3D Energi Grants 41.7 Million Options Exercisable at 18 Cents to Placement Investors

Background to the Offer

3D Energi Limited (ASX: TDO), an oil and gas exploration company, has issued a prospectus offering 41,681,847 free attaching unlisted options to participants of its October 2025 Placement. These options are granted on the basis of one option for every two shares issued under the Placement, exercisable at 18 cents each and expiring 12 months after issue. The offer is not underwritten and will not raise additional capital, serving primarily to remove trading restrictions on shares issued upon exercise of these options.

Context of Financial and Operational Challenges

The company remains suspended from trading on the ASX, a status linked to unresolved cash call defaults and operational uncertainties. Notably, 3D Energi has received two default notices totaling approximately US$7.7 million under its Joint Operating Agreement, which could lead to dilution or buy-out of its 20% participating interest by joint venture partners ConocoPhillips SH2 Pty Ltd and Korea National Oil Corporation. This situation casts a material uncertainty over the company’s ability to continue as a going concern.

Use of Funds and Exploration Plans

Funds raised from the October 2025 Placement, amounting to $9.4 million before costs, are earmarked to finance the drilling of the Essington-1 well within the VIC/P79 permit area, part of the company’s exploration campaign in the Otway Basin. This well represents a critical step in advancing 3D Energi’s resource development strategy. The company also completed a December 2025 Placement, with options to be offered separately.

Rights and Risks Associated with the Options

The Placement Options carry no voting rights and are not transferable without company consent. Shares issued upon exercise will rank equally with existing shares. Investors should note the speculative nature of these options, given the company’s current financial stress, ASX suspension, and the inherent risks of oil and gas exploration including regulatory, environmental, and market volatility risks detailed extensively in the prospectus.

Corporate Governance and Market Position

The board, led by Executive Chairman Noel Newell, includes experienced directors with backgrounds in geology, finance, and corporate governance. Despite the challenges, the company maintains a transparent disclosure regime and has complied with continuous disclosure obligations. However, the suspension and financial uncertainties pose significant hurdles to restoring investor confidence and market liquidity.