Pennpetro signs heads of agreement to acquire ICENERGY

LONDON - Pennpetro Energy plc (LSE:PPP) has reached non-binding Heads of Agreement with Indigenous Canadian Energy Holdings Inc. to acquire the entire issued share capital of ICENERGY, according to a press release. The potential deal follows Pennpetro's announcement of ICENERGY as its reverse takeover target on September 15, 2026.

ICENERGY is a Canadian transition energy company that aims to convert waste wood fibre into pelletised biofuel for residential and industrial heat and power generation in the European Union, with first deliveries expected in December 2026. Under the agreement, Pennpetro would acquire ICENERGY by issuing new ordinary shares without any cash consideration, with ICENERGY shareholders owning at least 90% of Pennpetro's issued share capital immediately after completion, pending a proposed placing.

The company plans to raise £20 million through the placing of new ordinary shares, subject to re-admission, representing a maximum of 20% of the enlarged issued share capital. The transaction is expected to be a reverse takeover under UK Listing Rules, with completion contingent on various conditions such as due diligence, shareholder approvals, Financial Conduct Authority approval, and admission to trading.

The agreement includes a long-stop date of March 31, 2027. Notably, ICENERGY directors Richard Spinks and Grand Chief Ronald Derrickson are also directors and shareholders in Pennpetro, making this a related party transaction.