TXO : Share Capital Reorganisation & GM Notice

TXO PLC
("TXO" or the "Company")

Proposed Share Capital Reorganisation

Notice of General Meeting

TXO, the energy resource and clean technology investment company, announces that it has posted to shareholders a document regarding a Reorganisation of the Company's share capital and a General Meeting to approve the necessary resolutions to allow this to occur, the text of which is below:

1 Introduction

The Company presently has a very large number of ordinary shares in issue, each of which has a nominal value of 0.1p. In order to reduce the number of shares in issue, shareholder approval ("Resolutions") is being sought to complete a share capital reorganisation ("Capital Reorganisation").

The Directors are convening a general meeting ("General Meeting") to seek shareholder approval for the Resolutions.

2 Background to and reasons for Share Capital Reorganisation

The Company's share price has been badly affected by the convertible loans made by Bergen Asset Management, LLC being converted into shares and such shares subsequently being sold on the open market over the last year, most notably in the last two months. This has reduced the share price to below the nominal value and almost doubled the number of shares in issue to 1,331,677,636.

As a consequence of having a very large number of ordinary shares in issue, with a very low share price, small share trades can result in large percentage movements in the share price which results in considerable volatility.

The Capital Reorganisation will have the effect of reducing the number of shares in issue. The Directors believe that this will result in a share price that will be at a more appropriate level for the Company as well as a level more likely to attract suitable potential investors.

Assuming no further ordinary shares of 0.1p are issued before the General Meeting and that the Resolutions are passed, the Company will have a maximum of 1,331,500 ordinary shares of 10p each in issue after the Capital Reorganisation.

3 Proposed Capital Reorganisation

It is proposed that the existing 1,331,677,636 ordinary shares of 0.1p each currently in issue (together, "Existing Ordinary Shares") will be sub-divided and consolidated on the basis of, and according to, the steps set out in the Resolutions. It is proposed that every Existing Ordinary Share will be sub-divided and reclassified as one ordinary share of 0.01p ("Sub-divided Share") and one deferred share of 0.09p ("Deferred Share").

It is then proposed that every 500,000 Sub-divided Shares will be consolidated into 1 ordinary share of £50. Unless a shareholding equals or exceeds 500,000 Existing Ordinary Share (and therefore 500,000 Sub-divided Shares), shareholders will be left with a fractional entitlement to the resulting ordinary shares if the Resolutions are approved. Any fractions arising as a result of the consolidation will be aggregated and sold in accordance with the relevant provisions of the Company's articles of association as soon as practicable after the Resolutions are passed. The Company is generally required to distribute the proceeds of such sale (after deduction of expenses of the sale) to the relevant shareholders in proportion to their fractional entitlements save that, where the proceeds of such a sale (after the deduction of expenses of the sale) do not exceed £5.00 (such threshold being that which is specified in the Listing Rules), the Company may retain such proceeds.

Following the sub-division of the Existing Ordinary Shares and subsequent consolidation of the Sub-divided Shares, the nominal value of each Ordinary Share will be £50. The Companies Act 2006 provides that a company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares. In order that the Company may issue ordinary shares at a more attractive lower subscription price in the future, the Company proposes that each ordinary share in the issued capital of the Company having a nominal value of £50 (following the consolidation) be sub-divided into 500 ordinary shares of 10p each (together, "Resultant Shares").

4 Deferred Share rights

The Deferred Shares shall have the rights and restrictions as set out in the Company's articles of association and shall (save that it has a different nominal value) rank pari passu with the existing deferred shares in the capital of the Company. A deferred share does not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution. A deferred share shall entitle the holder thereof to participate in any return of capital on a winding up but only after the liabilities of the Company have been paid and after the holders of ordinary shares have received the sum of £10,000,000 for each ordinary share held by them and the holder of a deferred share shall have no other right to participate in the assets of the Company. A deferred share is liable to be cancelled without payment of any consideration to the holder of the deferred share.

5 General Meeting

The General Meeting is to be held at The Silverstone, Victory House, 400 Pavilion Drive, Northampton Business Park, Northampton NN4 7PA on 19th March 2015 at 10.00 am, at which the Resolutions described below, all of which are inter-conditional, will be proposed ("GM Notice").

The GM Notice contains both ordinary resolutions (which require the approval of a simple majority of shareholders who vote) and a special resolution (which requires the approval of at least 75% of shareholders who vote). Resolutions 1, 2 and 4 will be proposed as ordinary resolutions and Resolution 3 will be proposed as a special resolution.

Resolution 1

This Resolution 1 approves the sub-division and reclassification of the 1,331,677,636 Existing Ordinary Shares of 0.1p each in the capital of the Company into 1,331,677,636 ordinary shares of 0.01p each and 1,331,677,636 deferred shares of 0.09p each in the capital of the Company.

Resolution 2

This Resolution 2 is subject to the passing of Resolution 1 and approves the consolidation of every 500,000 ordinary shares of 0.01p each in the issued capital of the Company into 1 ordinary share of £50 in the capital of the Company.

Resolution 3

This Resolution 3 is subject to the passing of Resolution 2 and approves the sale of fractional share entitlements arising from the consolidation of shares proposed under Resolution 2 by the Company on behalf of each shareholder who holds them, as permitted under article 48 of the Company's articles of association, and to authorise the Company to retain any sale proceeds of less than £5.00 otherwise due to such shareholder (after deduction of costs incurred by the Company in respect of such sale).

Resolution 4

This Resolution 4 is subject to the passing of Resolution 3 and approves the sub-division of each issued ordinary share of £50 in the capital of the Company into 500 ordinary shares of 10p each in the capital of the Company. The proposed Capital Reorganisation will not affect the rights attaching to the ordinary shares of the Company, other than to alter their nominal value. The proposed capital reorganisation will not affect the voting rights of the holders of ordinary shares and will be made by reference to holdings of ordinary shares on the register of members as at the close of business on 17th March 2015.

For further information, please contact:

TXO PLC
Tim Baldwin, Chairman                              [phone]

Lothbury Financial Services Limited       [phone]
Michael Padley / Chris Roberts