Agreement in principle to acquire Dunbar Energy Inc.

18th July 2025

The Board of Electric Guitar PLC (LSE: ELEG) is pleased to announce that it has signed non-binding heads of terms to acquire Dunbar Energy Inc. ("Dunbar"), a U.S. company incorporated under the laws of the State of Nevada, through a reverse takeover transaction ("RTO").

Dunbar has recently been established in the U.S. to power the next generation of digital infrastructure, including AI and crypto. With datacentre demand surging and supportive U.S. energy policies, Dunbar aims to convert coal mine methane and stranded gas in oil and gas wells into power for modular 'compute' sites for datacentres, to support crypto infrastructure at remote wells, and generate carbon credits, to deliver scalable, real-world solutions for energy transition partners.

To execute this strategy, Dunbar is building a strategic portfolio of energy assets across key U.S. regions. Dunbar already holds 3,500 acres of mineral rights and producing wells in Kentucky, and has working interests in producing wells in Louisiana. Dunbar has entered into exclusivity for the acquisition of its first proposed gas-powered datacentre site in Pennsylvania, which includes producing gas wells. A strong pipeline of further acquisitions is under negotiation in Kentucky, West Virginia, and Pennsylvania.

Dunbar brings together a seasoned team with decades of experience in coal mining and oil and gas, strengthened by leading IT and datacentre professionals.

Consideration for the proposed RTO will be satisfied through the issue of new ordinary shares of 0.01 pence in the Company, which are expected to represent a majority of the Company's enlarged issued share capital.

The proposed transaction is subject to, inter alia, the completion of satisfactory due diligence, 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 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.

A 90-day exclusivity period between Dunbar and the Company has been agreed, which provides that should either party withdraw during this period, they will bear the transaction costs incurred by the other party up to that point, subject to no demonstrably material adverse matter having arisen during due diligence.

Although there is no guarantee that the proposed RTO will proceed nor as to its final terms or timing, once the heads of terms become binding Dunbar will be required to pay additional compensation to Electric Guitar should it withdraw from negotiations. It is anticipated that the heads of terms will become binding in the near future, depending on certain conditions being met, and a further announcement will be made as appropriate.