Electric Guitar PLC
05 August 2026
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of UK Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon publication of this announcement this information is considered to be in the public domain.
5 August 2026
Electric Guitar PLC
("Electric Guitar" or the "Company")
Revised option to acquire assets in Oklahoma
The Company provides an update on the announcement made on 29 April 2026 regarding its option to acquire certain oil and gas assets located in the Western Anadarko Basin of western Oklahoma, USA (the "April Option") from Vega Upstream JV, LLC ("VUJV"), a joint venture between Covenant Oil Group Corp. ("COG") and ADM Energy PLC, a natural resource investing company ("ADM"), which option expired on 31 July 2026.
The Company has now agreed a revised option with VUJV (the "Revised Option"), which extends its right to exercise its option to no later than 31 October 2026, with completion of the proposed acquisition to have taken place by no later than 30 November 2026, until which date the Company has an exclusivity period. The need to extend the dates results primarily from VUJV's delay in completing its acquisition of the portfolio of companies and assets that include those covered by the April Option.
In addition, following further negotiations and due diligence since the April Option was agreed, the Company has now secured a variation to its terms to focus the Company's proposed acquisition solely on those assets which most closely support the Company's strategy of generating behind-the-meter ("BTM") power from gas wells to intensive compute sites such as datacentres.
To which end, the Revised Option provides for the Company to have the right to acquire VUJV's recently acquired subsidiary, West Thomas Field Services, LLC ("WTFS"), which owns the whole of the 'midstream' business acquired by VUJV (instead of a half interest in that and a half interest in VUJV's operated 'upstream' assets as provided for in the April Option) and c. 160 acres of land on which the principal midstream assets are located (facilitating the Company's proposed BTM opportunities). In addition, the Revised Option provides for the exclusive right for WTFS to provide midstream services to VUJV's existing and future upstream operations for five years (effectively guaranteeing the Company's core revenues and supply of gas, as well as additional prospective revenues).
The midstream business includes the Deer Creek gathering system of approximately four square miles in Custer County, Oklahoma, and is the surface operation which gathers, processes, compresses and transports gas that has been brought to the surface by the upstream operators to which its systems are connected (including, but not limited to, all of VUJV's upstream operations) and which acts as merchant of the processed gas on behalf of those operators to customers. In other words, this is the business that adds value to gas after it has been extracted, and therefore best fits the Company's strategy.
WTFS receives both fixed service fees and volume-related fees from the upstream operators, as well as a percentage of the gas sale price received from customers. As such, its revenues and costs are more predictable and less capital intensive and volatile than those of upstream mining operations, whose revenues are closely tied to commodity oil and gas prices, whose running costs are higher, and whose capex requirements are typically more substantial and speculative.
The Revised Option provides for the purchase price of WTFS to be USD 6.9 million, reduced by the net income received on the WTFS business from an effective strike date of two months before completion of the acquisition ("Strike Date"). At the Company's discretion, up to USD 1 million of the net purchase price may be satisfied by the issue of new ordinary shares in the Company, which would make the net cash element of the purchase price USD 5.9 million, less the related net income since the Strike Date. The Revised Option also provides for up to USD 5 million of the net purchase price to be satisfied by the Company's adoption of an up to USD 5 million 5-year term loan secured on the WTFS assets that is being arranged by - and is to be guaranteed by - VUJV (the "Loan"), which would reduce the cash element of the purchase price to less than USD 1 million.
Accordingly, if Electric Guitar decides to exercise the Revised Option, it would own WTFS, which would constitute a reverse takeover pursuant to rule 14 of the AIM Rules for Companies ("RTO") and therefore would be subject to, inter alia, approval by shareholders of Electric Guitar.
Further terms relating to the Revised Option
The Revised Option maintains and updates the terms in the April Option for collaboration between COG, ADM, VUJV and the Company in connection with the transaction, specifically that: in the event that WTFS is acquired by the Company via the exercise of the Revised Option and conditional thereon, and in consideration of VUJV's role in connection with the identification, negotiation, due diligence and financing of VUJV's initial acquisition of the Oklahoma companies and assets and of the Company's proposed WTFS acquisition and its related assets and rights, VUJV will be entitled to:
1. A total fee of USD 300,000, of which up to half may at the Company's option be satisfied by the issue of new ordinary shares of 0.01p in the Company ("Ordinary Shares") at the issue price of Ordinary Shares at the time of the RTO (the "RTO Price");
2. A five-year warrant to subscribe for new Ordinary Shares equal in total to 5 per cent. of the issued share capital of the Company on completion of the RTO, at a subscription price 50 per cent. higher than the RTO Price; and
3. In consideration of VUJV not only arranging, but also guaranteeing the Loan, an additional USD 150,000 guarantee and arrangement (consultancy) fee will be paid in cash to VUJV by the Company within 10 business days of the Company adopting (or closing as the case may be) the guaranteed Loan.
In addition, the Revised Option also provides for VUJV to:
1. Nominate two non-executive directors to the Company's Board;
2. Have the right to follow and thereby maintain its percentage shareholding in the Company following the RTO in future placings for cash of the Company's Ordinary Share capital; and
3. Have the right to pre-empt a sale by the Company of WTFS or of a controlling interest in that business.
Next steps
The proposed RTO will be subject to, inter alia, the completion of satisfactory due diligence, regulatory approvals, the execution of final legally binding documents, publication of an AIM Admission Document, approval by shareholders of Electric Guitar at a general meeting of the Company of the RTO and (if required) of a waiver of the obligations that would otherwise arise under Rule 9 of the Takeover Code (also subject to approval by the Takeover Panel), and re-admission of the Company's Ordinary Shares to trading on AIM. There is therefore no guarantee that the proposed acquisition of WTFS will proceed, nor as to its final terms or timing. The Ordinary Shares remain suspended from trading on AIM in the meantime.
The Company will provide further updates as appropriate as matters progress.
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Important notices
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "aims", "expects", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.
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