Angus Energy : General Meeting Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to immediately seek your own financial advice from your stockbroker, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or transferred all of your shares in Angus Energy plc, please send this document and any accompanying documents as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

ANGUS ENERGY PLC

(incorporated in England and Wales with company number 09616076)

NOTICE OF GENERAL MEETING

Notice of a general meeting (GM) of Angus Energy plc (the Company) to be held at the offices of Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG on Monday 9 January 2023 at 11.00 a.m. is set out on page 5 of this document.

Your attention is drawn to the letter from the Company's Chairman on page 2 of this document.

Whether or not you propose to attend the GM, please complete and submit a proxy appointment form or electronic proxy appointment instruction in accordance with the Notes to the Notice of the GM set out on page 8. To be valid, the proxy form or electronic proxy instruction must be received at the address for delivery specified in the notes by 11.00 a.m. on Thursday 5 January 2023.

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Letter from the Chairman

Angus Energy plc

(Incorporated in England & Wales with registered number 09616076)

Registered office: Building 3 Chiswick Park

566 Chiswick High Street

London W4 5YA

England

22 December 2022

Dear Shareholder

General Meeting

On 19 December 2022 the Company announced that it had successfully raised gross proceeds of approximately £7 million by means of a placing to certain institutional and other investors to raise approximately £2 million, (the "Placing") and a direct subscription to raise approximately £5 million (the "Subscription") (together, the "Fundraising"), in each case at a price of 1.65 pence per share (the "Fundraising Price").

The Fundraising was conducted in two tranches, with the initial tranche of new Ordinary Shares under the Fundraising (comprising in aggregate 341,219,000 Ordinary Shares, being the shares issued under the Placing and 226,219,000 shares issued under the Subscription) being issued under the Company's pre-existing share capital authorities, and the second tranche of 89,781,000 new Ordinary Shares ("Conditional Subscription"), together with 311,250,000 warrants in respect of the entire Fundraising ("Warrants"), being subject to shareholders passing the certain resolutions ("Resolutions") at a General Meeting ("GM").

In addition, and conditional upon the passing of the Resolutions, Forum Energy Services Ltd ("Forum") has agreed to accept the allotment and issue of 60,606,061 new Ordinary Shares (the "Forum Share Issue") at the Fundraising Price (together with the issue of 30,303,030 warrants on the same basis as applicable to the Fundraising ("Forum Warrants")) in settlement of the Company's obligation to pay certain deferred consideration of £1,000,000 to Forum in accordance with the Saltfleetby SPA as announced on 24 May 2022.

Accordingly, the Company is now convening a general meeting to table the necessary Resolutions, being:

1. resolutions to authorise the issue of new Ordinary Shares in connection with the Conditional Subscription, Warrants, the Forum Share Issue and the Forum Warrants and to disapply statutory pre-emption rights in respect of such allotments; and
2. to authorise the Directors to allot further Ordinary Shares and to disapply statutory pre- emption rights in respect of allotment up to a certain amount. This will give the Directors flexibility to allot further Ordinary Shares in the future should they consider it to be in the best interests of the Company to do so.

The GM will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Monday 9 January 2023 at 11.00 a.m. The formal notice of the meeting is set out on page 5 of this document and contains the proposed resolutions to be considered and voted on at the meeting. Further details of the proposed resolutions are set out in the section entitled "Explanatory notes to the business of the GM" on page 4.

It is anticipated, subject to the passing of the Resolutions, that admission to AIM of the Ordinary Shares to be issued under the Conditional Subscription and the Forum Share Issue will become

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effective on 12 January 2023. The total Warrants and Forum Warrants, subject to the passing of the Resolutions and assuming no exercise of existing options and warrants, would be 341,553,030 representing 9.96% of the issued share capital of the Company as enlarged by the Fundraising and the Forum Share Issue.

We strongly encourage you to vote on all resolutions by completing a proxy form in advance of the meeting, appointing the Chair of the meeting as your proxy, whether or not you are ultimately able to attend in person.

Action to be taken

We encourage that you vote on the proposed resolutions by appointing a proxy to attend, speak and vote on your behalf. To appoint a proxy:

1. you can complete the enclosed proxy appointment form, in accordance with the instructions printed on it, and return it (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to our registrar, Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX; or
2. if you hold your shares in CREST, you can alternatively submit an electronic proxy appointment instruction to our Share Registrars Limited (CREST participant number 7RA36) through the CREST system in accordance with the CREST Manual.

In either case, the proxy appointment form should be returned, or the electronic proxy appointment instruction transmitted, as soon as possible and in any event so as to be received by Share Registrars Limited by 11.00 a.m. on Thursday 5 January 2023.

Further details about how you may submit a proxy form (either electronically or in hard copy form) are set out in the Notes to the Notice of General Meeting which appear on page 8 of this document.

The appointment of a proxy will not prevent you from attending, speaking and voting in person at the GM, should you wish to do so.

Recommendation

Explanatory notes in relation to each of the proposed resolutions to be considered and voted on at the GM are set out on page 4 of this document. The Board considers that each of these resolutions is in the best interests of the Company for the benefit of its shareholders as a whole. Accordingly, each member of the Board who holds shares in the Company intends to vote in favour of each resolution in respect of their own beneficial holdings. The directors unanimously strongly recommend that shareholders vote in favour of all the proposed resolutions.

The results of the meeting will be published on the Company's website and will be released to the London Stock Exchange as soon as practicable following the conclusion of the GM.

Yours sincerely

Patrick Clanwilliam

Chairman

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Explanatory notes to the business of the GM

1. Directors' authority to allot shares - Resolutions 1 and 2

The directors currently have limited authority to allot Ordinary Shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company.

The Board is seeking, by Resolutions 1 and 2 respectively, to grant new authorities over Ordinary Shares:

1. up to a maximum nominal amount of £983,881 (nine hundred and eighty three thousand eight hundred and eighty eight pounds) in respect of the allotment of up to
   491,940,091 Ordinary Shares, as follows:
2. 1. 89,781,000 Ordinary Shares in respect of the Conditional Subscription;
   2. 341,553,030 Ordinary Shares in respect of the Warrants and the Forum Warrants; and
   3. 60,606,061 Ordinary Shares in respect of the Forum Share Issue; and
3. otherwise up to a maximum nominal value of £1,715,188.04 (one million seven hundred and fifteen thousand one hundred and eighty eight pounds and four pence), being 857,594,019 Ordinary Shares representing approximately 25% of the Company's issued share capital as at 21 December 2022 (being the latest practicable date prior to publication of this document) as enlarged by the Fundraising and the Forum Share Issue.

If approved by shareholders these authorities will expire on 13 September 2023 or, if earlier, at the conclusion of the Company's 2023 annual general meeting.

2. Dis-application of statutory pre-emption rights - Resolutions 3 and 4

The directors currently have limited power, in certain circumstances, to allot equity securities for cash other than in accordance with statutory pre-emption rights (which require a company to offer all allotments for cash first to existing shareholders in proportion to their holdings). The Board is seeking, by Resolutions 3 and 4 respectively, to grant new powers to apply to the grant of equity securities in circumstances where:

1. the allotment of Ordinary Shares up to a maximum nominal amount of £983,881 (nine hundred and eighty three thousand eight hundred and eighty eight pounds) in connection with the Conditional Subscription, Forum Share Issue and grant of the Warrants and Forum Warrants;
2. the allotment takes place in connection with a rights issue or other pre-emptive offer; or
3. the allotment is limited to a maximum nominal amount of £857,594.02 (eight hundred and fifty seven thousand five hundred and ninety four pounds and two pence), being 428,797,010 Ordinary Shares representing approximately 12.5% of the Company's issued share capital as at 19 December 2022 (being the latest practicable date prior to publication of this document) as enlarged by the Fundraising and the Forum Share Issue.

If approved by shareholders these powers will expire on 13 September 2023 or, if earlier, at the conclusion of the Company's 2023 annual general meeting.

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ANGUS ENERGY PLC

(incorporated in England and Wales with company number 09616076)

Notice of General Meeting

Notice is given that a general meeting of the members of Angus Energy plc will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Monday 9 January 2023 at 11.00 a.m. to consider, and if thought fit, pass the following resolutions of which resolutions 1 and 2 will be proposed as ordinary resolutions and resolutions 3 and 4 will be proposed as special resolutions.

Unless otherwise defined in this notice, capitalised terms used in this notice will have the same meaning given to them in the letter from the Chairman dated 22 December 2022, as circulated to the shareholders of the Company, to which this notice is attached.

1. Directors' authority to allot shares in connection with the Conditional Subscription, the Forum Share Issue, the Warrants and the Forum Warrants
   That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (Act) to issue and allot ordinary shares of £0.002 each in the share capital of the Company (Ordinary Shares) or grant rights to subscribe for or to convert any security into Ordinary Shares (Rights) (such Ordinary Shares and Rights being Relevant Securities) up to an aggregate nominal amount of £983,881 (nine hundred and eighty three thousand eight hundred and eighty eight pounds) in connection with the Conditional Subscription, the Forum Share Issue and the grant of the Warrants and the Forum Warrants (each such term as defined in the circular published by the Company on 22 December 2022) provided that this authority will, unless previously renewed, varied or revoked, expire on 13 September 2023 or, if earlier, at the conclusion of Company's 2023 annual general meeting, except that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or granted after such expiry and the Directors may allot or grant Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
2. Directors' authority to allot shares
   That, in addition to any authority granted pursuant to Resolution 1 (Directors' authority to allot shares in connection with the Direct Subscription and Warrants), the Directors be generally and unconditionally authorised pursuant to section 551 of the Act to issue and allot Ordinary Shares or grant Rights up to an aggregate nominal amount of £1,715,188.04 (one million seven hundred and fifteen thousand one hundred and eighty eight pounds and four pence), provided that this authority will, unless previously renewed, varied or revoked, expire on 13 September 2023 or, if earlier, at the conclusion of Company's 2023 annual general meeting, except that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or granted after such expiry and the Directors may allot or grant Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
   This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot or grant Relevant Securities (other than any authority granted pursuant to

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