Posting of Circular and Notice of General Meeting
Reabold Resources plc has successfully raised a minimum of £0.69 million through a conditional subscription at £0.1 pence per share, with potential for an additional £0.26 million, bringing the total fundraise to approximately £4.1 million. This includes significant investment from directors and their associates. The company also announced a proposed 1-for-1,000 share consolidation to reduce the number of ordinary shares in issue and increase the nominal value per share. A General Meeting will be held on April 27, 2026, for shareholders to approve these proposals.
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Proposed Consolidation
Posting of Circular and Notice of General Meeting
Further to the Company's announcement on 1 April 2026 (the "Launch Announcement"), Reabold, the investing company focused on developing strategic gas projects for European energy security, is pleased to announce that it has completed a conditional subscription to raise minimum gross proceeds of £686,800 (the "Subscription") by way of a subscription for 686,800,000 new ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at 0.1 pence per share (the "Issue Price"). The Subscription includes £282,000 from certain Directors and persons closely associated with them ("PCAs"), as detailed below. Investors in the Subscription will also receive Warrants on the same terms as the Placing and Strategic Investment.
Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.
In addition, the Company is in advanced discussions with other investors that have indicated their intention to also subscribe for new Ordinary Shares after the date of this announcement to raise additional gross proceeds of up to a maximum of £260,000. This amount includes a proposed further investment of £75,000 by Sachin Oza, Co-CEO of Reabold, following the expected liquidation of certain non-cash assets that could not be liquidated in time to participate further in the Subscription. Further announcements will follow in due course.
The Company has therefore conditionally raised minimum gross proceeds of approximately £4.1 million through the Subscription, the Placing and the Strategic Investment (together, the "Fundraise").
On completion of the Fundraise, the shareholdings in the Company of the participating directors and their PCAs will be as follows;
| Director / Shareholder | Position | Number of Existing Ordinary Shares | New Ordinary Shares being subscribed for | Total Ordinary Shares on Admission | % of Enlarged Share Capital on Admission | Number of Warrants being granted |
|---|---|---|---|---|---|---|
| Sachin Oza | Co-CEO | 298,720,298 1 | 125,000,000 | 423,720,298 | 2.96 | 156,250,000 |
| Stephen Williams | Co-CEO | 178,211,060 2 | 50,000,000 | 228,211,060 | 1.60 | 62,500,000 |
| Mike Felton | NED | 58,572,605 3 | 35,000,000 | 93,572,605 | 0.65 | 43,750,000 |
| Marcos Mozetic | NED | 4,545,454 | 22,000,000 | 26,545,454 | 0.19 | 27,500,000 |
| Krish Oza | PCA of Sachin Oza | - | 40,000,000 | 40,000,000 | 0.28 | 50,000,000 |
| Ishaan Oza | PCA of Sachin Oza | - | 10,000,000 | 10,000,000 | 0.07 | 12,500,000 |
Notes: 1 This includes 13,554,242 Ordinary Shares held by Mr Oza's wife. 2 This includes 7,000,000 Ordinary Shares held by Mr Williams' wife. 3 All of these Ordinary Shares are held by Mr Felton's wife.
Proposed Consolidation
Following the Fundraising, the Company intends to consolidate its existing Ordinary Shares in order to reduce the total number of Ordinary Shares in issue, with each 1,000 existing Ordinary Shares held by a Shareholder to be consolidated (the "Consolidation") into one new Ordinary Share of £1.00 (the "Consolidated Shares"). While the number of Ordinary Shares in issue will change pursuant to the Consolidation, the proportion of the Company's issued ordinary share capital held by each Shareholder immediately before and after the Consolidation will remain unchanged (subject to the treatment of Fractional Entitlements, which is described in the Circular).
As a result of the Consolidation:
- the nominal value of Ordinary Shares will change;
- the number of Ordinary Shares held by each Shareholder will reduce by a factor of 1,000;
- the market value of an Ordinary Share should increase by a factor of 1,000 (although the price of Ordinary Shares will continue to fluctuate);
- the overall value of each Shareholder's existing holding of Ordinary Shares should remain approximately the same (although the value of an investment in Ordinary Shares will continue to fluctuate);
- the exercise price of each Warrant will increase by a factor of 1,000; and
- the number of Warrants held by each Warrant holder will reduce by a factor of 1,000.
In connection with the proposed Consolidation, the Company will adopt new articles of association (the "New Articles") to reflect the revised nominal value of the Consolidated Shares following the Consolidation. The New Articles will be substantially the same as the existing articles of association, save for amendments necessary to reflect the change in the nominal value of the Ordinary Shares arising from the Consolidation.
Following the Consolidation a new ISIN will be allocated to the Ordinary Shares and announced in due course. The Company's TIDM is unchanged (RBD.L).
Posting of Circular and Notice of General Meeting
The Fundraising and the Consolidation (including the adoption of the New Articles) are conditional, inter alia, upon the approval of Shareholders at a General Meeting which will be held at 10:30 a.m. on 27 April 2026 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW (the "General Meeting").
The Company confirms that it has today posted a Circular (containing a Notice of General Meeting) and form of proxy to Shareholders regarding the proposed Fundraising, Consolidation and the adoption of the New Articles.
The Circular will be available on the Company's website: www.reabold.com.
Timetable
The expected timetable of principal events is set out below:
| Event | Expected time / date |
| Publication of the Circular | 10 April 2026 |
| Latest time and date for receipt of the Form of Proxy | 10.30 a.m. on 23 April 2026 |
| General Meeting | 10.30 a.m. on 27 April 2026 |
| Announcement of results of General Meeting | 27 April 2026 |
| Expected date of Admission and commencement of dealings in the shares to be issued pursuant to the Fundraise on AIM | 28 April 2026 |
| Expected date for CREST accounts to be credited with the New Ordinary Shares | 8.00 a.m. on 28 April 2026 |
| Record Date for the Consolidation | 6.00 p.m. on 7 May 2026 |
| Effective Date for the Consolidation | 8 May 2026 |
| Expected date for Consolidated Shares to be credited to CREST accounts | 8 May 2026 |
| Despatch of definitive share certificates in respect of Consolidated Shares | Within 10 Business Days of the Effective Date for the Consolidation |
Notes: (1) All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or date above changes. The revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of London Stock Exchange PLC. (2) If the General Meeting is adjourned, the latest time and date for receipt of forms of proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of London Stock Exchange PLC.
PDMR Notifications
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Sachin Oza |
| 2. Reason for notification | ||
| b) | Position / status | Co-CEO |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 125,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Krish Oza |
| 2. Reason for notification | ||
| b) | Position / status | PCA of Sachin Oza |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 40,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Ishaan Oza |
| 2. Reason for notification | ||
| b) | Position / status | PCA of Sachin Oza |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 10,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Stephen Williams |
| 2. Reason for notification | ||
| b) | Position / status | Co-CEO |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 50,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Alison Felton |
| 2. Reason for notification | ||
| b) | Position / status | Notification concerns a PCA of Michael Felton (N on-executive Director) |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 35,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
- Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Marcos Mozetic |
| 2. Reason for notification | ||
| b) | Position / status | Non-Executive Director |
| c) | Initial notification / amendment | Initial Notification |
- Details of the issuer or emission allowance market participant
| a) | Name | Reabold Resources PLC |
| b) | LEI | 2138006DR8T8XE87OC49 |
| a) | Description of the financial instrument Identification code | Ordinary Shares of 0.1p each GB00B95L0551 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume (s) | Price (s) Volume (s) 0.1p 22,000,000 |
| d) | Aggregated information · Volume · Price · Total | N/A |
| e) | Date of the transaction | 8 April 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.