Schedule One - Kistos plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Kistos plc ("Kistos" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

9th Floor

107 Cheapside

London

EC2V 6DN

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.kistosplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

As announced by the Company on 12 March 2021, Kistos has agreed to acquire the entire issued and outstanding share capital of Tulip Oil Netherlands B.V. ("TON") from Tulip Oil Holding B.V. (the "Vendor"), subject to customary conditions precedent (the "Acquisition").

TON, via its wholly-owned subsidiary, Tulip Oil Netherlands Offshore B.V. ("TONO" and, together with TON, "Tulip"), owns an majority (60%) interest in the Q10-A offshore gas field (with the remaining 40% being held by joint venture partner, EBN) together with interests in a suite of offshore exploration and production licences in the Dutch North Sea.

The Q10-A field straddles licence blocks Q07 and Q10a, has 2P reserves of 19.95 mmboe and generated total net production of 5.47 mboe/d in the year ended 31 December 2020. The remaining gas field discoveries, the Q11-B, Q10-B, M10a and M11 fields, in aggregate comprise 312 bcf of gas, equating to 56.2 mmboe of unrisked contingent resources, providing material growth opportunities for Kistos going forward. In addition, the Q10-A Vlieland oil discovery is estimated to hold net contingent resources of 42.9 mmboe, resulting in an overall 2P reserves and 2C resources position of 19.95 mmboe reserves plus 99.1 mmboe 2C resources as at 1 January 2021.

The Q10-A platform primarily generates power through solar and wind generation. As a result, the Q10-A field Scope 1 emissions intensity from production operations were significantly below the North Sea average. The Directors accordingly consider that the Acquisition is in line with the Company's strategy to acquire assets with a role in the energy transition.

The headline consideration payable by the Company to the Vendor to be satisfied at completion of the Acquisition amounts to EUR 222.75 million. Contingent consideration of up to EUR 163 million (based on an exchange rate of $1.19: EUR 1) is payable based on the achievement of certain development milestones. Completion of the Acquisition is conditional on, inter alia, Admission.

The Acquisition constitutes a reverse takeover for the purposes of Rule 14 of the AIM Rules for Companies. As a result, the Acquisition requires to be approved by Kistos shareholders by way of an ordinary resolution at a general meeting of the Company to be held as a remote meeting only at 11.00 a.m. on 14 May 2021.

Upon completion of the Acquisition, the Company expects to cease to be an investing company under the AIM Rules for Companies and instead become a trading company. The Directors confirm that they will continue to seek complementary asset and business acquisitions with a role in energy transition and which support the low carbon agenda.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of nominal value 10 pence each in the capital of the Company ("Ordinary Shares") for which Admission which will be sought: 82,863,743.

Issue price per Ordinary Share: 155 pence per Ordinary Share

There are no restrictions as to transfer of Ordinary Shares.

No Ordinary Shares to be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £52.5 million

Anticipated market capitalisation on Admission: £128.4 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

29.3%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As far as the Company is aware, the below is the list of significant shareholders and their respective interests in the Company's share capital both prior to and on Admission:

* 6,000,000 Ordinary Shares held by Mr Austin and 7,500,000 Ordinary Shares held within his self-invested personal pension scheme ("SIPP").

** Post Admission, 6,000,000 Ordinary Shares will be held by Mr Austin and 8,145,162 Ordinary Shares will be held within his SIPP.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) Accounting reference date: 31 December

(ii) 31 December 2020

(iii)

- 30 September 2021 (unaudited interim results for the period from 14 October 2020, the date of the Company's incorporation, to 30 June 2021)

- 30 June 2022 (audited results for the period from 14 October 2020, the date of the Company's incorporation, to 31 December 2021)

- 30 September 2022 (6 months unaudited results to 30 June 2022)

EXPECTED ADMISSION DATE:

17 May 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.kistosplc.com

The admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The UK Corporate Governance Code.

DATE OF NOTIFICATION:

23 April 2021

NEW/ UPDATE:

New