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LONDON - Electric Guitar PLC (LSE:ELEG) has signed non-binding heads of terms to acquire U.S.-based Dunbar Energy Inc. through a reverse takeover transaction, according to a press release statement issued Friday.
Dunbar Energy, incorporated in Nevada, focuses on converting coal mine methane and stranded gas from oil and gas wells into power for modular datacentre sites and cryptocurrency infrastructure, while also generating carbon credits.
The company currently holds 3,500 acres of mineral rights and producing wells in Kentucky, along with working interests in producing wells in Louisiana. Dunbar has also secured exclusivity for the acquisition of a gas-powered datacentre site in Pennsylvania that includes producing gas wells.
The proposed acquisition will be satisfied through the issuance of new ordinary shares in Electric Guitar, which are expected to represent a majority of the company’s enlarged issued share capital following completion.
Both parties have agreed to a 90-day exclusivity period, with provisions that if either withdraws during this period, they will bear the transaction costs incurred by the other party, subject to no material adverse findings during due diligence.
The transaction remains subject to satisfactory due diligence, execution of final legally binding documents, publication of an AIM Admission Document, shareholder approval at a general meeting, and a waiver of obligations under Rule 9 of the Takeover Code, which requires Takeover Panel approval.
The company stated that the heads of terms are expected to become binding in the near future, dependent on certain conditions being met, at which point Dunbar would be required to pay additional compensation to Electric Guitar should it withdraw from negotiations.
No guarantee has been provided that the proposed reverse takeover will proceed or regarding its final terms or timing.
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