Geo-Fluids Targets Swift Turnaround As Shareholders Ratify N22.8bn Fresh Capital Raise, New Board

Geo-Fluids Targets Swift Turnaround As Shareholders Ratify N22.8bn Fresh Capital Raise, New Board

Geo-Fluids Plc is advancing its recovery from receivership with shareholders ratifying a fresh capital raise of up to N22.87 billion and the appointment of directors to a new eight-member board, led by the chairman and CEO Kabiyesi Jacob Esan.

The company, an indigenous mud engineering and drilling fluids service provider, is also transitioning into a broader hydrocarbon and energy investment platform with new activities that include hydrocarbon exploration and production, bitumen mining and related mineral extraction, gas-related activities and associated energy by-products, among others.

These approvals, passed at the company’s Annual General Meeting (AGM) in Abuja and via teleconference on Monday, December 29, 2025, support governance strengthening and business expansion, as outlined in Esan’s statement.

At the AGM, the shareholders reviewed the audited financial statements for the period from 2012 to 2024, authorised the directors to set auditor remuneration, disclosed manager compensation in accordance with the Companies and Allied Matters Act (CAMA) 2020, and elected the statutory audit committee.

They also authorised the directors to raise capital through private placements, public offers, rights issues, or other methods. “That the Directors be and are hereby authorised to raise additional capital of up to N22,871,166,244, by way of special placement, private placement, public offer, rights issue, extraordinary grant of shares or any other method as they deem fit either in Nigeria or internationally,” stated the resolution, subject to regulatory requirements.

The AGM also approved the change of the company name from Geo-Fluids Plc to The Geo-Fluids Group PLC.

The shareholders also approved the increase in Geo-Fluids Plc Share capital N2.13 billion to N25 billion via the creation of 45,742,332,488 new ordinary shares of 50 kobo each.
Chairman and CEO, Jacob Esan, highlighted the strategic context:

“In line with our commitment to transparency, we are presenting for your consideration the audited financial statements for the years 2012 to 2024… Today, however, we are clearing all outstanding obligations and fully restoring the Company to statutory and regulatory compliance.
This is a significant step in rebuilding credibility,” he said.

The shareholders also ratified the new board, comprising eight directors with expertise in technical services, finance, governance, legal matters, and strategy. “A major milestone in this effort was the constitution of a strengthened Board now comprising eight directors with diverse expertise spanning technical services, finance, governance, legal, and corporate strategy,” Esan stated at the AGM.

“Their commitment has been central to addressing historical gaps and driving the Company’s turnaround.”

He said the reconstituted board is made up of professionals with longstanding experiences in various fields.

The shareholders also approved that the CEO, Jacob Babadiya Oyebola Esan—also Chairman—will receive 45,742,332.488 new shares for resuscitation efforts from 2018 to 2024.

“That in consideration of the time, effort, skills and expertise expended by Jacob Babadiya Oyebola Esan (the ‘CEO’) on the resuscitation of the Company between 2018 and 2024, the Company be and is hereby authorised to issue 45,742,332.488 ordinary shares,” the AGM resolution noted.

Approval was also granted for Jacob Esan Plc to procure assets in mining, oil and gas, and energy for transfer after valuation.

The company is also planning to rebrand to “The Geo-Fluids Group Plc,” expanding into the business of bitumen production and processing in all its forms and to operate and participate in all segments of the oil and gas value chain.”

Esan attributed progress to deliberate efforts: “When I assumed leadership of this Company on 1st September 2018, Geo-Fluids Plc was going through a prolonged and challenging period of receivership. I am happy to report the receivership was successfully vacated in 2023.”

He added: “Having rebuilt the foundation for stability, our next phase is forward-looking and transformational,” the chairman said.

The receivership is behind us, the governance structure has been restored, and the Company is now repositioned to pursue new and complementary business opportunities with clarity and purpose.”

Speaking with journalists after the meeting, Hon. Bawa Bwari urged Nigerians to invest in the bitumen saying its deposits in Ondo, Delta were the best across the globe.

On his part, Suleiman Hassan said the new management was conscious of its corporate social responsibility and had put machinery in place to mitigate negative effects of exploration and exploitation in its areas of operations.

Also speaking, Muhammad-Bande assured that they are now on the right track and recognised that “effective corporate governance is essential to restoring confidence, strengthening institutional credibility and supporting its strategic transportation into hydrocarbon exploration”.

Speaking to the pedigree of the new board, Esan notes that the new board member composition brings the necessary experience across energy, finance, law, governance, and strategic investments.

A review of the board shows regional spread, diverse expertise, and relevant experience. It includes the following members:

HRH Jacob Esan

Kabiyesi Jacob Esan is a capital markets professional, investment banker, corporate turnaround specialist, and boardroom leader with over two decades of experience spanning multiple jurisdictions, including Nigeria and the United Kingdom. He currently serves as the Chairman and Chief Executive Officer (CEO) of Geo-Fluids Plc, where he was appointed to lead the Company through a complex turnaround following severe financial distress and receivership.

Abu Mohammed Sani

Dr. Abu Mohammed Sani is the President and CEO of PAK Engineering Corporation, Houston, USA, providing oil and gas engineering, project management, and professional training services. With over 30 years of global industry experience, he has held senior roles with Saudi Aramco. BHP Billiton, Marathon Oil. And Schlumberger. He holds engineering degrees from the Ahmadu Bello University (ABU) Zaria, Nigeria, KFUPM, the University of Oklahoma, and the University of Houston, Texas, USA.

Abubakar Bawa Bwari

Abubakar Bawa Bwari is an Ahamadu Bello University (ABU) Zaria, graduate of Geography with a master’s degree in urban and Regional Planning. He is a seasoned planner, entrepreneur, and politician. A three-term House of Representatives Member and long-serving Chief Whip. He later served as Minister of State for Mines and Steel. He holds national and international honours and is a Fellow of multiple professional bodies. His honours include the Officer of the Order of Leopold (Belgium). An Honourary Doctorate (USA), and the traditional title of Marafan Zazzau Suleja.

Prof Tijjani Bande,

Prof Tijjani Bande is a former Permanent Representative of Nigeria to the United Nations, and President of the 74th General Assembly of the United Nations

Tobechi Egboh

Tobechi C. Egboh is a seasoned legal and corporate governance expert with over 35 years of experience across banking, oil and gas, real estate, and international advisory services. He is the Managing Partner of The Crest Partnership. A Fellow of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), and a member of the Nigerian and Washington State Bars. He is known for strong governance, compliance, and strategic legal leadership.

Olumide Aju

Olumide Aju, is a Senior Advocate of Nigeria (SAN), he is dual-qualified as a lawyer admitted to both the Nigerian bar and that of England and Wales. He has over 29 years of trial and appellate experience across all superior courts. A Fellow of the Chartered Institute of Arbitrators (UK), he is a leading authority in commercial litigation and arbitration, as ranked by IFLR and Martindale-Hubbell.

Suleiman Hassan

Suleiman Hassan is a seasoned surveyor and public servant from Bauchi State. He holds an HND and Professional Diplomas in Land Surveying and other specialities like Environmental Impact Assessment (EIA). Suleiman has over four decades of experience in surveying, governance, and project management. He has served as Minister of State for Power, Works, and Housing. Minister of Environment, SURCON Registrar, and Principal Partner at Sulieman Hassan & Associates. He holds the traditional title, Waziri Jara of Gombe.

It is expected that this new board will provide Geo-Fluids with the sociopolitical and economic network, expertise, and governance support needed to drive the company’s subsequent evolution into one of Nigeria’s principal hydrocarbon businesses

Geofluids Plc, one of the players in the nation’s oil and gas industry is implementing a rebound strategy aimed at significantly turning around the fortunes of the organisation within the nearest future. The broad strategic policy covers board overhaul, deepening and expansion of business lines, and refreshed operational systems.

It will be recalled that Geofluids had a downturn in its operations leading to an erosion of value. According to the statement, the company found itself trapped in a commercial logjam. The shareholders abandoned a potential corporate revival and agreed to transfer the company to Esan on mutually agreed terms. And over the past several years, the business underwent several iterations until it emerged from its dire situation stable but with thin operating cash flow.

According to Esan, it took this long to fully reestablish Geofluids for very many good reasons. “First, there were a lot of issues we needed to resolve, and that was successfully. Secondly, we had to clearly redefine the strategic focus of the company; that was necessary to give us a direction. Thirdly, we needed to review operational systems and put it in place such structure that will complement the new driving force to achieve the overall goal that has been established. And finally, we needed to put in place a financing structure that will give the company the necessary live blood that will keep it engines running”.

The chairman/CEO gladly noted, “it was a tough and rigorous process, but we are happy we took those right steps and have successfully gone through all that to lay a new foundation for the company, and we now have a very stable company that is ready to advance its fortunes for the benefit of all stakeholders”.

He further explained that Geofluids is now ran by a new agile and versatile board with deep and broad experience in various sectors. “Our board shows regional spread, diverse expertise, and relevant experience. The new board brings needed experience across energy, finance, law, governance, and strategic investments. It includes the following members:

It is expected that this new board will provide Geo-Fluids with the sociopolitical and economic network, expertise, and governance support needed to drive the company’s subsequent evolution into one of Nigeria’s principal hydrocarbon businesses”.

It is of interest to note that these efforts have had very positive impact on the financials of the company, though marginally, but a clear indicator that the firm is on the path of recovery and growth.

The financials of Geofluids over the past 13 years shows a shift to a stable cashflow profile from a prior stream of operating losses. The positive change is underlined by some investment and financing activities that had significant impact on liquidity. Operating cash flows were volatile but gradually improved, moving from negative figures in the early years to steady positive inflows from 2018 onwards, and peaking at N35.51m in 2022 and remaining robust at N34.34m in 2024. This indicates better earnings quality and improved working capital management, as accounted for by the new operational structure of the organisation.

Though there have been spot cash inflows of N3.81bn inflow in 2013 and N1.13bn in 2024, the end of period cash levels remained modest, fluctuating between N1.34m and N7.96m, ending FY 2024 at N7.27m. This underscores tight liquidity and a tendency to reinvest rather than hoard cash.

In all Geo-Fluids’ cash flow pattern indicates a modest but emerging business, reliant on strategic financing cycles and asset monetisation to support growth, now entering a phase of stronger operational cash generation, consistent with its strategic repositioning.