Nighthawk Energy Regulatory News (HAWK)

31 May 2018

Nighthawk Energy plc ("Nighthawk" or "the Company")

Notice of General Meeting

Further to the announcement of 10 May 2018, Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces that a circular containing a notice convening the requisitioned general meeting (the "Circular") is today being despatched to Shareholders. The Circular will be available to view at www.nighthawkenergy.com.

The General Meeting is to be held on 28 June 2018, at the offices of Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG commencing at 3.00 p.m.

The current Board does not support the Resolutions.

Enquiries:

The following text is extracted from the Circular:

1. Introduction

On 10 May 2018 we announced that Chase Nominees Limited (acting in its capacity as Nominee for Nordea Bank, S.A.) served a notice on the Board under section 303 of the Companies Act 2006, requiring the Board to convene a general meeting to consider resolutions to appoint Johan Claesson and Johan Damne as directors of the Company, and to remove Richard (Rick) McCullough and Charles (Chuck) Wilson from office as directors of the Company.

The purpose of this document is to provide Shareholders with background information on the Chapter 11 process and the current Board's position on the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

2. Background to and reasons for the Board's position on the Resolutions

The current Board opposes the removal of Rick McCullough and Chuck Wilson as directors of the Company, and the election of Johan Claesson and Johan Damne as directors of the Company) in their place. Mr. Claesson, who was previously a director of the Company, resigned his role in November 2017 because his individual and beneficial position as a creditor and shareholder of the Company (and having expressed an interest in entering into a potential restructuring transaction with the Company) created a conflict of interest relative to other creditors and shareholders. That conflict remains today.

As the Company entered the zone of insolvency, the focus of the Board's fiduciary duty to the Company and its shareholders expanded under applicable law to include the creditors of the Company. The Board believes, after lengthy and intensive marketing of the assets of its operating subsidiary, Nighthawk Production, LLC, that the underlying market value of the enterprise is insufficient to cover the amount due to its first lien holder, Commonwealth Bank of Australia ("CBA"). Consequently, following a sale of those assets, there likely will be insufficient proceeds to pay junior creditors or to distribute anything to shareholders.

The Company was a victim of the documented decline in oil prices and the unsuccessful results of a waterflood project that failed to enhance production. This all resulted in breaches of several covenants contained in its loan agreement with CBA. Since 2014, CBA and the Company have entered into nine separate amendments to the loan agreement in which CBA agreed to temporarily waive such breaches and avert foreclosure of the Company's properties. Ultimately, this resulted in an agreement by the Company to retain an investment banker to investigate the restructuring of the Company and/or the sale of some or all of its assets on or before 31 May 2018. It should be noted that Mr. Claesson participated in the negotiation of that final amendment.

The Company's investment banker identified 160 potential counterparties of which 21 signed confidentiality agreements to engage in diligence. Of these parties, 7 submitted letters of intent to acquire the assets of its operating subsidiary (so called "stalking horse" bids). Other than existing stakeholders in the Company, no third party expressed an interest in a restructuring plan. As a result, the Company had no choice, but to move forward by filing a Chapter 11 bankruptcy petition under Title 11 of the United States Code in Wilmington, Delaware. The bankruptcy process will allow interested parties to make a proposal to restructure the Company or purchase its assets by overbidding the "stalking horse" selected by the Board as having offered the highest and best offer to date. We believe that this process is fair to all stakeholders.

Accordingly, the Board does not support the replacement of Messrs. McCullough and Wilson and election of Messrs. Claesson and Damne as directors. We believe that given the absence of a viable restructuring or recapitalization plan, the current course of action involving a sale of the operating assets under 11 USC 363(b) is in the best interests of the Company and all its stakeholders, and consistent with the fiduciary duties owed by directors of the Company in the zone of insolvency.

3. General Meeting

Set out at the end of this document is a notice convening the General Meeting to be held on 28 June 2018, at the offices of Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG commencing at 3.00 p.m.

The resolutions (the "Resolutions") are as follows:

Resolution 1 - to appoint Johan Claesson as a director of the Company (who, on appointment, shall be a non-executive director of the Company for the purposes of article 79 of the Company's articles of association) with effect from the date this resolution is passed.

Resolution 2 - to appoint Johan Damne as a director of the Company (who, on appointment, shall be a non-executive director of the Company for the purposes of article 79 of the Company's articles of association) with effect from the date this resolution is passed.

Resolution 3 - that Richard (Rick) McCullough be removed from office as a director of the Company with effect from the date this resolution is passed.

Resolution 4 - that Charles (Chuck) Wilson be removed from office as a director of the Company with effect from the date this resolution is passed.

4. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting.

Whether or not Shareholders propose to attend the General Meeting in person, it is important that Shareholders complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrars, Link Asset Services, at PXS 1 34 Beckenham Road, Beckenham, Kent, BR3 4ZF as soon as possible and, in any event, so as to be received not later than 3.00 p.m. on 26 June 2018.

The completion and return of a Form of Proxy will enable you to vote at the General Meeting without having to be present in person but will not preclude you from attending the General Meeting and voting in person if you so wish. If a Shareholder has appointed a proxy and attends the General Meeting in person, his proxy appointment will automatically be terminated and his votes in person will stand in its place.

If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Asset Services so that it is received no later than 3.00 p.m. on 26 June 2018.

5. Board position

The Board does not support the removal of Messrs. McCullough and Wilson and election of Messrs. Claesson and Damne as directors of the Company.

Yours faithfully,

Richard McCullough

Executive Chairman

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

All references to times in this announcement are references to London time.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.