Reabold's Response to Union Jack Circular

By

Reabold Resources plc ("Reabold")

Reabold’s Response to Union Jack Circular

Offer Declared As Final*

The board of Reabold notes the publication on 11 September 2026 of the circular (the “Circular”) containing, inter alia, the views of the recently appointed Union Jack board (the "New Board") with regard to the all-share offer for Union Jack by Reabold (the “Offer”).

The Reabold Board believes that the Circular contains a number of misleading, selective and highly speculative statements regarding Reabold, the Offer and the West Newton project. Reabold believes the rejection by the New Board of the Offer to be self-serving for and not in the best interests of Union Jack as a whole or for Union Jack Shareholders.

Reabold hereby wishes to set out its view with regard to assertions in the Circular.

Reabold remains strongly of the view that the Offer represents the most credible route to value creation for Union Jack Shareholders in the circumstances and that its terms are fair and reasonable for Union Jack Shareholders and Reabold Shareholders alike.

*Accordingly, Reabold declare that the Offer is final and will not be increased, except that it reserves the right to revise the financial terms of the Offer if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Union Jack by any third party; or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances). This is a statement to which Rule 32.2 of the Takeover Code applies.

Capitalised words and expressions in this announcement shall, unless otherwise defined, have the meaning given in the offer document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer published on 29 July 2026 (the “Offer Document”).

The Offer continues to represent the most credible route to value creation for Union Jack Shareholders

The Offer provides Union Jack Shareholders with an opportunity to participate in a larger, better capitalised and more diversified energy company with exposure to a broader portfolio of production, appraisal and development assets.

The New Board's rejection of the Offer appears to be based principally on short term share price movements, highly subjective views regarding West Newton and a speculative belief that future funding can be raised on attractive terms. Reabold believes that shareholders should assess the transaction on strategic merit, asset quality, funding capability and long-term value creation.

The New Board's valuation analysis is selective and misleading

The Circular places substantial emphasis on the fall in Reabold's share price since the commencement of the offer period.

As shareholders will appreciate, the Offer is an all-share offer under which both sets of shareholders will participate in the future performance of the Enlarged Group. Short-term share price movements are an inherent feature of any share-for-share transaction and should not be viewed in isolation.

The New Board does not address:

the strategic rationale for combining the two companies;

the potential benefits of consolidating ownership interests in West Newton and other assets;

the enhanced funding capability of the Enlarged Group;

the corporate cost savings available through combination; or

the increased scale and market relevance of the Enlarged Group.

Nor does the Circular explain how Union Jack, with limited cash resources and ongoing funding requirements, can deliver superior value on a standalone basis without materially diluting Union Jack Shareholders.

Reabold notes, in particular, that the resolutions proposed at the most recent Annual General Meeting of Union Jack both to (a) disapply pre-emption rights and enable an equity issue to be conducted without further shareholder approval and (b) approve a sub-division of Union Jack Shares to lower the nominal value below the current 5 pence, were rejected. Absent convening a further General Meeting to approve these measures, incurring both time and cost, the New Board will be unable to effect a capital raise.

Reabold strongly rejects the suggestion that West Newton lacks strategic merit

The New Board seeks to characterise West Newton as a risk that Union Jack Shareholders should avoid.

Reabold considers this position inconsistent with Union Jack's longstanding investment in West Newton and the repeated statements made by the former Union Jack board regarding the significance of the project.

West Newton remains one of the largest onshore conventional gas and condensate discoveries in the United Kingdom. Significant technical work has been undertaken to understand historic well performance and to design the forthcoming WNA-2 recompletion programme.

The New Board's comments regarding reservoir performance, permitting matters and future development activity are largely speculative. The forthcoming programme is specifically intended to further evaluate the productivity and commercial potential of the reservoir.

Importantly, the New Board provides no independent technical report to support its assertions regarding the project's prospects.

Reabold's financial position is materially stronger than portrayed in the Circular

The Circular seeks to create concern regarding Reabold's funding position.

Reabold notes that:

it successfully completed a £4.16 million fundraising in April 2026;

it has demonstrated continuing access to capital markets;

it remains funded for its current work programme; and

it retains flexibility to pursue a range of funding alternatives available to AIM-listed companies.

The reference in Reabold's FY2025 accounts to a material uncertainty relating to going concern is a disclosure commonly seen in pre-revenue development-stage businesses and reflects prudent accounting practice rather than any immediate solvency concern.

In contrast, the New Board acknowledges that Union Jack currently holds only approximately £0.8 million of cash and may require additional funding in order to meet future commitments, including those relating to West Newton.

The Reabold Board believes shareholders should carefully compare the relative funding positions of the two companies before accepting the New Board's conclusions.

Assertions regarding possible future fundraisings are entirely speculative

The New Board repeatedly refers to future dilution at Reabold.

Such statements are speculative and cannot be presented as fact.

Equally, the New Board's assertion that it can raise all required future funding for Union Jack on attractive terms remains wholly untested. Shareholders have not been provided with any evidence of committed funding arrangements, cornerstone investors or financing proposals.

Acceptance levels should not be viewed as a referendum on the merits of the Offer

The New Board points to current acceptance levels and certain irrevocable undertakings and letters of intent.

Reabold notes that:

the offer remains open;

shareholders continue to have ample time to assess the Offer; and

acceptance levels in UK takeovers frequently build later in the offer timetable.

The Reabold Board remains confident that shareholders will assess the Offer based on its merits rather than the New Board's highly subjective narrative.

Governance concerns raised against the former Union Jack board are irrelevant to shareholders' assessment of the Offer

A substantial portion of the Circular is devoted to criticism of the former Union Jack board.

Whether shareholders agreed or disagreed with decisions taken by the former board does not alter the strategic rationale for the Offer or the value available from combining the businesses.

The relevant question for shareholders remains whether they are better served owning shares in a standalone Union Jack with limited scale and funding resources or owning shares in a larger, diversified and better-capitalised Enlarged Group.

Reabold continues to believe the Offer is compelling

The Reabold Board continues to believe that:

the Offer provides Union Jack Shareholders with an attractive opportunity to participate in a larger diversified energy business;

the Enlarged Group would benefit from improved scale, enhanced access to capital and reduced corporate overheads;

the ownership interests of the two companies are strategically complementary; and

the transaction represents the most credible route to unlocking value from the combined portfolio.

The Reabold Board therefore continues to encourage that Union Jack Shareholders ACCEPT the Offer.

Action to be taken by Union Jack Shareholders

The Offer will therefore now remain open for acceptances until 1.00 p.m. (London time) on 2 October 2026, which is the Unconditional Date. The Unconditional Date may be extended in accordance with the Code, as further described in paragraphs 2.2 and 2.4 of Section C of Part III of the Offer Document.

Shareholder helpline

Hill Dickinson LLP is acting as legal adviser to Reabold.