PTR.L Regulatory News (PTR)

18 March 2014

PetroNeft Resources plc

("PetroNeft" or the "Group" or the "Company")

EGM Proposal

PetroNeft announces that it has received a proposal from Natlata Partners (the "Proposing Shareholder"), a holder of in excess of 10 percent of the share capital of the Company, to call an extraordinary general meeting of the Company ("EGM"). The Company is currently considering this proposal with its advisers.

The Proposing Shareholder has previously made a single written financing proposal to PetroNeft, that when considered by the Board together with its advisers, was deemed not to be in the interests of shareholders as a whole.

An EGM is now being sought to consider resolutions (the "Proposed Resolutions") including ordinary resolutions in relation to the appointment of five new directors and for the removal of Dennis Francis, David Sanders, Paul Dowling, David Golder and Vakha Sobraliev as directors of the Company and special resolutions that would direct the board to undertake certain due diligence, consider refinancing proposals and to require any transaction in relation to Licence 61 to be subject to shareholder approval.

Should an EGM be required under the Company's Articles of Association, notification of an EGM, together with the recommendation of the Board, will be posted to shareholders in due course. In that event, the Board intends to strongly recommend that shareholders vote against the Proposed Resolutions, as they intend to do in respect of their own holdings of shares in the Company at the EGM.

As previously announced, PetroNeft continues to make solid progress with a large international oil and gas company in relation to the farm out of Licence 61. The proposed deal is structured to enable PetroNeft to repay all of its debts, have cash for working capital purposes and significant funds available to invest directly in Licence 61 over the coming years. It will also bring an internationally recognised, financially strong partner with a strong technical team and wide ranging experience around the globe in various hydrocarbon plays. Based on the current progress of confirmatory legal and accounting due diligence and legal documentation, we expect to finalise this transaction in the coming weeks.

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