Conversion of Debt

April 1st 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

PetroNeft Resources plc

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

Conversion of debt

PetroNeft (AIM: PTR) an oil & gas exploration and production company, operating in the Tomsk Oblast, Russian Federation, and 50% owner and operator of Licence 61 and 90% owner of Licence 67, is pleased to provide a financing update.

Highlights

· Total of $2.69M of debt converted to equity under three historic convertible loan agreements for the issuance of 115,794,613 new Ordinary shares.

· Participation by the company's largest Shareholders, Directors and Senior Management.

Loan facility

PetroNeft historically entered into three convertible loan agreements, these being:

· June 24TH 2019: entered into a Convertible Loan Agreement for a total of US$ 1.3Million with a group of five lenders. Lenders have the right to convert up to 65% of the outstanding loan amount at a conversion price of US$0.01547 per share.

· February 16th 2021: entered into a US$2.9 million with a group of 13 lenders. Lenders have the right to convert 75% of the outstanding loan to shares at a conversion price of stg£0.02 in year 1 and stg £0.025 in year 2.

· March 2nd 2021: As part of the acquisition of the additional interest in Licence 67, PTR entered into an agreement with Sarum Energy for a $1.7M convertible loan with the lender having the right to convert up to 50% of the loan into share at a price of stg £0.02 in year 1 and stg£0.025 in year 2. The lender is exercising their right to convert the full 50 of the loan into shares.

The conversion of this debt to shares will result in the outstanding debt under these agreements being reduced from $5.9 million to $3.2 million and will result in an increase in the total number of issued shares in the Company from 919,356,740 to 1,035,151,353. All shares are being issued at a premium to the share price on the date that the terms of the various agreements were announced.

Application will be made to the London Stock Exchange and Euronext Dublin for the 115,794,613 PetroNeft ordinary shares to be admitted to trading on AIM and Euronext Growth. It is expected that admission to trading on each exchange will become effective and that dealings in the New Ordinary Shares will commence on AIM and Euronext Growth at 8.00 a.m. on 12 April 2021.

The following is the list of holdings by related parties and Directors.

* Alastair McBain holds his interest through ADM Consulting FZE and Belgrave Naftogas BV.

David Sturt, CEO of PetroNeft Resources plc, commented:

"While these convertible loans were essential to the survival of PetroNeft, a key element of the ongoing work to turn the company around is reducing its indebtedness and moving it on to a sounder footing. This is just as important as the operational success that we have had in the last eighteen months across our licences. Furthermore, it is critical to allow us the finance to carry out the development activity which will release the value of the Company.

We are very pleased to be able to announce exercise of these conversion rights as it reduces the level of debt of the company by a substantial amount and at the same time demonstrating significant support by the lenders which includes our two largest shareholders along with Board Directors and senior management."

For further information, contact: