THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

Providence Resources P.l.c.

Conditional Placing to raise US$3.76 million

Dublin and London - September 12, 2019 - Providence Resources P.l.c. (PVR LN, PRP ID), the Irish based energy company ("Providence" or the "Company"), announces that it has conditionally raised approximately US$3.76 million (before expenses) through the proposed issue of 59,765,890 new ordinary shares in the Company (the "Placing Shares") to institutional and other investors ("Placees") at a price of £0.051 (equivalent to approximately US$0.063) per Placing Share (the "Placing Price") (the "Placing").

The Placing Price represents a discount of approximately 7.3 per cent. to the closing price of £0.055 per Existing Ordinary Share on 10 September 2019, being the latest practicable date on which the Company's shares traded on AIM and Euronext Growth ahead of the announcement of the Placing.

The need for the Placing arises from the ongoing delays to the receipt of the US$9 million loan advance due to the Company from APEC Energy Enterprises Limited ("APEC") (the "APEC Loan Amount"), as explained further below.

The Placing is conditional upon, among other things, the passing of the Resolution by Shareholders at the Extraordinary General Meeting of the Company to be held at 10.00 a.m. on 30 September 2019 at Davy House, 49 Dawson Street, Dublin 2, D02 PY05, Ireland, further details of which are set out below and in the Circular (which will be posted today to Shareholders and a copy of which will be available free of charge on the Company's website: www.providenceresources.com).

If the Company does not receive the proceeds of the Placing, the Company's ability to continue as a going concern will be compromised.

It is anticipated that the proceeds of the Placing will be used principally for the following purposes:

  • To fund the costs associated with the re-engineering of the Company's business model, as outlined below;
  • To fund the balance of the costs associated with the acquisition of the site survey at Barryroe; and
  • To fund general working capital to cover general, administrative and licence operating costs for the period to the beginning of February 2020, including expenses incurred by the Company in connection with the Placing.

As described above, the proceeds of the Placing will only provide working capital in respect of general, administrative and licence operating costs for the period to the beginning of February 2020. Accordingly, the

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Board is currently undertaking a strategic review of the options available to the Company on future financing alternatives to finance future working capital obligations beyond that date. Further information regarding the outcome of this strategic review will be made available at the appropriate time.

The Placing Shares represent approximately 10.0 per cent. of the number of ordinary shares of the Company in issue as at the date of this announcement and will represent approximately 9.09 per cent. of the Enlarged Share Capital immediately following completion of the Placing. The Placing Shares, will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue.

The Extraordinary General Meeting

Irish company law prohibits a public company from issuing its shares at a price that is less than the nominal value of such shares. The Placing Price is lower than the current nominal value of the Ordinary Shares (€0.10 per Ordinary Share), and therefore an Extraordinary General Meeting is being called to seek Shareholder approval in respect of a proposed subdivision of the Company's ordinary share capital, which will have the result of reducing the nominal value of the Ordinary Shares to a level that is below the Placing Price (i.e. the nominal value of each Ordinary Share will be reduced to €0.001). This will enable the Directors, inter alia, to implement the Placing. The nominal value of shares is a legal concept and there is no direct link between the nominal value and the existing market price of the Ordinary Shares or the Placing Price.

Should Shareholder approval of the Resolution not be obtained at the Extraordinary General Meeting, then the Placing as currently envisaged will not proceed and the proceeds of the Placing will not be available to the Company.

A Circular will be posted today to Shareholders and a copy will be available free of charge on the Company's website: www.providenceresources.com. Further information on the proposed Share Capital Reorganisation is set out in Part II of the Circular. The Notice convening the Extraordinary General Meeting is set out at the end of the Circular and a Form of Proxy will also be enclosed for Shareholders to complete. The Extraordinary General Meeting is to be held at 10.00 a.m. on 30 September 2019 at Davy House, 49 Dawson Street, Dublin 2, D02 PY05, Ireland.

Application for Admission in respect of the New Ordinary Shares and the Placing Shares will be made to both the London Stock Exchange and Euronext Dublin and, subject to the passing, without amendment, of the Resolution at the Extraordinary General Meeting, it is expected that Admission will become effective and that dealings in the New Ordinary Shares and the Placing Shares will commence on AIM and Euronext Growth at 8.00 a.m. on 1 October 2019.

On Admission of the Placing Shares, the number of issued New Ordinary Shares would be increased by 10.0 per cent. The maximum dilution which a Shareholder would be subject to following the Placing is 9.09 per cent.

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INVESTOR ENQUIRIES

Providence Resources P.l.c.

Tel: +353 1 219 4074

Tony O'Reilly, Chief Executive Officer

Cenkos Securities plc

Tel: +44 131 220 9771

Neil McDonald/Derrick Lee

J&E Davy

Tel: +353 1 679 6363

Anthony Farrell

Mirabaud Securities Limited

Tel: + 44 20 3167 7221

Peter Krens

MEDIA ENQUIRIES

Powerscourt

Tel: +44 207 250 1446

Peter Ogden

Murray Consultants

Tel: +353 1 498 0300

Pauline McAlester

Conditional Placing to raise US$3.76 million

1. Background to and reasons for the Placing

The need for the Placing arises from the ongoing delays to the receipt of the APEC Loan Amount from APEC pursuant to the terms of the amended and restated farm-out agreement (the "Updated FOA") for the Barryroe Project entered into with APEC by EXOLA DAC ("EXOLA"), a wholly-owned subsidiary of the Company, and Lansdowne Celtic Sea Limited ("Lansdowne" and, together with EXOLA and APEC, the "Barryroe Partners") the terms of which were announced on 20 September 2018.

On 5 June 2019, the Company announced that it had agreed certain amendments to the Updated FOA with APEC and Lansdowne, including a revised backstop date for receipt of the APEC Loan Amount to 14 June 2019, which was subsequently extended through various announced extensions to 30 September 2019. As at the close of business on 11 September 2019, the APEC Loan Amount had not been received by the Company.

As a result of the non-receipt of the APEC Loan Amount and in light of the Company's working capital position, the funding required for the Barryroe site survey and the Company's business re-engineering programme, each of which are described below in paragraph 3 (Current Trading and Prospects), the Company has an urgent need for additional working capital.

If the Company does not receive the proceeds of the Placing, the Company's ability to continue as a going concern will be compromised.

Details regarding the use of the proceeds of the Placing are provided in paragraph 2 (Use of proceeds) below.

In order to implement the Placing, it is necessary for the Company to convene the Extraordinary General Meeting and propose the Resolution. Further details on the Extraordinary General Meeting and the Resolution are set out in the Circular.

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2. Use of proceeds

It is anticipated that the proceeds of the Placing will be used principally for the following purposes:

Anticipated use of proceeds

Projected amount

1.

To fund the costs associated with the re-engineering of the Company's

c. US$750,000

business model, as outlined below

2.

To fund the balance of the costs associated with the acquisition of the site

c. US$500,000

survey at Barryroe

3.

To fund general working capital to cover general, administrative and

c. US$2,512,526

licence operating costs for the period to the beginning of February

2020 and including expenses incurred by the Company in connection

As described above, the proceeds of the Placing will only provide working capital in respect of general, administrative and licence operating costs for the period to the beginning of February 2020. Accordingly, the Board is currently undertaking a strategic review of the options available to the Company on future financing alternatives to finance future working capital obligations beyond that date. Further information regarding the outcome of this strategic review will be made available at the appropriate time.

3. Current Trading and Prospects

Working Capital

On 5 August 2019, the Company announced that, as at 2 August 2019, the Company had unaudited cash balances of approximately US$ 1.45 million and that, in the event that the APEC Loan Amount was not received from APEC by the backstop extension date of 12 August 2019 (and noting the creditors on the balance sheet and existing forward commitments, including the proposed business re-engineering and the planned site survey at Barryroe), the Company would need to put in place alternative financing arrangements in order to provide it with sufficient working capital beyond the end of August 2019.

Since 5 August 2019, the Company has continued to review and revise its working capital position to reflect the corporate and operational matters outlined below. Accordingly, the Company announced on 20 August 2019 that, in the event that the APEC Loan Amount is not received from APEC, the date by which it would need to have in place alternative financing arrangements in order to provide it with sufficient ongoing working capital had been extended to the end of September 2019.

Proposed business re-engineering

On 28 June 2019, the Company announced that the Board had carried out a strategic review of the Company's operations to ensure that its business model continues to be 'fit for purpose'. As a result, the Board concluded that there was an immediate requirement to re-engineer the Company's business model to reflect the changes evident in its operating environment.

This re-engineering reflected a number of material factors, including:

  • the Company's success in farming out the majority of its portfolio, which has led to:
    • the transfer of operatorship in most of the Company's key assets to third parties; and
    • a substantially reduced technical role for the Company;
  • the fact that the Company is not a revenue generating company and the fact that the Company's past two years of working capital have been financed through the completion of farm-out deals with third parties; and

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  • the inability of the Company to pursue international expansion.

Since that announcement, the Company has continued to progress this business re-engineering by implementing a project-based, outsourced business model which is more aligned with the current nature of its operated activities. On 5 August 2019, the Company announced that, following engagement in a consultation process with its staff and its Board, the following restructuring measures were agreed to be taken:

  • the Company will vacate its current Dublin office in early Q4 2019 (at the expiry of the current lease) and re-locate to a smaller serviced facility in Dublin;
  • the use of various services providers and advisors will be reduced;
  • the composition of the Board would change with:
    • John O'Sullivan, Technical Director, stepping down on 5 August 2019;
    • James McCarthy, Non-executive Director, not seeking re-election at the upcoming 2019 annual general meeting on 12 September 2019;
    • Lex Gamble, Non-Executive Director, stepping down on 31 December 2019; and
    • Philip O'Quigley, Non-executive Director, not seeking re-election at the 2020 annual general meeting; and
  • conditional on the Company having sufficient working capital, technical and support staff will be made redundant.

On 20 August 2019, the Company announced that all technical and support staff affected by the proposed re-engineering are no longer reporting to work and that, subject to the receipt of the APEC Loan Amount or alternative financing arrangements being put in place, final settlement agreements agreed between the Company and the relevant staff will be signed and the redundancies will be implemented.

The Company projects that, when fully implemented, the restructuring measures outlined above will reduce the Company's annual cost base (excluding CAPEX) from US$5.3 million currently to US$1.9 million, representing an approximate 65% reduction in total annualised costs. The Company retains an out-sourced technical team to implement the Barryroe site survey and future well consenting activities.

Barryroe site survey

On 9 August 2019, the Company announced that the Barryroe Partners had received permission from the Minister of State at the Department of Communications, Climate Action and Environment to undertake a seabed debris clearance, environmental baseline and habitat assessment site survey (the "site survey") over the area of the Barryroe field within SEL 1/11.

The site survey permit provides for the undertaking of a seabed debris clearance, environmental and habitat assessment over four locations in the area of the Barryroe field within SEL 1/11. On 20 August 2019, the Company announced that it had agreed to the payment of the contractual mobilisation fee to Gardline to ensure that the vessel contracted to carry out the site survey could mobilise to Ireland and commence initial survey work operations. The initial survey work provides for a minimum of two locations to be surveyed at this time, with up to US$ 500,000 of the Placing proceeds allocated to finance the balance of payments for this initial survey work. Subject to receipt of the APEC Loan Amount, there is scope to increase the number of locations to be surveyed to four. As announced by the Company on 4 September 2019, the survey vessel mobilized to SEL 1/11 where it has now commenced the site survey over the area of the Barryroe field within SEL 1/11.

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Providence Resources plc published this content on 12 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 September 2019 07:01:03 UTC