Providence Resources : PLACING CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (being in the case of persons resident in Ireland, an organisation or firm authorised pursuant to the European Communities (Markets in Financial Instruments) Regulations, 2017 (as amended) or authorised or exempted pursuant to the Investment Intermediaries Act, 1995 (as amended) and, in the case of persons resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA") and if you are not so resident from another appropriately authorised independent financial advisor). If you have sold or otherwise transferred all of your Existing Ordinary Shares, please forward this document, together with the enclosed Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee except that such documents should not be forwarded or transmitted to any jurisdiction where doing so may constitute a violation of the registration or other local securities laws or regulations including, but not limited to, the United States or any of the Restricted Jurisdictions. If you have sold only part of your certificated holding of Existing Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected. The distribution of this document and/or any accompanying documents may be restricted by law and therefore persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities law or regulations of such jurisdiction. In particular, this document and any documents issued in connection with this document should not be distributed or forwarded to, or transmitted in or into the United States or any other Restricted Jurisdiction.

Copies of this document are available, free of charge, at the registered office of Providence Resources P.l.c. at Airfield House, Airfield Park, Donnybrook, Dublin D04 CP49, Ireland for the period of one month from 12 September 2019.

This document does not constitute or contain an offer to sell, or a solicitation of an offer to subscribe for, the Placing Shares to be issued in connection with the proposed Placing or for any other securities of the Company.

Shareholders should note that this document:

- is not and should not be construed as a prospectus or a prospectus equivalent document within the meaning of the Prospectus Regulation;

- has not been prepared in accordance with the Prospectus Regulation or any measures made under that Regulation or the laws of Ireland or of any EU Member State or EEA Treaty adherent State;

- has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA Treaty adherent State, and therefore may not contain all the information required where a document is prepared pursuant to that Regulation or those laws;

- has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom (in its capacity as UK Listing Authority or otherwise) pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, Euronext Dublin, the Central Bank of Ireland or any other authority or regulatory body and has not been approved for the purposes of Section 21 of FSMA;

- does not constitute a recommendation regarding securities of the Company; and

- is a shareholder circular and is being sent solely for your information in connection with the Resolution to be proposed at the Extraordinary General Meeting of the Company.

The Existing Ordinary Shares are admitted to trading on the AIM Market of the London Stock Exchange ("AIM") and on the Euronext Growth market of Euronext Dublin ("Euronext Growth") under the symbols PVR and PZQ respectively. Application will be made to the London Stock Exchange and Euronext Dublin for the New Ordinary Shares and the Placing Shares to be admitted to trading on AIM and Euronext Growth respectively. Conditional on the passing of the Resolution at the Extraordinary General Meeting, it is expected that Admission will become effective and that dealings will commence in the New Ordinary Shares and the Placing Shares at 8.00 a.m. on 1 October 2019. AIM and

Euronext Growth are markets designed primarily for emerging or small companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority and Euronext Growth securities are not admitted to the main securities market of Euronext Dublin. Prospective investors should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent and appropriately qualified financial adviser.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the New Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue.

Providence Resources P.l.c.

(Incorporated in Ireland with limited liability under the Irish Companies Acts, 1963 to 2013 with registration number 268662)

Proposed Placing of 59,765,890 Placing Shares

Share Capital Reorganisation

and

Notice of Extraordinary General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, which is set out on pages 7to 11 of this document and which contains the Board's recommendation to vote in favour of the Resolution.

The Directors, whose names and functions appear on page 7 of this document, and the Company, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notice of an 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 is set out at the end of this document. A Form of Proxy in respect of the Extraordinary General Meeting is enclosed with this document and to be valid, must be completed, signed and returned in accordance with the instructions printed thereon and should be returned as soon as possible and, in any event, so as to be received by the Company's registrars, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland no later than 10.00 a.m. on 28 September 2019 being forty eight hours before the time appointed for the holding of the Extraordinary General Meeting. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting should they wish to do so.

Cenkos Securities Plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the FCA, is the Company's nominated adviser and broker. Cenkos' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Cenkos is acting exclusively for the Company and nobody else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for providing advice in relation to the Placing or any matters referred to in this document.

Mirabaud Securities Limited ("Mirabaud"), which is authorised and regulated in the United Kingdom by the FCA, is the Company's joint broker. Mirabaud is acting exclusively for the Company and nobody else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Mirabaud or for providing advice in relation to the Placing or any matters referred to in this document.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is the Company's Euronext Growth Adviser. Davy's responsibilities as the Company's Euronext Growth Adviser under the Euronext Growth Rules are owed solely to Euronext Dublin and are not owed to the Company or to any Director or to any other person. Davy is acting exclusively for the Company and nobody else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice in relation to the Placing or any matters referred to in this document.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change to the affairs of the Company or the Group since the date of this document or that the information is correct as of any subsequent time.

FORWARD-LOOKING STATEMENTS

This document contains (or may contain) certain forward-looking statements with respect to the Group and certain of its current plans, goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statements are a guarantee of future performance and that actual results could differ materially from those contained in such forward-looking statements.

Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe" or other words of similar meaning. Examples of forward-looking statements include statements regarding or which make assumptions in respect of the working capital which will be needed by the Group to fund its operations. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, target total shareholder returns, liquidity, investment strategy, financing strategies and expectations for the oil and gas exploration industry.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of oil or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices as regards the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future exploration, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals and expectations set forth in the Company's forward-looking statements.

Any forward-looking statements made in this document by or on behalf of the Company speak only as at the date they are made. Except as required by the FCA, the Central Bank of Ireland, the London Stock Exchange, Euronext Dublin or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances upon which any such statement is based.

IMPORTANT NOTICE

The Placing Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold: (i) outside the United States in offshore transactions as such terms are defined in, and in reliance on, Regulation S under the US Securities Act; and (ii) inside the United States only to "qualified institutional buyers" as defined in Rule 144A under the Securities Act who have delivered a duly executed investor letter, pursuant to an exemption from registration under the Securities Act. In addition, until forty days after the commencement of the Placing, an offer, sale or transfer of Placing Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

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This document is not being and may not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into the United States or any Restricted Jurisdictions and persons receiving this document (including brokers, custodians, trustees and other nominees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send this document in or into the United States or any Restricted Jurisdictions.

The Placing Shares have not been and will not be registered or qualified for distribution to the public under the securities legislation of any province or territory of any Restricted Jurisdictions or in any country, territory or jurisdiction where to do so may contravene local securities laws or regulations. Accordingly, the Placing Shares may not, subject to certain exemptions be offered or sold directly or indirectly in or into, or to any national, citizen, or resident of a Restricted Jurisdiction. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

CURRENCY
All references to the "Euro" or "€" or "c" are to the lawful single currency introduced at the start of the third stage of European
economic and monetary union pursuant to the treaty establishing the European Community, as amended. All references to "U.S.
Dollars" or "US$" or "$" are to the lawful currency of the United States and all references to "Pounds Sterling" or "Stg £" or "£" are
to the lawful currency of the United Kingdom.
The following table shows the exchange rates between the Euro: the U.S. Dollar and Pounds Sterling used in this document.
Euro	US Dollar	1:1.1058
Euro	Pounds Sterling	1:0.8958
US Dollar	Pounds Sterling	1:0.8101

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CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS PLACING STATISTICS

PART I: LETTER FROM THE CHAIRMAN

PART II: DETAILS OF THE PLACING AND THE EGM DEFINITIONS

NOTICE OF EXTRAORDINARY GENERAL MEETING

Page 5 6 7 12 15 19

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Announcement of the Placing

Posting of the Circular and the Form of Proxy

Latest time and date for receipt of Forms of Proxy for use at the Extraordinary General Meeting

Extraordinary General Meeting

Announcement of the results of the

Extraordinary General Meeting

Effective time of the sub-division

Issue of the Placing Shares and Admission and commencement of dealings in the New Ordinary Shares and the Placing Shares

Placing Shares to be credited to CREST stock accounts Receipt of net proceeds of the Placing

Expected time and date for despatch of definitive share certificates for Placing Shares held in certificated form

Date

12 September 2019

12 September 2019

1. a.m. on 28 September 2019

1. a.m. on 30 September 2019

30 September 2019

6.00 p.m. on 30 September 2019

8.00 a.m. on 1 October 2019

1 October 2019

1 October 2019 within 14 days of Admission

Notes:

(i) Each of the times and dates shown above and elsewhere in this announcement are indicative and accordingly are subject to change. (ii) References to time in this announcement are to Dublin time unless otherwise stated.

(iii) If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.

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