Europa Oil & Gas (Holdings) plc said it faced an uncertain future if shareholders rejected a conditional £3.5m fundraise, through the placing of 291,667,000 new ordinary shares.
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A retail offer also aims to raise up to £350,000, via the issue of up to 29,166,667 new ordinary shares of £0.01 each.
The company holds interests onshore UK, offshore Ireland and block EG-08, held by its investee Antler Global Ltd, offshore Equatorial Guinea.
Europa added that without approval to issue the placing and retail offer shares, it “would not have sufficient funds to maintain its current interest in Antler (and therefore the EG-08 licence) nor to continue its other operations and there would be a material uncertainty over the company’s ability to continue as a going concern”.
The placing shares, of one pence each, have a 20% discounted issue price of 1.2p per share to the closing bid price of an ordinary share on 9 February 2026.
Every four placing shares will have one two-year warrant exercisable at two pence.
Every four retail offer shares will also have one warrant, exercisable at the same price as the placing shares.
Completion of the retail offer is conditional on completion of the placing.
The company will additionally issue 10,208,345 broker warrants to Tennyson Securities, exercisable at the issue price.
Shareholders are due to vote at a general meeting on or around 27 February 2026 on the issue of the placing shares and warrants.
Europa will use the net proceeds towards drilling the Barracuda prospect on the EG-08 block, which is held by the company’s investee Antler Global Ltd.
Fuhai (Beijing) Energy Ltd, which has a 40% farm-in, will fund 95% of the total costs to drill and test a well, up to maximum $53 million (£39m). Operations are expected to begin late 2026.
Europa will use remaining proceeds for working capital.