Annual Report & Financial Statements 2025 Union Jack Oil plc ![img-0.jpeg](img-0.jpeg) Hydrocarbon Production, Drilling, Development and Investment Onshore United Kingdom and the United States of America ![img-1.jpeg](img-1.jpeg) --- Chairman's Statement ## Directors, Officers and Advisers DIRECTORS David Bramhill Executive Chairman Joseph O'Farrell Executive Graham Bull Non-Executive Zac Phillips Non-Executive John Americanos Non-Executive COMPANY OFFICE 6 Charlotte Street, Bath BA1 2NE, England Telephone: +44 (0) 1225 428139 Email: info@unionjackoil.com Web: www.unionjackoil.com : @unionjackoilplc REGISTERED NUMBER 07497220 SECRETARY AND REGISTERED OFFICE Matthew Small c/o Berkeley Hall Marshall Limited 6 Charlotte Street, Bath BA1 2NE, England REGISTRARS Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS13 8AE, England AUDITOR Crowe U.K. LLP 2nd Floor, 55 Ludgate Hill, London EC4M 7JW, England SOLICITORS Keystone Law 48 Chancery Lane, London WC2A 1JF, England BANKERS Royal Bank of Scotland plc Drummond House, PO Box 1727, 1 Redheughs Avenue, Edinburgh EH12 9JN, Scotland BancFirst BancFirst Tower, 100 North Broadway, Oklahoma City, Oklahoma 73102, USA FINANCIAL ADVISER Gneiss Energy Limited 5th Floor, 64 North Row, Mayfair, London W1K 7DA, England NOMINATED ADVISER AND JOINT BROKER SP Angel Corporate Finance LLP Prince Frederick House, 35-39 Maddox Street, London W1S 2PP, England JOINT BROKER Zeus Capital Limited 125 Old Broad Street, London EC2N 1AR, England INVESTOR RELATIONS USA Harbor Access 107 Elm Street, 4th Floor, Stamford CT 06092, USA UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- ![img-2.jpeg](img-2.jpeg) Strategic partnerships onshore United Kingdom and the United States of America. Union Jack Oil plc is primarily an onshore oil and gas company with a focus on production, drilling, development and investment in the United Kingdom and the United States of America. The issued share capital is traded on the AIM Market of the London Stock Exchange (Ticker: UJO). Our strategy is the appraisal and exploitation of the assets currently owned. Simultaneous with this process, the Company's management expects to continue to use its expertise to acquire further licence interests over areas where there is a short lead-time between the acquisition of the interest and either exploration drilling or initial production from any oil or gas fields that may be discovered. # Contents BUSINESS AND STRATEGY | Chairman's Statement | 2 | | --- | --- | | Operational Review | 6 | | Strategic Report | 16 | | Environmental, Social and Governance (ESG) | 24 | | Licence Interests | 26 | GOVERNANCE | Directors' Report | 28 | | --- | --- | | Corporate Governance Report | 31 | | Independent Auditor's Report on the Financial Statements | 44 | FINANCIAL STATEMENTS | Income Statement | 49 | | --- | --- | | Statement of Comprehensive Income | 50 | | Balance Sheet | 51 | | Statement of Changes in Equity | 52 | | Statement of Cash Flows | 53 | | Material Accounting Policies | 54 | | Notes to the Financial Statements | 62 | ANNUAL GENERAL MEETING | Notice of Annual General Meeting | 81 | | --- | --- | www.unionjackoil.com 1 --- **BUSINESS & STRATEGY** Chairman's Statement ## Chairman's Statement I present to the shareholders of Union Jack Oil plc ('Union Jack' or the 'Company'), an onshore UK and USA focused hydrocarbon production, development and investment company, the Annual Report and Financial Statements for the year ended 31 December 2025. I write this year's message to shareholders with a backdrop of volatile energy markets with high oil prices hovering around US$100 per barrel and equally high European and international gas prices, however, the Board of Union Jack remains resolute in its commitment to the merits of the strategic direction that was set in train at the end of 2024, within the USA. We embarked on a necessary international diversification into the attractive oil and gas opportunities available in the USA, taking full advantage of our UK production portfolio in order to achieve future growth and deliver material shareholder value. The decision made to seek further opportunities in the USA, where operations can be executed unhindered in a short time frame and where a sensible and fair tax policy is applied, was the correct one. As an important first step, we formed a strategic partnership with Reach Oil and Gas Inc. ('Reach') focused on hydrocarbon exploration, development and production opportunities in Oklahoma, USA. In a relatively short period, Union Jack's strategic diversification into the USA has delivered excellent initial results and I remind shareholders that oil and gas drilling activity is not without subsurface, technical and commercial risks. I am pleased to report we have drilled five wells with Reach and seen an impressive 80% success rate and profitable returns. An additional well, Crossroads, located in Oklahoma was drilled during May 2026 and awaits testing. The Moccasin 1-13 well was drilled during Q1 2025 and the primary objective 1st Wilcox formation was perforated, tested and confirmed as a commercial oil producer. Moccasin 1-13 is currently producing approximately 48 barrels of oil per day gross. Two additional zones, the Bartlesville and Red Fork formations await evaluation in the future. We expect to continue to expand our drilling activities in Oklahoma where we are pinpointing a number of projects with considerable upside and the potential for material production and reserves. The only exception to our high drilling success rate was the Sark well that was not a commercial success. Sark is a timely reminder that it is not possible to mitigate all technical risks associated in drilling new wells. The Company's Mineral Royalty portfolio continued to perform well and delivered an 11.9% return on investment in 2025. 2 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Chairman's Statement To put Union Jack's journey in a historical context, it is now more than 13 years since the Company was admitted to trading on AIM, with an original focus of activity solely on exploration and development of hydrocarbon projects onshore UK. Over that period, there were a number of successes, notably, the Wressle oil and gas discovery and subsequent development. However, in recent years successive UK Governments' policies have made our UK business increasingly difficult to progress due to complex planning, regulatory burden and high taxation, resulting in unpredictable approval timeframes bringing additional uncertainty, significant cash costs and lost opportunities. Notwithstanding the sterling efforts demonstrated by our UK Joint Venture partners and able operators, the cost of maintaining a number of our non-producing UK licence interests has become increasingly difficult to justify regardless of their potential future value. As a consequence, we made the difficult decision to commence relinquishment of the Company's interests in our Biscathorpe and North Kelsey licences during the year. These two projects have been written down and the impairment effect reflected within these Financial Statements. We continue to highlight the merits of Wressle, our flagship UK project, which provides material revenues, alongside Keddington where production resumed in mid-2025 following major site upgrades. During the remainder of 2026 and beyond, the Company intends to continue to review the merits of its UK non-production licence interests while prioritising asset allocation in favour of growing its hydrocarbon exploration, development and production enterprise in Oklahoma. This approach, in the Board's view, has an excellent chance of delivering on our strategic intent to grow production and reserves and so generate significant shareholder value. Additional information on the Company's projects within the UK and USA can be found within the Operational Review. www.unionjackoil.com 3 --- BUSINESS & STRATEGY Chairman's Statement # Corporate and Financial FINANCIAL HIGHLIGHTS £691,000 Gross profit of £691,001 (2024: £1,968,101) £7,029,350 Net loss of £7,029,350, including impairment of Biscathorpe, North Kelsey and Sark (2024: £649,213 net profit) 5.68p Basic loss per share 5.68 pence (2024: 0.61 pence earnings) £2,489,507 Oil and gas revenues £2,489,507 (2024: £3,929,722) The Company continues to be debt free Revenues from oil and gas sales of £2,489,507 (2024: £3,929,722) were reported for the period under review resulting in the Company being able to report a gross profit of £691,001 (2024: £1,968,101), with a net loss of £7,029,350 (2024: £649,213 net profit) including impairment of Biscathorpe and North Kelsey in the UK and Sark in the USA. Basic loss per share of 5.68 pence was reported (2024: 0.61 pence earnings). The last six months has seen the Board implement an ongoing major cost reduction programme. Current cost savings will reduce G&A by approximately £500,000 per annum. The Board is examining further methods of cutting costs in the future including salaries and consultant's fees. The Company has relinquished its quote on the OTCQB venture market due to lack of activity in the Company's shares, however, retains a public relations presence in the USA. Further information can be found on the Company's website www.unionjackoil.com, presenting detailed technical information on Union Jack's projects and designed to inform shareholders and attract new investors to the Company. In addition, Union Jack hosts a growing and active X account: @unionjackoilplc. 4 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Chairman's Statement # Outlook The Board is confident the successful transition of focus to the USA will continue to drive further growth. In the UK, Union Jack will remain focused on the development of its flagship project, Wressle, where the Operator and Joint Venture partners have high-value appraisal and development programmes planned for the future, in particular the unlocking of the material proven reserves of oil and gas that remain in place within the Penistone Flags formation. The Board is confident that within the Wressle development there remains significant upside which will support the Company with revenues for at least another decade. I am confident that an increase in drilling, appraisal and development activity currently being evaluated in the pursuit of growth from our balanced UK and USA portfolios has the potential for notable value creation for shareholders. We believe ongoing heightened activity and the expected additional news-flow generated, combined with effective investor engagement on both sides of the Atlantic, will continue to attract the ongoing support of our existing shareholders and the attention of new investors, broadening the appeal of the Company to a wider audience. I take this opportunity to thank our shareholders for their continued support, as well as my co-directors and advisers, both in the UK and USA, all of whom continue to contribute towards the development and growth of the Company. David Bramhill Executive Chairman 22 May 2026 www.unionjackoil.com 5 --- BUSINESS & STRATEGY # Operational Review # Wressle Development PEDL180 AND PEDL182 (40%) Wressle is located in North Lincolnshire, on the western margin of the Humber Basin and is one of the most productive conventional producing onshore oilfields in the UK. The Wressle-1 ("Wressle") discovery was defined on proprietary 3D seismic data. The structure is on trend with the Crosby Warren oilfield and the Broughton North Prospect, both located to the immediate northwest and the Brigg-1 discovery to the southeast. These wells contain hydrocarbons in several different sandstone reservoirs within the Upper Carboniferous succession. The majority of the Broughton North Prospect is covered by the same 3D seismic survey to that of the Wressle field. Since the proppant squeeze and coiled tubing operations conducted during August 2021, Wressle has established itself as Union Jack's key project with initial production rates far exceeding original expectations. Wressle has generated revenues in excess of US$24,000,000 net to Union Jack before taxes. To date, over 800,000 barrels of high-quality oil have been produced and sold from Wressle. During the period, Wressle produced on constrained flow an average of 297 barrels of oil per day ("bopd"), Union Jack net 119 bopd. Average oil price of US$68.2 Average water cut of \(38.65\%\) - Site downtime of 28 days Water produced is easily managed and disposed of at a nearby facility. Site upgrades and facility improvements continue to be implemented to improve efficiency, optimise production efficiencies and to eliminate routine flaring. The Wressle project remains a high-value asset in Union Jack's portfolio with 2P reserves of over 2,300,000 barrels of oil equivalent gross to be extracted according to ERCE as stated within their Competent Persons Report ("CPR"). The Joint Venture parties are awaiting regulatory approvals for planning and permit applications that will enable the next phase of field development to take place. 6 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Operational Review CPR Wressle Gross Oil and Gas Reserves (mboe) | Category | Gross Reserves | | | | --- | --- | --- | --- | | | 1P | 2P | 3P | | 2016 CPR | 303 | 655 | 1,356 | | Added | - | - | - | | Produced to 30 June 2023 | (519) | (519) | (519) | | Revisions | 258 | 354 | 403 | | Reclassified | 864 | 1,883 | 3,647 | | 2023 CPR | 906 | 2,373 | 4,887 | Note: One barrel of oil equivalent ("boe") is equal to 5,714 standard cubic foot ("scf") of natural gas CPR Broughton North Gross Oil and Gas Prospective Resources (mboe) | Category | Gross Unrisked Prospective Resources | | | | --- | --- | --- | --- | | | 1U | 2U | 3U | | 2016 CPR | 180 | 494 | 1,156 | | Added | - | - | - | | Produced to 30 June 2023 | - | - | - | | Revisions | 33 | 114 | 376 | | Reclassified | - | - | - | | 2023 CPR | 213 | 608 | 1,532 | The Board believes that the Company's interest in Wressle will continue to deliver significant revenues for at least the next decade. The Board looks forward to progressing this key project and crystallising the additional value of this primary asset as soon as the required approvals are received. www.unionjackoil.com 7 --- BUSINESS & STRATEGY Operational Review ## West Newton Development PEDL183 (16.665%) PEDL183 is located onshore UK, north of the River Humber, encompassing the town of Beverley, East Yorkshire. The licence area is within the western sector of the Southern Zechstein Basin. Union Jack holds a 16.665% working interest in PEDL183, that incorporates the West Newton gas discoveries and is operated on behalf of the Joint Venture partners by Rathlin Energy (UK) Ltd ('Rathlin'). The West Newton drilling programmes have yielded substantial hydrocarbon discoveries within the Kirkham Abbey formation. The table below notes the West Newton gross unrisked technically recoverable sales volumes as compiled by independent engineers RPS Group Limited ('RPS') in the CPR published in late 2022. | Category | Gross Technically Recoverable | | | --- | --- | --- | | | Gas (bcf) | Liquids (mbbl) | | 1C | 99.7 | 299.4 | | 2C | 197.6 | 593.0 | | 3C | 393.0 | 1,178.9 | Laboratory reports confirm that the hydrocarbon-bearing Kirkham Abbey reservoir is extremely sensitive to aqueous fluids and that previous drilling of the West Newton wells with water-based mud had created near well-bore damage, affecting the natural porosity and permeability of the formation, which in turn had a detrimental effect on its ability to flow. Further analyses have concluded that the use of dilute water-based acids during well testing would have also affected the flow characteristics of the Kirkham Abbey reservoir. The North Sea Transition Authority ('NSTA') has approved a revised work programme for PEDL183, allowing progress in the most efficient manner. The revised minimum work programme is subject to regulatory and other approvals. Commercial gas production could be brought to market within months of a successful well test whilst additional activity is carried out on the further development of West Newton. GaffneyCline Associates, an international petroleum consultancy has compiled a Carbon Intensity Study in respect of the gas resource at West Newton resulting in an 'AA' Rating, the lowest possible carbon intensity grade on that company's rating scale, for its potential gas and upstream production. Union Jack believes investors will only wish to provide finance to companies and projects that support a transition to a low-carbon economy. As part of the Company's ongoing strategy in respect of the environment, Union Jack commits to be totally transparent in respect of its projects and on how its carbon management practice is implemented. The Joint Venture partners continue to plan the most efficient and economic method to convert the impressive West Newton Contingent Resource into a viable hydrocarbon development within an acceptable time frame. 8 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Operational Review # Keddington PEDL005(R) (55%) Rathlin, along with its Joint Venture partners, has been evaluating ways of generating additional value through early production schemes, ahead of any longer-term full gas field development. Rathlin has been informed by the Environment Agency ("EA") that it has issued the variation to the permit for the West Newton 'A' Well Site to include a reservoir stimulation in the WNA-2 well, subject to certain pre-operational conditions. The recompletion works are designed to overcome well bore damage that was sustained during earlier drilling operations. This key regulatory milestone clears a major hurdle in the path toward development and eventual production at West Newton, strengthening Rathlin's, and consequently Union Jack's, ability to advance its UK onshore assets within a responsible environmental and social governance framework. The Company is confident that West Newton will prove to be an important strategic asset to the UK as the country looks to secure domestic energy supply and affordable energy. The Keddington oilfield is located along the highly prospective East Barkwith Ridge, an east-west structural high on the southern margin of the Humber Basin. Following a major upgrade of site facilities and infrastructure during 2025, Keddington was brought back on-line in June 2025 and to date over 8,750 barrels of oil have been produced and sold. A technical review by the Operator has confirmed that there remains an undrained oil resource located on the eastern side of the Keddington field. Planning consent for further drilling is already in place, presenting an opportunity to increase production via a development side-track from one of the existing wells. To facilitate confirmation of the target definition and well design planning, re-processing of legacy 3D seismic data has been completed. Modelling indicates that infill drilling is forecast to improve recovery from the Keddington field by between 113,000 to 183,000 barrels of oil, depending on the reservoir permeability and infill target. The sub-surface location of a step-out well has been finalised and it is planned to drill the well, where planning consent is already granted, when the Operator deems appropriate. www.unionjackoil.com 9 --- **BUSINESS & STRATEGY** Operational Review ## **Biscathorpe** PEDL253 (45%) PEDL253 is situated within the proven hydrocarbon fairway of the South Humber Basin and is on-trend with the Keddington oilfield and the Saltfleetby gasfield. The licence operator, Egdon Resources U.K. Limited had previously secured planning consent for the appraisal and production for hydrocarbons. A subsequent legal challenge in the High Court based on the Finch decision quashed the planning consent. Supplementary information was provided to the Planning Inspectorate ('PINS') during 2025 that included a Statement of Case, an updated Statement of Common Ground and a Climate Change Assessment. During October 2025, PINS unexpectedly advised that a new Planning Inspector had been appointed and he had concluded that the appeal should be conducted via a Public Inquiry, rather than the Joint Venture partners preference for written representations. Having considered the commercial aspects, prevailing tax regime and the continued lack of clear case of law in respect of oil and gas projects in the UK, the Joint Venture partnership concluded that it could no longer justify its continued investment in the Biscathorpe project, and therefore the well will be plugged and the site restored. The investment made over the years by Union Jack has been impaired within these Financial Statements. ## **North Kelsey** PEDL241 (50%) The Board of Union Jack has concluded that due to the lack of clear case law in respect of oil and gas projects no further investment should be made in North Kelsey. The project has been assessed and its value in use was less than its carrying value, therefore North Kelsey has been impaired within these Financial Statements. ## **Other Licence Interests** Union Jack has interests in a small number of other non-core projects, EXL294 Fiskerton Airfield and PEDL209 Laughton, where its interests in these licences have all been fully impaired. Fiskerton Airfield (EXL294) is currently shut in. Longer term potential for the site is to manage produced water through the existing water injection well on site. During the year, PEDL118 Dukes Wood and PEDL203 Kirklington were relinquished and the Company is in the process of relinquishing PEDL209. 10 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Operational Review ## United States of America strategic growth and expansion plan Since commencing activities in the USA Union Jack has: - Acquired material ownership interests in numerous drilling, development and production projects in Oklahoma - Formed a drilling partnership with Reach - Built a quality, cash generating, Mineral Royalty portfolio in the Permian Basin, Bakken Shale and Eagle Ford Shale - Received material cash flows from its operations - Formed relationships with an excellent team of advisers We also look forward in anticipation of a success at the Crossroads well currently awaiting testing in Oklahoma. Our drilling partners, Reach, are a quality, accredited private company operating numerous oil and gas producing facilities in Seminole, and Pottawatomie Counties in Oklahoma, USA. Reach was formed by Miles Newman and Isabel Davies, successful explorationists with prominent O&G experience and Jim McKenny, a hydrocarbon expert specialising in advanced seismic acquisition and processing in the US mid-continent. ## West Bowlegs Prospect Andrews 1-17 and Andrews 2-17 Discovery Wells, Oklahoma - The Andrews Field (45%) Union Jack holds a 45% interest in the West Bowlegs Prospect, located in Seminole County, Oklahoma, USA, on which two exploration wells were successfully drilled and are now known as the Andrews Field ("Andrews"). Andrews, comprising of the Andrews 1-17 and Andrews 2-17 discovery wells are predominantly gas producers with associated oil from the Hunton Limestone formation ("Hunton"), one of the main hydrocarbon reservoirs in Oklahoma. The Hunton, the primary objective for the Andrews wells, is a prolific, producing hydrocarbon reservoir in Oklahoma, which is unconformably overlain by the main oil-prone rock, the Woodford Shale. The Andrews wells confirmed the presence of the primary objective, showing high porosity with elevated gas readings with good reservoir qualities being interpreted on the wireline logs. Subsequently both wells were completed and put onto production. Since the commencement of production, the Andrews Field has produced and sold over 100,000,000 cubic feet of clean natural gas and approximately 10,000 barrels of high-quality oil with an average API of 45.5 degrees. In-house assessment of gas reserves by the Operator, Reach, is that over 1.2 billion cubic feet of recoverable gas remain in place with an estimated field life of approximately 20 years. OPEX costs associated with Andrews are remarkably low, currently at approximately US$3,500 per month, translating into production costs of less than US$5 per barrel of oil equivalent ("boe") and driving healthy operating netbacks. The West Bowlegs drilling, the Company's first operating venture in the USA, was a commercial success and was an excellent start for Union Jack in its initial enterprise with Reach, meeting the Board's criteria of acquiring material interests in near-term, low-cost drilling projects being capable of quickly adding cash-flow. www.unionjackoil.com 11 --- BUSINESS & STRATEGY Operational Review # Moccasin 1-13 Discovery (45%) The Moccasin 1-13 well ("Moccasin"), located in Pottawatomie County, Oklahoma was drilled in January 2025 to test a dip and fault closed structure west of the Wilzetta fault. Moccasin encountered hydrocarbons in three zones, the 1st Wilcox, Bartlesville and Red Fork sands. The 1st Wilcox Sand was perforated and production established in February 2025. To date Moccasin has produced circa 23,000 barrels of good quality oil and is currently producing approximately 48 bopd. The Red Fork and Bartlesville Sands have good hydrocarbon shows from the geological sample log and the Computed Petrophysical Interpretation indicates hydrocarbon presence in both of these formations. The hydrocarbons are "behind pipe" and remain to be perforated at a later date. Since completion of the 1st Wilcox Sand, Union Jack has purchased the 3D seismic over the Moccasin prospect area. Preliminary evaluation indicates another potential structure is present and mapping of the seismic continues. The success of Moccasin has opened a raft of new and compelling opportunities in Oklahoma for the Company. # Wilzetta Fault Play and Drilling in Oklahoma (75%) The Company signed a farm-in agreement with Reach to acquire a 75% interest in a high-impact well, Diana-1, planned to be drilled at a future date to test the Footwall Fold Prospect in the Wilzetta Fault play, a proven oil producing location and in an area of associated interest. The prolific Wilzetta Fault plays are the sites of numerous oilfields across Central Oklahoma which include: North-East Shawnee field, three miles south of the Prospect, which has produced more than 5,800,000 barrels of oil to date West Bellmont field, adjacent to the Prospect, which has produced more than 580,000 barrels of oil to date - Arlington Field, ten miles north-east of the Prospect, which has produced more than 1,800,000 barrels of oil to date Typical wells drilled in the Wilzetta Fault can produce approximately 250 barrels of oil per day providing pay-back within three months. The Diana-1 well will be drilled to a depth of 6,000 feet where the prospect integrity is supported by recently reprocessed 3D seismic data. 12 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Operational Review # Rogers Secondary Recovery Project (45%) The Rogers enhanced oil recovery project is located approximately two kilometres from the Andrews Field and is planned to materially increase delivery from the S&M and Rogers, two legacy production wells. Base-case secondary recovery volumes calculated by the Operator, Reach, suggest that up to a further 124,000 barrels of oil can be recovered. Union Jack believes the project economics are attractive, indicating future gross revenues at prevailing oil and gas prices of approximately US$5.0 million with a remarkable IRR approaching 60%. Water produced from the Andrew 1-17 well is being injected into the Coker well and reservoir pressure is being rebuilt. Signs are encouraging with a small amount of oil and gas having been recovered. # Taylor 1-16 Well (45%) The Taylor 1-16 well ("Taylor"), encountered the Hunton, Misner and Cromwell Sand formations. The Cromwell formation was subjected to a nitrogen foam treatment to enhance production. A nitrogen foam treatment is a stimulation technique used in sandstone reservoirs where liquid nitrogen is combined with a small volume of water and surfactant to create a stable foam that carries proppant into induced fractures. Following the application of this process, the Taylor well is now producing up to 15 bopd and permanent production facilities have been installed. The Hunton, following perforation was gas depleted and is oil bearing and alternative lift measures for production are being considered. www.unionjackoil.com 10 --- BUSINESS & STRATEGY Operational Review # Mineral Royalties Union Jack holds six quality Mineral Royalty packages, all brokered by the Company's Oklahoma based agent and adviser, Reach. The Mineral Royalties portfolio delivered returns in excess of 11.9% by contributing revenues of £89,819 in 2025 (£196,737 in 2024) based on a capitalised value of £751,834 at year end 2025 (£783,219 in 2024). The general attractions of USA Mineral Royalties include: - Exposure to active and productive basins and some of the largest operators in the USA Monthly income with no development or operating costs - Ownership in perpetuity, with no forward liabilities or obligations - Royalties estimated to have a long economic life, in some cases more than 26 years and an IRR in excess of \(11.9\%\) during 2025 The Mineral Royalties assembled to date are summarised below: - Cronus Unit, containing a 25 well package in the Permian Basin, Midland County, Texas comprising of nine Chevron and 16 XTO (a subsidiary of Exxon) operated wells COG Operating LLC (a subsidiary of ConocoPhillips) operated Powell Ranch Unit, consisting of 15 wells in the Permian Basin, Upton County, Texas comprising of seven horizontal and eight vertical wells - Occidental operated Palm Springs Unit, containing 10 horizontal wells in the Permian Basin, Howard County, Texas - Bakken Shale, a diversified 96 well interest package, located in Dunn, McKenzie and Williams Counties, North Dakota. Quality Operators include Burlington Resources, Continental and Hess - Permian Basin, an eight well producing unit, located in Howard and Borden Counties, Texas. Operated by Vital Energy Inc, a quoted, Permian Basin focused entity, based in Tulsa, Oklahoma - Eagle Ford Shale, comprising of a nine producing horizontal well package, located in DeWitt County, Texas, operated by ROCC Operating The Mineral Royalties also provide additional upside as new wells are completed and drilled on the properties at no cost to Union Jack. The operators associated with the Royalties are all major producers, ranking highly in the S&P Global (formerly Standard & Poor's), Fitch, and Moody credit ratings. The Company's intent is to expand its Mineral Royalty portfolio as and when appropriate. 14 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Operational Review ## USA Corporate Growth and Advisers Union Jack's corporate growth in the USA has been noteworthy, marked by planned strategic expansion and the assembly of balanced production, development and exploration assets in Oklahoma, leveraging on the regional proficiency of its partners, Reach. The appointment of key advisers in the Company's area of hydrocarbon operations is essential. As Union Jack expands its presence in the USA, an integral part of the Company's broader strategy to enhance its operational abilities and expand its influence within the industry is to appoint a combined selection of like-minded professionals to assist a smooth passage as it delivers growth in the USA. To date, Union Jack has appointed a number of advisers, all of whom bring specialised knowledge and insights that align with its long-term vision of innovation, sustainable growth and adaptability. By integrating its advisers' expertise into the decision making framework, the Board is of the belief that these appointments underscore its proactive approach to navigating the Company's corporate presence in the USA and maximise the potential for continued success. BancFirst High interest account and banking facilities Zacks SCR Sponsored research Harbor Access Investor Relations Consultants Haynes Boone Legal Counsel Hogan Taylor Tax Consultants www.unionjackoil.com 15 --- BUSINESS & STRATEGY # Strategic Report for the Year Ended 31 December 2025 ## STRATEGY The Company's strategy is the appraisal and development of the licence interests currently owned in the United Kingdom and United States of America. ## BUSINESS REVIEW Union Jack Oil plc is a UK registered company, focused on the exploration and future development of the hydrocarbon project interests held by the Company within the UK and the USA. A review of the Company's operations during the year ended 31 December 2025 and subsequent to the date of this report is contained in the Chairman's Statement, Operational Review and the Strategic Report. The gross profit for the year amounted to £691,001 (2024: £1,968,101). The net loss for the year, including impairments, amounted to £7,029,350 (2024: £649,213 profit). Impairments to Exploration and Exploration assets total £5,181,707 (2024: nil). The impairments are in relation to PEDL253 Biscathorpe, PEDL241 North Kelsey in the UK and the Sark well located in the USA. Administrative expenses, excluding impairment costs, amounted to £2,477,222 (2024: £1,878,089). Cash and cash equivalents at year end amounted to £1,460,847 (2024: £2,527,831). Total Assets at year end amounted to £19,083,850 (2024: £23,846,105). Non-current assets at year end amounted to £17,226,569 (2024: £20,451,145). Intangible Assets totalled £8,244,251 (2024: £12,417,818). Tangible assets totalled £8,870,427 (2024: £7,691,397). The Company's Income Statement reports revenues of £2,489,507 (2024: £3,929,722) in respect of production income. In January 2025, the Moccasin 1-13 well was spudded in Oklahoma, USA. During March 2025, the Company announced that the Moccasin 1-13 well was a commercial discovery and in production. During June 2025, the Company announced the resumption of production from the Keddington Oilfield, following major site upgrades. During July 2025, the Company raised £2,000,000 before expenses via an institutional placing. During August 2025, the Sark well located in Oklahoma, USA was drilled and was subsequently classified as non-commercial. During August 2025, the Company signed an agreement with the operator, Reach, to acquire an interest in the Crossroads exploration well. During December 2025, the Company announced a planning update for Biscathorpe where the decision was made by the Joint Venture partners to relinquish the licence. 16 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Strategic Report for the Year Ended 31 December 2025 ## FUTURE DEVELOPMENTS The directors intend to continue with the Company's stated strategy, reviewing the licence interests held in respect of future viability, any potential impairment indicators that may arise during the year and adjusting as soon as possible to any changes that may be required in the operation of the licence interests held. In the UK the Company holds a number of key, quality project interests, namely, Wressle, West Newton and Keddington, where development, appraisal and exploration plans are in place for the future benefit of stakeholders and the Company. ## KEY PERFORMANCE INDICATORS The Financial Statements for the year ended 31 December 2025, show production from Wressle and Keddington within the UK, and the Andrews Field, Moccasin and Mineral Royalties in the USA. Further events which took place after the Balance Sheet date are described in the Directors' Report and note 23 to the Financial Statements. **Table of Key Performance Indicators** | Key Performance Indicators | For the Year Ending 31 December 2025 £ | For the Year Ending 31 December 2024 £ | | --- | --- | --- | | Revenue | 2,489,507 | 3,929,722 | | Total Comprehensive (Loss) / Profit | (7,038,779) | 240,421 | | Cash and Cash Equivalents | 1,460,847 | 2,527,831 | | Net Current Assets | 1,365,622 | 3,172,066 | | Total Equity | 16,831,972 | 21,870,751 | www.unionjackoil.com 17 --- BUSINESS & STRATEGY # Strategic Report for the Year Ended 31 December 2025 # SECTION 172 STATEMENT All large companies must include a separate statement within their Strategic Report that explains how the directors have had regard to broader stakeholder interests when performing their duty under section 172 of the Companies Act 2006, to promote the success of the Company for the benefit of its members as a whole. The past few years have seen intense focus and debate on UK corporate governance. A decline in public trust in business has been caused in part by high-profile business failures, accusations of excessive executive pay, unethical tax avoidance by multinational businesses and deteriorating relationships with employees over pay and contractual terms. These factors have led to Prime Ministerial statements, select committee inquiries, public consultations, a Government white paper and, ultimately, to changes in legislation, stock exchange rules and governance codes. Many of the matters noted have resulted from decisions made in the board room and their effects have been felt by employees, pension scheme members, customers, suppliers and other stakeholders, as well as shareholders, the interests of all of whom directors have a statutory duty to consider when making a decision. Under section 172, the directors have a duty to promote the success of the Company for the benefit of the members as a whole and, in doing so, they should have regard to (amongst other matters) six specified areas that relate, by-and-large, to wider stakeholder interests. ![img-3.jpeg](img-3.jpeg) 18 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Strategic Report for the Year Ended 31 December 2025 # Likely consequences of any decision in the long-term The Company has a clear aim which is to build a safe, sustainable and successful onshore hydrocarbon exploration, development and production business, within the UK and the USA. The Company's activities of investment in licence interests to explore and/or produce oil and/or gas are in general focused on the longer term. This is particularly the case given that the Company itself is not an operator of any of the oil or gas fields in which it has an interest, which means that the Board is able to focus on longer term strategic decisions rather than day-to-day operating decisions. The Company undertakes its strategic acquisitions in conjunction with three JOA partners, Egdon Resources U.K. Limited, Rathlin Energy (UK) Limited and Reach Oil & Gas Company Inc ("Reach") (the "JOA Partners"). Through its financing activities and production revenues, the Board has ensured that the Company is sufficiently capitalised and has cash resources for all of its current and anticipated capital requirements, to ensure that the Company has a viable operating plan for the long-term. # Stakeholder identification and engagement The Company recognises the importance of fostering strong relationships with its stakeholders in order to create sustainable long-term value, and the Board encourages active dialogue and transparency with all its stakeholder groups. Business decisions are made with the needs of the Company's key stakeholders in mind. The Company has identified external and internal stakeholder groups which are principally relevant to the proper discharge of the duty of the directors under section 172(1) to promote the success of the Company. # Customers and suppliers The Company does not deal directly with customers or suppliers in relation to the oil and gas fields, save for its relationship with the JOA Partners who operate the relevant fields, both within the UK and the USA. The Company's strategy in respect of its customers and suppliers is to ensure a sustainable relationship with its JOA Partners. The Company has implemented this strategy in the following ways: The Board ensures that there is a direct relationship at Board level with the Company's partners The Board is careful to select JOA and other partners with experience, resources and similar values to the Company The Board only invests in interests in licences where the Company has a degree of influence over the manner in which the operations of that block are operated The Board is mindful in its decisions of the indirect impact that the Company's actions may have through the activities of its operators and other partners on suppliers, customers and others The Board maintains good relations with its suppliers by adhering to a strict policy of settling all invoices in a timely manner # Regulators The Company is subject to a variety of laws and regulations both in the UK and the USA that involve matters central to the business. In particular, site operations in the UK are also subject to scrutiny by the North Sea Transition Authority, the Environment Agency and the Health and Safety Executive before commencement. In response to regulation in this area, the Board ensures that the Company is partnered with JOA partners that adhere diligently to all requirements for a safe working environment via the Operators. For example, the JOA Partners ensure that site personnel are subject to all health and safety measures which include induction courses before admission to site and the mandatory wearing of safety equipment in order to ensure the wellbeing of site staff and visitors. www.unionjackoil.com 19 --- BUSINESS & STRATEGY # Strategic Report for the Year Ended 31 December 2025 # Shareholders The Company recognises the importance of active shareholder engagement, to enable the views of the Company's wider shareholder base to be considered as part of the Board's decision making process. The Board has implemented this strategy in the following ways: - The Board encourages and participates in direct dialogue with shareholders in order to ensure the Company's shareholders are kept regularly updated and are able to discuss strategy and performance directly with the Board (subject always to compliance with legal and regulatory requirements, including the Market Abuse Regulations ("MAR")). This also allows the Board to obtain a clear understanding of shareholders' motivations and concerns - The Board facilitates direct communication with shareholders through the timely release of regulatory news, via a regulatory information service, which can be accessed through various channels, including the London Stock Exchange website www.londonstockexchange.com and the Company's website www.unionjackoil.com - The Executive Chairman and the Company's Nominated Adviser and Investor Relations consultants manage investor communications. For example, there has been recent investor speculation around junior hydrocarbon companies and the Board recognises the particular importance of regular, clear and timely communications with shareholders, to ensure that they are kept updated of major developments and potential risks in respect of the Company and the Industry in a timely manner - The Board believes that shareholders are seeking a return on their investment primarily through capital appreciation as a result of exploration and appraisal success. Therefore the Company ensures that work programmes are fully funded and utilises the Board's technical expertise to reduce or mitigate the risk of exploration # Employees During the period, the Company directly employed four people all of whom were directors of the Company. As part of its strategy, the Board recognises that the Company's employees are critical to the success of the Company and takes steps to ensure that the interests of its employees are protected, for example: - The Company ensures that the employees possess a variety of complementary experiences and skill sets, including experience of industry-specific technical, financial and public capital markets sectors - The Company has a Remuneration Committee to review the executive directors' remuneration packages - The executive directors determine the non-executive directors' remuneration packages 20 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Strategic Report for the Year Ended 31 December 2025 ## Impact on the environment and the community The Company is committed to the highest standards of health, safety and environmental protection. These aspects command equal prominence with other business considerations and the Board is committed to operating the Company in a sustainable way. In particular, the Board is keenly aware of the local environment and the inhabitants in which the Company's licence interests are situated. The onshore oil and gas industry in both the UK and the USA has an excellent record in relation to health, safety and the protection of the environment. The industry is also regulated by a number of statutory bodies including the Environment Agency in England and is recognised as being robust. Please refer to 'Regulators' within this Strategic Report for further details. Union Jack Oil strives to understand its impact on the environment and with the people that they engage and work with. We are focused on providing economic benefits to the areas in which we work, and contributing to the energy security and supply of the countries in which we are based. To increase our awareness we have voluntarily chosen to undertake a double materiality assessment, utilising the Global Reporting Initiative (GRI) 11: Oil and Gas sector specific guidance (see https://www.globalreporting.org/media/0e3nzjr5/oil-gas-sector-standard-leaflet.pdf and associated documents for more information). This assessment can be seen on pages 24 – 25. ## The desirability of the Company maintaining a reputation for high standards of business conduct The Company has adopted various strategies and governance structures. The Board believes that its reputation for high standards of business conduct will follow from ensuring that appropriate governance structures are in place and from taking the right decisions, as noted within this Strategic Report. These strategies also ensure the continued success of the Company's business model and response to specific risks. ## The need to act fairly as between members of the Company As an AIM quoted company, Union Jack is subject to governance requirements and rules (including the AIM Rules for Companies and MAR), which are intended to ensure that shareholders are treated fairly. The Board takes its obligations to comply with these requirements seriously and has regular contact with its experienced professional advisers to ensure that these requirements are satisfied. The directors all hold shares in the Company and their interests are therefore aligned to those of the other shareholders. www.unionjackoil.com 21 --- **BUSINESS & STRATEGY** ## Strategic Report for the Year Ended 31 December 2025 ### PRINCIPAL RISKS AND UNCERTAINTIES As with the majority of companies within the energy sector, the business of oil and gas exploration and development includes varying degrees of risk. These risks broadly include operating reliance on third parties, the ability to monetise discoveries and the risk of cost overruns. There are also specific political, regulatory and licensing risks attached to various projects as well as issues of commerciality, environmental, economic, competition, reliance on key personnel, contractor and judicial factors. Commodity prices will have an impact on potential revenues and forward investment decisions by the Operator on the projects invested in, as the economics may be adversely affected. However, onshore development costs are generally lower than for offshore developments. The Company does not use hedging facilities. The Company holds adequate Directors' Insurance cover and the Company is covered by the Operator's insurance during drilling and other operational situations. The Board, in its opinion, has mitigated risks as far as reasonably practicable. The principal risks to the Company as well as the mitigation actions are set out below. #### **Strategic: A weak or poorly executed development process fails to create shareholder value** This risk is mitigated through performing a detailed technical review, both internally by management and externally by advisers, before an investment decision is taken for each investment, which includes a valuation exercise on the potential return on monies spent. The amount of interest acquired in each project is dependent upon the Company's financial capability to fulfil its obligation. The Company's technical management team is highly skilled with many years' industry experience. #### **Operational: Operational events can have an adverse effect** The main risk is the potential failure to obtain planning permission in respect of the Company's licence interests. This risk is mitigated by the appointment of specialist professional entities who work together to compile planning applications designed to achieve a positive result. A further potential risk is the reliance upon the Operators, Egdon Resources U.K. Limited, Rathlin Energy (UK) Limited, and Reach Oil & Gas Company Inc and their ability to determine timetables and priorities which are beyond the control of the Company. #### **External Risk: Lack of growth caused by political, industry or market factors** The Company operates within the UK and the USA. The Board considers that the UK and USA onshore hydrocarbon arenas offer excellent value. As mentioned in this review, oil and gas price volatility can cause concern. However, onshore developments can continue as planned in most cases as development costs are generally lower than for offshore. The oil price environment is always being monitored, however, the Company's key assets are cashflow positive. Lack of control over key assets is mitigated by the fact that our Operators of choice, Egdon Resources U.K. Limited, Rathlin Energy (UK) Limited and Reach Oil & Gas Company Inc have a very transparent operating protocol and all partners are involved, both formally and informally, with offering input to the ongoing development of the projects in which they are involved. The Company's in-house technical team capabilities are further supported by external consultants involved at all times and who together participate in regular technical meetings. 22 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Strategic Report for the Year Ended 31 December 2025 # **FX Risk: The lack of ability to meet financial obligations** The main risk is the lack of funds being available to pay for our future project commitments. All expenditure associated with exploration and development assets is forecast and budgeted at least 12 months in advance. The Company could raise its funds through the financial market by share issues, derivatives or borrowing to fund its financial obligations. Further comment in respect of Financial Risk Management Objectives and Policies, Cash Flow Risk, Credit Risk and Liquidity Risk are also covered within this Strategic Report. # **FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES** The Company's activities expose it to a number of financial risks including liquidity risk, oil price risk, credit risk and cash flow risk. The use of financial derivatives is governed by the Company's policies approved by the Board of Directors, which provide written principles on the use of financial derivatives to manage these risks. The Company would not use derivative financial instruments for speculative purposes and has had no requirement for their use to date. # **LIQUIDITY RISK** In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company uses its existing cash funds. # **OIL PRICE RISK** The Company is exposed to oil price risk associated with sales of oil from production. The Company does not currently consider it necessary to use hedging instruments to manage its exposure to this risk. # **CREDIT RISK** The Company's principal financial assets are its cash balances. The credit risk on liquid funds is limited because the counterparty is a bank with high credit-rating. # **CASH FLOW RISK** During the year, the Company's activities did not expose it to financial risks of changes in foreign currency exchange rates. Whilst oil revenues are paid in US dollars, currency is exchanged at a spot price, unless allocated to US near future expenditure. # **GOING CONCERN** The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and this Strategic Report. The directors' forecasts demonstrate that the Company will meet its day-to-day working capital and share of estimated project costs over the forecast period being at least 12 months from the sign-off of these Financial Statements. The principal risk to the Company's working capital position is drilling cost overruns. The Company has sufficient funding to meet planned drilling expenditures and a level of contingency. Taking account of these risks, sensitised forecasts show that the Company is able to operate within the level of funds currently held at the date of approval of these Financial Statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Financial Statements. # **APPROVAL OF THE BOARD** This Strategic Report contains certain forward-looking statements that are subject to the usual risk factors and uncertainties associated with the oil and gas exploration and production business. While the directors believe the expectations reflected within the Annual Report to be reasonable in light of the information available up to the time of their approval of this report, the actual outcome may be materially different owing to factors either beyond the Company's control or otherwise within the Company's control, for example owing to a change of plan or strategy. Accordingly, no reliance should be placed on the forward-looking statements. On behalf of the Board David Bramhill DRR Executive Chairman 22 May 2026 www.unionjackoil.com 23 --- BUSINESS & STRATEGY # Environmental, Social and Governance (ESG) # MATERIALITY MATRIX – BUILDING AN UNDERSTANDING OF OUR COMPANY IMPACTS, RISKS AND OPPORTUNITIES Our matrix has been determined through evaluation of the 22 GRI 11 topics following the general advice and approach as outlined in the European Financial Reporting Advisory Group (EFRAG) guidance (https://www.efrag.org). This approach requires careful consideration of our stakeholders and the environments in which we work. For each of the topics, we have first considered the external impacts, risks and opportunities, and then assessed the financial opportunities and risks to our company. As a non-operator for the assets in which we are involved, the control over these impacts, risks and opportunities can be somewhat limited, however we are focused on working with all of our partners to deliver the best outcomes possible for all involved. 1 GHG emissions 2 Climate adaptation, resilience, and transition 3 Air emissions 4 Biodiversity 5 Waste 6 Water and effluents 7 Closure and rehabilitation 8 Asset integrity and critical incident management 9 Occupational health and safety 10 Employment practices 11 Non-discrimination and equal opportunity 12 Forced labour and modern slavery 13 Freedom of association and collective bargaining 14 Economic impacts 15 Local communities 16 Land and resource rights 17 Rights of indigenous peoples 18 Conflict and security 19 Anti-competitive behaviour 20 Anti-corruption 21 Payments to governments 22 Public policy 24 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Environmental, Social and Governance (ESG) # KEY FOCUS AREAS As a result of our double materiality assessment and the areas for which we have most control as a non-operator of the assets, we have identified four key areas of focus for the ESG and broader sustainability focused work we take forward. These have been chosen as topics where we believe we have the greatest capacity to make improvements or to reduce/mitigate potential negative impacts. - GHG emission reduction - Biodiversity and nature - Climate Adaption, Resilience and Transition - Local Communities and Economic Impacts Combining our material topics with our focus areas, we have selected five United Nations Sustainable Development Goals to associate our efforts with. These cover the three pillars of environment, social and governance and we will further develop our awareness, data gathering and progress towards these over time and as our company grows. # SUSTAINABLE DEVELOPMENT GOALS | **UN SDG definition** | "Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all" | "Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation" | "Ensure sustainable consumption and production patterns" | "Protect, restore and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification, and halt and reverse land degradation and halt biodiversity loss" | "Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institutions at all levels" | | --- | --- | --- | --- | --- | --- | | **Our ambition** | Ensure we provide a safe, equitable and rewarding place of work, which benefits the communities with whom we interact | Utilise new technologies and approaches to energy production and foster new ideas within our company | Encourage our operating partners to reduce emissions and other waste sources as much as possible across our joint assets | Encourage our operating partners to understand and respect the interactions with nature and biodiversity across our joint assets | Ensure our operating policies and procedures enable fair working approaches both internally and with all of our stakeholders | www.unionjackbill.com 28 --- BUSINESS & STRATEGY Chairman's Statement # Union Jack's Current Licence Interests United Kingdom Licence Interests | ① PEDL180 PEDL182 | Wressle Development Broughton North | 40% | | --- | --- | --- | | ② PEDL183 | West Newton | 16.665% | | ③ PEDL253 | Biscathorpe | 45% | | ④ PEDL005(R) | Keddington Oilfield Louth North Somercotes | 55% | | ⑤ EXL294 | Fiskerton Oilfield | 20% | | ⑥ PEDL241 | North Kelsey | 50% | | ⑦ PEDL209 | Laughton | 10% | United States of America Licence and Royalty Interests | Andrews Field | 45% | | --- | --- | | Moccasin 1-13 | 45% | | Crossroads | 43% | | Taylor 1-16 | 45% | | Diana 1 | 75% | | Rogers Secondary Recovery Project | 45% | | Royalties | | 26 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- www.unionjackoil.com 27 --- GOVERNANCE # Directors' Report for the year ended 31 December 2025 The directors present their report together with the Financial Statements for the year ended 31 December 2025. The directors have chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out in the Company's Strategic Report information required by Schedule 7 to the Accounting Regulations to be contained in the Directors' Report. This information includes future developments of the Company and the risks associated with the use of financial instruments. ## DIRECTORS The directors in office during the year, and their interests in the shares of the Company as at 1 January 2025 and 31 December 2025, were as shown in the table below: | | ORDINARY SHARES | | | --- | --- | --- | | | 31 December 2025 | 1 January 2025 | | D Bramhill | 716,646 | 416,646 | | J O'Farrell | 2,331,314 | 2,031,314 | | G Bull | 20,000 | 20,000 | | C Howie* | 3,377,000 | – | Directors who served during the year are as follows: David Bramhill (Executive Chairman) Joseph O'Farrell (Executive Director) Graham Bull (Non-executive Director) Craig Howie (Non-executive Director) * Resigned 12 January 2026 ## DIRECTORS' REMUNERATION The remuneration of the directors in office at the year end 31 December 2025 was as follows: | | SALARIES AND FEES | | | --- | --- | --- | | | 2025 £ | 2024 £ | | D Bramhill | 325,000 | 325,000 | | J O'Farrell | 150,000 | 150,000 | | G Bull | 50,000 | 50,000 | | C Howie | 50,000 | 37,500 | | | OPTIONS | | | --- | --- | --- | | | 2025 | 2024 | | D Bramhill | 1,200,000 | 1,200,000 | | J O'Farrell | 700,000 | 700,000 | | G Bull | 550,000 | 550,000 | Directors' remuneration is disclosed in note 3 to the Financial Statements. No options were granted to directors or officers during 2025. Further information in respect of options can be found in note 13(b) to the Financial Statements. Copies of the Service Agreements in respect of David Bramhill and Joseph O'Farrell are available for inspection at the Company's Registered Office. Copies of the Letters of Appointment in respect of Graham Bull and Craig Howie are available for inspection at the Company's Registered Office. 28 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- GOVERNANCE # Directors' Report for the year ended 31 December 2025 # EVENTS AFTER THE BALANCE SHEET DATE The following events have taken place after the year end: In January 2026, Craig Howie non-executive director resigned from the Board of Directors. In January 2026, Zac Phillips and John Americanos were appointed as non-executive directors. During February 2026, the Company announced that, Rathlin, operator of PEDL183, West Newton, has been informed by the Environment Agency that it has issued the variation to the permit for the West Newton 'A' Well Site to include a reservoir stimulation in the WNA-2 well, subject to certain pre-operational conditions. The recompletion works are designed to overcome well bore damage that was sustained during earlier drilling operations. During May 2026, the Crossroads well was drilled and awaits testing. # CAPITAL STRUCTURE Details of the issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in note 13(a) to the Financial Statements. # DISCLOSURE OF INFORMATION TO THE AUDITOR The directors at the date of the approval of this Annual Report confirm that: - So far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware - The directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. # AUDITOR A resolution to reappoint Crowe U.K. LLP will be proposed at the forthcoming Annual General Meeting. # COMPANY NAME AND REGISTERED NUMBER The registered number of Union Jack Oil plc is 07497220. On behalf of the Board David Bramhill Executive Chairman 22 May 2026 30 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Directors' Report for the year ended 31 December 2025 # PURCHASE OF OWN SHARES Under section 724 of the Companies Act 2006, a company may purchase its own shares to be held in treasury ("Treasury Shares"). The existing authority given to the Company at the last AGM to purchase Treasury Shares of up to 10% of its issued share capital will expire at the conclusion of the next AGM. The Board considers it would be appropriate to renew this authority and intends to seek shareholder approval to purchase Ordinary Shares of up to 10% of its issued share capital at the forthcoming AGM in line with current investor sentiment. Details of the resolution renewing the authority is included in the Notice of Annual General Meeting on page 81, within this Report. At 31 December 2025, the Company held 6,300,000 Treasury Shares with a total nominal value of £315,000 and representing 4.12% of its issued share capital. # DIRECTORS' RESPONSIBILITY STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations. Company law requires the directors to prepare Financial Statements for each financial year. Under that law the directors have elected to prepare the Company's Financial Statements in accordance with UK adopted international accounting standards (IFRSs). Under company law the directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these Financial Statements the directors are required to: - Select suitable accounting policies and then apply them consistently - Make judgements and accounting estimates that are reasonable and prudent - State whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the Financial Statements - Prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for ensuring the Annual Report and Financial Statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein. # ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held on 26 June 2026, in accordance with the Notice of Annual General Meeting on page 81. Details of the resolutions to be passed are included in the notice. www.unionjackoil.com 29 --- # Corporate Governance Report for the year ended 31 December 2025 The Company's securities are traded on the AIM market of the London Stock Exchange. The London Stock Exchange requires all AIM listed companies to adopt and comply with a recognised corporate governance code. The Corporate Governance Report has been prepared by David Bramhill, the Executive Chairman of the Company, and has been approved by the Company's board of directors (the "Board") in accordance with the recommendations of the Quoted Companies Alliance Corporate Governance Code 2023 (the "Code"), as that is the edition of the Code that Union Jack has to comply with in respect of 2025. The Board considers that the Company complies with the QCA Code insofar as it is practicable having regard to the size, nature and current stage of development of the Company. The Board recognises that the Company does not fully comply with all 10 principles, but does use it as a benchmark in assessing its corporate governance standards. This statement explains how the 10 principles of the Code are applied by the Company and where the Company departs from the Code, an explanation of the reasons for doing so is provided. The Company holds interests in a number of onshore UK hydrocarbon licences which are managed and operated by one of two Joint Operating Agreement Partners ("JOA Partners"), being Egdon Resources U.K. and Rathlin Energy (UK) Limited. On-site operational matters in the UK are managed by the relevant site operator, which will be either one of the two JOA Partners ("the Operators"). In the USA, the Company also has a number of Joint Venture agreements with Reach Oil & Gas Company Inc in respect of numerous drilling projects. | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 1** **Establish a purpose, strategy and business model which promotes long-term value for shareholders.** The Board must be able to express a shared view of the Company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future. | The primary objective of the Company is to build a safe, sustainable and successful conventional onshore hydrocarbon exploration, development and production business, which the Board seeks to deliver through the acquisition of, and subsequent investment in, carefully selected licence interests. In the UK, the company undertakes this in conjunction with the JOA Partners. In the USA, the Company has a number of Joint Venture agreements with Reach Oil & Gas Company Inc in respect of numerous drilling projects. The Company's strategy is the appraisal and exploitation of the assets currently owned. Simultaneous with this process, the Board expects to continue to use its expertise and cash resources to acquire further or expand licence interests and production in the UK and the USA. The Board is optimistic about the prospect of delivering shareholder value in the medium to long-term via the acquisition and increased interest in various high impact licence areas with proven reserves, contingent resources and drill-ready prospects. The Board is acutely aware of the risks associated with hydrocarbon exploration, development and production and seeks to mitigate the risk of exploration by having interests in a portfolio of petroleum licences, and so not being overly exposed to any single asset. The Company's strategy is underpinned by a well-balanced and diverse onshore UK and USA asset portfolio, ensuring the relevant components of production, development, appraisal and discovery are all in place, as is adequate and prudently sourced funding for the Company's commitments going forward. The key challenges in the execution of the Company's business model and strategy are referred to within the Strategic Report. | www.unionjackoil.com 31 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 2****Promote a corporate culture that is based on ethical values and behaviours.** The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and, which is supportive of the delivery of the Company's established purpose, strategy and business model. The culture should be reflected in the actions and decisions of the board and executive management team. Corporate values should guide the objectives and strategy of the Company. The culture should be visible throughout the Company's operations, including recruitment, nominations, training and engagement. The performance and reward system throughout the Company should reflect and reinforce the maintenance of this culture. The corporate culture should be recognisable throughout the disclosures in the Annual Report, website and any other statements issued by the Company, both internal and external. | The directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to embody and promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave. The Company has a robust anti-bribery policy in place which all employees must comply with. The Company has adopted a share dealing code which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of MAR. The Board believes that, as evidenced through the disclosures made throughout this statement, its corporate governance regime and culture are at the core of its operations and are appropriate given the current size of the Company. Furthermore, through its interaction with its stakeholders and in the communities in which it operates (described above), it maintains a collaborative and constructive dialogue that embodies a dynamic, accessible, open door and vibrant corporate culture. The Company's corporate culture is monitored and assessed regularly, taking external advice from advisers where required. The Board ensures the Company has the means to determine that ethical values and behaviours are recognised and respected. | 32 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 3****Seek to understand and meet shareholder needs and expectations.** Directors must develop a good understanding of the needs and expectations of all elements of the Company's shareholder base. Where not already required, companies with a controlling shareholder (for example, an investor controlling 30% or more of the votes able to be cast at a general meeting of the Company) should consider putting in place arrangements to protect minority shareholders which may include a relationship agreement or other measures. The Board should ensure proactive engagement with shareholders on governance matters. This should be led by the chair or, where appropriate, the Senior Independent Director. Other directors, such as the chairs of the board's sub-committees, should also make themselves available for engagement with shareholders. The Board must manage shareholder expectations and should seek to understand the motivations behind shareholder voting decisions. | Since the Company's incorporation in January 2011, members of the Board have been very active in encouraging and participating in direct dialogue with shareholders in order to ensure the Company's shareholders are kept regularly updated and are able to discuss strategy and performance directly with the Board (subject always to compliance with legal and regulatory requirements, including the UK version of the Market Abuse Regulation ('MAR')). This also allows the Board to obtain a clear understanding of shareholders' motivations and concerns. Direct communication with shareholders is achieved primarily through the timely release of regulatory news, via a regulatory information service, which can be accessed through various channels, including the London Stock Exchange website www.londonstockexchange.com and the Company's website www.unionjackoil.com. All shareholders are encouraged to attend the Company's Annual General Meeting, where the directors are available to answer questions. Investors also have access to current information on the Company through its website and via genuine enquiries sent to: info@unionjackoil.com. Investor communications are managed by the Executive Chairman, in conjunction with the Company's Nominated Adviser and other Investor Relations entities. Due to investor speculation around junior hydrocarbon companies, the Board recognises the particular importance of regular, clear and timely communications with shareholders, to ensure that they are kept abreast without delay of major developments and potential risks in respect of the Company and the industry. Management believes that shareholders are seeking a return on their investment primarily through capital appreciation as a result of exploration and appraisal success. Management prudently manages the Company to ensure that work programmes are fully funded and uses the Board's technical expertise to reduce or mitigate the risk of exploration. | www.unionjackoil.com 33 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 4****Take into account wider stakeholder and social and environmental responsibilities and their implications for long-term success.** Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the Company's stakeholders and understand their needs, interests and expectations. Where matters relate to the Company's impact on society, the communities within which it operates or the environment have the potential to affect the Company's ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company's strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. | The Board is keenly aware of the local environment and the inhabitants in which the Company's licence interests are situated. While the Company does not manage these relationships directly on a day-to-day basis, the Board works with the JOA Partners to ensure that any queries or concerns any community members may have are swiftly addressed and, at the same time, all community members are treated with the respect and attention they deserve. The JOA Partners act, via the Operators, to the highest standards and operate in a safe and conscientious manner in respect of site safety and environmental policies. Site operations in the UK are subject to scrutiny by the North Sea Transition Authority, the Environment Agency and the Health and Safety Executive before commencement. The relevant site Operator adheres diligently to all requirements for a safe working environment. All site personnel are subject to all Health and Safety measures which include induction courses before admission to site and the mandatory wearing of safety equipment in order to ensure the wellbeing of site staff and visitors. As set out above, due to the specific nature of the Company's business, the Company currently relies on its three key JOA Partners, Egdon Resources U.K. Limited, Rathlin Energy (UK) Limited and Reach Oil & Gas Company Inc, who manage and operate the Company's licence interests on its behalf, in the UK and the USA respectively. The Company takes very seriously its relationship with its JOA Partners and its third party professional advisers (both of whom it sees as key stakeholders) and the Board continues to discuss in an open, direct and constructive manner any issues and queries which the Company's JOA Partners may have. The Company also acknowledges the importance of maintaining good relations with its suppliers and creditors and it adheres to a strict policy of settling all invoices in a timely manner. | 34 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 5****Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.** The Board needs to ensure that the Company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including their supply chain, from key suppliers to end-customers. Setting strategy includes determining the extent of exposure to the identified risks that the Company is able to bear and willing to take (risk tolerance and risk appetite). | The management of the business and the execution of the Company's strategy are subject to a number of risks. The Board ensures risks are mitigated as far as reasonably practicable by performing a detailed review of the issues pertaining to each significant decision. Significant decisions are reviewed by the Board having consulted the Company's professional third party advisers (e.g. legal, financial or technical). The Board formally convenes on a regular basis, either by telephone or in person, to discuss risk management as explained in Principle 5. As with the majority of companies within the energy sector, the business of oil and gas exploration and development includes varying degrees of risk. These risks include operating reliance on third parties, the ability to monetise discoveries, the price of products and the costs of exploration and/or production. The principal risks to the Company as well as the mitigation actions by the Board are set out below: **Strategic risk:** a weak or poorly executed acquisition and development process fails to create shareholder value. This risk is mitigated through performing a detailed technical review, both internally by management and externally by advisers, for each investment which includes valuation exercises on the potential return on capital invested. **Operational risk:** operational events can have an adverse effect. The main risk is the potential failure to obtain planning permission in respect of the Company's licence interests. This risk is mitigated by the appointment of specialist professional entities who work together to compile planning applications designed to achieve a positive result. On-site operational risks are managed by the relevant site operators, Egdon Resources U.K. Limited, Rathlin Energy (UK) Limited and Reach Oil & Gas Company Inc, who have, to date, safety records of the highest standard. **External Risk:** lack of growth caused by political, industry or market factors. The Company operates within the UK and USA. Whilst the Board considers that both countries' onshore hydrocarbon arenas offer political security, the USA also provides excellent value under a regime with a very clearly spelt out protocol, giving the opportunity to develop assets unhindered. **Financial Risk:** the lack of ability to meet financial obligations. The Company has historically raised its funds through equity capital markets by share issues and has not been involved in derivative instruments and debt financing to meet its financial obligations. **Product Price Risk:** due to the nature of the periodic fluctuation of oil prices, any such adverse fluctuation could potentially have an impact on the Company's resulting return to its shareholders. The Company holds Directors' and Officers' Liability Insurance cover and the Company is covered by the relevant operator's insurance policies during drilling and other operational situations for specific projects both in the UK and in the USA. | www.unionjackoil.com 35 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 # **QCA Code principle and summary explanation** # **Application by the Company** # **Principle 6** # **Establish and maintain the Board as a well-functioning, balanced team led by the Chairman.** The Board members have a collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board. The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a Board judgement. The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. During the financial year, the Board consisted of two executive directors, David Bramhill and Joseph O'Farrell, and two non-executive directors, Graham Bull and Craig Howie. Following the year end, on 12 January 2026 John Americanos and Zac Phillips were both appointed to the Board as non-executive directors and Craig Howie resigned as non-executive director. Zac Phillips is considered by the Board to be independent. Although Zac Phillips holds ordinary shares in the Company and has provided certain advisory services, such as evaluation support, to the Company historically, neither element is sufficiently material in quantum or value to be considered by the Board to affect his independence and judgement. No members of the Board have other commitments that would prevent them from spending as much time as required to ensure the aims and best interests of the Company are met. Any changes to directors' commitments and interests will be reported to and where appropriate, agreed with the rest of the Board. The Board meets regularly in person and by telephone throughout the year. The Board also holds frequent informal project appraisal and strategy discussions, and meets every quarter, to review trading performance, budgets, ensure adequate funding, set and monitor strategy, examine acquisition opportunities and assess risks on an ongoing basis in respect of operational projects. The directors encourage a collaborative Board culture to ensure that each decision reached is always in the Company's and its shareholders' best interests and that no one individual opinion ever dominates the decision-making process. The Board seeks, so far as possible, to achieve decisions by consensus and all directors are encouraged to use their independent judgement and to challenge all matters whether strategic or operational. To date all decisions have been unanimous. During 2025, five Board meetings, and one Audit Committee meeting were held, either by telephone or in person. | Board Member | Board Meetings Attended (5 held in the period) | Audit Committee (1 held in the period) | Remuneration Committee (0 held in the period) | | --- | --- | --- | --- | | D Bramhill | 5 | - | - | | J O'Farrell | 5 | - | - | | G Bull | 5 | 1 | - | | C Howie | 5 | 1 | - | There are no mandatory hours for directors to be available for Company business. The executive directors and non-executive directors are available for any Company business when it may arise. The Board delegates certain decisions to an Audit Committee and a Remuneration Committee. The Audit Committee has joint responsibility for reviewing the year end accounts with the Auditor. The Remuneration Committee reviews the remuneration of the executive directors on an annual basis. Both committees are dedicated to establishing and maintaining robust internal financial control systems for the Company. 36 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Corporate Governance Report for the year ended 31 December 2025 # QCA Code principle and summary explanation # Principle 7 Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities. The Company should maintain governance structures and processes in line with its desired corporate culture and appropriate to its: - size and complexity; and - capacity, appetite and tolerance for risk. The Board should be supported by committees – typically at least an audit, remuneration and nomination committee – that also have the necessary skills and knowledge to discharge their duties and responsibilities effectively. The Board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies and relevant sustainability matters such as climate change. The Board should consider any need to establish further dedicated sub-committees and, where appropriate, seek input from external advisers on such matters. All directors should continually update their skills and knowledge. As a company and the external environment evolves, the mix of skills and experience required on the board will change. The board should consider its training and development needs in this context, plan ahead and structure such provision accordingly. The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should consider this and the design and implementation of its decision-making processes to ensure they are effective. # Application by the Company The current Board composition of the Company and each director's experience is set out in this report. The Board's view is that the directors have a variety of complementary experiences and skillsets, including experience of industry-specific technical, financial and public capital markets sectors. The Company believes that the current Board of Directors collectively hold the relevant experience, skills and personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term. An overview of the directors are as follows: The majority of the directors have experience of working in the USA and an understanding of the assets and their control. # David Bramhill, Executive Chairman, 75 Mr Bramhill has over 43 years' experience in the natural resources industry. Mr Bramhill has directed and managed several energy companies and was the former managing director of OilQuest Resources plc, subsequently acquired by EnCore Oil plc. Mr Bramhill was an executive director at the time of Nighthawk Energy plc's AIM flotation in March 2007 and a non-executive Chairman of Wessex Exploration plc when that company floated on AIM in March 2011. He resigned from these companies in 2010 and 2012 respectively. Mr Bramhill had previously consulted in an engineering capacity for over 20 years on projects for Shell, ExxonMobil, Petrofina, BP and numerous other international energy companies. # Joseph O'Farrell, Executive Director, 74 Mr O'Farrell has over 33 years' corporate experience in the hydrocarbon and mining industry. He has managed several energy companies and is a former director of OilQuest Resources plc and Nighthawk Energy plc, having been a director of these two companies at the time of their respective flotations on AIM. He has assisted a number of companies working in conjunction with corporate advisers in pre-IPO fundraising and project acquisition. # Graham Bull, Non-Executive Director, 80 Mr Bull is a geologist with 50 years' of international oil and gas industry exploration experience. Following graduation from the University of Leicester in 1968 with a BSc Hons Geology he worked in Canada and held-positions with Chevron, Dome Petroleum, Siebens Oil and Gas and Poco Petroleum and also provided exploration expertise to a Canadian drilling fund. He returned to the UK in 1982 taking the position as Chief Geologist to Sovereign Oil and Gas plc. In addition, Mr Bull has operated as a geological adviser for EnCore Oil plc (formerly OilQuest Resources plc), Premier Oil plc, Cirque Energy and DSM Energy. # Dr Zac Phillips, Independent Non-executive Director, 53 Dr Phillips is a senior energy executive and advisor with extensive experience in the oil and gas sector, advising on asset evaluation, project development and corporate strategy. He is currently a Director of TomCo Plc and provides oil and gas advisory services to investment banks through his company Oil and Gas Advisors Limited. Zac has previously worked for companies such as BP, Chevron, DB Petroleum, Merrill Lynch and ING Barings. Dr Phillips is a chemical and petroleum engineer, holding a Masters in Petroleum Engineering and a PhD in Chemical Engineering. He is also a Member of the Institute of Chemical Engineers, a Member of the Society of Petroleum Engineers and a Member of the American Association of Petroleum Geologists. Zac has been providing the Board with independent evaluation support for a number of years. www.unionjackoil.com 37 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | Principle 7 (continued) | **John Americanos, Non-executive Director, 62** Mr Americanos, is a Chartered Certified Accountant (FCCA) and a founder and Director of John Alexander Ltd which focuses on the provision of accountancy services to businesses and sole traders. John also has significant experience in UK and international property development. As disclosed throughout this statement, the Company maintains and employs robust corporate governance practices to support an effective and collaborative Board, always working in the best interests of its shareholders. Two Board committees are in place to ensure control over the Company's financial reporting processes and directors' remuneration. Details of the two Board committees are as follows: **The Audit Committee** The Audit Committee comprises Zac Phillips, who acts as its Chairman, and Graham Bull. The Audit Committee is responsible for considering a wide range of financial matters which include the reviewing of Half Yearly and Annual Reports, discussions with the Auditor, share placing agreements and the oversight of internal controls and new accounting standards relevant to the Company. This Committee also provides a forum for reporting by the Company's auditor. The executive directors may attend meetings by invitation. **The Remuneration Committee** The Remuneration Committee comprises Graham Bull, who acts as its Chairman, and Zac Phillips. The remuneration of non-executive directors is determined by the executive directors. The current executive director remuneration package comprises basic salary and share options. Directors' remuneration for the year is noted in the Directors' Report in the Company's Annual Report. Due to the size of the Company, it is not considered necessary to have a separate Nomination Committee at this time. Instead this role is fulfilled by the Board as a whole. The Board also reserves to itself the process by which a new director is appointed. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties. The Board intends that the Company's governance structures will evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company. The Board will meet at least four times in the coming year to review trading performance and budgets, ensure adequate funding, set and monitor strategy, examine acquisition opportunities and report to shareholders. The Board has a formal schedule of matters specifically reserved to it for decisions. | 38 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 8****Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.** The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The Board performance review should be carried out on an annual basis and include opportunities for improvement with respect to the performance of the chair, and the operation of the board and its committees. The review should identify development or mentoring needs of individual directors and/or the wider senior management team. The QCA's Board Performance Review Guide provides helpful supporting information to consider. The Board performance review may be carried out internally and should, ideally, be supplemented periodically by an external independent third-party review. It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for the Board. No member of the Board should become indispensable. Succession planning for both the executives and non-executives is a vital task for boards. This should extend to contingency planning for the absence of key staff. There should be a robust process for the orderly appointment of new directors to the board and senior management positions. Consideration should be given to establishing a nomination committee to help with the process and ensure a diverse pipeline – both internally and externally – for succession. The skills, experience, capabilities and background required for directors and senior management to support the next stage of the company's development should be identified and factored into succession planning. | While the Board is very much aware of the needs of the Company in ensuring effectiveness of Board performance and the periodic refreshment of the composition of the Board, the Board believes that due to the Company's current size and its current corporate culture of constructive challenge and consensus on each decision reached, the procedures already in place are sufficient for monitoring Board performance and no external performance reviews are required at this time. This will be kept under review. The Board is also of the opinion that the Company has appropriate measures in place to ensure any refreshment of the Board occurs in a timely manner, and always with the best interests of the shareholders in mind. The appointment of Zac Phillips and John Americanos demonstrates the efforts of the Board to support succession planning and continual refreshment of Board membership. A thorough process is always undertaken when considering new appointments to the Board with skills, capabilities, experience and background considered and discussed at length both as a Board and with the Board's advisory group. | www.unionjackoil.com 39 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 | QCA Code principle and summary explanation | Application by the Company | | --- | --- | | **Principle 9****Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture.** It is the board's responsibility to establish an effective remuneration policy which is aligned with the company's purpose, strategy and culture, as well as its stage of development. A remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the company, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions. Pay structures for senior management should be simple and easy for participants to understand and foster alignment with shareholders through the building and holding of a meaningful shareholding in the company. The QCA's Remuneration Committee Guide provides helpful guidance to consider, including with respect to different remuneration structures. The remuneration committee should, as necessary, consult with other board committees in order to set appropriate incentive targets and to appraise performance in respect of those targets. The annual remuneration report should be put to an advisory shareholder vote. Where not mandated to be put to a binding vote, remuneration policies should at least be put to an advisory vote. Larger companies may wish to follow best practice and put their remuneration policy to a binding shareholder vote. Given the significance and dilutive impact of such plans, new (or significant amendments to existing) share schemes or long-term incentive plans should be put to a shareholder vote. | The Company operates in a highly specialised and competitive sector where attracting and retaining experienced executives with appropriate technical, operational, commercial and capital markets expertise is critical to the delivery of the Company's strategy and the creation of long-term shareholder value. The remuneration structure is designed to support the Company's long-term strategy by balancing fixed remuneration with performance-linked incentives and equity participation. The Board believes that this approach aligns executives with shareholders and supports disciplined decision-making focused on sustainable long-term value creation. The Company maintains a relatively lean corporate structure and relies significantly on the experience and capability of a small executive team. The Remuneration Committee therefore considers retention and continuity of leadership to be important factors in delivering operational execution, portfolio growth and value realisation for shareholders. The remuneration structure is therefore designed to promote sustainable performance and shareholder alignment while remaining appropriate for the Company's size and stage of development. Noting the challenging operating environment for the Company over the last 12 months, the Remuneration Committee has not proposed any increase in salary for the Board directors for the current financial year. The Company's Remuneration Committee takes seriously its responsibilities to evaluate the remuneration arrangements of the executive on a regular basis as part of the Company's wider governance framework. However, taking into account the Company's market capitalisation, its experienced, stable, long-established and lean executive management structure that is modest in number and, in line with a number of other AIM quoted companies, the Board will not be putting a remuneration policy resolution to shareholders at this year's AGM. This approach will be reviewed annually going forward by the board prior to each AGM. | 40 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Corporate Governance Report for the year ended 31 December 2025 # QCA Code principle and summary explanation # Principle 10 Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. Board members, in particular the Chair, should be proactive in their effort. In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist: The communication of shareholders' views to the Board The shareholders' understanding of the unique circumstances and constraints faced by the Company. Boards should ensure that corporate disclosures, in particular through annual reporting, are appropriate to satisfy the reporting needs of investors, including, but not limited to, sustainability matters. It should be clear where these communication practices are described (Annual Report or website). # Application by the Company The Company ensures: - A printed Annual Report is delivered to each registered shareholder, and also made available on the Company's website A Half Yearly Report is made available on the Company's website - All RNS announcements are released in a timely manner, while also ensuring all announcements are drafted in a clear and concise fashion The Company includes historical Annual Reports, Notices of General Meetings and RNS announcements over the last five years on its website. The Company also lists contact details on its website, should shareholders wish to communicate with the Board. The Company intends to include, where relevant, in its Annual Report, any matters of note arising from the Audit or Remuneration Committees. A Remuneration or Audit Committee report is not included separately within these Financial Statements. All relevant information has been included where required. Shareholders are actively encouraged to both attend the Company's Annual General Meeting and throughout the year to contact the Chairman to discuss any queries or concerns they may have. The outcome of all shareholder votes is disclosed in a clear and transparent manner via RNS. Given the size of the Company, the Board is of the opinion that no formal communication structures are required at this time. The Company does however: - Ensure continued disclosure of all items in conjunction with AIM Rule 26 on its website - Disclose the results of all shareholder votes once held, in conjunction with the Company's Annual General Meeting - Keep in constant communication and dialogue with its key stakeholders and JOA partners through an accessible and open-door policy, with the Executive Chairman acting as the key conduit. For avoidance of doubt, it is important to note that any conversations shareholders and the Executive Chairman may have are always conducted in accordance of what is permissible under MAR The Company's communication practices are set out on its website at: www.unionjackoil.com/aim-rule-26/ www.unionjackoil.com 41 --- GOVERNANCE # Corporate Governance Report for the year ended 31 December 2025 # THE BOARD During the year the Board of Union Jack Oil plc consisted of two executive directors and two non-executive directors, as disclosed within the Directors, Officers and Advisers section of this report, who were responsible for the proper management of the Company. The Board met in person or by telephone, as permitted by the current Articles of Association, seven times during the year. In addition, the Board held numerous project appraisal and strategy discussions during the year. # REMUNERATION COMMITTEE The Remuneration Committee comprises Graham Bull, who acts as its Chairman, and Zac Phillips. The current executive director remuneration package comprises basic salary and share options. Directors' remuneration for the year is noted in the Directors' Report and shown in note 3 on pages 64 and 65. The remuneration of non-executive directors is determined by the Board. # AUDIT COMMITTEE The Audit Committee comprises Zac Phillips, who acts as its Chairman, and Graham Bull. The Audit Committee is responsible for considering a wide range of financial matters, which include the reviewing of Half Yearly and Annual Reports, discussions with the Auditor, share placing agreements and the oversight of internal controls and new accounting standards relevant to the Company. This Committee also provides a forum for reporting by the Company's Auditor. The executive directors may attend meetings by invitation. # INTERNAL FINANCIAL CONTROL The directors are responsible for establishing and maintaining the Company's internal financial control systems. These are designed to meet the particular needs of the Company and the risks to which it is exposed, and by their nature can provide reasonable but not absolute assurance against material misstatement or loss. The key procedures that the directors have established to provide effective internal financial controls are: - Identification of Business Risks The Board is responsible for identifying the major business risks faced by the Company and for determining the appropriate course of action to manage these risks - Investment Appraisal Capital expenditure is regulated by authorisation limits. For expenditure beyond the specified limits including investments in exploration projects, detailed proposals are submitted to the Board for review and sign-off - Financial Reporting The Company has a comprehensive system for reporting financial results to the Board - Audit Committee The Audit Committee considers and determines relevant action in respect of any control issues raised by the external auditor 42 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Corporate Governance Report for the year ended 31 December 2025 ## CLIMATE CHANGE AND ENVIRONMENTAL POLICY The Company does not operate the projects in which it has invested. The Company's policy is to work with the site Operators whose vision is to provide locally derived, secure and affordable energy to meet the UK's evolving needs. In addition, and in line with the international treaty on climate change known as the Paris Agreement, the companies that we align with must be committed to attaining Net Zero emissions by no later than 2050. This commitment by the Operator's include their share of Scope 1 (direct emissions), Scope 2 (purchase of indirect power) and Scope 3 (emissions from operated and non-operated assets). This forms part of Union Jack's commitment to safety, environmental and social responsibility within the UK. To achieve the above, our site operators have: - Established time bound targets that support the ambitions of the Paris Agreement - Identified and pursued opportunities to minimise their carbon footprint and greenhouse gas emissions within their operations - Participated with industry and academic partners to evaluate, identify and invest in technology and studies that can help mitigate or offset their emissions - Communicated with internal and external stakeholders in a transparent manner on their climate related performance and their associated governance, risk management and target setting - Considered carbon emissions as part of their decision-making process across our asset portfolio to test the robustness of investments against net zero strategy - Incentivised emission reduction opportunities identified by their staff and contractors with an emphasis on operational plant efficiency The management of the Company has been assured that the policies highlighted above will be continually reviewed and updated as understanding of climate related risks, new technologies and associated regulations evolve. The Company's Joint Venture partner in the USA, Reach, state on their website www.reachoilgas.com that it is committed to a culture of excellence. Compliance with rules and regulations at local, state and federal level is a critical part of the development process at Reach. There is direct oversight for environmental compliance in all Reach projects. The Company's Environmental, Social and Governance ("ESG") policy is available to view on its website under the ESG section, and is included on pages 24 and 25. www.unionjackoil.com 43 --- GOVERNANCE # Independent Auditor's Report on the financial statements to the Members of Union Jack Oil plc ## OPINION We have audited the Financial Statements of Union Jack Oil plc (the "Company") for the year ended 31 December 2025, which comprise: - The Income Statement for the year ended 31 December 2025; - The Statement of Comprehensive Income for the year ended 31 December 2025; - The Balance Sheet as at 31 December 2025; - The Statement of Changes in Equity for the year then ended; - The Statements of Cash Flows for the year then ended; and - The Notes to the Financial Statements, including Material Accounting Policies. The financial reporting framework that has been applied in the preparation of the Financial Statements is applicable law and UK-adopted international accounting standards. In our opinion, the Financial Statements: - Give a true and fair view of the Company's affairs as at 31 December 2025 and of its loss for the year then ended - Have been properly prepared in accordance with UK-adopted international accounting standards; and - Have been prepared in accordance with the requirements of the Companies Act 2006 ## BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## CONCLUSIONS RELATING TO GOING CONCERN In auditing the Financial Statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. The disclosures on going concern are included in the Strategic Report and Material Accounting Policies sections of the Annual Report. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included: - Reviewing directors' assessment of the going concern assumption covering a period of not less than 12 months from the date of approval of the Financial Statements - Reviewing the cashflow projections prepared by directors and assessing the assumptions included therein taking into consideration the timing of costs, scope of work programmes and oil prices - Performing a review of committed expenditure and minimum spend amounts under licence agreements and other contracts - Enquiring of directors as to their knowledge of events or conditions beyond the period of directors' assessment that may cast significant doubts on the entity's ability to continue as a going concern - Evaluating the adequacy of disclosures made in the Financial Statements in respect of going concern Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 44 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Independent Auditor's Report on the Financial Statements to the Members of Union Jack Oil plc ## OVERVIEW OF OUR AUDIT APPROACH ### Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the Company financial statements as a whole to be £190,000 (2024: £235,000), based on 1% of total assets. We have determined materiality using total assets as the appropriate benchmark. An asset-based measure is considered suitable given the company's mix of exploration and production activities, where key decision makers place significant emphasis on asset values and their performance. Total assets provide a more stable and representative basis, while also appropriately capturing the significance of the exploration component of the business. We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. Performance materiality was set at 75% of materiality for the financial statements as a whole, which equates to £133,000 (2024: £164,000). Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration. We agreed with the Audit Committee to report to it all identified errors in excess of £9,500 (2024: £11,750). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. ### Overview of the scope of our audit Our engagement was in respect of the audit of the Financial Statements of the Company. Our audit approach was developed by obtaining a thorough understanding of the Company's activities and is risk based. Our audit was scoped by obtaining an understanding of the Company's control environment and assessing the risks of material misstatement. Based on this understanding, we assessed those aspects of the Company's transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. We determined materiality for the Company and applied this materiality in determining the nature, timing and extent of our audit procedures. Particular focus was given to those areas that were considered to be higher risk or subject to significant management judgement, including the key audit matters described in this report. Specifically, we identified what we considered to be areas of increased risk and planned an audit approach to focus on these areas accordingly. We undertook a combination of analytical procedures and substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls over individual systems and the management of specific risks. ### Key Audit Matter Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to Going Concern, noted above we identified the following Key Audit Matter. This is not a complete list of all risks identified by our audit. www.unionjackoil.com 45 --- GOVERNANCE # Independent Auditor's Report on the Financial Statements to the Members of Union Jack Oil plc | Key audit matter(S) | How the scope of our audit addressed the key audit matter | | --- | --- | | **Carrying value of Oil and Gas Assets** Refer to notes 7 and 8 to the Financial Statements. The Company's oil and gas assets amounted to £16,308,908 as of 31 December 2025. Exploration and evaluation interests (E&E) amounted to £7,492,417. Property, plant and equipment or development and producing interests (D&P) amounted to £8,816,491. Additions to E&E assets amounted to £1,338,795 and D&P amounted to £1,384,598. During the year, there was impairment to E&E assets amounting to £5,181,707. Given the material carrying value of these assets, there is a risk that the carrying value is higher than the recoverable amount. The assessment of the carrying value of the oil and gas assets under IFRS 6 and IAS 36 requires management to apply significant judgement and estimates. | Our work in respect of both the E&E assets and the D&P assets focused on evaluating the directors' impairment indicator review for both producing and exploration licences. We challenged the considerations made as to whether or not there were any indicators of impairment identified in accordance with the requirements of the relevant accounting standards. Our specified procedures are included below: **Exploration and evaluation (E&E) assets - IFRS 6 Exploration and Evaluation of Mineral Resources** Understanding of the controls operating in respect of the Company's impairment reviews; Reviewing directors' assessment of impairment under IFRS 6 and consider whether there are any indicators of impairment; Obtaining and reviewing agreements and other information available during the audit to identify any additional interests; Making enquiries and reviewing publicly available information as to whether the licences are in good standing and whether the terms of the licences are being adhered to; Obtaining the Company's working capital statement and ensuring that expenditure has been planned to maintain licences and for future expenditure to be spent to develop these licence areas; Reviewing the available resource statements to determine if there is any evidence of impairment including publications by the respective operators; Reviewing board minutes for evidence of impairment; and Assessing the adequacy of the disclosures in the Financial Statements. **Development and production assets (D&P) assets - IAS 36 Impairment of Assets** Understanding of the controls operating in respect of the Company's impairment reviews; Reviewing directors' assessment of impairment under IAS 36 and considering whether there are any indicators of impairment; Reviewing the available resource statements to determine if there is any evidence of impairment including publications by the respective operators; Confirming the consistency of the reserves and resources in the models with the updated Competent Person reports; Assessing the competence and objectivity of external and internal Competent Persons; Reviewing public information and Board minutes for evidence of indicators of impairment; Reviewing impairment models prepared by the directors. We reviewed the assumptions used in the value-in-use calculations prepared by the directors; We engaged internal specialists as part of reviewing the assumptions used in the model; and Assessing the adequacy of the disclosures in the Financial Statements including the appropriateness of key judgements regarding asset carrying values and impairment | 46 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Independent Auditor's Report on the Financial Statements to the Members of Union Jack Oil plc # OTHER INFORMATION The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. # OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion based on the work undertaken in the course of our audit the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and directors' report have been prepared in accordance with applicable legal requirements. # MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. # RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS As explained more fully in the directors' responsibilities statement set out on page 29 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. # AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the procedures in place for ensuring compliance. Based on our understanding of the Company and industry, discussions with those charged with governance we identified Companies Act 2006 as having a direct effect on the amounts and disclosures in the Financial Statements. Our work included direct enquiry of those charged with governance, reviewing Board and relevant committee minutes and inspection of correspondence. www.unionjackoil.com 47 --- GOVERNANCE # Independent Auditor's Report on the Financial Statements to the Members of Union Jack Oil plc # AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) As part of our audit planning process, we assessed the different areas of the Financial Statements, including disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct enquiries were made of those charged with governance concerning both whether they had any knowledge of actual or suspected fraud and their assessment of the susceptibility of fraud. We considered the risk was greater in areas involving significant estimate or judgement. Based on this assessment we designed audit procedures to focus on key areas of estimate or judgement, this included specific testing of journal transactions, both at the year end and throughout the year. We identified the significant laws and regulations of the UK and the USA to be those relating to the industry including, Oil & Gas Regulations, the financial reporting framework, tax legislation and the AIM listing rules. The Company is subject to laws and regulations where the consequence of non-compliance could have a material impact on the amount or disclosures in the Financial Statements, through the imposition of fines or litigations. These laws and regulations include those relating to health and safety, licensing and the environment. Our audit procedures included: - Enquiry of directors about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance including fraud; - Discussions with directors to consider any known or suspected instances of non-compliance with laws and regulations identified by them; - Reviewing minutes of meetings of those charges with governance for any instances of non- compliance with laws and regulations; - Reviewing correspondences with regulatory and tax authorities including HMRC and Environmental Agency for any instances of non-compliance with laws and regulations; - Engaging tax specialists in the audit to assess compliance with relevant tax laws and regulations; - Testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the Financial Statements; and - Reviewing accounting estimates for biases and Financial Statement disclosures and agreeing to surround information Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the Financial Statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us. A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. # USE OF OUR REPORT This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Matthew Stallabrass (Senior Statutory Auditor) for and on behalf of Crowe U.K. LLP Statutory Auditor London EC4M 7JW 22 May 2026 48 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- FINANCIAL STATEMENTS # Income Statement for the year ended 31 December 2025 | | Notes | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | Revenue | | 2,489,507 | 3,929,722 | | Cost of sales - operating costs | | (1,322,615) | (1,443,518) | | Cost of sales - depreciation | | (444,105) | (398,654) | | Cost of sales - Net Profit Interest payment | 2 | (31,786) | (119,449) | | Gross profit | | 691,001 | 1,968,101 | | Administrative expenses (excluding impairment charge) | | (2,477,222) | (1,878,089) | | Impairment | 7,8 | (5,200,050) | (10,148) | | Total administrative expenses | | (7,677,272) | (1,888,237) | | Operating (loss)/profit | | (6,986,271) | 79,864 | | Finance income | 4 | 24,393 | 129,617 | | Royalty income | 4 | 89,918 | 196,737 | | (Loss)/profit before taxation | | (6,871,960) | 406,218 | | Taxation | 5 | (157,390) | 242,995 | | (Loss)/profit for the financial year | | (7,029,350) | 649,213 | | Attributable to: | | | | | Equity shareholders of the Company | | (7,029,350) | 649,213 | | (Loss)/earnings per share | | | | | Basic (pence) | 6 | (5.68) | 0.61 | | Diluted (pence) | 6 | (5.68) | 0.60 | The accompanying accounting policies and notes on pages 54 to 80 form an integral part of these financial statements. www.unionjackoil.com 49 --- FINANCIAL STATEMENTS ## Statement of Comprehensive Income For the year ended 31 December 2025 | | Notes | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | (Loss)/profit for the financial year | | (7,029,350) | 649,213 | | **Items which will not be reclassified subsequently to profit** | | | | | Other comprehensive income | | | | | Loss on investment revaluation | 10 | (9,429) | (408,792) | | **Total comprehensive (loss)/profit for the financial year** | | **(7,038,779)** | **240,421** | The accompanying accounting policies and notes on pages 54 to 80 form an integral part of these financial statements. 50 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Balance Sheet as at 31 December 2025 | | Notes | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Intangible assets | 7 | 8,244,251 | 12,417,318 | | Property, plant and equipment | 8 | 8,870,427 | 7,691,397 | | Investments | 10 | 111,891 | 121,320 | | Deferred tax asset | 5 | - | 221,110 | | | | 17,226,569 | 20,451,145 | | **Current assets** | | | | | Inventories | | 20,077 | 11,149 | | Trade and other receivables | 11 | 376,357 | 855,980 | | Cash and cash equivalents | 12 | 1,460,847 | 2,527,831 | | | | 1,857,281 | 3,394,960 | | **Total assets** | | 19,083,850 | 23,846,105 | | **Liabilities** | | | | | **Current liabilities** | | | | | Trade and other payables | 19 | 491,659 | 222,894 | | **Non-current liabilities** | | | | | Provisions | 20 | 1,760,219 | 1,688,740 | | Deferred tax liability | 5 | - | 63,720 | | | | 1,760,219 | 1,752,460 | | **Total liabilities** | | 2,251,878 | 1,975,354 | | **Net assets** | | 16,831,972 | 21,870,751 | | **Capital and reserves attributable to the Company's equity shareholders** | | | | | Share capital | 13(a) | 9,514,576 | 7,514,576 | | Share-based payments reserve | 14 | 712,634 | 712,634 | | Treasury reserve | 14 | (1,736,700) | (1,736,700) | | Accumulated profit | 14 | 8,341,462 | 15,380,241 | | **Total equity** | | 16,831,972 | 21,870,751 | The financial statements of Union Jack Oil plc, registered number 07497220, were approved and authorised for issue by the Board of Directors on 22 May 2026 and were signed on its behalf by: David Bramhill Director DRR~11 The accompanying accounting policies and notes on pages 54 to 80 form an integral part of these financial statements. www.unionjackoil.com 51 --- FINANCIAL STATEMENTS ## Statement of Changes in Equity for the year ended 31 December 2025 | | Share capital £ | Share-based payment reserve £ | Treasury reserve £ | Accumulated profit £ | Total £ | | --- | --- | --- | --- | --- | --- | | Balance at 1 January 2025 | 7,514,576 | 712,634 | (1,736,700) | 15,380,241 | 21,870,751 | | Loss for the financial year | - | - | - | (7,029,350) | (7,029,350) | | Other comprehensive loss | - | - | - | (9,429) | (9,429) | | **Total comprehensive loss for the year** | **-** | **-** | **-** | **(7,038,779)** | **(7,038,779)** | | **Contributions by owners** | | | | | | | Issue of share capital | 2,000,000 | - | - | - | 2,000,000 | | **Total contributions by owners** | **2,000,000** | **-** | **-** | **-** | **2,000,000** | | **Balance at 31 December 2025** | **9,514,576** | **712,634** | **(1,736,700)** | **8,431,462** | **16,831,972** | | Balance at 1 January 2024 | 7,514,576 | 712,634 | (1,736,700) | 15,406,236 | 21,896,746 | | Profit for the financial year | - | - | - | 649,213 | 649,213 | | Other comprehensive profit | - | - | - | (408,792) | (408,792) | | **Total comprehensive profit for the year** | **-** | **-** | **-** | **240,421** | **240,421** | | **Distributions to owners** | | | | | | | Dividends | - | - | - | (266,416) | (266,416) | | **Total distributions to owners** | **-** | **-** | **-** | **(266,416)** | **(266,416)** | | **Balance at 31 December 2024** | **7,514,576** | **712,634** | **(1,736,700)** | **15,380,241** | **21,870,751** | The accompanying accounting policies and notes on pages 54 to 80 form an integral part of these financial statements. 52 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Statement of Cash Flows for the year ended 31 December 2025 | | Notes | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | **Cash flow from operating activities** | 15 | (669,594) | 344,371 | | **Cash flow from investing activities** | | | | | Purchase of intangible assets | | (1,326,231) | (1,596,514) | | Purchase of property, plant and equipment | | (1,222,477) | (2,469,451) | | Royalties received | | 126,925 | 187,921 | | Interest received | | 24,393 | 129,617 | | **Net cash used in investing activities** | | (2,397,390) | (2,748,427) | | **Cash flow from financing activities** | | | | | Proceeds on issue of new shares | | 2,000,000 | - | | Dividends paid | | - | (266,416) | | **Net cash generated / (used) in financing activities** | | 2,000,000 | (266,416) | | **Net decrease in cash and cash equivalents** | | (1,066,984) | (2,670,472) | | Cash and cash equivalents at beginning of financial year | | 2,527,831 | 5,198,303 | | **Cash and cash equivalents at end of financial year** | 12 | 1,460,847 | 2,527,831 | The accompanying accounting policies and notes on pages 54 to 80 form an integral part of these financial statements. www.unionjackoil.com 85 --- FINANCIAL STATEMENTS ## Material Accounting Policies Union Jack Oil plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is 6 Charlotte Street, Bath BA1 2NE, England. The nature of the Company's operations and its principal activities are set out in the Chairman's Statement, Strategic Report and the Directors' Report. These Financial Statements are presented in pounds sterling because that was the currency of the primary economic environment in which the Company operated during 2025. ### BASIS OF PREPARATION The annual Financial Statements of Union Jack Oil plc ('the Company') have been prepared in accordance with UK adopted international accounting standards ('IFRS') applied in accordance with the provisions of the Companies Act 2006. IFRS is subject to amendment and interpretation by the International Accounting Standards Board ('IASB') and the IFRS Interpretations Committee. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 December 2025 and subject to adoption by the UK Endorsement Board ('UKEB'). The Financial Statements have been prepared under the historical cost convention except for the valuation of investments that have been measured at fair value through other comprehensive income. The material accounting policies set out below have been consistently applied to all periods presented. ### GOING CONCERN The Company's principal activities, together with the factors likely to influence its future development, performance and position, are described in the Chairman's Statement and the Strategic Report. The directors have prepared forecasts which indicate that the Company will be able to meet its day-to-day working capital requirements and its share of anticipated project costs for a period of at least 12 months from the date of approval of these Financial Statements, through to 31 May 2027. In preparing these forecasts, the directors have considered a number of risks to the Company's working capital position, as also identified by its advisor, OGA. These include: (i) the timing of incurred costs; (ii) the scope of work programmes undertaken; and (iii) realised oil prices. The potential impact of these risks has been assessed under a range of scenarios. The most adverse scenario, reflecting the current operating environment and the stage of development of the Company's assets, has been used as the basis for the going concern assessment through the application of a severe but plausible downside 'stress test.' The forecasts indicate that the Company has sufficient funding to meet its planned expenditures, including an appropriate level of contingency. In addition, the directors have agreed to implement cost-mitigation measures should this be required to preserve cash resources. Furthermore, the Company has considered other options including, if necessary, additional liquidity through potential loan facility or other form of external financing. Taking these factors into account, the stress testing demonstrates that the Company is able to operate within its existing financial resources as at the date of approval of these Financial Statements. Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing these Financial Statements. ### REVENUES The Company's revenue is primarily derived from selling hydrocarbons, and revenue is recognised at the point in time when the performance obligation to supply oil has been satisfied, i.e. when control of goods has passed to the customer. This is when oil sold is delivered to a third-party storage on behalf of the customer. Transaction prices are agreed in writing in advance of sales and do not include any variable elements, including the oil price. As the product sold is clearly identifiable, there is a single performance obligation in each case to which the transaction price is allocated. There are no volume rebates offered and nor are there any payments in the nature of financing arrangements. ### ROYALTIES The Company does not believe the ownership of royalties meet the definition of a revenue contract, given there are no contracts with the customer, or performance obligations to fulfil, and the Company has no input in the running of the relevant oilfields. As a result, revenue is recognised as Royalty income, part of Other income at the time the Company has a right to the income. ### CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash on hand and deposits held at call with banks. 54 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Material Accounting Policies # FINANCIAL INSTRUMENTS # Recognition and Derecognition Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. # Classification and Initial Measurement of Financial Assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 9, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into the following categories: - Amortised cost Fair value through profit or loss ("FVTPL") Fair value through other comprehensive income ("FVOCI") In the periods presented the Company does not have any financial assets categorised as FVTPL. The classification is determined by both: The entity's business model for managing the financial asset The contractual cash flow characteristics of the financial asset # Subsequent Measurement of Financial Assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions: They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. # FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME ("FVOCI") The Company's investments are classified as financial assets at FVOCI based on the fair value hierarchy groups listed in note 16. The fair value of quoted securities are based on published market prices (Level 1 inputs). The fair value of the unquoted securities are based on Level 3 inputs. # Classification and Measurement of Financial Liabilities The Company's financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortised cost using the effective interest method. # Impairment of Financial Assets IFRS 9 requires the Company to recognise a loss allowance for expected credit losses on trade receivables. In particular, IFRS 9 requires the Company to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses ("ECL") if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit impaired financial asset. However, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Company is required to measure the loss allowance for that financial instrument at an amount equal to 12 months ECL. Any loss allowances measured in accordance with the above are recognised as a deduction from trade receivables in the Balance Sheet and movements in the loss allowance are recognised as an expense / (or gain) within administrative expenses in the income statement. www.unionjackoil.com 33 --- FINANCIAL STATEMENTS # Material Accounting Policies # **INTANGIBLE ASSETS – EXPLORATION AND EVALUATION ASSETS** Costs (including research costs) incurred prior to obtaining the legal rights to explore an area will be expensed immediately to the Income Statement, as these are classified as pre-licence costs. Expenditure incurred on the acquisition of a licence interest will initially be capitalised on a licence-by-licence basis. Costs will be held within exploration and evaluation costs until such a time as the exploration phase on the licence area is complete or commercial reserves have been discovered. Exploration expenditure incurred in the process of determining exploration targets will be capitalised initially within intangible assets as exploration and evaluation costs. Exploration costs will initially be capitalised whilst exploration and evaluation activities are continuing, and until the success or otherwise has been established. The success or failure of each exploration/evaluation effort will be judged on a licence-by-licence basis. Capitalised costs will be written off on completion of exploration and evaluation activities unless the results indicate that hydrocarbon reserves exist and that these reserves are commercially viable. All such costs will be subject to regular technical, commercial and management review for indicators of impairment which includes confirming the continued intent to develop or otherwise extract value from the licence, prospect or discovery. Where this is no longer the case, the costs will be immediately expensed. Following evaluation of successful exploration wells, if commercial reserves are established and the technical feasibility of extraction is demonstrated, and once a project is sanctioned for commercial development, then the related capitalised exploration/evaluation costs will be transferred into a single field cash generating unit within development/producing assets after testing for impairment, within Property, Plant and Equipment. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs will be written off to the Income Statement. # **INTANGIBLE ASSETS – ROYALTIES** Royalties are classified as intangible assets by the Company. The Company considers the substance of the royalty to be economically similar to holding a direct interest in the underlying asset. Existence risk (the commodity physically existing in the quantity demonstrated), production risk (that the operator can achieve production and operate a commercially viable project), timing risk (commencement and quantity produced, determined by the operator) and price risk (returns vary depending on the future commodity price, driven by future supply and demand) are all risks which the Company participates in on a similar basis to an owner of the underlying licence. Furthermore, in the royalty, there is only a right to receive cash to the extent there is a production and there are no interest payments, minimum payment obligations or means to enforce production or guarantee repayment. These are accounted for as intangible assets under IAS 38 and accordingly are amortised over their useful economic life, which management consider to be 26 years. # **PROPERTY, PLANT AND EQUIPMENT – DEVELOPMENT AND PRODUCTION ASSETS** Development and Production ('D&P') assets are accumulated into cash generating units ('CGU') and represent the cost of developing the commercial reserves and bringing them into production together with the Exploration and Evaluation ('E&E') expenditures previously transferred from E&E assets as outlined in the policy above. All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons have been demonstrated will be capitalised within development/producing assets on a field-by-field basis. Subsequent expenditure will be capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. On acquisition of a D&P asset from a third party, the asset will be recognised in the Financial Statements on signature of the sale and purchase agreement, subject to satisfaction of any substantive conditions within the agreement. Costs relating to each CGU are depleted on a unit of production method based on the commercial Proven and Probable Reserves for that CGU. Development assets are not depreciated until production commences. The depreciation calculation takes account of the residual value of site equipment and the estimated future costs of development of recognised Proven and Probable Reserves, based on current price levels. Changes in reserve quantities and cost estimates are recognised prospectively. Other, non-producing property, plant and equipment is depreciated over its useful life on a straight-line basis. The assets currently held are all considered to have a useful life of four years. # **DECOMMISSIONING AND SITE RESTORATION PROVISIONS** Licensees have an obligation to restore fields to a condition acceptable to the relevant authorities at the end of their commercial lives. Provision for decommissioning and reinstatement is recognised in full as a liability and an asset when the obligation arises. The asset is included within exploration and evaluation assets or property, plant and equipment as is appropriate. The liability is included within provisions. The amount recognised is the estimated cost of decommissioning and reinstatement, discounted where appropriate to its net present value, and is reassessed each year in accordance with local conditions and requirements. 56 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Material Accounting Policies Revisions to the estimated costs of decommissioning and reinstatement which alter the level of the provisions required are also reflected in adjustments to the decommissioning and reinstatement asset. # CONTINGENT LIABILITIES Contingent consideration payable in respect of the Company's interest in certain licences is considered to be a contingent liability, which is not recognised due to the lack of estimation certainty of both the timing and amount payable. These will be recognised as a provision when it is possible to accurately estimate costs and the timing is known. # IMPAIRMENT The carrying amounts of non-current assets are reviewed for impairment, under IAS 36 for Production and Development assets and IFRS 6 for Exploration and Evaluation assets, if events or changes in circumstances indicate the carrying value may not be recoverable. If there are indicators of impairment, such as a well not encountering commercial quantities of oil or a site being shut-in, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except where such assets do not generate cash flows independent of other assets, in which case the review is undertaken at the cash generating unit level on a field-by-field basis. For intangible exploration and evaluation assets potential industry-specific impairment triggers may include the short term expiry of a licence, lack of budgeted spend, or the lack of potential for commercial development of the asset, and more general triggers would include external sources such as significant changes in the industry or internal evidence such as changes in expectation of an asset's economic performance. The potential recoverable value of such assets is assessed by the directors based on their knowledge of the assets and available information. The Company's cash-generating units are the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment. This reversal is recognised in the Income Statement and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in the prior years. The recoverable amount of assets is the higher of their value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairments are recognised in the Income Statement to the extent that the carrying amount exceeds the assets' recoverable amount. The revised recoverable amounts are amortised in line with the Company's accounting policies. # JOINT ARRANGEMENTS, FARM-IN AND PROFIT SHARING AGREEMENTS The Company is party to a Joint Arrangement when there is a contractual agreement that sets out the terms of the relationship over the relevant activities of the Company and at least one other party. Management has a legal degree of control over these joint operating arrangements through Joint Operating Agreements. The Company classifies its interests in Joint Arrangements as joint operations: where the Company has both the rights to assets and obligations for the liabilities of the joint arrangement. The Company accounts for its interests in joint operations by recognising its share of assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations. The Company accounts for its own assets, liabilities and cash flows measured in accordance with the terms of the production sharing agreement and the accounting treatment reflects the agreement's commercial effect. The Company's revenue and cost of sales include revenues and operating costs associated with the Company's interest. Where the percentage ownership in Joint Arrangements changes during a reporting period, the arrangement is reassessed to ensure it is still appropriately classified, and the Company's share of income and expenses is adjusted prospectively from the date of change. # NET PROFIT INTEREST A Net Profit Interest ("NPI") agreement exists between Egdon Resources U.K. Limited, Union Jack Oil plc and Valhalla Oil & Gas AS ("Valhalla"), which was activated in September 2022. Under this agreement Union Jack Oil plc, pay Valhalla a maximum of 2.75% NPI of PEDL180 income, less deductible expenditure. Expenditure regarding this contract is recognised in the Income Statement in the period it arises, as calculated based on the income produced by the licence in that period, less deductible expenditure, as set out in the original agreement. Due to the nature of this expenditure, arising directly from the revenue stream, it is recognised as a direct cost in the Income Statement. www.unionjackoil.com 57 --- FINANCIAL STATEMENTS # Material Accounting Policies # **CURRENT TAX** Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Balance Sheet date. # **DEFERRED TAX** Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the Balance Sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, with the exception of transactions that give rise to equal taxable and deductible temporary differences. The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the Balance Sheet date. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. # **EQUITY INSTRUMENTS** An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. The equity instrument in respect of the Company is in relation to the issue of ordinary shares. # **SHARE-BASED PAYMENTS** Equity-settled share-based payments in respect of options issued by the Company are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 13(b). The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Company's estimate of the number of equity instruments that will eventually vest. At each Balance Sheet date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the Income Statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. When a share-based payment expires, the cumulative expense recognised in the share based payment reserve is reclassified to the relevant component of equity in line with the original recognition of the expense. 58 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- ## Material Accounting Policies ### ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS The Company has adopted the following standards, amendments to standards and interpretations which are effective for the first time this year. The impact is shown below: | New and revised International Financial Reporting Standards | | Effective Date: Annual periods beginning on or after: | UKEB adopted | Impact on the Company | | --- | --- | --- | --- | --- | | IAS 21 | Lack of Exchangeability (Amendments to IAS21) | 1 January 2025 | Yes | No material impact | At the date of authorisation of the Financial Statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Company. For the next reporting period, applicable International Financial Reporting Standards will be those endorsed by the UK Endorsement Board (UKEB). Whilst these standards and interpretations are not effective for, and have not been applied in the preparation of, these Financial Statements, the following could potentially have a material impact on the Company's Financial Statements going forward: | New and revised International Financial Reporting Standards | | Effective Date: Annual periods beginning on or after: | UKEB adopted | | --- | --- | --- | --- | | | Annual Improvements to IFRS Accounting Standards – Volume II | 1 January 2026 | Yes | | IFRS 7 & IFRS 9 | Amendments to the Classification and Measurement of Financial Instruments | 1 January 2026 | Yes | | IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | Yes | | IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | No | New and revised International Financial Reporting Standards which are not considered to potentially have a material impact on the Company's Financial Statements going forwards have been excluded from the above. Management anticipates that all relevant pronouncements will be adopted in the Company's accounting policies for the first period beginning after the effective date of the pronouncement. There are no other standards and interpretations in issue but not yet adopted that the directors anticipate will have a material effect on the reported income or net assets of the Company. www.unionjackoil.com 59 --- **FINANCIAL STATEMENTS** # Material Accounting Policies # **CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY** In the application of the Company's accounting policies, which are described in this note, the directors are required to make judgements regarding the choice and application of accounting policies, as well as estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimates that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements: # **CRITICAL ESTIMATES** # **Exploration and Evaluation Costs** The Company's accounting policy leads to the development of tangible and intangible fixed assets, where it is considered likely that the amount will be recoverable by future exploitation or sale, or alternatively where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This requires management to make assumptions as to the future events and circumstances, especially in relation to whether an economically viable extraction operation can be established. Such estimates are subject to change and following initial capitalisation, should it become apparent that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the Income Statement. # **Decommissioning and Site Restoration Provisions** Management use independent estimates for future decommissioning expenditure. A discount rate of 4.79% and inflation rate of 2.13% are used to determine appropriate decommissioning provisions for the UK and USA assets. These may change as a result of revisions to the estimated timing and future cost of decommissioning. # **Carrying Value of Property, Plant and Equipment** The Company assesses at each reporting period whether there is any indication that these assets may be impaired as indicated in note 8. If such indication exists, the Company estimates the recoverable amount of the asset. The recoverable amount is assessed by reference to the higher of 'value in use' (being the net present value of expected future cash flows of the relevant cash generating unit) and 'fair value less cost to sell'. The Company considers the quantities of the Proven and Probable Reserves, future production levels and future oil prices as well as other IAS 36 criteria in their assessment of indicators of impairment. 60 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Material Accounting Policies # Depreciation Production assets are depreciated on a unit of production method based on the commercial proven reserves for each separate asset. Development assets are not depreciated until production commences. The unit of production rate calculation for the depreciation of costs takes into account expenditures incurred to date. # Reserve Estimates Reserves are estimates of the amount of product that can be economically and legally extracted from the Company's properties. In order to calculate the reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Estimating the quantity and/or grade of reserves requires the size, shape and depth of fields to be determined by analysing geological data such as drilling samples. This process may require complex and difficult geological judgements and calculations to interpret the data. Given that the economic assumptions used to estimate reserves change from year to year, and because additional geological data is generated during the course of operations, estimates of reserves may change from year to year. Changes in reported reserves may affect the Company's financial results and financial position in a number of ways, including the following: - Asset carrying values may be affected by possible impairment due to adverse changes in estimated future cash flows; - Depreciation, depletion and amortisation charged in the Income Statement may change where such charges are determined by the units of production basis, or where the useful economic lives of assets change. # JUDGEMENTS IN APPLYING ACCOUNTING POLICIES # Impairment Management is required to assess the Exploration and Evaluation assets and the Development and Production assets for indicators of impairment. Note 7 discloses the carrying value of the Exploration and Evaluation assets. Note 8 discloses the carrying value of the Development and Production assets. Impairment is considered on a Cash Generating Unit basis. In assessing the need to impair Exploration and Evaluation assets and Development and Production assets the Board makes assumptions about the future progress and likely successful outcome of exploration and drilling activities as well as the estimated level of reserves and resources and the discount rate. Due diligence is performed at the outset of the investment before an investment is made. At an early stage of exploration of each investment the need for impairment is determined through monitoring market and industry conditions, competent person reports on each prospect and any available information from each licence's main Operator. In the case of those licences where drilling has commenced and management is committed to further exploration and evaluation with sufficient financial resources available to do so, impairment is not recognised unless technical analysis confirms that commercially viable hydrocarbons are insufficient to recover costs incurred. # Deferred Tax In determining the deferred tax asset to recognise, the directors have considered the likelihood of generating taxable profits in the foreseeable future against which losses and other timing differences can be offset. The directors have used assumptions consistent with those adopted in preparing the going concern assessment and have not anticipated profits that may arise following future exploration activity. Foreseeable future has been considered to be 24 months. The deferred tax asset recognised is disclosed in note 5 and amounted to nil (2024: £221,110) at the year end. There is also a deferred tax liability of nil (2024: £63,720) based on temporary timing differences in US fixed assets. www.unionjackoil.com 61 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 ## 1 BUSINESS AND OPERATING SEGMENTS The Company is considered to have two operating segments, being the exploration and evaluation of, and the development and production of hydrocarbon discoveries onshore United Kingdom (“UK”) and the United States of America (“USA”). For the year ending 31 December 2025 | UK segment | Exploration and Evaluation £ | Development and Production £ | Corporate £ | Total £ | | --- | --- | --- | --- | --- | | Revenue | - | 2,206,347 | - | 2,206,347 | | Operating expenditure | - | (1,240,017) | - | (1,240,017) | | Depreciation | - | (333,574) | - | (333,574) | | Impairment | (4,478,909) | (18,343) | - | (4,497,252) | | Other administration | - | - | (2,323,181) | (2,323,181) | | (Loss)/profit from continuing operations | (4,478,909) | 614,413 | (2,323,181) | (6,187,677) | | Finance income | - | 11,661 | - | 11,661 | | (Loss)/profit before taxation | (4,478,909) | 626,074 | (2,323,181) | (6,176,016) | | **USA segment** | | | | | | Revenue | - | 283,160 | - | 283,160 | | Operating expenditure | - | (132,727) | - | (132,727) | | Depreciation | - | (92,188) | - | (92,188) | | Impairment | (702,798) | - | - | (702,798) | | Other administration | (60,582) | - | (93,459) | (154,041) | | (Loss) /profit from continuing operations | (763,380) | 58,245 | (93,459) | (798,594) | | Finance income | - | 12,732 | - | 12,732 | | Royalty income | 89,918 | - | - | 89,918 | | (Loss) /profit before taxation | (673,462) | 70,977 | (93,459) | (695,944) | | **Total for the Company** | **(5,152,371)** | **697,051** | **(2,416,640)** | **(6,871,960)** | For the year ending 31 December 2024 | UK segment | Exploration and Evaluation £ | Development and Production £ | Corporate £ | Total £ | | --- | --- | --- | --- | --- | | Revenue | - | 3,737,564 | - | 3,737,564 | | Operating expenditure | - | (1,513,628) | - | (1,513,628) | | Depreciation | - | (366,145) | - | (366,145) | | Impairment | - | (10,148) | - | (10,148) | | Other administration | - | - | (1,795,087) | (1,795,087) | | Profit from continuing operations | - | 1,847,643 | (1,795,087) | 52,556 | | Finance income | - | - | 125,880 | 125,880 | | Profit before tax | - | 1,847,643 | (1,669,207) | 178,436 | | **USA segment** | | | | | | Revenue | - | 192,158 | - | 192,158 | | Operating expenditure | - | (49,339) | - | (49,339) | | Depreciation | - | (32,509) | - | (32,509) | | Other administration | - | - | (83,002) | (83,002) | | Profit from continuing operations | - | 110,310 | (83,002) | 27,308 | | Finance income | - | - | 3,737 | 3,737 | | Royalty income | 196,737 | - | - | 196,737 | | Profit before tax | 196,737 | 110,310 | (79,265) | 227,782 | | **Total for the Company** | **196,737** | **1,957,953** | **(1,748,472)** | **406,218** | 62 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Notes to the Financial Statements for the year ended 31 December 2025 ## 1 BUSINESS AND OPERATING SEGMENTS (CONTINUED) As at 31 December 2025 | UK segment | Exploration and Evaluation £ | Development and Production £ | Corporate £ | Total £ | | --- | --- | --- | --- | --- | | Non-current assets | 6,655,501 | 6,284,848 | 111,891 | 13,052,240 | | Current assets | 5,460 | 239,865 | 467,156 | 712,481 | | Non-current liabilities | (341,594) | (749,788) | (622,273) | (1,713,655) | | Current liabilities | (3,178) | (200,880) | (243,201) | (447,259) | | Net assets | 6,316,189 | 5,574,045 | (286,427) | 11,603,807 | ### USA segment | Non-current assets | 1,588,750 | 2,585,579 | - | 4,174,329 | | --- | --- | --- | --- | --- | | Current assets | 43,368 | 40,498 | 1,060,934 | 1,144,800 | | Non-current liabilities | - | (46,564) | - | (46,564) | | Current liabilities | (27,782) | (16,618) | - | (44,400) | | Net assets | 1,604,336 | 2,562,895 | 1,060,934 | 5,228,165 | | Total for the Company | 7,920,525 | 8,136,940 | 774,507 | 16,831,972 | As at 31 December 2024 | UK segment | Exploration and Evaluation £ | Development and Production £ | Corporate £ | Total £ | | --- | --- | --- | --- | --- | | Non-current assets | 10,714,920 | 5,975,307 | 342,430 | 17,032,657 | | Current assets | 9,326 | 234,126 | 1,442,174 | 1,685,626 | | Non-current liabilities | (550,005) | (725,457) | (376,030) | (1,651,492) | | Current liabilities | (39,565) | (73,837) | (102,825) | (216,227) | | Net assets | 10,134,676 | 5,410,139 | 1,305,749 | 16,850,564 | ### USA segment | Non-current assets | 1,702,398 | 1,716,090 | - | 3,418,488 | | --- | --- | --- | --- | --- | | Current assets | 463,971 | 96,450 | 1,148,913 | 1,709,334 | | Non-current liabilities | - | (37,248) | (63,720) | (100,968) | | Current liabilities | (6,667) | - | - | (6,667) | | Net assets | 2,159,702 | 1,775,292 | 1,085,193 | 5,020,187 | | Total for the Company | 12,294,378 | 7,185,431 | 2,390,942 | 21,870,751 | www.unionjackoil.com 63 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # 2 OPERATING PROFIT | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Operating (loss)/profit is stated after charging: | | | | Depletion of producing assets | 444,105 | 398,654 | | Net Profit Interest payment | 31,786 | 119,449 | | Staff costs (see note 3) | 646,100 | 657,344 | | Fees payable to the Company's auditor for: | | | | - The audit of these Financial Statements | 62,500 | 59,580 | A historical Net Profit Interest ("NPI") agreement between Egdon Resources U.K. Limited, Union Jack Oil plc and Valhalla Oil & Gas AS ("Valhalla") was activated in September 2022. Under this agreement Union Jack Oil plc, pay Valhalla a maximum of 2.75% NPI of PEDL180 income, less deductible expenditure. # 3 EMPLOYEE INFORMATION AND REMUNERATION OF DIRECTORS The aggregate payroll cost in the year of the employees, all of whom are directors, was as follows: | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Salaries | 575,000 | 587,500 | | Social security costs | 71,100 | 69,844 | | | 646,100 | 657,344 | The number of persons employed by the Company was 4 (2024: 5). Ray Godson retired on 27 June 2024. Craig Howie was appointed on 22 April 2024. The salaries of individual directors were as follows: | Salaries | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | D Bramhill | 325,000 | 325,000 | | J O'Farrell | 150,000 | 150,000 | | G Bull | 50,000 | 50,000 | | C Howie | 50,000 | 37,500 | | R Godson | - | 25,000 | | | 575,000 | 587,500 | The emoluments of the highest paid director were £325,000 (2024: £325,000). 64 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- ## Notes to the Financial Statements for the year ended 31 December 2025 ### 3 EMPLOYEE INFORMATION AND REMUNERATION OF DIRECTORS (CONTINUED) Directors' share options outstanding at 31 December 2025 and at 31 December 2024: | | 2025 | 2024 | | --- | --- | --- | | D Bramhill | 1,200,000 | 1,200,000 | | J O'Farrell | 700,000 | 700,000 | | G Bull | 550,000 | 550,000 | ### 4 OTHER INCOME | Finance Income | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Bank interest | 24,393 | 120,468 | | HMRC interest | - | 9,149 | | | 24,393 | 129,617 | | Royalty Income | 31.12.25 £ | 31.12.24 £ | | Mineral royalties | 89,918 | 196,737 | www.unionjackoil.com 65 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # 5 TAXATION The major components of income tax for the years ended 31 December 2025 and 2024 are: | | 2025 £ | 2024 £ | | --- | --- | --- | | Current tax expense | | | | Current income tax credit | - | (192,443) | | Total current tax | - | (192,443) | | Deferred tax | | | | Origination and reversal of temporary differences | (3,248,374) | (603,933) | | Adjustment in respect of deferred tax assets not recognised | 3,318,937 | 706,305 | | Adjustment in respect of prior years | (70,563) | (102,372) | | US deferred tax | (63,720) | 63,720 | | Energy Profits Levy | 221,110 | (114,272) | | Total deferred tax | 157,390 | (50,552) | | Total tax charge/(credit) | 157,390 | (242,995) | A reconciliation between tax charge/(credit) and the product of the accounting profit and the standard rate of tax in the UK for the years ended 31 December 2025 and 2024 is as follows: | | 2025 £ | 2024 £ | | --- | --- | --- | | Accounting (loss)/profit before tax from continuing operations | (6,871,960) | 406,218 | | (Loss)/profit multiplied by the standard rate of tax of 40% (2024: 40%) | (2,748,785) | 162,487 | | Expenses not permitted for tax | 106,176 | 75,062 | | Ineligible depreciation | 50,474 | - | | Income taxed at a different rate | 6,519 | - | | Non ring fence income | - | (88,561) | | Other adjustments in respect of prior years | (70,563) | (294,815) | | Change in restriction - US | 122,762 | - | | Adjustment in respect of deferred tax assets not recognised | 3,318,937 | 706,305 | | Gross timing difference on US assets | 53,663 | 101,952 | | Difference in US tax rate | 38,232 | (38,232) | | Energy profits levy | 221,110 | (114,272) | | Ring Fence Expenditure Supplement effect | (941,135) | (752,921) | | Total tax charge/(credit) | 157,390 | (242,995) | # Deferred tax The movement on the deferred tax asset account is shown below: | | 2025 | 2024 £ | | --- | --- | --- | | At 1 January | (221,110) | (106,838) | | Recognised in profit and loss | 221,110 | (114,272) | | At 31 December | - | (221,110) | 66 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Notes to the Financial Statements for the year ended 31 December 2025 ## 5 TAXATION (CONTINUED) The movement on the deferred tax liability account is shown below: | | 2025 | 2024 £ | | --- | --- | --- | | At 1 January | 63,720 | - | | Recognised in profit and loss | (63,720) | 63,720 | | Deferred tax movement - US assets | - | 63,720 | The adjustment in respect of prior years deferred corporation tax of £70,563 derives from an increase in the deferred tax asset on losses, and an increase in the deferred tax liability on the fixed asset temporary timing differences at year end. In determining the deferred tax to recognise, the directors have considered the likelihood of generating taxable profits in the foreseeable future against which losses can be offset. The directors have used assumptions consistent with those adopted in preparing the going concern assessment and have not anticipated profits that may arise following future exploration activity. Foreseeable future has been considered to be 24 months. Change in amount recognised of £3,318,937 represents the difference between the net unrecognised amount of deferred corp on tax assets and liabilities at the start and end of the period. As at 31 December 2025 there are unrecognised deferred tax assets of £7,695,619 (2024: £4,264,828) in relation to Corporation Tax and £1,236,583 (2024: £463,909) in respect of Energy Profits Levy. ### Energy Profits Levy ('EPL') With effect from 26 May 2022 the UK government introduced an Energy Profit Levy ('EPL') that would apply to the ring fence profits and chargeable at 25%. The EPL rate was increase to 35%, enacted on 10 January 2023, and subsequently increased to 38% by the Provisional Collection of Taxes Act from 1 November 2024, at which point EPL uplift on capital expenditure was also abolished. The Finance Bill 2024-25 extended the end date for EPL to 31 March 2030. There is no deferred tax asset recognised for EPL at year end. (2024: £192,443). The EPL credit to the Company during 2025, after an OPEX allowance of 100% and CAPEX relief of 129% was £nil (2024: £192,443). The planned development and drilling programme for 2026 are expected to provide a cushion in respect of EPL payments made by the Company during the year. ### Tax losses In addition to the above recognised tax losses the Company also has the following tax losses for which no deferred tax asset has been recognised: | | 2025 £ | 2024 £ | | --- | --- | --- | | Unrecognised tax losses | 17,259,847 | 9,008,386 | | Potential tax benefit @ 40% (2024: 40%) | 6,903,939 | 3,603,354 | www.unionjackoil.com 67 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # **6 (LOSS)/EARNINGS PER SHARE** Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. The Company has issued options over ordinary shares which could potentially dilute the basic earnings per share in the future. Further details are given in note 13(b). These options have not been taken into account when calculating the diluted loss per share as their impact was anti-dilutive. Therefore, the basic and dilutive loss per share are the same. | (Loss)/earnings per share | 2025 Pence | 2024 Pence | | --- | --- | --- | | (Loss)/profit per share from continuing operations | | | | – Basic | (5.68) | 0.61 | | – Diluted | (5.68) | 0.60 | The (loss)/profit and weighted average number of ordinary shares used in the calculation of profit per share are as follows: | | 2025 £ | 2024 £ | | --- | --- | --- | | (Loss)/profit used in the calculation of total basic and diluted profit per share | (7,029,350) | 649,213 | | Number of shares | 2025 | 2024 | | --- | --- | --- | | Weighted average number of ordinary shares for the purposes of basic and diluted profit per share | | | | – Basic | 123,661,786 | 106,565,896 | | – Diluted | 123,661,786 | 107,915,896 | As detailed in note 13(a), the Company has 831,680,400 (2024: 831,680,400) deferred shares. These have not been included within the calculations of basic shares above on the basis that IAS 33 defines an ordinary share as an equity instrument that is subordinate to all other classes of equity instruments. Any residual interest in the assets of the Company would not currently, on liquidation, go to the deferred shareholders, hence they are not currently considered subordinate. These deferred shares have not been taken into account when calculating the diluted profit per share as their impact was anti-dilutive. 68 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Notes to the Financial Statements for the year ended 31 December 2025 ## 7 INTANGIBLE ASSETS | | 31.12.25 Exploration and evaluation £ | 31.12.25 Royalties £ | 31.12.25 Total £ | 31.12.24 Total £ | | --- | --- | --- | --- | --- | | Cost | | | | | | At 1 January | 11,637,411 | 816,014 | 12,453,425 | 10,911,127 | | Costs incurred in the year | 1,338,795 | - | 1,338,795 | 1,542,298 | | Transfer to development and production assets | (298,770) | - | (298,770) | - | | At 31 December | 12,677,436 | 816,014 | 13,493,450 | 12,453,425 | | Depreciation and impairment | | | | | | At 1 January | 3,312 | 32,795 | 36,107 | 5,497 | | Amortisation charge for the year | - | 31,385 | 31,385 | 30,610 | | Costs impaired | 5,181,707 | - | 5,181,707 | - | | At 31 December | 5,185,019 | 64,180 | 5,249,199 | 36,107 | | Net book value | | | | | | At 31 December | 7,492,417 | 751,834 | 8,244,251 | 12,417,318 | | At 1 January | 11,634,099 | 783,219 | 12,417,318 | 10,905,630 | Additions to exploration and evaluation costs represent exploration and appraisal costs incurred in the year in respect of unproven properties and provisions recognised for decommissioning and restoration liabilities. The directors have assessed the Exploration and Evaluation assets as at 31 December 2025 and have identified indicators of impairment as set out in IFRS 6 Exploration for and Evaluation of Mineral Resources in respect of PEDL253 Biscathorpe, PEDL241 North Kelsey and the Sark Well. These impairment amounts are Biscathorpe £3,944,104 (2024: nil), North Kelsey £534,805 (2024: nil) and Sark £702,798 (2024: nil) amounting to a total of £5,181,707 (2024: nil). These licences have a carrying value of nil as of 31 December 2025 (2024: £4,296,452). The impairment indicators were as follows:- ### PEDL253 Biscathorpe Having considered the commercial aspects, prevailing tax regime and the continued lack of clear case law in respect of oil and gas projects in the UK post-Finch, the PEDL253 Joint Venture partnership concluded that it could no longer justify its continued investment in the Biscathorpe project, and withdrew its appeal against the refused planning application. It was further decided to relinquish the licence at the earliest opportunity and therefore management decided to fully impair the licence. ### PEDL241 North Kelsey As part of the annual evaluation of licences it was assessed that North Kelsey's value in use was less than its carry value in all but the most optimistic scenario and therefore management has decided that the licence should be fully impaired. ### Sark The Sark project was spudded in August 2025 and drilled to a target depth of 5,391 feet during August and September. Through testing it was shown that there was a valid structural closure, however, the trap was subsequently breached. The site has been rehabilitated in accordance with local regulations. As a result, management have fully impaired this asset. As all the activity occurred in the current year the licence does feature in the below table of assets at the year end. Included in the above intangible asset additions during the year are amounts arising in relation to changes in decommissioning and restoration provisions (note 20). www.unionjackoil.com 69 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # **7 INTANGIBLE ASSETS (CONTINUED)** Intangible assets (less any impairment and provisions) comprise amounts capitalised as follows: | | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | West Newton | PEDL183 | 6,655,501 | 6,418,468 | | Biscathorpe | PEDL253 | - | 3,804,139 | | North Kelsey | PEDL241 | - | 492,313 | | US Royalties | | 751,834 | 783,219 | | Moccasin - transferred to development and production | | - | 298,770 | | Diana | | 295,040 | 275,977 | | Rogers Secondary Recovery Project | | 212,423 | 183,282 | | East Shawnee | | 161,150 | 161,150 | | Crossroads | | 168,303 | - | | | | 8,244,251 | 12,417,318 | # **8 PROPERTY, PLANT AND EQUIPMENT** | | 31.12.25 Development and production £ | 31.12.25 Equipment £ | 31.12.25 Total £ | 31.12.24 Total £ | | --- | --- | --- | --- | --- | | Cost | | | | | | At 1 January | 12,259,913 | 172,587 | 12,432,500 | 10,177,610 | | Additions | 1,402,941 | - | 1,402,941 | 2,254,890 | | Disposals | (41,979) | - | (41,979) | - | | Transfer from exploration and evaluation | 298,770 | - | 298,770 | - | | At 31 December | 13,919,645 | 172,587 | 14,092,232 | 12,432,500 | | Depreciation and impairment | | | | | | At 1 January | 4,665,600 | 75,503 | 4,741,103 | 4,289,154 | | Depreciation charge for the year | 444,105 | 43,148 | 487,253 | 441,801 | | Disposals | (24,894) | - | (24,894) | - | | Costs impaired | 18,343 | - | 18,343 | 10,148 | | At 31 December | 5,103,154 | 118,651 | 5,221,805 | 4,741,103 | | Net book value | | | | | | At 31 December | 8,816,491 | 53,936 | 8,870,427 | 7,691,397 | | At 1 January | 7,594,313 | 97,084 | 7,691,397 | 5,888,456 | The Board has assessed the Development and Production assets as at 31 December 2025 and has identified indicators of impairment as set out in IAS36 Impairment of assets in respect of EXL294 Fiskerton Airfield. This impairment amounts to a total of £18,343 (2024: £10,148). This licence has a carrying value of nil (2024: nil) and the impairment shown here represents a movement in the abandonment provision. 70 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- ## Notes to the Financial Statements for the year ended 31 December 2025 ### 8 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) There were no indicators for impairment on any other assets. Development and Production assets comprise amounts capitalised as follows: | | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | | Wressle | PEDL180/182 | 5,238,756 | 4,906,764 | | Keddington | PEDL005(R) | 992,156 | 971,459 | | Andrews 1-17 | | 803,526 | 849,181 | | Andrews 2-17 | | 268,457 | 280,662 | | Taylor | | 679,297 | 586,247 | | Moccasin - transferred from exploration and evaluation | | 834,299 | - | | | | 8,816,491 | 7,594,313 | ### 9 JOINT OPERATIONS The Company is party to 13 Joint Arrangements which carry out exploration and development of hydrocarbons in the United Kingdom and the United States of America. The Joint Operations in which the Company held an interest as at 31 December 2025 are as below: | Licence | Name | Proportion of ownership interest 2025 | Proportion of ownership interest 2024 | Principal place of business | | --- | --- | --- | --- | --- | | PEDL180/182 | Wressle/Broughton North | 40% | 40% | England | | PEDL183 | West Newton | 16.665% | 16.665% | England | | PEDL005(R) | Keddington | 55% | 55% | England | | PEDL253 | Biscathorpe | 45% | 45% | England | | PEDL241 | North Kelsey | 50% | 50% | England | | PEDL118 | Dukes Wood | - | 16.67% | England | | EXL294 | Fiskerton Airfield | 20% | 20% | England | | PEDL209 | Laughton | 10% | 10% | England | | 3513325407/9 | Andrews Field | 45% | 45% | Oklahoma, USA | | 3513325410 | Taylor | 45% | 45% | Oklahoma, USA | | 3512523989 | Moccasin | 45% | 45% | Oklahoma, USA | | 3513321369 | Rogers Secondary Recovery Project | 45% | 45% | Oklahoma, USA | | - | Diana | 75% | 75% | Oklahoma, USA | | - | Crossroads | 43% | - | Oklahoma, USA | During January 2025 PEDL118 (Duke's Wood) was relinquished. www.unionjackoil.com 71 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # 10 INVESTMENTS | | 2025 £ | 2024 £ | | --- | --- | --- | | Investments in equity instruments designated as at FVTOCI Shares | 111,891 | 121,320 | These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the directors of the Company have elected to designate these investments in equity instruments as at FVTOCI as they believe that recognising short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Company's strategy of holding these investments for long-term purposes and realising their performance potential in the future. Measurement criteria for investments are given in note 16. | | 31 December 2025 £ | 31 December 2024 £ | | --- | --- | --- | | At 1 January | 121,320 | 530,112 | | Changes in fair value of investments | (9,429) | (408,792) | | At 31 December | 111,891 | 121,320 | # Elephant Oil Corp The Company is the beneficial holder of 56,650 (2024: 56,650) ordinary shares of Elephant Oil Corp, registered in Nevada, United States of America (USA). The principal activity of Elephant Oil Corp is the exploration and evaluation of hydrocarbon assets in West Africa. The value of the unquoted Elephant Oil Corp shares are deemed to be US$2.25 per share and, on this basis, the Company has valued its holding at £95,121 (2024: £101,970). # Beacon Energy plc The Company is the beneficial owner of 430,000 (2024: 430,000,000) ordinary shares in Beacon Energy plc ("Beacon") following a one for one thousand share consolidation. The company registered in the Isle of Man, and the share holding represents a 2.32% (2024: 2.32%) interest in that company at year end. Beacon, has recently been readmitted to AIM. The investment in Beacon was revalued at the year end at 3.9 pence per share with a total value of £16,770 (2024: £19,350). The change in valuation for the above investments are reported in the Statement of Comprehensive Income on page 50. # Hydrocarbon Ventures Limited Hydrocarbon Ventures Limited, incorporated on 30 July 2024, is a wholly owned subsidiary of the Company and was dormant in the current and prior periods. 72 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Notes to the Financial Statements for the year ended 31 December 2025 # 11 TRADE AND OTHER RECEIVABLES - CURRENT The average credit period on sales of goods is 30 days. No interest is charged on outstanding trade receivables. The Company measures the loss allowance for trade receivables at an amount equal to 12 months ECL. The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Company has recognised no loss allowance for the trade receivables as there has been no historical experience to indicate that these receivables are not recoverable. The Company has other receivables of £3,462 which is a rent deposit. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Trade receivables | 190,903 | 189,776 | | Other receivables | 3,462 | 43,958 | | VAT | 107,236 | 88,239 | | Prepayments | 74,756 | 534,007 | | | 376,357 | 855,980 | # 12 CASH AND CASH EQUIVALENTS | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Cash at bank | 1,736,700 | 2,527,831 | Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets is equal to their fair value. www.umonjackoli.com 73 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # **13(a) SHARE CAPITAL** | Allotted and Issued: Number | Class | Nominal value | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | --- | --- | | 152,865,896 (31 December 2024: 112,865,896) | Ordinary | 5p | 7,643,295 | 5,643,295 | | 831,680,400 (31 December 2024: 831,680,400) | Deferred | 0.225p | 1,871,281 | 1,871,281 | | Total | | | 9,514,576 | 7,514,576 | Ordinary shares hold voting rights and are entitled to any distributions made on winding up. Deferred shares do not hold voting or dividend rights and are not entitled to distributions made on winding up. # **Treasury shares** | | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | Number | £ | Number | £ | | Ordinary shares held in treasury by the Company | 6,300,000 | 1,736,700 | 6,300,000 | 1,736,700 | # **13(b) SHARE-BASED PAYMENTS – OPTIONS** No options were granted to directors of the Company during 2025. Options are issued with an exercise price equating to the mid-market closing price on the date of issue. Options have a vesting period of 3 years and are subject to a further condition that the options can only be exercised if the share price is at a 30% premium to the exercise price. Details of the number of options and the weighted average exercise price (WAEP) outstanding during the year are as follows: | | Number of options | WAEP £ | | --- | --- | --- | | Outstanding at the beginning of the year | 3,050,000 | 0.374 | | Granted during 2025 | – | – | | Exercised during 2025 | – | – | | Outstanding at the end of the year | 3,050,000 | 0.374 | | Exercisable at the end of the year | 3,050,000 | 0.374 | 74 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Notes to the Financial Statements for the year ended 31 December 2025 # 14 RESERVES The nature and purpose of each reserve within equity is as follows: Share capital - represents the nominal value of shares issued. Share-based payment reserve - represents the cumulative cost of options issued in return for professional services. Treasury reserve - own shares held in treasury by the Company. Retained earnings - represents cumulative profits, and all other net gains and losses and transactions with owners not recognised elsewhere. # 15 RECONCILIATION OF PROFIT TO CASH GENERATED FROM OPERATIONS | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | (Loss)/profit for the year before tax | (6,871,960) | 406,218 | | Depletion of producing assets | 444,105 | 398,654 | | Accretion | 12,304 | (19,132) | | Impairment of assets | 5,200,050 | 10,148 | | Provision adjustment | - | (62,442) | | Amortisation/depreciation | 74,534 | 73,757 | | Loss on disposal | 17,085 | - | | Finance income | (24,393) | (129,617) | | Royalty income | (89,918) | (196,737) | | | (1,238,193) | 480,849 | | (Increase)/decrease in inventories | (8,928) | 10,164 | | Decrease/(increase) in trade and other receivables | 442,616 | (321,210) | | Increase/(decrease) in trade and other payables | 117,826 | (17,875) | | Cash (used in)/generated from operations | (669,594) | 108,781 | | Income taxes received | - | 192,443 | | Net cash flows (used in)/from operating activities | (669,594) | 344,371 | www.unionjackroll.com 75 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # 16 FINANCIAL INSTRUMENTS # Classification of measurement of financial instruments The fair value hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; - Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The Company holds investments at fair value through other comprehensive income. Investments in listed shares are a level 1 valuation. Investments in unlisted shares are a level 3 valuation as the quoted price is not available. The tables below set out the Company's accounting classification of each class of its financial assets and liabilities. Financial assets measured at fair value £ | At 31 December 2025 | Level 1 | Level 3 | Total | | --- | --- | --- | --- | | Investments: FVOCI | 16,770 | 95,121 | | | At 31 December 2024 | Level 1 | Level 3 | Total | | Investments: FVOCI | 19,350 | 101,970 | 121,320 | Financial assets measured at amortised cost £ At 31 December 2025 | Other receivables | 185,454 | | --- | --- | | Trade receivables | 190,903 | | Cash and cash equivalents | 1,460,847 | | Total carrying value | 1,837,204 | At 31 December 2024 | Other receivables | 666,204 | | --- | --- | | Trade receivables | 189,776 | | Cash and cash equivalents | 2,527,831 | | Total carrying value | 3,383,811 | All of the above financial assets' carrying values approximate to their fair values at 31 December 2025 and 31 December 2024, given their nature and short times to maturity. 76 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Notes to the Financial Statements for the year ended 31 December 2025 ## 16 FINANCIAL INSTRUMENTS (CONTINUED) | Financial liabilities measured at amortised cost | £ | | --- | --- | | **At 31 December 2025** | | | Trade payables | 336,891 | | Accruals | 154,768 | | Total carrying value | 491,659 | | **At 31 December 2024** | | | Trade payables | 113,169 | | Accruals | 109,725 | | Total carrying value | 222,894 | All of the above financial liabilities' carrying values approximate to their fair values at 31 December 2025 and 31 December 2024 given their nature and short times to maturity. ## 17 FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT The principal financial risks to which the Company is exposed are: liquidity risk, oil price risk and credit risk. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. ### Credit risk The Company measures credit risk on trade receivables using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Company has recognised no loss allowance for the trade receivables as there has been no historical experience to indicate that these receivables are not recoverable. All outstanding trade receivables of £190,903 have been received prior to approval of the Financial Statements and the credit risk is believed to be unchanged from previous years. The Company has an other receivable comprising a rent deposit of £3,462 which is held securely by a third party. Under IFRS 9 the 12 month expected credit losses have been considered on all of these receivables and these assessments resulted in no credit losses being recognised after taking into consideration the credit risk associated with the trade and other receivables, of £194,365. The Company's credit risk is otherwise largely attributable to its cash balances and such risk is limited as the third parties are international banks of which the latest S&P Global (formerly Standard & Poors) long term rating is A+. The Company's total credit risk amounts to the total of the sum of the receivables, cash and cash equivalents. At the year end this amounted to £1,655,212 (2024: £2,761,565). ### Liquidity risk In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. The following table on page 78 shows the undiscounted cash flows on the Company's financial liabilities as at 31 December 2025 and 31 December 2024, on the basis of their earliest possible contractual maturity. www.unionjackox.com 77 --- FINANCIAL STATEMENTS # Notes to the Financial Statements for the year ended 31 December 2025 # **17 FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT (CONTINUED)** At 31 December 2025 | | Total £ | Within 2 months £ | Within 2-6 months £ | Greater than 6 months £ | | --- | --- | --- | --- | --- | | Trade payables | 336,891 | 336,891 | - | - | | Accruals | 154,768 | 154,768 | - | - | | | 491,659 | 491,659 | - | - | | **At 31 December 2024** | | | | | | Trade payables | 113,169 | 113,169 | - | - | | Accruals | 109,725 | 109,725 | - | - | | | 222,894 | 222,894 | - | - | # **Oil price risk** The Company is exposed to oil price risk associated with sales of oil from production. The Company does not currently consider it necessary to use hedging instruments to manage its exposure to this risk. # **Capital management** The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, add shareholder value and to maintain an optimal capital structure to reduce the cost of capital. The Company defines capital as being share capital plus reserves as disclosed in the Balance Sheet. The Board of Directors monitors the level of capital as compared to the Company's commitments, and adjusts the level of capital as is determined to be necessary, by issuing shares. The Company is not subject to any externally imposed capital requirements. # **18 FINANCIAL COMMITMENTS** The Company had no financial commitments as at 31 December 2025 or 31 December 2024, other than those recognised in the Financial Statements and where Authority for Expenditure has been agreed with the Operator. # **19 TRADE AND OTHER PAYABLES** | | 31.12.25 £ | 31.12.24 £ | | --- | --- | --- | | Trade payables | 336,891 | 113,169 | | Accruals | 154,768 | 109,725 | | | 491,659 | 222,894 | 78 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Notes to the Financial Statements for the year ended 31 December 2025 # 20 PROVISIONS | | Decommissioning and reinstatement provision £ | | --- | --- | | As at 1 January 2024 | 1,890,337 | | Adjustment to provision estimates | (182,465) | | Accretion of provision | (19,132) | | At 31 December 2024 | 1,688,740 | | Adjustment to provision estimates | 59,175 | | Accretion of provision | 12,304 | | At 31 December 2025 | 1,760,219 | | At 31 December 2024 | 1,688,740 | A provision has been made for decommissioning costs on productive fields. A provision has also been made for reinstatement costs relating to exploration and evaluation assets where work performed to date gives rise to an obligation, principally for site restoration. Assumptions, based on the current economic environment, have been made which the directors believe are a reasonable basis upon which to estimate the future liability. This estimate will be reviewed regularly to take into account any material changes to assumptions. Actual costs will depend on a number of factors, including future market prices and any variation in the extent of decommissioning and reinstatement to be performed. Decommissioning and reinstatement costs are currently expected to be used between 2026 and 2045. Provisions created during the year, based on review, relate to obligations in respect of Keddington, Fiskerton Airfield, Dukes Wood, Kirklington, Wressle and West Newton assets. The provision on the Balance Sheet includes no deferred tax liability, the detail of which is given in note 5. # Sensitivity to key assumption changes Variations to the key assumptions used in the decommissioning provision estimates would cause increases/(reductions) to the provision as follows: | | Further decommissioning provision | | --- | --- | | Inflation rate (current assumption 2.125%) | | | 1% | (129,806) | | 3% | 115,019 | | Discount rate (current assumption 4.7935%) | | | 4% | 101,773 | | 6% | (133,802) | www.unionjackroll.com 79 --- **FINANCIAL STATEMENTS** # Notes to the Financial Statements for the year ended 31 December 2025 # **21 CONTINGENT LIABILITIES** At the year end there were no contingent liabilities. # **22 RELATED PARTY TRANSACTIONS** Details of key management personnel remuneration are disclosed in note 3. Key management comprises only the directors. Charnia Resources (UK), an entity owned by Graham Bull, non-executive director, was paid £120,509 (2024: £120,360) in respect of consulting fees. £12,000 was outstanding at the year end (2024: £12,000). Jayne Bramhill, spouse of David Bramhill, received the sum of £5,400 (2024: £12,000) from the Company in respect of office management and administration costs. No amounts were outstanding at the year end (2024: £nil). Lanrest Advisory Ltd, an entity owned by Craig Howie, non-executive director, was paid £43,333 (2024: nil) in respect of consulting fees. No amounts were outstanding at the year end (2024: nil). # **23 EVENTS AFTER THE BALANCE SHEET DATE** The following events have taken place after the year end: In January 2026, Craig Howie non-executive director resigned from the Board of Directors. In January 2026, Zac Phillips and John Americanos were appointed as non-executive directors. During February 2026, the Company announced that, Rathlin, operator of PEDL183, West Newton, has been informed by the Environment Agency that it has issued the variation to the permit for the West Newton 'A' Well Site to include a reservoir stimulation in the WNA-2 well, subject to certain pre-operational conditions. The recompletion works are designed to overcome well bore damage that was sustained during earlier drilling operations. During May 2026, the Crossroads well was drilled and awaits testing. 80 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (the "AGM") of Union Jack Oil plc (the "Company") will be held in the George White Suite at The Bristol Hotel, Prince Street, Bristol BS1 4QF on Friday 26 June 2026 at 11.00 a.m. to consider and, if thought fit, pass the following resolutions, of which resolutions numbered 1 to 12 will be proposed as ordinary resolutions and resolutions numbered 13 to 14 will be proposed as special resolutions: # ORDINARY RESOLUTIONS # 1 Report and accounts To receive the audited annual accounts of the Company for the year ended 31 December 2025, together with the Directors' Report and the Auditor's Report on those annual accounts. # 2 Re-election of director To re-elect David Roger Bramhill as a director of the Company # 3 Re-election of director To re-elect Joseph Bernard O'Farrell as a director of the Company # 4 Re-election of director To re-elect Graham Bull as a director of the Company # 5 Re-election of director To re-elect Dr. Donald Zac Philips as a director of the Company # 6 Re-election of director To re-elect John Alec Americanos as a director of the Company # 7 Appointment of director To appoint Craig Robert Howie as a director of the Company # 8 Re-appointment of auditor To re-appoint Crowe U.K. LLP as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which accounts are laid before the Company. # 9 Auditor's remuneration To authorise the directors to determine the remuneration of the auditor. # 10 Subdivision of existing share capital That: (a) each ordinary share of £0.05 in the issued share capital of the Company held at 6.00p.m. on 26 June 2026 ("Record Date") be sub-divided and redesignated into one ordinary share of £0.0005 each ("New Ordinary Share") and one deferred share of £0.0495 ("New Deferred Share"), with the New Ordinary Shares and the New Deferred Shares having the same rights and being subject to the same restrictions as the existing ordinary shares of £0.05 each and (save as to nominal value) the existing deferred shares of £0.00225 each respectively in the capital of the Company as set out in the Company's articles of association ("Articles"); and (b) every 22 existing deferred shares of £0.00225 each be consolidated into one New Deferred Share, having the same rights and being subject to the same restrictions (save as to nominal value) as the existing deferred shares of £0.00225 each as set out in the Articles, provided that the directors be authorised, in accordance with Article 12.1 of the Articles, to round down any fractional entitlements arising from such consolidation to the nearest whole number of deferred shares and that any resulting fractions of deferred shares shall be forfeited and no consideration shall be paid to the holders in respect of such shares. # 11 Directors' authority to allot shares That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company ("Relevant Securities"), up to an aggregate nominal amount of £3,664,147 (representing approximately 50% of the issued share capital of the Company (excluding treasury shares) at the date of this notice) provided that, unless previously revoked, varied or extended, this authority shall expire on the conclusion of the next AGM of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of such an offer or agreement as if this authority had not expired. # 12 Directors' authority to repurchase shares That the Company be and is hereby unconditionally and generally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 5 pence each ("Ordinary Shares") provided that: (a) the maximum number of Ordinary Shares authorised to be purchased is 14,656,589; (b) the minimum price which may be paid for any such Ordinary Share is 0.05 pence if resolution number 10 is passed or 5 pence if resolution number 10 is not passed; (c) the maximum price which may be paid for an Ordinary Share shall be the higher of: (i) \(105\%\) of the average of the middle market quotations for an Ordinary Share derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day on which the share is contracted to be purchased, and (ii) an amount equal to the higher of the price of: (A) the last independent trade of an Ordinary Share; and (B) the highest current independent bid for an Ordinary Share, as derived from the London Stock Exchange Trading System; and (d) this authority shall, unless previously renewed, revoked or varied, expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting, but the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed (wholly or partly) after its expiry. www.unionjackoil.com 81 --- ANNUAL GENERAL MEETING Notice of Annual General Meeting # SPECIAL RESOLUTIONS # 13 Directors' power to issue shares for cash That, conditional upon the passing of resolution numbered 11, the directors be and they are empowered pursuant to section 570(1) of the Act to allot equity securities (as defined in section 560(1) of the Act) of the Company, and/ or by way of a sale of treasury shares (in accordance with section 573 of the Act), wholly for cash pursuant to the authority of the directors under section 551 of the Act conferred by resolution numbered 11 as if section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to the allotment of equity securities up to an aggregate nominal value equal to £3,664,147 (representing approximately 50% of the issued share capital of the Company (excluding treasury shares) at the date of this notice) and, unless previously revoked, varied or extended, this power shall expire on the conclusion of the next AGM of the Company, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired. # 14 Buyback of deferred shares That, subject to and conditional upon the passing of Resolution 10, the Company be authorised for the purposes of section 694 of the Companies Act 2006 to make one or more off market purchases (as defined in section 693(2) of the Companies Act 2006) of its New Deferred Shares in accordance with terms of the Articles, such power to apply until 25 June 2031. By order of the Board M G Small Matthew Small Company Secretary Dated: 22 May 2026 Registered Office: 6 Charlotte Street, Bath BA1 2NE # EXPLANATORY NOTES RELATING TO RESOLUTIONS # Resolution 1 - Report and accounts All public companies are required by law to lay their annual accounts before a general meeting of the Company, together with the directors' reports and auditors' report on the accounts. At the AGM, the directors will present these documents to the shareholders for the financial year ended 31 December 2025. # Resolutions 2,3,4,5,6 and 7 - Re-election and appointment of directors The Company's Articles require any director who has not been appointed or re-appointed at either of the two previous Annual General Meetings of the Company to retire from office at the following AGM. As permitted by the Articles, however, the board of directors has determined that each of the other directors as at the date of this AGM notice shall also retire from office at the AGM in accordance with The QCA Corporate Governance Code. Each of the directors intends to stand for re-election by the shareholders. # Resolutions 8 and 9 - Auditors Resolution 8 concerns the re-appointment of Crowe U.K. LLP as auditors until the conclusion of the next general meeting at which accounts are laid, that is, the next Annual General Meeting. Resolution 9 authorises the directors to fix the auditor's remuneration. # Resolution 10 - Subdivision of share capital The price at which the Company's ordinary shares have traded on AIM over recent months has been below the nominal value of those shares, being 5p. The Company is prohibited by section 580 of the Act from issuing new ordinary shares at below nominal value. Accordingly this resolution will reduce the nominal value of the Company's ordinary shares from 5p to 0.05p, and will give the Company flexibility to complete equity or equity based financings at below 5p per ordinary share in the future. Under this resolution, each existing ordinary share of 5p nominal value will be subdivided and redesignated into one ordinary share of 0.05p nominal value and one deferred share of 4.95p nominal value, having (as with the Company's existing deferred shares) very limited rights, and every 22 existing deferred shares of 0.225p each will be consolidated into one new deferred share of 4.95p (with any fractional entitlements being rounded down and forfeited). Apart from having a different nominal value, each new ordinary share of 0.05p will carry the same rights as set out in the Articles that currently apply to the existing ordinary shares of 5p each. 82 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- Notice of Annual General Meeting Upon this resolution becoming effective, all uncertificated existing ordinary shares of 5p each held in shareholders' stock accounts in CREST will be amended as soon as possible after 8.00 a.m. on 29 June 2026 to confirm the new nominal value of 0.05p based on registered shareholdings as at 6pm on 26 June 2026. No new share certificates will be issued in respect of existing ordinary shares in certificated form in connection with this resolution and no action will, or needs to, be taken in respect of such existing ordinary shares. Like the Company's existing deferred shares, the new deferred shares will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates will be issued in respect of the new deferred shares, nor will they be admitted to trading on AIM or any other investment exchange. # Resolution 11 – Directors' authority to allot shares This resolution grants the directors authority to allot shares in the capital of the Company and other relevant securities up to an aggregate nominal value of £3,664,147, representing approximately 50% of the nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at the date of this AGM notice. Unless revoked, varied or extended, this authority will expire at the conclusion of the next AGM of the Company. # Resolution 12 – Directors' authority to repurchase shares This resolution authorises the board to make market purchases of up to 14,656,589 ordinary shares (representing approximately 10% of the Company's issued ordinary shares (excluding treasury shares) as at the date of this AGM notice). Shares so purchased may be cancelled or held as treasury shares. The authority will expire at the end of the next Annual General Meeting of the Company or 15 months from the passing of the resolution, whichever is the earlier. The minimum price that can be paid for an ordinary share is the nominal value of an ordinary share (being 0.05 pence if resolution number 10 is passed or 5 pence if resolution number 10 is not passed). The maximum price that can be paid is 5% over the average of the middle market prices for an ordinary share, derived from the Daily Official List of the London Stock Exchange, for the five business days immediately before the day on which the share is contracted to be purchased. # Resolution 13 – Directors' power to issue shares for cash This resolution authorises the directors to allot equity securities for cash other than in accordance with the statutory pre-emption rights (which require a company to offer all allotments for cash first to existing shareholders in proportion to their holdings). The authorisation is limited to a maximum nominal amount of £3,664,147, representing approximately 50% of the nominal value of the issued ordinary share capital of the Company (excluding treasury shares) as at the date of this AGM notice. Unless revoked, varied or extended, this authority will expire at the conclusion of the next AGM of the Company. The Company may hold any shares it buys back "in treasury" and then sell them at a later date for cash rather than simply cancelling them. Any such sales are required to be made on a pre-emptive, pro-rata basis to existing shareholders unless shareholders agree by special resolution to disapply such pre-emption rights. Accordingly, in addition to giving the directors power to allot unissued ordinary shares on a non pre-emptive basis, resolution 13 will also give directors power to sell ordinary shares held in treasury on a non pre-emptive basis, subject always to the limitations noted above. The directors consider that the power proposed to be granted by resolution 13 is necessary to retain financial flexibility. # Resolution 14 – Buyback of deferred shares Conditional on the passing of Resolution 10, this resolution grants authority to the directors to buyback and cancel the new deferred shares arising as a result of Resolution 10 in accordance with the Articles at a suitable time in the future. www.unionjackoff.com 83 --- ANNUAL GENERAL MEETING # Notice of Annual General Meeting # NOTES 1 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at 6.00 p.m. on 24 June 2026 (or if the AGM is adjourned, 48 hours before the time fixed for the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM. 2 A member who is entitled to attend, speak and vote at the AGM may appoint a proxy to attend, speak and vote instead of them. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A proxy need not be a member of the Company but must attend the AGM in order to represent you. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the AGM (although voting in person at the AGM will terminate the proxy appointment). A proxy form is enclosed. The notes to the proxy form include instructions on how to appoint the Chairman of the AGM or another person as a proxy. You can only appoint a proxy using the procedures set out in these notes and in the notes to the proxy form. 3 To be valid, a Proxy Form, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company's registrar, Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 11.00 a.m. on 24 June 2026. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on 0370 702 0000. 4 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment by using the procedures described in the CREST manual (euroclear.com/crest). CREST personal members or other CREST-sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by Computershare (ID: 3RA50) by 11.00 a.m. on 24 June 2026. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers, are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST proxy instruction as invalid in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001. 5 In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. 6 A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in notes 2,3 and 4) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's Articles of Association and the relevant provision of the Companies Act 2006. 7 Copies of the executive directors' service contracts with the Company and letters of appointment of the non-executive directors are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the AGM. 84 UNION JACK OIL PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 --- # UNION JACK OIL Union Jack Oil plc 6 Charlotte Street, Bath BA1 2NE, England Telephone: +44 (0) 1225 428139 Email: info@unionjackoil.com X: @unionjackoilplc Web: www.unionjackoil.com