The Board of Reabold, the investing company focused on developing strategic gas projects for European energy security, have reached agreement on the terms of a recommended all share offer by Reabold for Union Jack Oil.

The boards of Union Jack and Reabold believe that the Offer has a compelling strategic rationale, creating a more substantial and better capitalised oil and gas investment company with complementary assets and aligned objectives. The Offer is expected to deliver benefits to shareholders and other stakeholders of both companies, including enhanced scale, improved access to capital and a broader, more diversified portfolio. The all-share nature of the Offer enables Union Jack Shareholders to participate in the future value creation of the Enlarged Group, while Reabold Shareholders are expected to benefit from increased exposure to producing and development assets and the potential for operational efficiencies and disciplined capital allocation across a combined asset base.

In addition, having undertaken an extensive review of Union Jack's strategic and financing options, and having carefully considered the alternatives available, the board of Union Jack has concluded that no alternative proposal capable of providing the funding required to execute Union Jack's strategy is currently available on acceptable terms.

In the absence of such funding or the Offer, the board of Union Jack is of the view that Union Jack will, in the short term, be unable to meet its licence commitments, which, in accordance with the licence terms, may result in the forfeiture of key assets within the Union Jack portfolio.

The board of Union Jack believes that the Offer provides the only financing option to prevent this outcome and is therefore of the view that the Offer is in the best interests of shareholders.

Given the foregoing, the board of Union Jack welcomes that the Acceptance Condition has been set at a level that requires Reabold to acquire or contract to acquire shares carrying only approximately 75 per cent. of the voting rights normally exercisable at a general meeting of Union Jack.

Summary

• Under the terms of the Offer, each shareholder of Union Jack ("Union Jack Shareholders") will be entitled to receive: 0.051 New Reabold Share(s) in exchange for every 1 Union Jack Share(s).
• The terms of the Offer value each Union Jack Share at approximately 4.19 pence, based on an exchange ratio of 0.051 new Reabold Shares for each Union Jack Share and Reabold's closing share price of 81.0 pence on the Latest Practicable Date (the "Offer Value") prior to the publication of this announcement (being 30 June 2026).
• The Offer Value implies Union Jack's entire issued, and to be issued, share capital is valued at approximately £6.14 million on a fully diluted basis.
• Upon Completion of the Offer, the Enlarged Group will have a combined market capitalisation of approximately £17.80 million (assuming full acceptance of the Offer), with Union Jack Shareholders expected to own approximately 34.01 per cent. of the Enlarged Group.

The Offer Value represents a premium of approximately:

• 25.0 per cent. to Union Jack's closing share price of 3.35 pence on 12 June 2026, being the latest trading date prior to the publication of the statement regarding a possible offer from Reabold; and
• 6.1 per cent. to the volume weighted average price of 3.95 pence per Union Jack Share for the three months ended on the Relevant Date.

The share-for-share offer provides Union Jack Shareholders with the opportunity to participate in the future upside of the Enlarged Group through ownership of shares in a larger, more diversified and more liquid AIM-listed company.

Background to and reasons for the Offer

Reabold submitted a non-binding indicative proposal to the Union Jack Board on 5 June 2026 regarding a possible all-share offer, following which the parties engaged in discussions and Reabold conducted confirmatory due diligence on Union Jack's business and assets. Following this process, the boards of Reabold and Union Jack reached agreement on the terms of a recommended all-share offer.

The Reabold Board believes the Offer has a compelling strategic rationale, combining two complementary UK-focused onshore oil and gas businesses to create a larger, more diversified and better capitalised group. The Enlarged Group is expected to benefit from increased scale, broader asset exposure (including producing and development assets), improved access to capital and enhanced ability to progress key projects.

The combination is also expected to deliver operational and corporate efficiencies, including optimised development planning across shared assets and more effective capital allocation, allowing a greater proportion of capital to be deployed directly into asset development and value creation. The all-share structure allows Union Jack Shareholders to participate in the future upside of the Enlarged Group, while providing Reabold Shareholders with increased exposure to a broader portfolio with enhanced near-term cash flow potential.

Reabold is well-funded for its upcoming work programme, including the West Newton recompletion, and has recently demonstrated continued access to capital through the successful raising of £4.16 million through the issue of equity at the prevailing market price. For Union Jack Shareholders, the Offer provides an opportunity to realise an immediate premium while also gaining increased exposure to the development upside of West Newton as well as the broader Reabold portfolio within a larger, better capitalised platform.

Recommendation

The Union Jack Directors, who have been so advised by Gneiss as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Union Jack Directors, Gneiss has taken into account the commercial assessments of the Union Jack Directors. Gneiss is providing independent financial advice to the Union Jack Directors for the purposes of Rule 3 of the Code.

In addition, having undertaken an extensive review of Union Jack's strategic and financing options, and having carefully considered the alternatives available, the board of Union Jack has concluded that no alternative proposal capable of providing the funding required to execute Union Jack's strategy is currently available on acceptable terms.

In the absence of such funding or the Offer, the board of Union Jack is of the view that Union Jack will, in the short term, be unable to meet its licence commitments, which, in accordance with the licence terms, may result in the forfeiture of key assets within the Union Jack portfolio.

The board of Union Jack believes that the Offer provides the only financing option to prevent this outcome and is therefore of the view that the Offer is in the best interests of shareholders.

Given the foregoing, the board of Union Jack welcomes that the Acceptance Condition has been set at a level that requires Reabold to acquire or contract to acquire shares carrying only approximately 75 per cent. of the voting rights normally exercisable at a general meeting of Union Jack.

Specific other considerations for the recommendation of the Offer include:

• Portfolio consolidation and enhanced exposure to core UK assets
  A combined portfolio centred on a number of high-quality UK onshore licences, including material interests in producing and near-production assets including Wressle and West Newton, providing increased exposure across a range of development stages.
  Greater alignment of interests across certain key licences where both companies currently hold positions, enabling more efficient decision-making, streamlined governance and accelerated development execution.
  A diversified portfolio spanning cash-generative production, appraisal upside and longer-term development opportunities, enhancing resilience across commodity price cycles.

Improved scale and funding flexibility

• The Enlarged Group is expected to benefit from increased market capitalisation and liquidity, positioning it as a more relevant and investable vehicle within the UK small-cap E&P sector.
• Enhanced financial flexibility, supported by a combined cash position, production revenues and reduced duplication of corporate overheads, enabling more efficient capital allocation across the portfolio.
• Greater capacity to access external funding, including both equity and debt markets, on more favourable terms, supporting the advancement of key development projects.

Acceleration of value realisation from core projects

• Increased working interests in key projects are expected to enhance exposure to production and development upside.
• A more coordinated strategy for progressing appraisal and development assets, with the aim of unlocking material contingent resource potential through technical de-risking and development planning.

Strategic and operational synergies

• A strong strategic fit between the two companies, with highly complementary asset bases, overlapping geographic focus and aligned operational priorities.
• Opportunities to realise cost synergies through the elimination of duplicated corporate functions and the rationalisation of administrative and public company costs.

Enhanced market positioning

• The creation of a larger, more diversified entity is expected to improve visibility with institutional investors, potentially increasing trading liquidity and broadening the shareholder base.
• A more compelling investment proposition, combining production cash flow with significant development and appraisal upside, positioning the Combined Group as a differentiated onshore E&P platform.

Attractive transaction terms

• The terms of the Offer provide Union Jack Shareholders with exposure to a broader and more diversified portfolio, together with the potential for enhanced long-term value creation through the Enlarged Group.
• The implied valuation of the Offer represents a premium of approximately 25.0 per cent. to Union Jack's closing share price of 3.35 pence on the Relevant Date with material upside potential through ownership of the Enlarged Group.

KeyFacts Energy: Reabold Resources UK country profile   l    Union Jack Oil UK country profile