PGR.L Regulatory News (PGR)

7 November 2017

Phoenix Global Resources plc

("Phoenix" or the "Company")

Capitalisation, Reduction of Capital and Interoil Demerger

The Company announced on 24 July 2017 that, amongst other things, it was proposing a reduction of capital and the demerger of shares in Interoil Exploration and Production ASA (the "Interoil Demerger"). Following the Company's further announcement on 5 September 2017 that the Interoil Demerger had been deferred, the Board has now decided how best to implement the Interoil Demerger and the associated reduction of capital. The Company is pleased to confirm that a circular convening a general meeting of the Company (the "General Meeting") is being posted to Shareholders today. The circular sets out the details of a capitalisation of part of the Company's merger reserve by the issue of one deferred share (the "Capitalisation") and the subsequent cancellation of the deferred share and the Company's share premium account in its entirety (together, the "Reduction of Capital") in order to implement the Interoil Demerger.

The Company is proposing to capitalise part of the Company's merger reserve and apply that sum in paying up in full one new deferred share (the "Deferred Share") which will be allotted and issued by way of a bonus issue to a member of the Company at the Board's discretion. The Deferred Share will, for all practical purposes, be valueless and it is the Board's intention, conditional on receiving approval from Shareholders, to cancel it. Subject to confirmation by the Court, the reserve arising from the cancellation of the Deferred Share will be treated as a realised profit and will therefore be taken into account when calculating the Company's distributable reserves.

The Board is also proposing to cancel the Company's share premium account in its entirety, which, in conjunction with the Capitalisation and cancellation of the Deferred Share, will allow the Company to implement the Interoil Demerger.

It is therefore proposed that:

1. part of the Company's merger reserve is capitalised by way of bonus issue of a newly created Deferred Share;

2. the newly created Deferred Share is cancelled in order to create realised profits;

3. the share premium account of the Company is cancelled in its entirety in order to create realised profits; and

4. the Interoil Demerger be implemented.

The realised profits created by the Reduction of Capital will be used to implement the Interoil Demerger.

In addition to the approval by Shareholders, the Reduction of Capital requires confirmation by the Court. Accordingly, following the General Meeting, an application will be made to the Court to confirm the Reduction of Capital. The Reduction of Capital will not become effective until registration by the Registrar of Companies of a copy of the order of the Court and the statement of capital confirming the Reduction of Capital. The Court Hearing to confirm the Reduction of Capital is expected to be held on 13 December 2017 and the Reduction of Capital is expected to become effective later that day. The Interoil Demerger is expected to complete on 15 December 2017.

The General Meeting

The General Meeting will take place at 11.00 a.m. on 23 November 2017 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF. At the General Meeting, resolutions will be proposed to Shareholders to seek their approval of the Capitalisation, Reduction of Capital and Interoil Demerger (the "Resolutions").

The Resolutions will be passed if 75 per cent. or more of the votes cast (in person or by proxy) at the General Meeting are in favour of each resolution. Mercuria Energy Asset Management B.V. and its affiliated company Upstream Capital Partners VI Limited have given irrevocable undertakings to vote in favour of the Resolutions in respect of their holdings totalling, in aggregate, 1,963,294,690 Phoenix Shares, representing 77.86 per cent. of the existing issued share capital of the Company.

Shareholders should note that unless the Resolutions are approved at the General Meeting (and the Court subsequently confirms the Reduction of Capital) the Interoil Demerger will not be implemented.

EXPECTED TIMETABLE OF EVENTS

All references to times are to London times unless otherwise stated.

Each of the times and dates in the above timetable is subject to change. If any of the above times or dates change, the revised times or dates will be notified to Shareholders by means of an announcement made through a Regulatory Information Service (as defined in the AIM Rules).

For further information, please contact:

Capitalised terms used but not defined in this announcement have the same meaning as in the Circular published by the Company on 7 November 2017 and available on its website at www.phoenixglobalresources.com

About Phoenix

Phoenix Global Resources is a London Stock Exchange (AIM: PGR) and Buenos Aires Stock Exchange (BCBA: PGR) listed independent Argentina focused oil and gas exploration and production company. The Company has over 6.3 million licensed working interest acres in Argentina (of which over 5 million are operated), 61.7 million boe of working interest 2P reserves and average production of approximately 11,300 working interest boepd in 2016. Phoenix has significant exposure to the unconventional opportunity in Argentina through its 480,000 working interest acres with Vaca Muerta potential.

The Company's website is www.phoenixglobalresources.com.