returns through investment in low-risk energy projects with high potential upside. Investment activity is undertaken through strategic equity stakes in proven undeveloped gas discoveries with significant resources and near-term production potential, primarily across the UK and continental Europe. To support its investment strategy, Reabold balances proceeds from asset sales between shareholder returns and re-investment in new projects, with a focus on contributing to European energy security while achieving significant valuation uplift through clear monetisation pathways.

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