ZEPHYR ENERGY PLC

Share Issue/Capital Change • Jun 30, 2025

National Storage Mechanism | Additional information

RNS Number : 9357O

Zephyr Energy PLC

30 June 2025

30 June 2025

Zephyr Energy plc

("Zephyr" or the "Company")

Director Subscription to raise £0.7 million

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) announces that further to the Placing announced on 25 June 2025, certain Directors, management and their affiliates have now subscribed for, in aggregate, 23,333,333 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at an issue price of 3 pence per new Ordinary Share (the "Issue Price"), conditional on the passing of the Resolutions at the General Meeting on 14 July 2025 (the "Director Subscription").

The Director Subscription raises £0.7 million (before expenses) for the Company and together with the Placing of 326,666,667 new Ordinary Shares at the Issue Price, details of which were announced on 25 June 2025, in aggregate £10.5 million (before expenses) has been raised for the Company.

Of the Director Subscription, 2,132,099 new Ordinary Shares have been subscribed for by certain employees of the Company and the following Directors have conditionally subscribed for a total of 21,201,234 new Ordinary Shares at the Issue Price:

Director/shareholder	Position	New Ordinary Shares being subscribed for	Total Ordinary Shares held on Admission	Percentage of   enlarged share capital on Admission
Origin Creek Energy LLC1	Controlled by Colin Harrington	18,282,716	177,237,262	8.44%
Colin Harrington1	Chief Executive Officer	1,234,568	2,688,504	0.13%
Rick Grant	Non-Executive Chairman	617,284	2,117,284	0.10%
Chris Eadie	Group Finance Director	1,000,000	8,229,640	0.39%
Gordon Stein	Non-Executive Director	33,333	2,383,333	0.11%
Tom Reynolds	Non-Executive Director	33,333	1,033,333	0.05%

1 Rick Grant, the Non-Executive Chairman of Zephyr, and Colin Harrington, the Chief Executive Officer of Zephyr, are both shareholders and directors of Origin Creek Energy LLC ("OCE"), and Colin Harrington is indirectly the controlling shareholder of OCE. As a result, Colin Harrington's total interest in the Company including OCE on Admission will be 179,925,766 Ordinary Shares (representing approximately 8.565 per cent. of the issued share capital of the Company on Admission).

The FCA notification table in respect of these director dealings, made in accordance with the requirements of UK MAR, is appended further below.

Due to limits on the existing share authorities available to the Company the Placing comprised two tranches. The First Placing completed on 27 June 2025. The Director Subscription is expected to complete alongside the Second Placing on or around 15 July 2025 subject to the passing of the Resolutions at the General Meeting on 14 July 2025, details of which are set out in the announcement of 24 June 2025 .

Admission to AIM

Application has been made to the London Stock Exchange for admission of the 151,594,765 Second Placing Shares and 23,333,333 Director Shares to trading on AIM ("Admission"), subject to, amongst other things, the passing of the Resolutions at the General Meeting. Admission is expected to occur on or around 15 July 2025 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 29 July 2025).

Total voting rights

Immediately following Admission, the Company will have 2,100,719,020 ordinary shares of 0.1p each in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 2,100,719,020 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, definitions contained in this announcement have the same meaning as set out in the Company's announcement of 24 June 2025.

Contacts:

Zephyr Energy plc Colin Harrington (CEO) Chris Eadie (Group Finance Director and Company Secretary)	Tel: +44 (0)20 7225 4590
Allenby Capital Limited   - AIM Nominated Adviser Jeremy Porter / Vivek Bhardwaj	Tel: +44 (0)20 3328 5656
Turner Pope Investments   - Joint Broker James Pope / Andy Thacker  Canaccord Genuity Limited -   Joint Broker Henry Fitzgerald-O'Connor / Charlie Hammond Celicourt Communications -  PR Mark Antelme / Ali AlQahtani	Tel: +44 (0)20 3657 0050 Tel: +44 (0)20 7523 8000 Tel: +44 (0) 20 7770 6424

Notes to Editors

Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) is a technology-led oil and gas company focused on responsible resource development in the Rocky Mountain region of the United States.  The Company's mission is rooted in two core values: to be responsible stewards of its investors' capital, and to be responsible stewards of the environment in which it works.

Zephyr's flagship asset is an operated 46,000-acre leaseholding located in the Paradox Basin, Utah. In addition to its operated assets, the Company owns working interests in a broad portfolio of non-operated producing wells across the Williston Basin in North Dakota and Montana. Cash flow from the Williston production will be used to fund the planned Paradox Basin development. In addition, the Board will consider further opportunistic value-accretive acquisitions. 

This Announcement is made in accordance with the Company's obligations under Article 17 of UK MAR and the person responsible for arranging for the release of this Announcement on behalf of Zephyr is Colin Harrington, Chief Executive Officer.   

Director/PDMR UK MAR disclosures

The following notification, made in accordance with the requirements of the UK Market Abuse Regulation, gives further details.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Name	Position
Origin Creek Energy LLC	Controlled by Colin Harrington
Colin Harrington	Chief Executive Officer
Rick Grant	Non-Executive Chairman
Chris Eadie	Group Finance Director
Gordon Stein	Non-Executive Director
Tom Reynolds	Non-Executive Director

2

Reason for the notification

a)

Position/status

See above

b) 

Initial notification /Amendment

Initial notification

3 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Zephyr Energy Plc

b)

LEI

254900TAVH3MBZ1EMC29

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument 

Identification code

Ordinary shares of 0.1p each in Zephyr Energy Plc

Identification code (ISIN) for Zephyr Energy Plc ordinary shares of 0.1 pence each: GB00BF44KY60

b)

Nature of the transaction

Purchase of ordinary shares 

c)

Price(s) and volume(s)

Name	Price(s)	Volume(s)
Origin Creek Energy LLC	3p	18,282,716
Colin Harrington	3p	1,234,568
Rick Grant	3p	617,284
Chris Eadie	3p	1,000,000
Gordon Stein	3p	33,333
Tom Reynolds	3p	33,333

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A 

e)

Date of the transaction

30 June 2025

f)

Place of the transaction

London Stock Exchange, XLON

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

DSHFMMFTMTBJMIA