Geo Energy Resources Limited Announces SGD14.88 Million Share Placement to Boost Capital Structure and Financial Flexibility

Singapore, 5 March 2026 – Geo Energy Resources Limited (“Geo Energy” or “the Company”), a leading Indonesian coal mining group listed on the SGX, has announced a major capital-raising initiative through a proposed private placement of up to 35,000,000 new ordinary shares, aiming to raise gross proceeds of approximately SGD14,875,000. The Placement Agreement was signed with KGI Securities (Singapore) Pte Ltd, acting as the Placement Agent.

Key Highlights of the Proposed Placement

• Number of New Shares: Up to 35,000,000 ordinary shares (representing approximately 2.05% of the Company’s existing issued share capital and 2.01% post-placement).
• Placement Price: SGD0.425 per share, representing a discount of about 4.49% to the volume weighted average price (VWAP) of SGD0.445 per share as of 3 March 2026.
• Gross Proceeds: Up to SGD14,875,000.
• Estimated Net Proceeds: SGD14,325,000 after accounting for placement-related expenses of approximately SGD550,000.
• Use of Proceeds: 100% of net proceeds to be used for working capital purposes.
• No Underwriting: The placement is on a best-efforts basis and is not underwritten.
• Target Subscribers: The placement will be offered to institutional, accredited, and other exempted investors under Sections 272B, 274, and 275 of the Securities and Futures Act (SFA). No prospectus will be issued.
• Listing Approval: Application for listing and quotation of new shares on the SGX-ST to be made; completion is subject to in-principle approval from the exchange.
• No Transfer of Control: The placement will not result in a transfer of controlling interest in the Company.
• Restrictions: Shares will not be placed to directors, substantial shareholders, or interested persons, except under specific exemptions or with SGX-ST approval.

Salient Terms and Conditions

• Placement Commission: KGI Securities will receive a 2.9% commission on the placement price per share, plus GST.
• Expenses: All placement agent expenses, including taxes, will be borne by Geo Energy.
• Conditions Precedent: The placement is subject to:
  • SGX-ST’s in-principle approval for listing the new shares.
  • Applicable exemptions under the SFA.
  • Necessary corporate approvals.
  • No legal or regulatory prohibition.
  • No material adverse change affecting the Company.
• If any condition is not satisfied or waived by the cut-off date, the agreement may be terminated without liability except for accrued costs and expenses.

Rationale and Use of Proceeds

• Rationale: The placement is intended to enhance Geo Energy’s capital structure, improve financial flexibility, and broaden its shareholder base.
• Use of Funds: 100% of net proceeds will be used for working capital. Pending deployment, funds may be placed in deposits, short-term money markets, or debt instruments.
• Transparency: The Company will provide periodic updates and detailed breakdowns on the use of proceeds in its financial statements and annual reports.

Impact on Share Capital and Financials

• Share Capital: Post-placement, the number of issued shares will rise from 1,708,208,126 to 1,743,208,126.
• Net Tangible Assets (NTA) per Share: Minimal change; NTA per share moves from US¢31.42 (SG¢40.34) to US¢31.42 (SG¢40.35).
• Earnings Per Share (EPS): EPS will decrease slightly from US¢1.93 (SG¢2.48) to US¢1.88 (SG¢2.42) due to share dilution, assuming profit attributable to owners remains unchanged.
• Warrants: 41,402,727 outstanding warrants would, if exercised, further increase share capital but are not included in the placement calculation.
• Share Issue Mandate: The placement and potential warrant conversion are within the limits approved by shareholders at the April 2025 AGM.

Regulatory and Compliance Highlights

• The Placement Agent is subject to strict restrictions to ensure no shares are placed to directors, substantial shareholders, interested persons, or parties that would acquire a controlling interest, except as permitted by SGX-ST rules.
• All offers and sales in Singapore will be made without a prospectus, relying on exemptions under the SFA.

Key Points for Shareholders and Investors

• This capital-raising exercise is significant for Geo Energy’s liquidity and expansion, and could potentially impact share price due to dilution and perceived strengthening of the balance sheet.
• EPS dilution is minor but may be a point of consideration for current shareholders.
• There is no transfer of control nor placement to related parties, reducing governance risk.
• Completion of the placement is not guaranteed and is subject to several regulatory and corporate approvals.
• Geo Energy’s management commits to full transparency on the use of proceeds.
• Any material adverse change before completion could lead to cancellation of the placement, which may impact share price volatility in the near term.
• The placement expands the investor base and may improve liquidity of the shares in the market.

Cautionary Statement

Shareholders, investors, and other market participants are advised to exercise caution when trading Geo Energy’s securities. The proposed placement remains subject to several conditions and regulatory approvals, and there is no certainty that it will proceed or be completed as described. The Company will provide further updates as material developments arise. Investors should consult their professional advisors if in doubt.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to sell or the solicitation of an offer to buy any securities. The information is based on publicly available sources as at the time of writing. Investors are advised to do their own due diligence and consult appropriate professional advisors before making any investment decisions. The author and publisher accept no liability for any loss arising from the use of this information.

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