Phoenix Global Resources : Transaction Fee Services Agreement

27 June 2018

Phoenix Global Resources plc

('Phoenix' or the 'Company')

Transaction Fee Services Agreement

The Board of Phoenix Global Resources plc (AIM: PGR; BCBA: PGR), an upstream oil and gas company offering its investors an opportunity to invest directly into Argentina's Vaca Muerta shale formation and other unconventional resources, announces that it has exercised the option to settle the second instalment of the payment due under the Transaction Fee Services Agreement ('TFSA') dated 24 July 2017, by allotting and issuing 7,156,625 new ordinary shares of nominal value of 10 pence each ('Ordinary Shares') to Integra Capital SA ('Integra') at a price of 58 pence per share in lieu of cash.

Upstream Capital Partners VI Limited ('Upstream'), part of the Mercuria Energy Group Ltd group of companies (the 'Mercuria Group'), pursuant to the Share Purchase Agreement ('SPA') dated 24 July 2017, is entitled to receive 3.06147 Ordinary Shares for each Ordinary Share issued to Integra under the TFSA but has agreed, for no consideration, to reduce its entitlement to 1 Ordinary Share for each Ordinary Share issued to Integra, with the Company, therefore, allotting and issuing 7,156,625 new Ordinary Shares to Upstream.

Following the payment of this instalment, apart from any shares deriving from the exercise of the Mercuria Warrants set out below or from any claim settlement under the SPA, no further Ordinary Shares are due to be issued to Mercuria under the SPA.

Related Party Transaction

Mercuria Group is a substantial shareholder of the Company and a related party under the AIM Rules. The amendment to the SPA constitutes a related party transaction (the 'Transaction') under the AIM Rules. The directors of the Company, except for Matthieu Milandri and Guillaume Vermersch (being Mercuria's designated directors under the Relationship Agreement between Phoenix and certain Mercuria Group companies), having consulted with the Company's nominated adviser, Stockdale Securities Limited, consider that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Holding in Company

Following admission of the New Ordinary Shares, the Mercuria Group will control 2,190,210,586 ordinary shares in Phoenix, which will represent 79.33 per cent. of the Company's enlarged share capital and Jose Luis Manzano and his family will control 111,446,170 ordinary shares in Phoenix, which will represent 4.04% of the enlarged share capital. The Mercuria Group also has an interest in 1,463,325 Mercuria Existing Warrants and 40,812,544 Mercuria Warrants and the right to convert all or part of the outstanding principal of the new convertible revolving credit facility, announced on 16 February 2018, into additional new ordinary shares of Phoenix at a price of 45 pence per share.

A separate announcement in relation to application for admission of the new Ordinary Shares deriving from the above transactions will be made shortly.

- ENDS -

For further information, please contact:

Phoenix Global Resources plc	Anuj Sharma, CEO Philip Wolfe, CFO	T: [phone] T: [phone]
Stockdale Securities	Antonio Bossi Ed Thomas	T: [phone]
Panmure Gordon	Adam James Atholl Tweedie	T: [phone]
Camarco	Billy Clegg Owen Roberts James Crothers	T: [phone]

Capitalised terms used but not defined in this announcement have the same meaning as in the Admission document published by the Company on 24 July 2017 and available on its website at www.phoenixglobalresources.com

About Phoenix

Phoenix Global Resources plc (AIM: PGR; BCBA: PGR) is an upstream oil and gas company offering its investors an opportunity to invest directly into Argentina's Vaca Muerta shale formation and other unconventional resources. The Vaca Muerta is the only producing shale outside of the US and has attracted significant major entrants including Total, BP, Chevron, ExxonMobil, Qatar Petroleum, Petronas, Shell and Equinor. The Company has 560,000 net Vaca Muerta acres covering approximately 7.5% of the formation, with three core Vaca Muerta areas (Puesto Rojas, Mata Mora and Corralera). The Company's unconventional acreage is underpinned by 57.2 MMboe conventional proven and probable reserves and 11,070 boepd of production in 2017. The Company's strategy is to invest in drilling activity in its Vaca Muerta acreage to increase resources, reserves and production and is well capitalised and of a scale to do so.

The Company's website is www.phoenixglobalresources.com