Pennpetro Energy Signs Preliminary Agreement for ICENERGY Reverse Takeover

Pennpetro Energy plc (LSE:PPP) has entered into a non-binding heads of agreement to acquire the entire share capital of Indigenous Canadian Energy Holdings Inc., known as ICENERGY, in an all-stock transaction. The acquisition is structured as a reverse takeover, with ICENERGY shareholders set to hold at least 90 per cent of Pennpetro prior to a planned equity raise. Pennpetro shares were trading at 9.55 pence, up 2.47 per cent following the announcement.

The transaction aims to pivot Pennpetro into a transition energy producer focused on converting waste wood fibre into pelletised biofuel to replace coal in heat and power generation. ICENERGY targets its first fuel deliveries to Poland in December 2026. To fund retail market expansion and construct a wholly owned production facility, Pennpetro intends to raise 20 million pounds through a placing of new shares, based on a pre-money enlarged valuation of at least 80 million pounds. Because two Pennpetro directors, Richard Spinks and Grand Chief Ronald Derrickson, are also directors and shareholders in ICENERGY, the deal qualifies as a related-party transaction requiring independent valuation and shareholder approvals.

Completion remains subject to due diligence, final transaction agreements, regulatory approvals, and raising at least 20 million pounds in new equity. ICENERGY holds a right to terminate if firm indications for at least 15 million pounds are not secured by January 31, 2027. Upon closing, Pennpetro plans to seek re-admission to the Main Market of the London Stock Exchange under a new corporate name and ticker symbol, targeting a long-stop date of March 31, 2027.