Chariot Oil & Gas : Proposed Placing, Subscription and Open Offer

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Chariot Oil & Gas Limited

("Chariot", the "Company" or the "Group")

24 May 2021

Proposed Placing, Subscription and Open Offer to raise up to approximately US$23 million (£16.3

million)

Chariot (AIM: CHAR), the African focused transitional energy group, is pleased to announce its intention to undertake a fundraising of up to approximately US$23 million (£16.3 million) before expenses by way of conditional placing (the "Placing"), direct subscription (the "Subscription") and open offer (the "Open Offer") for in aggregate up to an estimated 297,000,000 new Ordinary Shares at an issue price of 5.5 pence per share (the "Issue Price") (the Placing, Subscription and Open Offer together the "Fundraising").

The Placing will be effected by way of an accelerated bookbuild ("Bookbuild" or "ABB") at the Issue Price which will be launched immediately following this Announcement. The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of the Joint Bookrunners and the Company. The results of the Placing and Subscription will be announced as soon as practicable after the close of the Bookbuild.

As part of the Fundraising, the Company proposes to raise up to US$5 million (£3.5 million) by the issue of new Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price.

Magna Capital LDA (of which Adonis Pouroulis is a substantial shareholder) has conditionally agreed to underwrite up to US$7.85 million (£5.57 million) of the Fundraising by subscribing, in two tranches on or before 31 January and 28 February 2022, for new Ordinary Shares at the Issue Price (the "Underwriting Commitment"). Mr. Pouroulis has personally sub-underwritten the Underwriting Commitment. The Underwriting Commitment is transferable at Magna's sole discretion and shall reduce in equal proportion to any funds received separately by the Company from the Open Offer, a farm-in or a fundraise.

The New Ordinary Shares issued pursuant to the Fundraising will be issued as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares from their admission to trading on AIM.

The Placing is subject to the terms and conditions set out in Appendix 2 to this Announcement. Capitalised terms have the meaning set out in Appendix 3 to this Announcement.

Highlights:

• Fundraising to raise gross proceeds of up to approximately US$23 million (£16.3 million);
• Open Offer on the basis of 1 Open Offer Share for every 6 Existing Ordinary Shares held1;
• As part of the Subscription, certain Directors of the Company intend to subscribe for New Ordinary Shares for approximately US$3.4 million (£2.4 million), of which Adonis Pouroulis intends to subscribe for approximately US$3.2 million (£2.3 million);
• Additionally, Adonis Pouroulis, through Magna (an entity of which he is a substantial shareholder), has conditionally agreed to underwrite up to US$7.85 million (£5.57 million) of the Fundraising by subscribing, in two tranches on or before 31 January and 28 February 2022, for new Ordinary Shares at the Issue Price. Mr. Pouroulis has personally sub- underwritten Magna's underwriting commitment;
• The net proceeds of the Fundraise will be used to:

1. Drill an appraisal well at Anchois Gas Development offshore Morocco to confirm the discovery;

1. Progress work programme on the acreage surrounding the Anchois gas discovery for future development;

1. Integrate transitional power team and existing project, fund near-term power project;

and

• 1. General working capital purposes.
• The Anchois gas development's 2C base case resource has an NPV10 of approx. US$500 million with an IRR in excess of 30% yielding expected annual revenues of up to US$200 million;
• The Company anticipates that appraisal drilling at the Anchois gas discovery will commence in Q4 2021;
• The Fundraising is subject to approval by Shareholders at the General Meeting of the Fundraise Resolutions;
• Following the close of the Bookbuild, the Company expects to send the Circular, containing a notice of General Meeting, on or about 28 May 2021. Full details of the Open Offer, a proxy form and (where applicable) an Open Offer application form will also be included within, or sent with, the Circular; and
• Chariot is also pleased to announce the appointment of Peel Hunt as joint broker with immediate effect, alongside finnCap. finnCap remains the Company's Nominated Adviser.

1 In the event that the rate of British Pounds Sterling to United States Dollars fluctuates significantly before the date of the Circular, the number of Open Offer Shares issued may change.

The Placing is conditional on admission of the Placing Shares to trading on AIM becoming effective, the Placing and Open Offer Agreement not being terminated in accordance with its terms and the passing of the Fundraise Resolutions by Shareholders at the General Meeting.

The Subscription is conditional on admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective, the Placing and Open Offer Agreement not being terminated in accordance with its terms and the passing of the Fundraise Resolutions by Shareholders at the General Meeting.

The Open Offer is conditional on admission of the Open Offer Shares to trading on AIM becoming effective, the Placing and Subscription having become unconditional and the passing of the Fundraise Resolutions by Shareholders at the General Meeting.

Assuming the Fundraising is allocated in full, the New Ordinary Shares will represent up to approximately 76.5 per cent. of the Company's issued share capital currently in issue. The Issue Price of 5.5 pence per New Ordinary Share represents a discount of approximately 29.58 per cent. to the closing mid-market price of 7.81 pence per Ordinary Share on 21 May 2021, being the last practicable date preceding the date of this Announcement.

Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of Chariot, said:

"Since the new team took over the management of Chariot in July 2020, we have achieved a number of important milestones. In Morocco, we have announced a significant resource upgrade at Anchois, enhanced the development credentials of the project through work with Subsea Integration Alliance, progressed development debt finance with two highly regarded institutional lenders, accelerated the marketing of gas with Moroccan partners and institutions and negotiated the terms of a new licence, providing even more upside to the core development. Most recently we have announced the acquisition of AEMP, a renewable and hybrid energy business which is a deal that propels Chariot to the forefront of Africa's renewables market within the mining sector. Through this acquisition we have brought in Total Eren as a strategic partner in Africa. All of these events have been value accretive for the business and demonstrate the growth trajectory we are targeting.

However, all of this has been achieved on a tightly controlled budget. This announced fundraising will give us the capital required to turbocharge our growth ambitions and capitalise on the high value opportunities we see in front of us in both our transitional gas and transitional power businesses. At Anchois, with the proceeds of the fundraise we intend to further progress the commerciality of the licence by drilling an appraisal well. We firmly believe that Anchois ticks a number of boxes when it comes to key investment criteria, such as low project risk, robust potential returns and strong ESG credentials. We are excited to commence with the drilling of an appraisal well as fast as practically possible.

Our entry into the African renewables market is also exciting. We are very pleased to be working with our partner Total Eren, one of the world's largest players in the renewable energy space, and part of the proceeds from this raise will enable us not only to integrate the AEMP team into Chariot, but also help fund the combined Group's next power project with Total Eren and further progress the strong pipeline in excess of 500MW.

As ever, the Board are firmly aligned with shareholders and the Directors of Chariot are expected to subscribe for a material amount of the Fundraise. This reinforces not only the Board's belief in the Chariot story, but also its commitment to ensuring that Chariot achieves the growth targets it sets out."

A timetable of principal events is set out in Appendix 1.
Enquiries:
Chariot Oil & Gas Limited	[phone]
Adonis Pouroulis, Acting CEO
Julian Maurice-Williams, CFO
finnCap (Nominated Adviser and Joint Bookrunner)	[phone]
Christopher Raggett, Simon Hicks, Edward Whiley (Corporate Finance)
Andrew Burdis (ECM)
Peel Hunt (Joint Bookrunner)	[phone]
Richard Crichton / David McKeown / Alexander Allen
Jock Maxwell Macdonald / Sohail Akbar
Celicourt Communications (Financial PR)	[phone]
Mark Antelme
Jimmy Lea

Notes for editors:

About Chariot

Chariot is an African focused transitional energy group. Its current business stream, Chariot Transitional Gas, is a high value, low risk gas development project with strong ESG credentials in a fast-growing emerging economy with a clear route to early monetisation, delivery of free cashflow and material exploration upside.

On completion of the acquisition of AEMP, Chariot will have a second business stream, known as Chariot Transitional Power, looking to transform the energy market for mining operations in Africa, providing a giant largely untapped market with cleaner, sustainable, and more reliable power.

The ordinary shares of Chariot Oil & Gas Limited are admitted to trading on the AIM Market of the London Stock Exchange under the symbol 'CHAR'. Subject to approval by Shareholders, the Company intends to change its name from Chariot Oil & Gas Limited to Chariot Limited.

IMPORTANT NOTICES

This Announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to

assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

No offer document or prospectus has been, or will be, delivered to the Financial Conduct Authority in relation to the Fundraising.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES OF AMERICA (OR TO ANY U.S. PERSON), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Peel Hunt and finnCap, both of whom are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company as the Joint Bookrunners for the purposes of the Fundraising and are not acting for any other persons in relation to it and accordingly will not be responsible to anyone else in relation to the matters described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the FSMA or the regulatory regime established under it, the Joint Bookrunners do not accept any responsibility whatsoever for the contents, completeness or accuracy of this Announcement, and no representation or warranty, express or implied, is made by the Joint Bookrunners with respect to the accuracy or completeness of this Announcement, or any part of it.

finnCap's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to the Company, the Directors or to any other person in respect of such person's decision to subscribe for or acquire any of the New Ordinary Shares.

The price of the Ordinary Shares may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

The Company prepares its financial statements in US dollars and therefore certain figures relating to the Fundraising have been expressed in US dollars. Where appropriate, these figures have been converted into pounds sterling for information purposes only using the following exchange rate: