HUR.L Regulatory News (HUR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

16 March 2023

RECOMMENDED ACQUISITIONofHurricane Energy plc ("Hurricane")byPrax Exploration & Production PLC ("Prax")to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Summary and Highlights

The boards of Prax and Hurricane are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of Hurricane by Prax (the "Acquisition"). The Acquisition is intended to be implemented by Prax by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 between Hurricane and Hurricane Shareholders (the "Scheme"). The announcement of the Acquisition concludes the Formal Sale Process.

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, each Hurricane Shareholder will be entitled to receive 4.15 pence for each Hurricane Share, comprising:

· the Transaction Dividend of 3.32 pence per share in cash (£66.1 million); and

· the Cash Consideration of 0.83 pence per share in cash (£16.5 million); (together, the "Firm Proceeds").

In addition, each Hurricane Shareholder will be entitled to receive:

· the Supplementary Dividend of up to 1.87 pence per share in cash (£37.2 million) (the "Supplementary Dividend Amount"); and

· a Deferred Consideration Unit, which may deliver up to 6.48 pence per share in cash (£129.1 million), plus such amount of the Supplementary Dividend Amount which is not declared as a dividend prior to the Scheme Effective Date.

The Acquisition, assuming full value is delivered by the Deferred Consideration Units, will deliver Hurricane Shareholders 12.50 pence per Hurricane Share and values the entire issued ordinary share capital of Hurricane at approximately £249.0 million.

· The Acquisition, assuming full value is delivered by the Deferred Consideration Units, represents a premium of approximately 84 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the Formal Sale Process (the "FSP").

· In the event that only the Firm Proceeds are received by Hurricane Shareholders, the Acquisition values the entire issued ordinary share capital of Hurricane at approximately £82.7 million, a discount of approximately 39 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the FSP.

Summary of the Terms of the Acquisition

· The board of Hurricane has declared a Special Dividend, the Transaction Dividend, of 3.32 pence per share (£66.1 million), conditional on (i) shareholder approval by way of ordinary resolution, the passing of such resolution being conditional on the passing of the Resolutions; and (ii) the Scheme becoming Effective. The Transaction Dividend will be paid to Hurricane Shareholders within 14 days of the Scheme becoming Effective.

· The board of Hurricane will declare a further Special Dividend, the Supplementary Dividend, of up to 1.87 pence per share (£37.2 million), before the Scheme Effective Date, and conditional on the Scheme becoming Effective. For the Directors to be able to declare the Supplementary Dividend in full, Hurricane will need to have sufficient cash resources, in particular it will need to have received the proceeds, as planned, from the oil lifting from the Lancaster Field scheduled for late April 2023 (the "April Lifting Payment"). In the event that the April Lifting Payment has not occurred by the Scheme Effective Date or Hurricane does not otherwise have sufficient cash resources to declare and pay the Supplementary Dividend in full, the Directors intend to declare and pay as much of the Supplementary Dividend as is permissible by law, having regard to their duties as Directors of Hurricane. In such circumstances, the balance, subject to receipt of cumulative proceeds from the sale of no less than 450,000 bbls of oil from the Lancaster Field, will be added to the Deferred Consideration Units, as described below.

· If the Supplementary Dividend is declared and paid in full, Hurricane Shareholders will receive dividends totalling 5.19 pence per share (£103.4 million), payable within 14 days of the Scheme becoming Effective.

· The Cash Consideration of 0.83 pence per share (£16.5 million) will be paid, conditional on the Scheme becoming Effective, within 14 days of the Scheme becoming Effective. Prax will not be entitled to reduce the Cash Consideration or Deferred Consideration Units payable pursuant to the terms of the Acquisition or otherwise adjust the terms of the Acquisition as a result of the declaration or payment of the Transaction Dividend or the Supplementary Dividend. The Cash Consideration payable under the Acquisition is being wholly funded from the existing cash resources of Prax.

· Each Hurricane Shareholder will receive one Deferred Consideration Unit for each Hurricane Share. As noted above, any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend shall be paid as a Deferred Consideration Unit pursuant to the terms of the DCU Deed Poll subject to cumulative proceeds from the sale of not less than 450,000 bbls of oil from the Lancaster Field (of which c.200,000 bbls has already been produced). The Deferred Consideration Units shall also, in aggregate, confer an entitlement to receive 17.5 per cent. of all future Net Revenues earned by the Hurricane Group, including from both the Lancaster Field and from any acquisition made by Hurricane, from 1 March 2023 until 31 December 2026, capped at a total of 6.48 pence per Deferred Consideration Unit (£129.1 million in aggregate). The Deferred Consideration Unit payments will be paid biannually in arrears other than the Deferred Consideration Cash Amount which is payable within 5 Business Days of the Trigger Event. The Deferred Consideration Units are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders by way of the Deferred Consideration Units. The minimum payment under the Deferred Consideration Units could be zero. Further details in respect of the Deferred Consideration Units will be contained in the Scheme Document.

Background to and Reasons for the Acquisition

· Following receipt of an unsolicited offer in mid-2022 and after a period of engagement with the offeror, Hurricane received a follow-up offer from that offeror which the Hurricane Board concluded should not be recommended to Hurricane Shareholders. Thereafter, on 2 November 2022, Hurricane announced the initiation of a Formal Sale Process as referred to in Note 2 on Rule 2.6 of the Code, in order to establish whether there was a bidder prepared to offer a value that the Hurricane Board considered to be attractive, relative to the standalone prospects of Hurricane as a publicly traded company and accordingly one that should be recommended to all Hurricane Shareholders.

· The Acquisition is the conclusion to a comprehensive FSP. The FSP was marketed to a wide audience of potential acquirors with an interest in acquiring assets on the UK Continental Shelf. Interest in the FSP was significantly diminished by the introduction of the Energy Profits Levy, and subsequent amendments, by the UK government. Twelve companies engaged in the FSP in a meaningful manner, with five providing actionable offers in compliance with the requirements of the FSP. After this thorough process, the Hurricane Board has resolved to recommend the Acquisition to Hurricane Shareholders.

· Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group ("Prax" or the "Prax Group"), a leading, British headquartered, international integrated and diversified midstream and downstream energy group. Prax is committed to building a sizeable upstream business in the North Sea, complementing its midstream and downstream activities to create an integrated business, and it is focused on rapidly developing its oil and gas portfolio via acquisitions. The acquisition of Hurricane is the first strategic step, providing a platform from which its upstream division will grow.

Hurricane Recommendation

The Acquisition offers Hurricane Shareholders:

· More Cash: In aggregate, the Special Dividends and Cash Consideration, together with (a) any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend; and (b) the 17.5% share of future Net Revenues directly from the Lancaster Field (before the inclusion of any incremental Net Revenue from future acquisitions) being paid as Deferred Consideration Units pursuant to the terms of the DCU Deed Poll, is expected to deliver a cash amount to shareholders that is greater than the sums that the Directors expect to be able to return to shareholders in an orderly wind down of the business;

· Faster Returns: With the accelerated up-front cash return and without the requirement to wait for a wind-down of Hurricane following cessation of production, Hurricane Shareholders will see their cash returns delivered significantly faster by the Acquisition;

· Mitigated Downside: The Acquisition mitigates against the meaningful risk of an unplanned cessation of production by delivering accelerated returns and removing Hurricane Shareholders' direct exposure to the costs of decommissioning the Lancaster field and winding down Hurricane; and

· Enhanced Upside: There is a significant potential for upside to be delivered to Hurricane Shareholders, beyond that which could be realised as a standalone company, should Prax leverage Hurricane's accumulated tax losses to make production acquisitions in pursuit of its upstream growth strategy in the near to medium term. In this case, Hurricane Shareholders will receive 12.50 pence per share, assuming payment of the Supplementary Dividend Amount in full (by way of the Supplementary Dividend and/or Deferred Consideration Unit) and full value is delivered by the Deferred Consideration Units (including any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend).

· Accordingly, the Board expects the Acquisition to result in Hurricane Shareholders being better off than in a planned wind down of Hurricane and significantly better off than they would be in the event of an unplanned cessation of production, with significant further upside in the event that the Deferred Consideration Units deliver on their full potential through acquisitions.

· The Hurricane Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Hurricane Directors, Stifel has taken into account the commercial assessments of the Hurricane Directors. Stifel is providing independent financial advice to the Hurricane Directors for the purposes of Rule 3 of the Code.

· Accordingly, the Hurricane Directors intend to unanimously recommend that Hurricane Shareholders vote in favour of (i) the Scheme at the Court Meeting; and (ii) the Resolutions at the General Meeting, in each case as the Hurricane Directors who are interested in Hurricane Shares have irrevocably undertaken to do in respect of those Hurricane Shares which they are able to control the exercise of voting rights, amounting in aggregate to 498,092 Hurricane Shares and representing approximately 0.03 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on 15 March 2023 (the "Latest Practicable Date").

Irrevocable Undertakings

· In addition to the irrevocable undertakings from the Hurricane Directors, Prax has also received irrevocable undertakings from Crystal Amber Fund Limited ("Crystal Amber") and Kerogen Investments No.18 Limited ("Kerogen") to vote, or procure a vote, to approve the Scheme at the Court Meeting and vote, or procure a vote, in favour of the Resolutions at the General Meeting in respect of a total of 894,181,210 Hurricane Shares, representing approximately 44.89 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on the Latest Practicable Date. The obligations of each of Crystal Amber and Kerogen under their respective undertakings shall remain binding in the event of a higher offer, or any other bid or offer for Hurricane.

· Therefore, as at the date of this announcement, Prax has received irrevocable undertakings to vote, or procure a vote, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions at the General Meeting with respect to a total of 894,679,302 Hurricane Shares, representing approximately 44.92 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on the Latest Practicable Date. Further details of the irrevocable undertakings are set out in Appendix III to this announcement.

Information on Prax

· Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group.

· The Prax Group is a leading, British headquartered, international integrated and diversified midstream and downstream energy group with 1,274 employees in 12 offices across seven countries. Prax's activities include refining, marketing, and distribution of commercial fuels, via its network of storage terminals and pipeline infrastructure, petrol retail forecourts, road tankers, and its marine bunkering vessel fleet.

· Prax has a world-class asset base, with 113 kbpd of refining capacity and 1,917 kcbm of storage capacity. For its financial year ended 28 February 2022, Prax generated revenues of US$10 billion and adjusted EBITDA of US$126.7 million. Prax has a strong balance sheet, providing a solid platform to execute its strategic growth plans.

· Prax has a strong and experienced management team and Board with an excellent track record of delivering growth through M&A. Recent activity includes the acquisition of the Lindsey Oil refinery, a major strategic refining complex in the UK, from TotalEnergies in 2021; the acquisition of the Jarrow terminal from Shell in 2016 and the Zeebrugge terminal from TotalEnergies in 2020; and the acquisition of Harvest Energy in 2015, now one of the largest bio-fuels blenders in North West Europe.

· Prax has hired a highly experienced and motivated management team to grow its upstream business, led by Alessandro Agostini, Oliver Dunn and Iain McKendrick. The upstream management team has decades of North Sea and international experience in large corporates, listed E&P players and private equity firms, covering all aspects of oil and gas. In particular the team has a considerable track record in executing upstream acquisitions.

Information on Hurricane

· Hurricane is an oil & gas exploration and production company, focussed on fractured basement reservoirs offshore West of Shetlands on the UK Continental Shelf. Hurricane has a 100 per cent. operated interest in the Lancaster Field. As at 31 December 2022 the Lancaster Field's proved and probable reserves were certified by ERCE Equipoise Limited ("ERCE") to be 6.6 mmbbls. Hurricane produced 3.1 mmbbls from the Lancaster field in 2022 and is currently producing 7,710 bbls/d from a single well, with a water cut of 52 per cent., into the leased Aoka Mizu FPSO. Production of 2P Reserves is projected by Hurricane to continue until August 2025 at an assumed US$80/bbl oil price, at which point the Lancaster field will be abandoned. As at 28 February 2023, Hurricane had Net Free Cash of US$140.1 million, as well as US$60.7 million of cash and liquid investments within restricted funds, relating to decommissioning security arrangements and amounts set aside to cover potential early termination fees on the FPSO lease. Hurricane has 28 employees and offices in Surrey and Aberdeen.

Timetable and Conditions

· It is intended that the Acquisition will be effected by way of a Scheme, however Prax reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Panel's consent.

· The Acquisition will be put to Hurricane Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution, to deal with certain matters ancillary to the Scheme, must be passed by Hurricane Shareholders representing at least 75 per cent. of the votes cast at the General Meeting and an ordinary resolution approving the Transaction Dividend, must be passed by Hurricane Shareholders representing a simple majority of the votes cast at the General Meeting.

· Subject to, among other things, the satisfaction or, where permitted, the waiver of the Conditions, including the NSIA Condition and the NSTA Condition, set out in Appendix I to this announcement, the Scheme is currently expected to become Effective before the end of Q2 2023.

· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this announcement.

Philip Wolfe, Chairman of Hurricane, commented:

"I am pleased by the outcome of what has been a thorough and exhaustive formal sale process. The Hurricane Board believes that the Acquisition will deliver more cash than Hurricane Shareholders are likely to have received from Hurricane's Lancaster oil field, on a much expedited timeframe, as well as mitigating the risks associated with production from a single well development. In addition, the Deferred Consideration Units offer the opportunity to share in future production out-performance or higher oil prices, as well as revenue from future acquisitions by Hurricane. Accordingly, the Board of Hurricane is pleased to recommend the Acquisition to Shareholders."

Commenting on the Acquisition, Sanjeev Kumar Soosaipillai, Chairman and CEO of the Prax Group, said:

"The Prax Group is a leading British headquartered, international, integrated and diversified midstream and downstream energy group with revenues of c. US$10 billion, and 1,274 employees across seven countries. We have a strong balance sheet, which provides a solid platform to execute our strategic growth plans, the next leg of which is to build a scaled upstream business. We see great strategic value in being a fully integrated energy company and have invested in experienced upstream and M&A management teams to drive this. The acquisition of Hurricane will provide a strong foundation for further upstream investments. We look forward to the Hurricane team joining the Prax family."

Commenting on the Acquisition, Alessandro Agostini, Head Of Exploration & Production of the Prax Group, said:

"We are committed to building a scaled upstream division and have the financial, strategic and management capacity to complete further upstream M&A at pace. Hurricane is the first step and the platform from which our upstream division will be built, as, together with our M&A colleagues we review the potential acquisition of further, complementary UK continental shelf upstream assets. We look forward to welcoming the Hurricane team as we build a scaled upstream division within the Prax group."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and its appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this announcement contains the sources and bases of calculation of certain information contained in this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition. Appendix IV contains definitions of certain expressions used in the summary and in this announcement. Appendix V contains ERCE's valuation of Hurricane's oil and gas assets in accordance with Rule 29 of the Code.

Analyst and investor presentation

A company presentation will be available on Hurricane's website shortly.

Pinsent Masons LLP is providing legal advice to Prax and the Prax Group. Dentons UK & Middle East LLP is providing legal advice to Hurricane. Ashurst LLP is providing legal advice to Stifel and Addleshaw Goddard LLP is providing legal advice to Gneiss.

Enquiries:

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further Information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in this announcement should be relied on for any other purpose.

Hurricane and Prax urge Hurricane Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Prax or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Hurricane Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Hurricane Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction.

To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Forward Looking Statements

This announcement contains statements about Prax and Hurricane that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Prax's or Hurricane's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Prax's or Hurricane's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Prax or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Prax and Hurricane disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Hurricane for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Hurricane.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at hurricaneenergy.com and Prax's microsite at prax.com by no later than 12:00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

In accordance with Rule 20 of the AIM Rules for Companies, a copy of this announcement will shortly be sent to Shareholders who have requested hard copy communications. In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, Telephone: 0370 707 1733 . You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Right to switch to a Takeover Offer

Prax reserves the right to elect, with the consent of the Panel to implement the Acquisition by way of Takeover Offer for the entire issued and to be issued ordinary share capital of Hurricane as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Hurricane confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 1,991,871,556 ordinary shares of 0.1 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B580MF54.

Important Information

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

Standard

ERCE's work has been prepared in accordance with the June 2018 Petroleum SPE/WPC/AAPG/SPEE/SEG/SPWLA/EAGE Resources Management System ("PRMS") as the standard for classification and reporting.

Competent Person's Review

The technical information in this release has been reviewed by Antony Maris, Chief Executive Officer, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Mr Maris is a petroleum engineer with more than 35 years' experience in the oil and gas industry. He has a B.Sc.(Eng.) Petroleum Engineering (Hons) from the Imperial College of Science and Technology (University of London) Royal School of Mines A.R.S.M. and an MBA from Kingston Business School.

ERCE has given its consent to the reference to the Valuation in this announcement. ERCE confirms it has reviewed this announcement and confirms that the estimates of Reserves have been correctly extracted from the Valuation. The Valuation has been signed by Dr Adam Law who has over 30 years of relevant experience in the oil industry.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

16 March 2023

RECOMMENDED ACQUISITIONofHurricane Energy ("Hurricane")byPrax Exploration & Production PLC ("Prax")to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

1 Introduction

The boards of Prax and Hurricane are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of Hurricane by Prax (the "Acquisition"). The Acquisition is intended to be implemented by Prax by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 between Hurricane and Hurricane Shareholders (the "Scheme"). The announcement of the Acquisition concludes the Formal Sale Process.

2 The Acquisition

2.1 Summary of the Terms of the Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, each Hurricane Shareholder will be entitled to receive 4.15 pence for each Hurricane Share, comprising:

· the Transaction Dividend of 3.32 pence per share in cash (£66.1 million); and

· the Cash Consideration of 0.83 pence per share in cash (£16.5 million); (together, the "Firm Proceeds").

In addition, each Hurricane Shareholder will be entitled to receive:

· the Supplementary Dividend of up to 1.87 pence per share in cash (£37.2 million) (the "Supplementary Dividend Amount"); and

· a Deferred Consideration Unit, which may deliver up to 6.48 pence per share in cash (£129.1 million), plus such amount of the Supplementary Dividend Amount which is not declared as a dividend prior to the Scheme Effective Date.

The Acquisition, assuming full value is delivered by the Deferred Consideration Units, will deliver Hurricane Shareholders 12.50 pence per share and values the entire issued ordinary share capital of Hurricane at approximately £249.0 million.

The Acquisition, assuming full value is delivered by the Deferred Consideration Units, represents a premium of approximately 84 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the Formal Sale Process (the "FSP").

In the event that only the Firm Proceeds are received by Hurricane Shareholders, the Acquisition values the entire issued ordinary share capital of Hurricane at approximately £82.7 million, a discount of approximately 39 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the FSP.

The board of Hurricane has declared a Special Dividend, the Transaction Dividend, of 3.32 pence per share (£66.1 million), conditional on (i) shareholder approval by way of ordinary resolution, the passing of such resolution is conditional on the passing of the special resolution necessary to implement the Scheme at the General Meeting convened immediately after the Court Meeting; and (ii) the Scheme becoming Effective. The Transaction Dividend will be paid to Hurricane Shareholders within 14 days of the Scheme becoming Effective.

The board of Hurricane will declare a further Special Dividend, the Supplementary Dividend, of up to 1.87 pence per share (£37.2 million), at any point before the Scheme Effective Date, and conditional on the Scheme becoming Effective. For the Directors to be able to declare the Supplementary Dividend in full, Hurricane will need to have sufficient cash resources and profits available for distribution, in particular it will need to have received the proceeds, as planned, from the oil lifting from the Lancaster Field scheduled for late April 2023 (the "April Lifting Payment"). In the event that the April Lifting Payment has not occurred by the Scheme Effective Date or Hurricane does not otherwise have sufficient cash resources or profits available for distribution to declare and pay the Supplementary Dividend in full, the Directors intend to declare as much of the Supplementary Dividend as is permissible by law and in accordance with their fiduciary duties, having regard to their duties as Directors of Hurricane. The balance, subject to receipt of cumulative proceeds from the sale of no less than 450,000 bbls of oil from the Lancaster Field (of which c.200,000 bbls has already been produced), will be added to the Deferred Consideration Units, as described below.

If the Special Dividends are declared and paid in full, Shareholders will receive dividends totalling 5.19 pence per share (£103.4 million) pursuant to the Special Dividends, payable within 14 days of the Scheme becoming Effective.

The Cash Consideration of 0.83 pence per share (£16.5 million) will be paid, conditional on the Scheme becoming Effective, within 14 days of the Scheme becoming Effective. Prax will not be entitled to reduce the Cash Consideration or Deferred Consideration Units payable pursuant to the terms of the Acquisition or otherwise adjust its terms as a result of the declaration or payment of the Transaction Dividend or the Supplementary Dividend. The Cash Consideration payable under the Acquisition is being wholly funded from the existing cash resources of Prax. 

Each Hurricane Shareholder will receive one Deferred Consideration Unit for each Hurricane Share. As noted above, any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend shall be paid pursuant to the terms of the DCU Deed Poll subject to cumulative proceeds from the sale of not less than 450,000 bbls of oil from the Lancaster Field. The Deferred Consideration Units shall also, in aggregate, confer an entitlement to receive 17.5 per cent. of all future Net Revenues earned by the Hurricane Group, including from both the Lancaster Field and any acquisition made by Hurricane, from 1 March 2023 until 31 December 2026, capped at a total of 6.48 pence per Deferred Consideration Unit (£129.1 million in aggregate). The Deferred Consideration Unit payments will be paid biannually in arrears, other than the Deferred Consideration Cash Amount which is payable within 5 Business Days of the Trigger Event. The Deferred Consideration Units are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders by way of the Deferred Consideration Units. The minimum payment under the Deferred Consideration Units could be zero. Further details in respect of the Deferred Consideration Units will be contained in the Scheme Document.

3 Background to and Reasons for the Acquisition

Following receipt of an unsolicited offer and after a period of engagement with the offeror, Hurricane received an offer from that offeror which the Hurricane Board concluded should not be recommended to Hurricane Shareholders. Thereafter, on 2 November 2022, Hurricane announced the initiation of a Formal Sale Process as referred to in Note 2 on Rule 2.6 of the Code, in order to establish whether there was a bidder prepared to offer a value that the Hurricane Board considered to be attractive, relative to the standalone prospects of Hurricane as a publicly traded company and accordingly one that should be recommended to all Hurricane Shareholders. After a thorough process, the Hurricane Board has resolved to recommend the Acquisition to Hurricane Shareholders.

The Acquisition is the conclusion to a comprehensive FSP. The FSP was marketed to a wide audience of potential acquirors with an interest in acquiring assets on the UK Continental Shelf. Interest in the FSP was significantly diminished by the introduction of the Energy Profits Levy, and subsequent amendments, by the UK government. Twelve companies engaged in the FSP in a meaningful manner, with five providing actionable offers in compliance with the requirements of the FSP. After this thorough process, the Hurricane Board has resolved to recommend the Acquisition to Hurricane Shareholders.

Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group ("Prax" or the "Prax Group"), a leading, British headquartered, international integrated and diversified midstream and downstream energy group. Prax is committed to building a sizeable upstream business in the North Sea, complementing its midstream and downstream activities to create an integrated business, and it is focused on rapidly developing its oil and gas portfolio via acquisitions. The acquisition of Hurricane is the first strategic step, providing a platform from which its upstream division will grow.

4 Recommendation

The Hurricane Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Hurricane Directors, Stifel has taken into account the commercial assessments of the Hurricane Directors. Stifel is providing independent financial advice to the Hurricane Directors for the purposes of Rule 3 of the Code.

Accordingly, the Hurricane Directors unanimously intend to recommend that Hurricane Shareholders vote in favour of (i) the Scheme at the Court Meeting; and (ii) the Resolutions at the General Meeting, in each case as the Hurricane Directors who are interested in Hurricane Shares have irrevocably undertaken to do in respect of those Hurricane Shares in respect of which they are able to control the exercise of voting rights, amounting in aggregate to 498,092 Hurricane Shares and representing approximately 0.03 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on 15 March 2023 (the "Latest Practicable Date").

5 Background to and Reasons for the Recommendation

5.1 Introduction

The Acquisition offers Hurricane Shareholders:

· More Cash: In aggregate, the Special Dividends and Cash Consideration, together with (a) any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend; and (b) the 17.5% share of future Net Revenues directly from the Lancaster Field (before the inclusion of any incremental Net Revenues from future acquisitions by the Hurricane Group) being paid as Deferred Consideration Units pursuant to the terms of the DCU Deed Poll, is expected to deliver a cash amount to shareholders that is greater than the sums that the Directors expect to be able to return to shareholders in an orderly wind down of the business;

· Faster Returns: With the accelerated up-front cash return and without the requirement to wait for a wind-down of Hurricane following cessation of production, Hurricane Shareholders will see their cash returns delivered significantly faster by the Acquisition;

· Mitigated Downside: The Acquisition mitigates against the meaningful risk of an unplanned cessation of production by delivering accelerated returns and removing Hurricane Shareholders' direct exposure to the costs of decommissioning the Lancaster field and winding down Hurricane; and

· Enhanced Upside: There is a significant potential for upside to be delivered to Hurricane Shareholders, beyond that which could be realised as a standalone company, should Prax leverage Hurricane's accumulated tax losses to make production acquisitions in pursuit of its upstream growth strategy in the near to medium term. In this case, Hurricane Shareholders will receive 12.50 pence per Hurricane Share, assuming payment of the Supplementary Dividend Amount in full (by way of the Supplementary Dividend and/or Deferred Consideration Unit) and full value is delivered by the Deferred Consideration Units (including any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend).

5.2 Background

During 2022, Hurricane was focused on delivering growth from its existing Lancaster Field.

On 30 September 2022, Hurricane announced that it had not been able to obtain the necessary support of the North Sea Transition Authority to give it sufficient confidence to sanction further economic development of its Lancaster asset. Consequently, the strategic options available to the Hurricane Board were;

a. to grow the business through acquisition, using the Group's cash reserves and accrued tax losses to support the acquisition of tax-advantaged oil & gas production; or

b. to wind the business down and distribute cash to shareholders; or

c. to sell the business.

5.3 Formal Sale Process

Crystal Amber, which holds 28.9 per cent. of Hurricane's shares and is Hurricane's largest shareholder, indicated to the Board its desire to monetise the value of its shareholding and its unwillingness to support growth through acquisition. On 21 October 2022, Hurricane received an unsolicited offer to acquire the entire issued share capital of Hurricane at 7.70 pence per share which the Board concluded, following consultation with its largest shareholders, should not be recommended to Hurricane Shareholders. Accordingly, Hurricane launched an FSP as referred to in Note 2 on Rule 2.6 of the Code, in order to establish whether there was a bidder prepared to offer a value that the Board considered attractive, relative to the standalone prospects of Hurricane as a publicly traded company.

The FSP was marketed to a wide audience of potential acquirors with an interest in acquiring assets on the UK Continental Shelf. Interest in the FSP was significantly diminished by the introduction of the Energy Profits Levy, and subsequent amendments, by the UK government. Twelve companies engaged in the FSP in a meaningful manner, with five providing actionable offers in compliance with the requirements of the FSP.

5.4 Key Risks to the Existing Business

A key area of bidders' due diligence was the perceived fragility of Hurricane's continued oil production. Whilst Hurricane's uptime has been excellent, all of Hurricane's production is through a single well and riser, and is accordingly subject to the risks associated with multiple single points of failure, most notably the upper electronic submersible pump ("ESP"), which has been in operation for two years, following an unidentified fault with the lower ESP. In the event of a significant failure to the upper ESP, it is possible that there may not be an economic repair solution and consequently production from Lancaster might cease permanently. In the event that an unplanned cessation of production was to occur, in addition to decommissioning costs held as restricted cash, Hurricane would be required to pay six months of the FPSO bareboat charter costs as well as ongoing operational and corporate costs, which Hurricane estimates could be as much as US$60 million. ERCE sets out a number of sensitivities to illustrate the impact of an unplanned cessation of operations in the Valuation. Accordingly, most potential offerors for Hurricane have considered a contingent structure to mitigate the potential risk resulting from an unplanned cessation of production at the Lancaster Field, or have proposed an acquisition value that is below the prevailing market price of Hurricane's shares. In addition, Hurricane has received a number of proposals for reverse takeovers or other M&A transactions that in the opinion of the Hurricane Board were either not deliverable, or were less attractive than the Acquisition.

5.5 Key Benefits of the Acquisition

Prax has proposed an offer structure which allows Hurricane to dividend substantially all of its Net Free Cash (up to £103.4 million) to Hurricane Shareholders, significantly in excess of the £66.1 million it would be able to dividend if it had to retain sufficient liquidity to manage an unplanned cessation of operations on a standalone basis. The offer structure also includes Cash Consideration of £16.5 million.

In addition, the Deferred Consideration Units offer Hurricane Shareholders the opportunity to participate meaningfully in the utilisation of Hurricane's tax losses, which represent Hurricane's only asset other than its cash and the Lancaster field. Under the proposed structure, Prax is providing Hurricane Shareholders with access to the potential value of the tax losses without risking Hurricane's cash position. This allows Hurricane Shareholders to both receive cash today, as well as benefit from future upside through additional acquisitions up to a total value of 12.50 pence per share. In the absence of the Acquisition, if Hurricane were to return cash to Hurricane Shareholders, it would likely not have sufficient cash to make meaningful acquisitions of producing assets.

Prax has consulted with its two largest shareholders throughout the FSP and the Acquisition has the support of both largest shareholders, who have given irrevocable undertakings to vote in favour of the Acquisition, as set out in paragraph 7 below.

5.6 Comparison of Potential Returns to Hurricane Shareholders

As part of the FSP, Hurricane commissioned a new competent person's report with an effective date of 31 December 2022, in which ERCE certified a reserve upgrade and extended the economic limit of the field. ERCE has produced an updated letter for the purposes of Rule 29 of the Takeover Code updating the Valuation with an effective date of 1 March 2023. A summary of the upgraded Reserves and a valuation of the asset is set out in paragraph 6 below and the updated letter is attached as Appendix V. The comparison of potential returns below is based on the updated ERCE CPR 2P production profiles, after adding the effect of corporate costs.

The Board estimates that Hurricane will be able to deliver the following returns to Hurricane Shareholders from Lancaster production alone, at an assumed US$80/bbl oil price and incorporating an August 2025 cessation of production ("COP") using the updated ERCE CPR 2P production profiles and after adding the effect of corporate costs. The expected distributions are laid out below on an annual basis in pence per share and do not include returns that may be generated from asset outperformance or future acquisitions.

Illustrative Lancaster returns to Hurricane Shareholders as a standalone independent business compared to the outcome pursuant to the Acquisition under the same production assumptions are presented below:

Holders of Deferred Consideration Units will benefit from 17.5% of all other Net Revenues, including from any acquisitions made by the Hurricane Group, from 1 March 2023 until 31 December 2026 meaning the Acquisition, assuming full value is delivered by the Deferred Consideration Units and the declaration and payment of the Supplementary Dividend in full will deliver Hurricane Shareholders 12.50 pence per share.

In an orderly wind down of the business, Hurricane expects to pay for the ongoing costs of the business and the decommissioning of the wells and facilities, and return all of Hurricane's remaining cash and cash from operations to Hurricane Shareholders, with the last payment expected to be in 2026. In aggregate, the Special Dividends and Cash Consideration under the Acquisition total 6.02 pence per share, which, together with the 17.5% share of future Net Revenues directly from the Lancaster field, is greater than the sums that the Directors expect to be able to return to shareholders in an orderly wind down of the business, assuming that the oil price is US$80/bbl from now until COP.

The expected cash return to Hurricane Shareholders is expected to be thus significantly quicker and, based on current oil prices, materially higher, before taking into account the potential risk from an unplanned cessation of production or a reduction in the oil price.

5.7 Hurricane's Tax Assets

In an orderly wind down of the business, assuming a flat oil price of US$80/bbl, the Directors expect that accrued tax losses with an approximate value of up to US$370 million will remain unutilised and thus will not provide any benefit to Hurricane Shareholders.

The Deferred Consideration Units provide a way for Hurricane Shareholders to share in the future success of Hurricane, with 17.5 per cent. of future Net Revenues being paid to Deferred Consideration Unitholders biannually. This allows Hurricane Shareholders to benefit from ongoing production, gaining exposure to production outperformance, higher oil prices and most importantly, future acquisitions.

Prax has a stated intention to grow the Hurricane Group through acquisition, leveraging its own group balance sheet to fund acquisitions, taking advantage of Hurricane's tax losses. The Deferred Consideration Units will receive a proportion of revenues from any future acquisitions made by the Hurricane Group. Prax is currently in a number of processes to acquire producing oil and gas assets and has employed an experienced and credible management team to identify and execute M&A opportunities. The current UK oil and gas M&A market is characterised by a limited credible buyer universe and numerous large companies looking to exit their UK positions. Prax has a strong strategic imperative to increase its upstream business, given the synergies that may bring to its downstream business. Prax's commitment to the Acquisition is in itself significant evidence of its intention to grow its UK upstream business.

5.8 Conclusion

The Acquisition is the conclusion to a comprehensive FSP. With Hurricane's largest shareholder having made it clear that it did not support a strategy of growth by acquisition or the all-share mergers which were proposed, the FSP has concluded with an outcome which both succeeds in delivering greater near-term cash returns, thus meeting its largest shareholder's requirements, as well as retaining exposure to future revenues including from Prax's growth strategy.

Accordingly, using Hurricane's planning case, the Board expects the Acquisition to result in Hurricane Shareholders being materially better off than in a planned wind down of Hurricane, significantly better off than they would be in the event of an unplanned cessation of production, with significant further upside in the event that the Deferred Consideration Units deliver on their full potential through acquisitions.

6 Reserves and Resources Update and Rule 29 Asset Valuation

On 16 March 2023, Hurricane published a competent person's report ("CPR") with an effective date of 31 December 2022, which included an asset valuation by ERCE. In connection with the Acquisition, Hurricane is required by Rule 29 of the Code to publish an updated, independent asset valuation (referred to in this document as the "Valuation"). ERCE is independent of both Hurricane and Prax.

a) Reserves Update

In the ERCE CPR, ERCE has evaluated the Reserves for the field, assuming the effective date of 31 December 2022. The estimates of Reserves and the economic limit in each case are summarised in the table below.

A summary of the movements in net attributable 2P Reserves as compared to the previous CPR (effective date of 31 December 2021) is as follows: 

ERCE has also updated its estimates of 2C Resources (Development Unclarified), which require further drilling to convert to Reserves. These are set out in the table below:

b) Valuation

The Valuation has an effective date for cash flow modelling of 28 February 2023. The estimates of the Net Present Value (Best Case) at a 10% discount factor (NPV10) are summarised below.

A copy of the Valuation is available at Appendix V to this announcement. A copy of the Valuation and CPR is available at https://www.hurricaneenergy.com/investors. The Directors of Hurricane note that the effective date of the Valuation is different to the date of this announcement and state that ERCE has confirmed that an updated valuation to the date of this announcement would not be materially different.

Rule 29.6 of the Code requires that this announcement contain an estimate by the Hurricane directors of the amount of any potential tax liability which would arise if the assets were to be sold at the amount of the Valuation and a comment as to the likelihood of any such liability crystallising. The Hurricane Directors, having taken appropriate taxation advice, believe that there are realistic transaction structures for such a sale in which it is likely that no tax would be payable.

7 Irrevocable Undertakings

Prax has received irrevocable undertakings from each of the Hurricane Directors who are interested in Hurricane Shares to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, in respect of those shares in respect of which they are able to control the exercise of voting rights, being a total of 498,092 Hurricane Shares, representing approximately 0.03 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on the Latest Practicable Date. These irrevocable undertakings remain binding in the event of a higher, or any other, bid or offer for Hurricane. Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

In addition to the irrevocable undertakings from the Hurricane Directors, Prax has also received irrevocable undertakings from Crystal Amber Fund Limited ("Crystal Amber") and Kerogen Investments No.18 Limited ("Kerogen") to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions at the General Meeting in respect of a total of 894,181,210 Hurricane Shares, representing approximately 44.89 per cent. of the ordinary share capital of Hurricane in issue on the Latest Practicable Date.

Therefore, as at the date of this announcement, Prax has received irrevocable undertakings to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions at the General Meeting with respect to a total of 894,679,302 Hurricane Shares, representing approximately 44.92 per cent. of the ordinary share capital of Hurricane in issue on the Latest Practicable Date (excluding treasury shares). Further details of the above-mentioned irrevocable undertakings are set out in Appendix III to this announcement.

The obligations of each of Crystal Amber and Kerogen under their respective undertakings shall remain binding in the event of a higher, or any other, bid or offer for Hurricane.

8 Information on Prax

Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group.

The Prax Group is a leading, British headquartered, international, integrated and diversified midstream and downstream energy group with 1,274 employees in 12 offices across seven countries. Prax's activities include refining, marketing, and distribution of commercial fuels, via its network of storage terminals and pipeline infrastructure, petrol retail forecourts, road tankers, and its marine bunkering vessel fleet.

Prax has a world-class asset base, with 113 kbpd of refining capacity and 1,917 kcbm of storage capacity. For its financial year ended 28 February 2022, Prax generated revenues of US$10 billion and adjusted EBITDA of US$126.7 million. Prax has a strong balance sheet, providing a solid platform to execute its strategic growth plans.

Prax is indirectly and wholly owned by (i) Sanjeev Kumar Soosaipillai and Arani Soosaipillai in equal shares, both of whom are British citizens, resident and domiciled in the United Kingdom; and (ii) their family trusts.

Prax has a strong and experienced management team and Board with an excellent track record of delivering growth through M&A. Recent activity includes the acquisition of the Lindsey Oil refinery, a major strategic refining complex in the UK, from TotalEnergies in 2021; the acquisition of the Jarrow terminal from Shell in 2016 and the Zeebrugge terminal from TotalEnergies in 2020; and the acquisition of Harvest Energy in 2015, now one of the largest bio-fuels blenders in North West Europe.

Prax has hired a highly experienced and motivated management team to grow its upstream business, led by Alessandro Agostini, Oliver Dunn and Iain McKendrick. The upstream management team has decades of North Sea and international experience in large corporates, listed E&P players and private equity firms, covering all aspects of oil and gas. In particular the team has a considerable track record in executing upstream deals.

9 Information on Hurricane

Hurricane is an oil & gas exploration and production company, focussed on fractured basement reservoirs offshore West of Shetlands on the UK Continental Shelf. Hurricane has a 100 per cent. operated interest in the Lancaster Field. As at 31 December 2022 the Lancaster Field's proved and probable reserves were certified by ERCE to be 6.6 mmbbls. Hurricane produced 3.1 mmbbls from the Lancaster field in 2022 and is currently producing 7,710 bbls/d from a single well, with a water cut of 52 per cent., into the leased Aoka Mizu FPSO. Production of 2P Reserves is projected by Hurricane to continue until August 2025, at which point Hurricane expects the Lancaster field to be abandoned. As at 28 February 2023, Hurricane had Net Free Cash of US$140.1 million, as well as US$60.7 million of cash and liquid investments within restricted funds, relating to decommissioning security arrangements and amounts set aside to cover potential early termination fees on the FPSO lease. Hurricane has 28 employees and offices in Surrey and Aberdeen.

10 Intentions for the future business of Hurricane and the Hurricane Group

10.1 Future business of Hurricane and the Hurricane Group

Prax is committed to building a sizeable upstream business in the North Sea, complementing its midstream and downstream activities to create an integrated business, and it is focused on rapidly developing its oil and gas portfolio via acquisitions. The acquisition of Hurricane is the first strategic step, providing a platform from which its upstream division will grow. Prax is currently in a number of other acquisition processes for upstream assets.

Prax believes the Acquisition represents an attractive opportunity to leverage its midstream and downstream presence, complement its existing trading strategies through the production of oil, and aligns strongly with Prax's broader long-term vision for its upstream business.

Prax believes that the enlarged group will provide opportunities for the management and employees of both companies. Prax envisages moving towards full integration of Hurricane as soon as possible following completion of the Acquisition. Prax is impressed by the high quality of the Hurricane management team and wishes and expects them to participate in the future leadership of the company.

Following the completion of the Acquisition, it is the strategic intent of Prax to continue production at the P6 Lancaster well until its economic cut-off. Concurrently, Prax will continue with Hurricane's assessment of commercial options surrounding extension of life and expanding operations at P1368 in accordance with the UK's Maximising Economic Recovery strategy, at the same time being respectful of the UK government's commitment to reach net zero emissions by 2050.

10.2 Directors, management and employees

Prax holds the skills, knowledge and expertise of Hurricane's management and employees in high regard and believes it will provide long-term stability and reassurance to Hurricane's most important asset, its staff.

Prax confirms that, following completion of the Acquisition, the existing contractual and statutory employment rights of Hurricane employees will be fully safeguarded in accordance with applicable law.

Prax does not expect that there will be any reduction in Hurricane's headcount, with the exception of the non-executive directors of Hurricane. Prax does not intend to make any material changes to the balance of skills and functions of employees and management of Hurricane.

Prax intends to retain the executive Directors and members of the management team of Hurricane. The executive directors have agreed to stand down from the Hurricane Board following payment of the Supplemental Dividend, or, if earlier, 14 days from the Effective Date and will continue in operational roles in the organisation. Prax intends to fully integrate, when practically possible, Hurricane's business functions into the Prax Group. Combining the functions of Hurricane and Prax is intended to assist the transition of Hurricane into the Prax Group and will not result in any reduction in headcount.

Prax expects that there may be a reduction in certain corporate functions or activities which are related to Hurricane's status as a public company, which will not be needed following completion of the Acquisition, without any expected reduction in headcount.

In accordance with the requirements of Rule 24.2 (c) of the Code, Prax and its group confirm that they do not intend to seek or implement, as a result of the Acquisition, any material changes regarding the continued employment of the employees and management of Prax and its group, including any material change in the conditions of employment or in the balance of the skills and functions of the employees and management.

10.3 Existing rights and pension schemes

Hurricane operates a defined contribution pension scheme. Prax does not intend to make any changes to the ongoing employer contributions to the Hurricane pension scheme, benefit accrual for existing Hurricane pension scheme members or admission of new members.

10.4 Intentions for locations of business, headquarters and fixed assets

Hurricane has its head office in Surrey (Godalming), UK and an office in Aberdeen, UK. Prax has its head office in Weybridge, UK, just a few miles from Godalming. Prax will undergo a review of the organisational and commercial feasibility in retaining Hurricane's physical office locations in Godalming and Aberdeen with a view to optimising its real estate portfolio but being mindful of operational requirements.

Prax does not intend to redeploy fixed assets of Hurricane following the Scheme becoming Effective.

Following completion of the Acquisition and other than the growth strategy outlined earlier in this announcement, Prax does not expect there to be any impact on the strategic plans, management, employees and locations of Prax group's existing business including its group's headquarters and headquarters function. Prax does not expect that there will be any reduction in Hurricane's headcount, with the exception of the non-executive directors of Hurricane who have agreed to stand down from the Hurricane board from the Effective Date.

10.5 Research and development

Hurricane does not currently have a research and development function and Prax does not have any plans in this regard.

10.6 Trading facilities

Hurricane Shares are currently admitted to trading on AIM. As explained in paragraph 17 below, prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of the Hurricane Shares to trading on AIM with effect from the closing date of the Acquisition. It is expected that the last day of dealings in Hurricane Shares on AIM will be the Business Day immediately prior to the Effective Date.

Prax intends to put in place a matched bargain facility upon the Scheme becoming Effective and upon which the Deferred Consideration Units could be traded.

None of the statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

11 Financing

The Cash Consideration payable under the Acquisition is being wholly funded from the existing cash resources of Prax.

In accordance with Rule 2.7(d) of the Code, Gneiss Energy Limited ("Gneiss Energy"), as financial adviser to Prax, is satisfied that sufficient resources are available to Prax to satisfy in full the Cash Consideration payable to Hurricane Shareholders under the terms of the Acquisition.

Gneiss Energy has not been required to confirm, and has not confirmed, that resources are available to (1) Hurricane to satisfy payments under the Special Dividends or (2) Prax to satisfy payments under the Deferred Consideration Units. Hurricane Shareholders will be at risk if, for any reason, these payment obligations were unable to be satisfied by Prax and/or Hurricane.

12 Details of the Deferred Consideration Units

12.1 Pursuant to the terms of the Acquisition, Scheme Shareholders (other than Restricted Overseas Shareholders) will receive one Deferred Consideration Unit for each Scheme Share that they hold on the Scheme Record Date.

In the event that there are delays to Hurricane's scheduled April lifting of crude oil such that the sale proceeds have not been received by the date the Scheme becomes Effective, the Hurricane Directors intend to declare and pay as much of the Supplementary Dividend as is permissible by law and their fiduciary duties. The balance of the Supplementary Dividend, subject to receipt by the Hurricane Group (following the date of this announcement) of proceeds from the sale of no less than 450,000 bbls of oil from the Lancaster Field (being the "Trigger Event") (being the "Deferred Consideration Cash Amount"), will be added to the Deferred Consideration Units and shall be payable to each holder of a Deferred Consideration Unit within five Business Days of such Trigger Event occurring provided that the Trigger Event occurs after the Scheme becomes Effective and before 00:00 on 1 January 2024. 

The Deferred Consideration Units shall also enable Scheme Shareholders (other than Restricted Overseas Shareholders) to receive 17.5 per cent. of all future Net Revenues earned by the Hurricane Group, including from any acquisition made by the Hurricane Group, from 1 March 2023 until 31 December 2026, capped at a total of 6.48 pence per Deferred Consideration Unit (the "DCU Cash Amount") (subject to any applicable deductions or withholdings). The total amount of the DCU Cash Amount, including any amounts Restricted Overseas Shareholders would have been entitled to receive in the form of a Deferred Consideration Unit had it been legal for them to do so but which they shall instead receive under the terms of the Scheme, shall be capped at £129.1 million. The Deferred Consideration Unit payments of the DCU Cash Amount will be biannually in arrears.

Scheme Shareholders (other than Restricted Overseas Shareholders) will be entitled to make an election to receive Class I DCUs. Each Class I DCU will entitle the Class I DCU Holder to receive Loan Note(s) (subject to applicable securities laws), in an amount equal to the DCU Cash Amount, the principal of which will be redeemable in cash on the redemption date. The Class I DCU Holders shall not be entitled to elect to receive Loan Note(s) in respect of the amount of the Deferred Consideration Cash Amount, if payable, and shall receive further cash for such amount on the relevant date. 

Alternatively, Scheme Shareholders (other than Restricted Overseas Shareholders) will receive Class II DCUs. Each Class II DCU will entitle the Class II DCU Holder to receive further cash, in an amount equal to the DCU Cash Amount and the Deferred Consideration Cash Amount, if payable.

The Deferred Consideration Units have been constituted by the DCU Deed Poll on the date of this announcement. The Deferred Consideration Units will not represent any equity or ownership interest in Hurricane, and accordingly will not confer on the Deferred Consideration Unit Holder any right to attend, speak at or vote at any meeting of the shareholders of Hurricane or right to any dividends or right to any return of capital by Hurricane.

The Deferred Consideration Units will be transferable by way of a matched bargain facility, if put in place by Prax, and in certain other prescribed circumstances. Prax intends to put in place a matched bargain facility upon the Scheme becoming Effective and upon which the Deferred Consideration Units could be traded. No application will be made for the Deferred Consideration Units to be listed or dealt in on any stock exchange. The Deferred Consideration Units will be governed by English law and will be issued in certificated form. No interest is payable in respect of the Deferred Consideration Units.

The Loan Notes will not be issued to US Persons or persons located in the United States. Accordingly, such US investors will only have the option to take Class II DCUs.

If the laws of any jurisdiction make it illegal for Scheme Shareholders to hold or be issued Deferred Consideration Units or would require any qualification of the Deferred Consideration Units under any applicable laws or regulations, they may not be entitled to the Deferred Consideration Units or the amounts which may be payable thereon. In such circumstances, Prax intends under the terms of the Scheme to pay such Restricted Overseas Shareholders an amount equal to the amount that such Scheme Shareholder would have received (if any) under the Deferred Consideration Units (subject to the terms and conditions of the Deferred Consideration Units as if they applied for determining such amount). 

Full details of the DCU Deed Poll will be contained in the Scheme Document.

The Deferred Consideration Units are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders by way of the Deferred Consideration Units. The minimum payment under the Deferred Consideration Units could be zero. Further details in respect of the Deferred Consideration Units will be contained in the Scheme Document.

The Panel has determined that an estimate of the value of the Deferred Consideration Units in accordance with Rule 24.11 of the Code is not required to be included in the Scheme Document.

12.2 Loan Notes

The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of 0.1 pence nominal value. The Loan Notes will be not be transferable other than in certain prescribed circumstances but no application will be made for them to be listed or dealt in on any stock exchange.

The Loan Notes will not bear interest.

The Loan Notes will be issued in accordance with the terms of the Class I DCUs. The term of the Loan Notes will be six months and one day from the date of issue of the Loan Notes. On the expiry of the term, Prax will redeem the outstanding Loan Notes for cash at par (less any tax required by law to be withheld or deducted therefrom). A holder of the Loan Notes may not opt to redeem any of his notes prior to the expiry of the term.

Full details of the Loan Notes will be contained in the Scheme Document.

Hurricane Shareholders should consider carefully, in light of their own investment objectives and tax position, whether they wish to elect for Class I DCUs which will entitle the Class I DCU Holder to receive Loan Notes and are strongly advised to seek their own independent financial advice before making any such election.

13 Hurricane Share Incentive Plan

Participants in the Hurricane Share Incentive Plan (the "SIP") will be contacted (via the trustee of the associated SIP trust, as the registered holder of the Hurricane Shares they own pursuant to the SIP (their "SIP Shares"),) regarding the effect of the Acquisition on their SIP Shares. Appropriate proposals will be made to such participants in relation to their SIP Shares in due course. Further details of the terms of such proposals will be included in the Scheme Document. 

14 Management Transaction Bonus

In accordance with the terms of the management transaction bonus scheme approved in July 2022, the Hurricane Board (excluding members with an interest) has resolved to make a payment of £0.9 million in aggregate to the executive directors and staff, conditional on the Scheme becoming Effective. In order to align rewards under the management transaction bonus scheme with the deferred element of the Acquisition, a contingent payment of up to £3.5 million in aggregate, will be payable in full only if the full consideration envisaged by the Deferred Consideration Units is ultimately paid. Prax has consented to these arrangements pursuant to Rule 21.1 of the Code.

15 Offer-related arrangements

15.1 Confidentiality Agreement

State Oil Limited and Hurricane entered into a confidentiality agreement on or about 18 November 2022 and amended that agreement on or about 25 November 2022 (the agreement as amended being the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, Prax and Hurricane has each undertaken to keep confidential any information relating to Prax, Hurricane and the Acquisition, and not disclose such to third parties. Unless terminated earlier by mutual agreement, the Confidentiality Agreement will terminate on the Scheme Effective date. Prax's and Hurricane's confidentiality undertakings under the Confidentiality Agreement will remain in force until 18 May 2024. The Confidentiality Agreement further includes customary standstill obligations on Prax from the period commencing on 18 November 2022 and ending on 18 May 2024.

15.2 Parent Company Guarantee

On 16 March 2023, State Oil Limited, as the immediate parent company of Prax, entered into a parent company guarantee with Hurricane (the "State Oil PCG"). Pursuant to the terms of the State Oil PCG, subject to and conditional upon the Scheme becoming Effective, State Oil Limited guarantees all monies, debts and liabilities of any nature from time to time due, owing or incurred by Hurricane excluding any such monies, debts and liabilities in relation to the Special Dividends.

If the Takeover Panel determines that any provision of the State Oil PCG that requires the offeree company to take or not to take action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule 21.2 of the Takeover Code, that provision shall have no effect and shall be disregarded.

16 Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme of arrangement between Hurricane and the Scheme Shareholders under Part 26 of the Companies Act although Prax reserves the right to implement the Acquisition by means of a Takeover Offer (subject to receiving Panel consent).

The purpose of the Scheme is to provide for Prax to become the holder of the entire issued and to be issued ordinary share capital of Hurricane. This is to be achieved by the transfer of the Hurricane Shares to Prax, in consideration for which the Hurricane Shareholders shall receive consideration on the basis set out in paragraph 2 of this announcement.

The Acquisition shall be subject to the Conditions including the NSIA Condition and the NSTA Condition and certain further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and shall only become effective, if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date:

(a) the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Hurricane Shareholders;

(b) the Resolutions required to approve and implement the Scheme being duly passed by Hurricane Shareholders representing the requisite majority or majorities of votes cast at the General Meeting;

(c) following the Court Meeting and the General Meeting, the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Hurricane and Prax); and

(d) following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

The Scheme shall lapse if:

(a) the Court Meeting and the General Meeting are not held on or before the 22nd day following the expected date of those meetings to be set out in the Scheme Document in due course, (or such later date as Prax and Hurricane may agree and (if required) the Court may allow);

(b) the Court hearing to sanction the Scheme is not held on or before the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Prax and Hurricane and that the Court may approve (if required));

(c) the Scheme is not approved by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Hurricane Shareholders;

(d) the resolutions required to approve and implement the Scheme are not duly passed by Hurricane Shareholders representing the requisite majority or majorities of votes cast at the General Meeting; or

(e) the Scheme does not become effective on or before 11.59 p.m. on the Long-stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to sanction the Scheme as set out above may be waived by Prax and the Long Stop Date may be extended by agreement between Hurricane and Prax, with the consent of the Panel and if required, the Court.

Once the necessary approvals from Hurricane Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become effective upon delivery of the Court Order to the Registrar of Companies.

Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become effective before the end of Q2 2023.

Upon the Scheme becoming effective, it shall be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour). Entitlements to Hurricane Shares held within the CREST system will be cancelled and such entitlements rematerialized and share certificates in respect of Hurricane Shares will cease to be valid. In accordance with the applicable provisions of the Code, the Cash Consideration payable under the Acquisition for the transfer of the Hurricane Shares to Prax will be despatched no later than 14 days after the Effective Date. Upon the Scheme becoming effective, the DCUs will be issued to Hurricane shareholders (other than Restricted Overseas Shareholders) within 14 days of the Effective Date.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document which is expected to be despatched to Scheme Shareholders as soon as reasonably practicable, and in any event within 28 days of the date of this announcement (unless Hurricane and Prax both agree, and the Panel consents, to a later date).

The Scheme will be governed by the Companies Act and is subject to the jurisdiction of the Court.

17 De-listing and Re-registration

Prior to the Scheme becoming Effective, Hurricane will make an application to the London Stock Exchange for the cancellation of the listing of Hurricane Shares on AIM, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Hurricane Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. (London time) on that date.

On the Effective Date, Hurricane will become a wholly-owned subsidiary of Prax and the share certificates in respect of Hurricane Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Hurricane Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Hurricane will be re-registered as a private limited company.

18 Disclosure of Interests in Hurricane Shares

Save in respect of the irrevocable undertakings referred to in paragraph 7 above, as at the Latest Practicable Date neither Prax, nor any of its directors, nor, so far as Prax is aware, any person acting in concert (within the meaning of the Code) with it:

(a) has any interest in or right to subscribe for any relevant securities of Hurricane;

(b) has any short positions in respect of relevant Hurricane Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

(c) has borrowed or lent any relevant Hurricane Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold; or

(d) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

19 Dividends

If any dividend, other than the Transaction Dividend or the Supplementary Dividend is paid or becomes payable in respect of Hurricane Shares on or after the date of this announcement and prior to closing of the Acquisition, Prax has the right to reduce the amount of consideration payable in respect of such Hurricane Shares by the amount of all or part of such dividend or other distribution. Prax will not be entitled to reduce the Cash Consideration or Deferred Consideration Units payable pursuant to the terms of the Acquisition or otherwise adjust the terms of the Acquisition as a result of the declaration or payment of the Transaction Dividend or the Supplementary Dividend.

20 Overseas Shareholders

The availability of the Acquisition and the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Hurricane Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Hurricane Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been dispatched.

21 General

Prax reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer for the Hurricane Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. or such other percentage as Prax may, subject to the rules of the Code and with the consent of the Panel, decide, of the shares to which such Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, Hurricane Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document.

Stifel and Gneiss Energy have given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their respective names in the form and context in which they appear.

22 Documents available on website

Copies of the following documents will be made available on Prax's microsite www.prax.com, and Hurricane's website https://www.hurricaneenergy.com/investors by no later than 12:00 noon (London time) on the Business Day following the date of this announcement and will remain available until the end of the Offer Period:

(a) the irrevocable undertakings referred to in paragraph 7 above;

(b) the Confidentiality Agreement;

(c) the DCU Deed Poll;

(d) Loan Note Instrument;

(e) the State Oil PCG; and

(f) a copy of this announcement.

Enquiries:

Important Notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Stifel or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Hurricane and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Hurricane for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prax and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Prax for providing the protections afforded to clients of Gneiss or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

Further Information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or any document by which the Acquisition is made) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or otherwise in response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made).

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in this announcement should be relied on for any other purpose.

Hurricane and Prax urge Hurricane Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Prax or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Hurricane Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Hurricane Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction.

To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Forward Looking Statements

This announcement contains statements about Prax and Hurricane that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Prax's or Hurricane's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Prax's or Hurricane's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Prax or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Prax and Hurricane disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Hurricane for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Hurricane.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hurricane's website at www.hurricaneenergy.com and Prax's microsite at prax.com by no later than 12:00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, Telephone: 0370 707 1733 . You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Right to switch to a Takeover Offer

Prax reserves the right to elect, with the consent of the Panel to implement the Acquisition by way of Takeover Offer for the entire issued and to be issued ordinary share capital of Hurricane as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Hurricane confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 1,991,871,556 ordinary shares of 0.1 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B580MF54.

Important Information

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor.

Standard

ERCE's work has been prepared in accordance with the June 2018 SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management System (PRMS) as the standard for classification and reporting.

Competent Person's Review

The technical information in this release has been reviewed by Antony Maris, Chief Executive Officer, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Mr Maris is a petroleum engineer with more than 35 years' experience in the oil and gas industry. He has a B.Sc.(Eng.) Petroleum Engineering (Hons) from the Imperial College of Science and Technology (University of London) Royal School of Mines A.R.S.M. and an MBA from Kingston Business School.

ERCE has given its consent to the reference to the Valuation in this announcement. ERCE confirms it has reviewed this announcement and confirms that the estimates of Reserves have been correctly extracted from the Valuation. The Valuation has been signed by Dr Adam Law who has over 30 years of relevant experience in the oil industry.

APPENDIX I

Part 1: Conditions to the Scheme and the Acquisition

1 The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the provisions of the Code, by no later than 11.59 p.m. on the Long-stop Date.

Scheme approval

2 The Scheme will be subject to the following conditions:

(a)

a) its approval at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof) by a majority in number of the Scheme Shareholders on the register of members of Hurricane at the Voting Record Time, present and voting, whether in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and

b) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Prax and Hurricane may agree and (if required) the Court may allow; and

(b)

a) the Resolutions set out in the notice of the General Meeting being duly passed by the requisite majority (or majorities, if applicable) at the General Meeting; and

b) the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course or such later date (if any) as Prax and Hurricane may agree and (if required) the Court may allow; and

(c)

a) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Prax and Hurricane);

b) the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course or such later date (if any) as Prax and Hurricane may agree and (if required) the Court may allow; and

c) the delivery of a copy of the Court Order to the Registrar of Companies.

3 In addition, Prax and Hurricane have agreed that, subject as stated in Part 2 of this Appendix I and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(A) National Security and Investment Act Approval

A notification having been made and accepted under the United Kingdom National Security and Investment Act 2021 ("NSIA") and one of the following having occurred:

(a) the Chancellor of the Duchy of Lancaster confirming before the end of the review period that no further action will be taken in relation to the Acquisition; or

(b) if the Chancellor of the Duchy of Lancaster issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1) (b) of the NSIA containing confirmation that the Chancellor of the Duchy of Lancaster will take no further action in relation to the call-in notice and the Acquisition under the NSIA; or

(c) the Chancellor of the Duchy of Lancaster making a final order pursuant to section 26(1) (a) of the NSIA in relation to the Acquisition, save to the extent that such an order prohibits the Acquisition; or

(d) Prax having received written notice by or on behalf of the Chancellor of the Duchy of Lancaster that the NSIA does not apply to the Acquisition;

(the "NSIA Condition").

(B) North Sea Transition Authority Approval

The receipt of written confirmation from the North Sea Transition Authority (the "NSTA"), informing Prax that it does not intend, as a consequence of the Acquisition, to revoke any of the relevant licences or to require a further change of control of Hurricane under any of the relevant licences (the "NSTA Condition").

Official authorisations, regulatory clearances and third-party clearances

General antitrust and regulatory

(a) other than in respect of condition (A) and (B), all notifications, filings, applications or submissions which are necessary having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all necessary Authorisations in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Hurricane or any other member of the Wider Hurricane Group by any member of the Wider Prax Group, in each case which is material in the context of Prax Group or the Hurricane Group as a whole, having been obtained in terms and in a form reasonably satisfactory to Prax from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Hurricane Group or the Wider Prax Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Hurricane Group in any jurisdiction, in each case which is material in the context of Prax Group or the Hurricane Group as a whole, having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(b) other than in respect of Conditions (A) and (B), no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in each case so as to be material in the context of Prax Group or the Hurricane Group as a whole):

a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Prax Group or by any member of the Wider Hurricane Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

b) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Prax Group or the Wider Hurricane Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Hurricane Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Prax Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Hurricane or on the ability of any member of the Wider Hurricane Group or any member of the Wider Prax Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Hurricane Group;

d) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Hurricane Group or any member of the Wider Prax Group;

e) result in any member of the Wider Hurricane Group or any member of the Wider Prax Group ceasing to be able to carry on business under any name under which it presently carries on business;

f) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Hurricane by any member of the Wider Prax Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Hurricane by any member of the Wider Prax Group;

g) require, prevent or materially delay a divestiture by any member of the Wider Prax Group of any shares or other securities (or the equivalent) in any member of the Wider Hurricane Group or any member of the Wider Prax Group; or

h) impose any material limitation on the ability of any member of the Wider Prax Group or any member of the Wider Hurricane Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Prax Group and/or the Wider Hurricane Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Hurricane Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(a) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Hurricane Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Prax Group of any shares or other securities (or the equivalent) in Hurricane or because of a change in the control or management of any member of the Wider Hurricane Group or otherwise, could or might reasonably be expect to result in any of the following to an extent which is material and adverse in the context of the Wider Hurricane Group, or the Wider Prax Group, in either case, taken as a whole:

a) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Hurricane Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Hurricane Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Hurricane Group being materially and adversely modified or materially and adversely affected or any obligation or liability arising or any materially adverse action being taken or arising thereunder;

d) any liability of any member of the Wider Hurricane Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

e) the rights, liabilities, obligations, interests or business of any member of the Wider Hurricane Group or any member of the Wider Prax Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Hurricane Group or any member of the Wider Prax Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

f) any member of the Wider Hurricane Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is or would be material in the context of the Wider Hurricane Group taken as a whole;

g) the value of, or the financial or trading position or prospects of, any member of the Wider Hurricane Group being materially prejudiced or materially and adversely affected; or

h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Hurricane Group other than trade creditors or other liabilities incurred in the ordinary course of business, and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Hurricane Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3(c)(i) to (viii), in each case to the extent material in the context of the Wider Hurricane Group taken as a whole;

Certain events occurring since 30 June 2022

(a) except as Disclosed, no member of the Wider Hurricane Group having since 30 June 2022:

a) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Hurricane Shares out of treasury (except, where relevant, as between Hurricane and wholly-owned subsidiaries of Hurricane or between the wholly-owned subsidiaries of Hurricane;

b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Hurricane to Hurricane or any of its wholly-owned subsidiaries;

c) other than pursuant to the Acquisition (and except for transactions between Hurricane and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Hurricane and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Hurricane Group taken as a whole;

d) except for transactions between Hurricane and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Hurricane and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset (including shares) or authorised, proposed or announced any intention to do so;

e) (except for transactions between Hurricane and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Hurricane) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Hurricane Group as a whole;

f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Hurricane Group which is material in the context of the Wider Hurricane Group as a whole;

g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Hurricane Group, except for salary increases, bonuses or variations of terms in the ordinary course;

h) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Hurricane Group which are material in the context of the Wider Hurricane Group taken as a whole, save as agreed by the Panel (if required);

i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

j) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Hurricane Group as a whole;

k) terminated or varied the terms of any agreement or arrangement between any member of the Wider Hurricane Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Hurricane Group taken as a whole;

l) (except as disclosed on publicly available registers) made any material alteration to its memorandum or articles of association or other incorporation documents;

m) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Hurricane Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Hurricane Group;

n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Hurricane Group taken as a whole;

o) (other than in respect of a member of the Wider Hurricane Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

p) (except for transactions between Hurricane and its wholly-owned subsidiaries or between the wholly-owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

q) other than in the ordinary course of trading, entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities;

r) having taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Hurricane Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code; or

s) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(d);

No adverse change, litigation, regulatory enquiry or similar

(a) except as Disclosed, since 30 June 2022 there having been:

a) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Hurricane Group which is material in the context of the Wider Hurricane Group taken as a whole;

b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Hurricane Group or to which any member of the Wider Hurricane Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Hurricane Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Hurricane Group taken as a whole;

c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Hurricane Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Hurricane Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Hurricane Group taken as a whole;

d) no contingent or other liability having arisen or become apparent to Prax or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Hurricane Group to an extent which is material in the context of the Wider Hurricane Group taken as a whole; and

e) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Hurricane Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Hurricane Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(a) except as Disclosed, Prax not having discovered that:

a) any financial, business or other information concerning the Wider Hurricane Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Prax Group by or on behalf of any member of the Wider Hurricane Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent, in the context of the Wider Hurricane Group taken as a whole;

b) any member of the Wider Hurricane Group is, subject to any liability, contingent or otherwise and which is material in the context of the Wider Hurricane Group taken as a whole;

c) any past or present member of the Wider Hurricane Group has not complied in the context of the Wider Hurricane Group taken as a whole with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Hurricane Group which in any case is material in the context of the Wider Hurricane Group taken as a whole or in the context of the Acquisition;

d) there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Hurricane Group which in any case is material in the context of the Wider Hurricane Group taken as a whole or in the context of the Acquisition;

Anti-corruption, economic sanctions, criminal property and money laundering

(a) except as disclosed, Prax not having discovered that:

a) (A) any past or present member, director, officer or employee of the Wider Hurricane Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider Hurricane Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;

b) any asset of any member of the Wider Hurricane Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Hurricane Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;

c) any past or present member, director, officer or employee of the Wider Hurricane Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(A) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

(B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

d) any past or present member, director, officer or employee of the Wider Hurricane Group, or any other person for whom any such person may be liable or responsible:

(A) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(B) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(C) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(D) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

e) any member of the Wider Hurricane Group is or has been engaged in any transaction which would cause Prax to be in breach of any law or regulation upon its Acquisition of Hurricane, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.

Part 2: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, Prax reserves the right, in its sole discretion, to waive, in whole or in part, all or any of the Conditions set out in Part 1 of this Appendix I above, except Conditions 2(a)a), 2(b)a), 2(c)a) and 2(c)c), which cannot be waived. If any of Conditions 1, 2(a)b), 2(b)b), or 2(c)b) are not satisfied by the relevant deadline specified in the relevant Condition, Prax shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with Hurricane to extend the relevant deadline.

2. If Prax is required by the Panel to make an offer for Hurricane Shares under the provisions of Rule 9 of the Code, Prax may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. Prax shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of this Appendix I above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. Under Rule 13.5(a) of the City Code, Prax may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Prax in the context of the Acquisition. Prax may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Panel.

5. Conditions 1 and 2 in Part A of this Appendix I above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.

6. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Prax.

7. The Hurricane Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made on or after the Effective Date (other than the Special Dividends).

8. If, on or after the date of this announcement and prior to or on the Effective Date, any dividend, distribution or other return of value, other than the Special Dividends, is declared, paid or made, or becomes payable by Hurricane, Prax reserves the right (without prejudice to any right of Prax, with the consent of the Panel, to invoke Condition 3(d)(ii) of Appendix I above) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution, or other return of value or excess. In such circumstances, Hurricane Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

If on or after the date of this announcement, and to the extent that any such dividend, distribution or other return of value (other than the Special Dividends) has been declared, paid, or made, or becomes payable by Hurricane on or prior to the Effective Date and Prax exercises its rights under this paragraph 8 to reduce the consideration payable under the terms of the Acquisition, any reference in this announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution, or other return of value (other than the Special Dividends) has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles Prax to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition shall not be subject to change in accordance with this paragraph 8. Prax also reserves the right to reduce the consideration payable under the Acquisition in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by Prax of its rights referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

9. Prax reserves the right to elect (with the consent of the Panel), to implement the Acquisition by way of a Takeover Offer for the Hurricane Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. or such other percentage as Prax and Hurricane may, subject to the rules of the Code and with the consent of the Panel, decide, of the shares to which such Takeover Offer relates.

10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

11. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

12. The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules for Companies, the London Stock Exchange and the Financial Conduct Authority.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

i. As at the Latest Practicable Date, there were 1,991,871,556 Hurricane Shares in issue. The International Securities Identification Number for Hurricane Shares is GB00B580MF54;

ii. Any references to the issued share capital of Hurricane are based on the 1,991,871,556 Hurricane Shares in issue;

iii. Hurricane has no options, warrants or other dilutive instruments outstanding;

iv. The value of the Acquisition based on the Acquisition price of up to 12.50 pence per Hurricane Share is calculated on the basis of the issued share capital of Hurricane as set out in paragraph (ii) above.

v. Unless otherwise stated, the Closing Prices and volume weighted average prices referred to in this announcement are taken from the Daily Official List of the London Stock Exchange.

vi. Unless otherwise stated, the financial information relating to Hurricane is extracted from the audited consolidated financial statements of Hurricane for the financial year to 31 December 2021, prepared in accordance with IFRS, the unaudited interim statements for the six months ended 31 June 2022 and the unaudited trading statement in relation to the twelve months ended 31 December 2022.

APPENDIX III

Details of Irrevocable Undertakings

HURRICANE DIRECTORS

As at the date of this Announcement, Robert Andrew Allan, Linda Janice Beal, Joan Morera Calveras, Philip Edward Charles Wolfe and Alan John Wright do not hold any Hurricane Shares.

The irrevocable undertakings will continue to remain binding in the event of a higher, or any other, bid or offer for Hurricane.

These irrevocable undertakings cease to be binding, inter alia:

· immediately if Prax announces, with the consent of the Panel, that it does not intend to proceed with the proposed Acquisition;

· on and form the earlier of (i) 31 December 2023 and (ii) the time and date the proposed Acquisition is withdrawn, lapses or otherwise terminates in accordance with its terms.

 OTHER HURRICANE SHAREHOLDERS

The irrevocable undertakings will continue to remain binding in the event of a higher, or any other, bid or offer for Hurricane.

These irrevocable undertakings cease to be binding, inter alia:

· immediately if the Scheme Document or the formal document containing a Takeover Offer (as the case may be) is not published within 28 days of the date of this announcement (or within such longer period as Hurricane and Prax may agree, with the consent of the Panel);

· immediately if Prax announces, with the consent of the Panel, that it does not intend to proceed with the proposed Acquisition;

· immediately if the Scheme or Takeover Offer does not become wholly unconditional before 11.59 p.m. on 31 December 2023 (unless agreed otherwise);

· on and from the time and date on which the proposed Acquisition is withdrawn, lapses or otherwise terminates in accordance with its terms.

APPENDIX IV

DEFINITIONS AND GLOSSARY

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 Glossary 

PRMS Definitions

APPENDIX VRULE 29 LETTER

15 March 2023

Hurricane Energy plc

The Wharf, Abbey Mill Business Park

Lower Eashing

Godalming

Surrey GU7 2QN

Dear Directors,

This letter (the Rule 29 Valuation) has been prepared by ERCE for inclusion in any document to be published by Hurricane pursuant to Rule 29 of the UK Takeover Code in response to an offer to purchase Hurricane and must only be used for that purpose. ERCE has granted and not withdrawn its consent for inclusion of this Rule 29 Valuation in any such document. On 15 March 2023, Hurricane Energy plc (Hurricane) published a Reserves report for the Lancaster field prepared by ERCE (the ERCE CPR). In accordance with your instructions, ERC Equipoise Ltd (ERCE) has undertaken a series of sensitivities to the Net Present Value (NPV) calculation of the 2P production profile from the ERCE CPR.

The ERCE CPR was prepared with an effective date (Effective Date) of 31 December 2022. This Rule 29 Valuation has mechanically adjusted the 2P production profile from the ERCE CPR for the production between the Effective Date and 28 February 2023 and updated the NPV calculation using an updated 1 March 2023 ERCE price forecast. ERCE's estimate of NPV10 for the revised 2P production profile calculated on this basis is shown below:

Table 1: 2P NPV10 for the Lancaster field, as at 1 March 2023

This Rule 29 Valuation should be read in conjunction with the ERCE CPR. Hurricane has confirmed that, other than as publicly announced by Hurricane, no new data or information has been acquired between the Effective Date and the publication date of this Rule 29 Valuation that would materially affect the economic evaluation presented in this Rule 29 Valuation. ERCE confirms that if the Rule 29 Valuation were updated to today's date, the updated valuation would not be materially different.

ERCE has carried out this work in accordance with the June 2018 SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management System (PRMS) as the standard for classification and reporting.

Nomenclature that may be used in this Rule 29 Valuation is summarised in APPENDIX 2 of the ERCE CPR.

ERCE, Stephenson House, 2 Cherry Orchard Road, Croydon, CR0 6BA, T +44 (0) 20 8256 1150 www.erce.energy, Registered Company ERC Equipoise Ltd, No 3587074, Registered Address Eastbourne, House, 2 Saxbys Lane, Lingfield, Surrey, RH7 6DN

Disclaimer and Use of the Rule 29 Valuation

This Rule 29 Valuation has been made available to Hurricane to use for publication in accordance with Rule 29 of the UK Takeover Code. This Rule 29 Valuation is produced solely for the benefit of and on the instructions of Hurricane, and not for the benefit of any third party. Any third party to whom Hurricane discloses or makes available this Rule 29 Valuation shall not be entitled to rely on it or any part of it.

Hurricane agrees to ensure that any publication or use of this Rule 29 Valuation which makes reference to ERCE shall be published or quoted in its entirety and that Hurricane shall not publish or use extracts of this Rule 29 Valuation or any edited or amended version of this Rule 29 Valuation, without the prior written consent of ERCE.

In the case that any part of this Rule 29 Valuation is delivered in digital format, ERCE does not accept any responsibility for edits carried out by Hurricane or any third party or otherwise after such material has been sent by ERCE to Hurricane.

Any valuations or projections included in this Rule 29 Valuation are produced for the purposes of economic analysis and should not be taken either as a recommendation to engage in any kind of investment activity or as advice about the merits or demerits of engaging in any kind of investment activity.

ERCE is not authorised or regulated by the Financial Conduct Authority or any other regulatory or supervisory body to provide investment advice. Hurricane acknowledges that ERCE is not an investment advisor and does not, and will not, provide advice about the merits or otherwise of any particular investment or transaction.

In the course of the work undertaken to present this Rule 29 Valuation, ERCE may produce forecasts, projections or valuations that could be used towards the assessment of the prospects of a particular company, security or other transaction. Hurricane understands that this information is presented for the purposes of economic analysis and should not be taken as advice relating to any kind of investment activity and Hurricane is solely responsible for deciding what weight (if any) to give to any such information in making any investment decision.

In the course of the work undertaken to present this Rule 29 Valuation, ERCE may produce bespoke economic indicators to generate intrinsic and/or technical valuations of companies. These are tools that are meant only for economic analysis and Hurricane agrees that it will not seek to use any of them as a "benchmark" underlying an investment product, for example to determine the amount payable under a security, or the value of a security or to measure the performance of a company for the purpose of tracking the return of an investment product.

Economic Evaluation Sensitivities, Lancaster field 2P Production Profiles

On Hurricane's instruction and as described above, ERCE has taken its 2P forecasts of costs and production for the Lancaster field as presented in the ERCE CPR and mechanically adjusted the production forecasts using production data from the Lancaster field provided by Hurricane for the period between the effective date of the ERCE CPR and the date of this Rule 29 Valuation. There has been no update to ERCE's forecast of costs as presented in the ERCE CPR.

ERCE has then recalculated the net present value (NPV10) of the Lancaster field using the oil price forecast presented below which is effective 1 March 2023 (Table 2). For clarity, the cost of abandonment has been included as a future cash flow in the calculation of NPV10 and does not take into account any existing financing arrangements that may be drawn down (such as cash held in trust). A table comparing the 2P NPV10 from the ERCE CPR and the 2P NPV10 calculated for the purposes of this Rule 29 Valuation is also presented below (Table 3).

Table 2: Oil Price forecast, best case

Table 3: Lancaster field 2P NPV10, as at the effective date of the ERCE CPR and the effective date of this Rule 29 Valuation

The key risk described in the ERCE CPR is the failure of the ESP within Well P6 before the economic limit of the field is reached. On Hurricane's instruction ERCE has undertaken the calculation of 2P NPV10 on a quarterly basis, beginning 31 March 2023, using the best case oil price forecast (Table 2), to estimate the NPV10 that would result should the ESP fail at the end of each quarter. In addition, ERCE has undertaken quarterly sensitivities for the 2P NPV10 using the following low and high case oil price forecasts (Table 4 and Table 5). The results of this sensitivity analysis are presented as Table 6.

Table 4: Oil Price forecast, low case

Table 5: Oil Price forecast, high case

Table 6: Lancaster field 2P NPV10 at the effective date of this Rule 29 Valuation, under low, best and high case oil price forecasts, assuming ESP failures occurring at the end of each quarter. This table is for illustrative purposes only.

Professional Qualifications

ERCE is an independent consultancy specialising in geoscience evaluation, engineering and economic assessment. ERCE will receive a fee for the preparation of this Rule 29 Valuation in accordance with normal professional consulting practices. This fee is not dependent on the findings of the Rule 29 Valuation and ERCE will receive no other benefit for the preparation of this Rule 29 Valuation.

Neither ERCE, nor any Directors of ERCE have, at the date of this report, any shareholding in Hurricane or Prax Exploration & Production plc (Prax). Consequently, ERCE and the directors of ERCE consider themselves to be independent of Hurricane, Prax, their directors and senior management.

ERCE has the relevant and appropriate qualifications, experience and technical knowledge to appraise professionally and independently the assets. The work has been supervised by Dr Adam Law, a Director of ERCE, a post-graduate in Geology, a Fellow of the Geological Society of London and a member of the Society of Petroleum Evaluation Engineers.

Yours faithfully

Adam Law

Director, ERCE