Prospex Energy PLC, the AIM-quoted investment company focused on European gas and power projects, is pleased to announce that it is now in receipt of committed subscriptions totalling approximately 锟�1 million for the offering of its unsecured Convertible Loan Notes.
The Company also notes that it is extending the offering period to Friday 16 January 2026 to allow for further subscriptions to be made. Further details on how to subscribe to the Loan Notes can be found below.
Highlights
锟� Committed subscriptions of 锟�985,000 (including the 锟�565,000 previously announced) for the Company's offering of unsecured Convertible Loan Notes of 锟�1 each, due at the end of June 2028 (the "Loan Notes"). Offer now remains open until 16 January 2026.
锟� The Loan Notes are convertible at 3p per ordinary share at any time at the election of the investor.
锟� Interest of 12% per annum is payable quarterly, with the first two interest payments on 31 March 2026 and 30 June 2026 to be capitalised and added to the loan principal rather than paid in cash.
锟� Loan principal to be repaid in three tranches at the end of December 2027, the end of March 2028 and the end of June 2028.
o Forecast increased gas production from the drilling campaigns on all three of the Company's production concessions is expected to cover the capital repayments.
锟� Net proceeds will be used to support the Company's ongoing activities, including current and future capital expenditure requirements.
锟� Ongoing operational costs and overheads continue to be met from production income generated by the Company's strategic asset portfolio.
Mark Routh, Prospex's CEO, commented:
"The Company is very grateful for the support from shareholders towards the Loan Notes. In order to allow time for further subscriptions to be processed, the Company has extended the Loan Note offering until the 16 January 2026.
"The proceeds of the Loan Notes will mostly be used to fund the Company's ongoing capital expenditure commitments, in particular its 37% share of the cost of the 3D seismic acquisition programme on the Selva Malvezzi production concession in Italy which was successfully completed by the operator last month.
"The Company believes it has a diverse and highly prospective investment portfolio with the potential to deliver significant value over time and, on this basis, encourages shareholders to explore participating in the offer of the Loan Notes."
Use of Funds and Structure
The funds raised from the issue of these Loan Notes is to fund the ongoing growth of the Company and its current and future capital expenditures. Ongoing operational expenditures and overheads are covered currently from production income from the Company's portfolio of assets.
Selva Malvezzi
锟�800,000 of the net proceeds is to fund the Company's share of development costs at the Selva Malvezzi concession, in the Po Valley in Italy, which includes cash calls under the Joint Operating Agreement received and to be received from the operator in respect of the 3D seismic acquisition programme which completed last month.
Viura
锟�200,000 of the Loan Notes already issued settled the balance of the June 2025 cash-call on Viura in northern Spain, which was not fulfilled in cash by the Company at that time. In order to assist the Company, HEYCO Energy Group, Inc. agreed that this 锟�200,000 was converted into the Loan Notes.
Tarba - El Romeral
A total of 锟�300,000 of the net proceeds is to meet the cost of a new transformer at the El Romeral power plant in Carmona southern Spain, which is due for delivery in 6-8 months, which is when the final payment of 锟�235,000 will become due. The transformer was ordered in November 2025 and a 20% deposit of 锟�65,000 has already been paid.
Further Information on the Subscribers and the Loan Note
The Loan Notes will pay 12% interest per annum quarterly, with the first two quarterly interest payments on 31 March 2026 and 30 June 2026 to be capitalised and added to the loan principal rather than paid in cash. Quarterly cash interest payments will be made thereafter with the first payment on 30 September 2026. Unless converted, the Loan Note principal is to be repaid in three equal capital repayments scheduled at the end of December 2027, the end of March 2028 and the end of June 2028. Forecast increased gas production from the drilling campaigns on all three of the Company's production concessions is expected to cover the capital repayments.
The Company can elect to pay the interest in Euros by giving 10 business days' notice. The Company can elect, on a change of control of the Company, where a single party has over 50% of the issued share capital of the Company, to convert some or all of the issued Loan Notes, including capitalised interest, into ordinary shares at the lower of the 3p conversion price or the prevailing market price. Accrued but unpaid interest may be paid in cash at the time of conversion or added to the loan principal and converted at the election of the Noteholder.
Existing share authorities are sufficient to satisfy any potential conversion of the maximum approved amount of 锟�1.6 million plus any accrued interest.
The Company can elect to repay the Loan Notes in full or part at any time by giving the noteholders one months' notice.
How to subscribe to the Loan Notes
The Loan Notes will be issued by the Company directly to each subscriber.
The Loan Note Investor Presentation and Term Sheet can be downloaded from the Company's website at https://prospex.energy/investors/corporate-documents.
To subscribe to the Loan Notes please contact the Company's brokers VSA Capital or Hannam & Partners by email:-
VSA Capital email mail@vsacapital.com
Hannam & Partners email info@hannam.partners
Further Loan Note Subscriptions from the Company Chairman
In addition to the 锟�25,000 already subscribed on 19 December 2025, Bill Smith, a director of the Company, has subscribed an additional 锟�50,000 in cash and agreed to a 锟�15,000 conversion of directors' fees owing, bringing his total contribution to the Loan Notes to 锟�90,000. In addition, he has also committed to subscribe for up to 锟�150,000 of the Loan Notes subscriptions received to date depending on the total amount ultimately subscribed for by third parties.
Related Party Transaction
The additional committed subscription, and the potential further subscription, for the Loan Notes by Bill Smith, constitutes a related party transaction under the AIM Rules. Due to the previous participation by all of the directors in the Loan Notes, there is not a director, or directors, independent of the issue of the Loan Notes to provide the necessary AIM Rule 13 related party transaction opinion. Accordingly, Strand Hanson Limited, the Company's Nominated Adviser, confirms it is satisfied that the terms of these subscriptions by Bill Smith are fair and reasonable insofar as the Company's shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.