Amendment to Articles and Notice of GM

3 October 2014

NIGHTHAWK ENERGY PLC

("Nighthawk" or "the Company")

Proposed Amendment to the Articles of Association of the Company

Notice of General Meeting

Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces that it is today posting an explanatory circular (the "Circular") to shareholders containing details of a proposed amendment to the Articles of Association of the Company to increase the Directors' borrowing powers, together with formal notice (the "Notice") of the requisite general meeting (the "General Meeting") to be held at 11.00 a.m. on 20 October 2014.

The Circular also contains the Company's unaudited interim results (the "Interim Results") for the six month period ended 30 June 2014, as announced on 29 September 2014.

The Circular (containing the Notice and the Interim Results) will be made available later today on the Company's website at www.nighthawkenergy.com.

1. Introduction

Your Board announced on 29 September 2014 that the Company had completed an agreement with Commonwealth Bank of Australia for a senior secured revolving US$100 million reserve based lending facility. The RBL Facility has a maturity of four years and an initial borrowing base of US$35 million. Further availability under the RBL Facility is expected as future reserves and production grow. These arrangements, combined with the Company's restructuring and reduction of unsecured loans also announced on 29 September 2014, will provide the Company with access to low cost borrowings and the ability to invest to continue the rapid pace of development delivered over the past two years.

2. Background to and reasons for the proposed amendment to the Articles

Over the past two years Nighthawk has established a solid foundation for future expansion by focusing on rapid growth in production and cash generation. The Company has a relatively low cost base, both operational and overheads, and all free cash generated has been reinvested in drilling, development and geoscience.

The RBL Facility with CBA has enabled the restructuring of the Company's debt thereby reducing debt service costs significantly. Looking forward, the RBL Facility provides the Company with access to borrowings at a low cost of capital and the ability to invest in drilling and acreage to continue the rapid pace of development that the Company has delivered over the past two years.

Under the current borrowing powers set out in the Articles, the Directors' borrowing powers are limited to the greater of £20 million and an amount equal to 2.5 times the Adjusted Capital and Reserves (as defined in the Articles, but broadly comprising the Company's paid up share capital, capital and revenue reserves and profit and loss account, subject to certain adjustments).

In order for the Company to be able to utilise the full amount which may become available under the RBL Facility and in recognition of the corresponding growth in the Company's assets over the past two years, the Board proposes to increase the Directors' current borrowing powers set out in the Articles. Accordingly it is proposed that the Directors' borrowing powers be increased to the greater of US$100 million and an amount equal to 2.5 times the Adjusted Capital and Reserves.

3. The General Meeting

Set out on page 7 of the circular being posted to Shareholders today is a notice convening the General Meeting to be held at 11.00 a.m. on 20 October 2014 at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London EC2Y 9SS at which the Resolution will be proposed.

The Resolution, which will be proposed as a special resolution, is to approve the increase in the Directors' borrowing powers set out in the Articles as described in paragraph 2 above.

4. Action to be taken

A Form of Proxy for use at the General Meeting is appended to the circular being posted to Shareholders today. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned, using the reply paid envelope provided, to the Company's registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible, but in any event so as to be received by no later than 11.00 a.m. on 16 October 2014. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

5. Intentions to vote

The Company has received intentions to vote in favour of the Resolution from shareholders holding 155,740,957 Ordinary Shares representing approximately 16.2 per cent. of the Company's issued share capital which is eligible to vote on the Resolution.

Together with the Board's beneficial holdings referred to in "6. Recommendation" below, the Company has received total intentions to vote in favour of the Resolutions from shareholders holding 318,205,891 Ordinary Shares representing approximately 33.2 per cent. of the Company's issued share capital which is eligible to vote on the Resolution.

6. Recommendation

The Directors consider the proposed amendment to the Articles to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 162,464,934 Ordinary Shares, representing approximately 16.9 per cent. of the existing issued ordinary share capital of the Company eligible to vote on the Resolution.

Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Circular.

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