i3 Energy PLC Announces Reduction of Capital - Seite 2

The Company has transitioned to UK-adopted international accounting standards ("UK-IFRS") in its parent company accounts for the year ended 31 December 2023, which is the same reporting framework applied in the consolidated Group accounts. Under the transitional provisions of UK-IFRS the Company has restated its investment in i3 Canada to fair value as at the date of transition, and this remeasurement has given rise to a reserve in equity, being the Transition Reserve. The Transition Reserve is an unrealised profit and, as such, does not form part of the Company's distributable reserves.

The adoption of UK-IFRS in the parent entity accounts has no impact on the consolidated financial statements of the Group.

It is therefore proposed that:

a. the amount standing to the credit of the Transition Reserve of £148,517,000 is capitalised by way of a bonus issue of newly created capital reduction shares with a nominal value of £0.0001 and share premium of £0.1234 for each share;

b. the newly created capital reduction shares are cancelled by way of a Court-approved reduction of capital; and

c. £148,396,755, being the amount standing to the credit of the Company's share premium account following the capital reduction bonus issue, is cancelled.

This is expected to increase distributable reserves in the Company to facilitate the future payment of dividends (in cash or otherwise) to Shareholders, where justified by the profits of the Company, or to allow the redemption or buy-back of the Company's shares (or other distributions to Shareholders).

If the proposed Capital Reduction is approved by Shareholders at the GM, it will be subject to the scrutiny of, and confirmation by, the High-Court of England and Wales (the "Court") which will take due account of the protection of creditors and, subject to that confirmation and registration by the Registrar of Companies in England and Wales of the order of the Court, is expected to take effect later this year.

The Board anticipates that this will result in the creation of distributable reserves, however this is subject to: (i) there being no materially negative change in the financial position or prospects of the Company; and (ii) any provision that the Court requires the Company to make for the protection of its creditors (although the Board does not expect any undertakings or similar measures to be required). This will give the Company the maximum flexibility to consider the payment of dividends and otherwise return value to Shareholders, should the Board consider it appropriate. It should however be noted that if the Company is required to give undertakings to the Court, this may delay the Company's ability to pay dividends and otherwise return value to Shareholders.