Termination of share purchase agreement

GEORGINA ENERGY PLC (LSE: GEX), announces that it has received formal notice of termination of the share purchase agreement dated 11 November 2025 (and as subsequently amended) (the "SPA") from Central Petroleum Limited (the "Counterparty") following the failure of the parties to agree amendments to the terms of the SPA.

Background

On 11 November 2025, the Company announced that it had entered into the SPA with the Counterparty pursuant to which the Company agreed to acquire the entire issued share capital of certain of the Counterparty's subsidiaries (the "Acquisition"). Completion of the Acquisition was conditional upon the fulfilment or waiver of certain conditions (the "Conditions").

As previously announced on 25 March 2026, the Company and the Counterparty had been negotiating the amendment of the terms of the Acquisition and waiver of certain of the Conditions thereto in light of, inter alia, the Company's planned financing arrangements and other changes to the terms of the Acquisition.

Notice of Termination

The Company announces that, on 6 May 2026, it received formal written notice from the Counterparty seeking to exercise its right to terminate the SPA with immediate effect as a result of the parties being unable to reach agreement on the proposed terms of such amendments to the SPA.

As a consequence of the termination of the SPA, the Acquisition will not proceed and all obligations of the parties thereunder (save for those expressed to survive termination) are of no further force or effect.

Consequences of Termination

The Company will continue to pursue its strategic objectives and the Board will make further announcements as and when appropriate.