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THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY S.P. ANGEL CORPORATE FINANCE LLP, SOLELY FOR THE PURPOSES OF THE FCA RULES AND SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. S.P. ANGEL CORPORATE FINANCE LLP IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA").
This announcement is an advertisement for the purposes of section 5-A.5 of the Market Conduct Sourcebook of the FCA. Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in the MTF admission prospectus (within the meaning of regulation 21(3) of The Public Offers and Admissions to Trading Regulations 2024) in its final form which may be published by the Company and any supplement thereto ("Admission Document"), in connection with the proposed Admission (as defined below).
A copy of the Admission Document will, following publication, be available for viewing on 1947 Oil & Gas Plc's corporate website at www.1947plc.com, subject to certain access restrictions.
05 August 2026
1947 OIL & GAS PLC
("1947" or the "Company")
Confirmation of Intention to Float on AIM
and
Conditional Acquisition of Renaissance Offshore LLC
1947 Oil & Gas plc, a newly incorporated oil and gas production company focused on acquiring, operating and growing a portfolio of producing assets in the United States, is pleased to announce its intention to apply for admission of its ordinary shares (the "Ordinary Shares") to trading on the AIM Market of the London Stock Exchange ("Admission"). Admission is expected to occur in August 2026, after which the Company's Ordinary Shares will commence trading on AIM under the ticker "1947".
In connection with Admission, the Company has entered into a conditional agreement to acquire Renaissance Offshore, LLC (the "Acquisition"), a privately held, Houston-based oil and gas production company with interests in eleven fields located in the shallow-water Gulf of America. The Acquisition, which will complete upon Admission, represents the Company's first asset and provides an immediate, material production base from which to pursue its broader growth objectives. The Directors believe this combination of operational depth and financial market experience positions the Company to execute on its strategy in a disciplined and value-accretive manner. There can however be no assurance that the Company will realise the anticipated benefits following completion of the Acquisition.
Concurrently with Admission, the Company is raising gross proceeds of £50 million through the issuance of 500,000,000 new ordinary shares, at 10 pence per ordinary share, to institutional and other investors (the "Fundraising"). The expected market capitalisation of the Company on Admission will be £65 million.
The net proceeds of the Fundraising, together with the net proceeds of the Company's Pre-IPO fundraising - which was oversubscribed and raised gross proceeds of approximately £7.2 million - will be applied principally towards funding the cash consideration payable in respect of the Acquisition, with the balance allocated to working capital and the costs of Admission.
Investment Highlights
• Proven, cash-generative asset base - The Company's first acquisition provides immediate exposure to a producing portfolio. | • Independently audited reserves at attractive valuation - NSAI has certified 1P net reserves of 15.0 MMboe and 2P net reserves of 19.7 MMboe with a 2P PV10 of US$346 million (before U.S federal income taxes and after deducting estimated abandonment costs) using the forward oil and gas prices as at May 15, 2026 which compares favourably to a headline acquisition consideration of US$65 million, implying a significant value creation multiple. | • Experienced management team - The Company's leadership brings together Tim Duncan, founder and former CEO of Talos Energy NYSE:TALO, which he built into the largest independent Gulf of America producer with a peak market capitalisation of US$2.6 billion; Jeff Currie, formerly Goldman Sachs' Global Head of Commodities Research for 27 years, now Senior Advisor and former Chief Strategy Officer at The Carlyle Group; and Ivan Murphy, a founder of Cove Energy PLC, which was acquired for US$1.5 billion, and Executive Chairman of London Stock Exchange-listed Harena Rare Earths PLC. The operational team at Renaissance brings a further combined 70-plus years of Gulf of America operational experience. | • Undervalued basin with significant embedded value - Conventional shallow-water assets in the Gulf of America are systematically undervalued by institutional markets despite generating strong free cash flow. The Directors estimate US$20 billion or more of stranded reserves remain accessible at low cost via existing infrastructure. This structural mispricing creates a significant and repeatable acquisition opportunity set for the Company. | • Dividend policy - The Company expects the impact of sustained higher oil prices to strengthen cash generation and intends to implement a progressive dividend policy, commencing with an interim dividend following release of results for the half-year to 30 June 2027. |
Tim Duncan, Executive Chairman of 1947, commented:
"We believe that conventional, mature assets in the Gulf of America represent compelling value opportunities in the US energy sector today. The Company's first acquisition of Renaissance Offshore LLC provides 1947 with immediate and oil-weighted cash flows, giving us a strong foundation from which we can scale production significantly to pursue our broader growth objectives. I look forward to working with the combined 1947 and Renaissance teams."
Ivan Murphy, Co-President & Co-Founder of 1947, added:
"A listing on London's AIM market and the capital access this provides will enable 1947 to capitalise on our strong pipeline of producing, cash-generative shallow-water assets in one of the most productive and geopolitically secure offshore basins globally. The scale of opportunity in combination with our proven operational capability and our disciplined acquisition strategy positions 1947 to deliver sustainable growth and attractive long-term returns for our shareholders."
For Further Information, please contact:
1947 Oil & Gas plc Via Celicourt Communications | SP Angel - Nominated Adviser and Joint Broker Caroline Rowe, Ewan Leggat, Devik Mehta +44 20 3470 0470 | Oak Securities - Joint Broker Jerry Keen, Calvin Man +44 20 3973 3678 | Cavendish - Joint Broker Neil McDonald, Pete Lynch, Pearl Kellie +44 20 7908 6000 | Celicourt Communications - Public Relations Mark Antelme, Sophie Brand +44 20 8434 2643 |
Background to the Company
1947 Oil & Gas PLC was incorporated in England and Wales to acquire, operate and develop producing oil and gas assets with a focus on generating near-term cash flow and progressive shareholder returns. The Company's founding strategy is centred on identifying mature, cash-flowing hydrocarbons portfolios that benefit from low-cost development opportunities overlooked by larger operators, and from which the Company can build a meaningful and scalable production base.
The Company is led by a team of experienced oil and gas operators and capital markets professionals, whose collective track record spans the development and monetisation of significant energy assets across the Gulf of America, North Africa and East Africa. The Directors believe this combination of operational depth and financial market experience positions the Company to execute on its stated strategy in a disciplined and value-accretive manner.
Overview of the Assets
The Company has conditionally agreed to acquire from Renaissance an interest in a portfolio of producing oil and gas properties located in offshore Louisiana state and in federal waters in the Gulf of America. The assets comprise interests in eleven fields situated on the continental shelf of the Gulf of America Basin 4. With the exception of Main Pass 77, which lies in Louisiana state waters, all of the assets are located in federal waters.
Figure 1: Map showing the locations of Renaissance's assets (Source: Company)
The portfolio is characterised by conventional, long-established shelf production with extensive existing well control and infrastructure. The material assets are Ship Shoal 198, Eugene Island 331, South Pass 65, Ship Shoal 266, Vermilion 408 and Main Pass 77 Fields which are the major value fields and together comprise approximately 86 per cent. of the future net revenue before income taxes, discounted at 10 per cent. (present worth), of the Proved plus Probable reserves. The non-material assets are Ship Shoal 219, South Timbalier 317, Vermilion 369 and West Delta 152 which are the minor value fields and together comprise approximately 14 per cent. of the present worth before income taxes of the Proved plus Probable reserves and Main Pass 264.
Renaissance currently operates all of the assets and holds a 100 per cent. working interest in each operated field, save for South Pass 65 Field, where GOM Shelf, LLC is the designated operator and in which Renaissance holds a 50 per cent. working interest with net revenue interest subject to specific government royalty and shallow and deep-water rights. The leases are predominantly held by production and, after the end of their primary term, may be held indefinitely by continued production; in certain circumstances the primary term may be extended by the relevant authority as a result of drilling and development activities. For certain fields, an area across lease blocks is unitised such that all partners in the unit have a common interest.
Directors and Senior Management
The Directors and the Company's senior management have significant technical, operational and financial experience in the oil and gas sector. On Admission, the Board will comprise of three executive directors and three non-executive directors, two of whom are independent.
Timothy Scott Duncan, aged 53, Executive Chairman
Mr. Duncan is the Executive Chairman of Renaissance. Mr. Duncan has helped build three companies in the Gulf of America over the past 25 years, including as Founder, CEO & President of Talos Energy NYSE:TALO, which he built into the largest independent Gulf of America producer. Mr. Duncan is a current board member of Expand Energy NASDAQ:EXE. Mr. Duncan holds a Bachelor of Science in Petroleum Engineering from Mississippi State University and an MBA from the University of Houston.
Brian Paul Romere, aged 64, Co-President and Chief Financial Officer
Mr. Romere has been the Chief Financial Officer of Renaissance since 2011. Mr. Romere has over 30 years of experience in energy finance and offshore operations. He was the Chief Financial Officer of Anglo-Suisse Offshore Partners, a Director at E&Y Corporate Finance, and Chief Financial Officer of King Ranch Oil & Gas. Mr. Romere holds a BBA from Texas A&M University and an MBA from The University of Texas at Austin.
Ivan James Bowen Murphy, aged 53, Co-President and Founder, Executive Director
Mr. Murphy has over 25 years of experience in natural resources investment banking and capital markets. Mr. Murphy is a founder of Cove Energy PLC which was acquired for $1.5 billion in 2012, and is currently Executive Chairman of London Stock Exchange listed Harena Rare Earths PLC. Mr. Murphy brings extensive M&A origination, deal structuring and London capital markets execution experience.
Jeffrey Robert Currie, aged 59, Non-Executive Director and Founder
Mr. Currie is a Senior Adviser, formerly Chief Strategy Officer, at The Carlyle Group, one of the world's largest multinational alternative asset management and private equity firms with US$475 billion of assets under management. Prior to this, Mr. Currie spent 27 years at Goldman Sachs as Global Head of Commodities Research. Mr. Currie holds a PhD in Economics from the University of Chicago, a Master's Degree in Economics from the University of Chicago and a Bachelor's Degree in Economics from Pepperdine University.
Andrew Paul Richards, aged 63, Independent Non-Executive Director
Mr. Richards is a qualified Solicitor and experienced investment banker with over 35 years of experience, having worked on multiple IPOs and private fundraisings across various sectors including oil & gas. Mr. Richards is currently Executive Chairman of TES Holdings Limited (a waste oil and water treatment business in Colombia) and a Non-Executive Director of London Stock Exchange listed Harena Rare Earths PLC.
Stephen Michael Bullock, aged 65, Independent Non-Executive Director
Mr. Bullock is a Chartered Accountant with over 30 years of experience in listed company audit and capital markets reporting in the UK and internationally with a particular focus on mining and energy in small cap public companies, having acted on more than 75 IPOs and other public company transactions. Mr. Bullock has been a speaker at conferences and events in the UK, Europe, Asia Pacific, Australasia and North America promoting listings in London. He was a PIE registered auditor and director of FCA registered businesses until his retirement from practice in 2025 and is an experienced NED and Audit Committee Chair.
Larry Mikell Tolleson, aged 66, Chief Operating Officer (non-board)
Mr. Tolleson has been the COO of Renaissance since 2014. He brings over 40 years of experience in oil & gas operations, with substantial experience focused on the offshore Gulf of America. He began his career with Marathon Oil and has held roles at Meridian Oil, Petsec Energy, Unocal, Devon Energy, and Chalker Energy. In Renaissance, he brings strong expertise in drilling, field operations, and production management.
-ENDS-
GLOSSARY OF TECHNICAL TERMS
MMboe Millions of barrels of oil equivalent. | Operator A company that has legal authority to drill wells and undertake production of oil and gas. | Proved reserves or 1P An incremental category of estimated recoverable quantities associated with a defined degree of uncertainty. Proved Reserves are those quantities of petroleum that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations. | Proved plus Probable reserves or 2P Probable Reserves are an incremental category of estimated recoverable quantities associated with a defined degree of uncertainty. Probable Reserves are those additional Reserves that are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves. It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the 2P estimate. | PV or Present Value The present value of a future sum of money or stream of cash flows given a specific rate of return e.g. PV 10 means the present value at a discount rate of ten per cent. (10 per cent.) | Reserves Those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of a given date) based on the development project(s) applied. | Working interest An entity's equity interest in a project before reduction for royalties or production share owed to others under the applicable fiscal terms. |
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to purchase any Ordinary Shares or other securities in the Company, or otherwise to engage in investment activity in relation to the Company. Persons viewing this announcement who are considering purchasing or subscribing for any Ordinary Shares or other securities in the Company pursuant to the Fundraising following the publication of the Admission Document are reminded that any such purchase or subscription must be made only on the basis of the information contained in the Admission Document in its final form and any supplementary admission document relating to the Company, which may be different from the information contained in this announcement. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness.
No representation or warranty, express or implied, is given by the Company, its Advisers (as defined below) or their respective directors, officers, employees, agents or representatives, in relation to the information in this announcement, and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to further updating, completion, revision, further verification and amendment in the final Admission Document. However, nothing in this announcement is intended to limit the liability of any person for their own fraud.
This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from Australia, Canada, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where such distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including Australia, Canada, New Zealand, Japan or the Republic of South Africa. There will be no public offering of securities by the Company in Australia, Canada, New Zealand, Japan or the Republic of South Africa.
Some statements in this announcement contain forward-looking information or forward-looking statements. These statements address or anticipate future events and conditions and so involve inherent risks and uncertainties. Forward-looking statements are frequently characterized by words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur.
Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, each of the Company and the Advisers, and their respective directors, officers, employees, agents and representatives and all other persons disclaim any intent or obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future events, or results or otherwise. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained in this announcement is expressly qualified by this cautionary statement.
Before subscribing for any Ordinary Shares, persons viewing this announcement should read the Admission Document and ensure that they fully understand and accept the potential risks associated with a decision to invest in the Ordinary Shares. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Ordinary Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Following Admission, the value of the Ordinary Shares could decrease as well as increase. Neither this announcement, nor the Admission Document constitute a recommendation with respect to any investment in Ordinary Shares. Potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Ordinary Shares for the person concerned.
Nothing contained in this announcement constitutes or should be construed as being (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation. No statement contained in this announcement is intended to be, and nor shall any such statement be construed as, a profit forecast.
For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and joint broker to the Company in connection with the Fundraising and Admission only. Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to the Company in connection with the Fundraising and Admission only. Merlin Partners LLP (trading as Oak Securities) ("Oak Securities"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to the Company in connection with the Fundraising and Admission only. Beech Hill Securities, Inc. ("Beech Hill") is acting as placing agent to the Company in connection with the Fundraising and Admission only. None of the Advisers will be acting for any other person (including a recipient of this document) or otherwise be responsible to any other person (whether or not a recipient of this document) for providing the protections afforded to their respective clients or for advising any other person on the contents of this document or otherwise in respect of the Fundraising and Admission or any other transaction, matter or arrangement referred to in this document
Apart from the responsibilities and liabilities, if any, which may be imposed on SP Angel, Cavendish, Oak Securities or Beech Hill (together, the "Advisers") by the FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Advisers nor any of their affiliates and/or any of their or their affiliates' directors, officers, partners, employees, advisers and/or agents accept any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification or for any other statement made or purported to be made by any of them, or on their behalf, in connection with the Company, Admission, or the Ordinary Shares. No representation or warranty, express or implied, is made by any Adviser or their affiliates or any selling agent as to the accuracy, completeness, verification or sufficiency of such information and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether or not to the past or future. Accordingly, it's the Advisers and their affiliates and their or their affiliates' directors, officers, partners, employees, advisers and agents accordingly disclaim, to the fullest extent permissible by law, all and any responsibility or liability (save for statutory liability), whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or otherwise.
Notice to Distributors
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK Product Governance Requirements) should note that: (i) the price of the Ordinary Shares may decline and investors could lose all or part of their investment; (ii) the Ordinary Shares offer no guaranteed income and no capital protection; and (iii) an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
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