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Providence Resources - Proposed conditional fundraising to raise approximately US$3.0 million

Dublin and London – 6 April, 2020 – Providence Resources P.l.c. (PVR LN, PRP ID), the Irish based energy company (“Providence” or the “Company”), announces its intention to conditionally raise approximately $3.0 million (before expenses) (the “Fundraising”) through the issue of Placing Securities and Subscription Securities (each of which shall comprise one New Ordinary Share, one 3p Warrant and one 9p Warrant) at a price of 1.5p each (the “Issue Price”). The Fundraising comprises a placing to institutional and other investors to raise approximately £2.15 million (equivalent to approximately US$2.63 million) (before expenses) (the “Placing”) and a subscription by SpotOn Energy Limited (“SpotOn Energy”) to raise £0.30 million (equivalent to approximately US$0.37 million), as described further below (the “Subscription”). The Issue Price represents a discount of 13 per cent. to the closing price of 1.73p on 3 April 2020, being the latest practicable date on which the Company’s shares traded on AIM and Euronext Growth ahead of this announcement. The Placing is being conducted through an accelerated bookbuild process (the “Bookbuild”) which is managed by Cenkos, Davy and Mirabaud, the Company’s brokers (together the “Joint Bookrunners”). The Bookbuild will open with immediate effect following release of this announcement. The amount to be raised pursuant to the Fundraising and the number of Placing Securities to be issued in the Placing will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the number of Placing Securities to be issued will be announced as soon as practicable after the close of the Bookbuild. All of the Directors and certain members of the Company's senior management team have indicated that they intend to participate in the Placing. Term Sheet with SpotOn Energy in relation to Barryroe The Company is also pleased to announce that it has agreed a non-binding and non-exclusive heads of terms (the “Term Sheet”) with SpotOn Energy in relation to the farm out of Standard Exploration Licence (“SEL”) 1/11 which contains the Barryroe oil and gas field (“Barryroe”). SEL 1/11 is operated by EXOLA DAC ("EXOLA", 80%), a wholly-owned subsidiary of Providence, on behalf of its partner, Lansdowne Celtic Sea Limited (20%) (“Lansdowne” and, together with EXOLA, the “Barryroe Partners”). Pursuant to the Term Sheet, the Company has granted SpotOn Energy a period of exclusivity until October 31, 2020 during which time SpotOn Energy will, working in collaboration with Providence, seek to agree an appraisal work programme for the Barryroe field and develop commercial terms with the aim of concluding a binding farm out agreement within that period. SpotOn Energy is a Norwegian company, registered in the UK, which takes a progressive approach to cost effective offshore oil and gas field development, working with a consortium of world leading services providers to deliver development projects. The SpotOn Energy team has extensive experience designing and constructing semi-submersible drilling rigs for North Sea deployment and also in the design, development and asset integrity management of offshore facilities. The Company is also pleased to confirm that SpotOn Energy has confirmed that it has agreed to invest an initial £300,000 into the Company by subscribing directly with the Company for Subscription Securities pursuant to the Subscription and that it intends to make a further investment of £200,000 within six weeks of this announcement through a subscription for new Ordinary Shares at the prevailing market price. A further update will be issued in due course. Background to and reasons for the Fundraising The Company has now completed a re-engineering of its business and has materially reduced its running costs. In addition, a review of the Company's exploration portfolio is now complete and is expected to result in additional licence and work programme cost reductions through 2020. As previously announced, the capital raising in September 2019 provided working capital only in respect of general, administrative and licence operating costs for the period to the beginning of February 2020. While this period has been extended (as announced by the Company in its announcement dated 13 February 2020), the Company has an urgent need for additional working capital in order to allow it to continue as a going concern beyond this date and to allow it to continue the Barryroe farm out process with SpotOn Energy. Shareholders should note that, if the Fundraising is not successful, the Company’s ability to continue as a going concern beyond mid-May 2020 will be materially compromised and the outcome of the Barryroe farm out process will be negatively impacted. Use of Proceeds It is anticipated that the proceeds of the Fundraising will be used principally to provide general working capital for the business to cover general administration, licencing and Placing costs, until April 2021. In the event that the amount raised pursuant to the Fundraising is increased as a result of excess demand, this will provide the Company with additional working capital which will take it beyond this date and ensure greater financial flexibility. Current Trading & Prospects Business Re-Structuring and Prospects The Company recently completed a detailed business re-structuring which included the appointment of a new CEO, Alan Linn, and the implementation of a significant reduction in the Company’s ongoing cost base. Since his appointment, Mr Linn has also completed a review of the Company's asset base and intends to concentrate business activity and resources on building the value of the Barryroe project by implementing an appraisal work programme targeting the eastern and central locations within the Barryroe field. As outlined above, pursuant to the Term Sheet agreed with SpotOn Energy, the Company has granted SpotOn Energy a period of exclusivity until October 31, 2020 during which time SpotOn Energy will, working in collaboration with the Company, seek to agree an appraisal work programme for the Barryroe field and develop commercial terms with the aim of concluding a binding farm out agreement within that period. Barryroe site survey On 9 August 2019, the Company announced that the Barryroe Partners had received permission from the Minister of State at the Department of Communications, Climate Action and Environment to undertake a seabed debris clearance, environmental baseline and habitat assessment site survey over the area of the Barryroe field within SEL 1/11. The survey was completed successfully within budget on 16 September 2019. With the Company reverting to its original appraisal programme it is important to commence the planning preparation work and submit the necessary application required in order to provide timing certainty for the commencement of the appraisal work programme. To this end, the Company recently submitted a planning application to undertake a site survey on a third Barryroe field appraisal location. Importance of the Fundraising Shareholders should note that, if the Company does not receive the proceeds of the Fundraising, the Company’s ability to continue as a going concern will be materially compromised. The Company would, in such circumstances, have to attempt to seek alternative forms of finance in a short time frame and undertake other activities such as delaying or reducing capital expenditure as a matter of urgency. There is a substantial risk that the Company would be unable to secure alternative forms of finance at all or on commercially acceptable terms. If the Company was unable to secure alternative forms of finance at all or on commercially acceptable terms, this would have a material adverse effect on the Company’s ability to operate on a going concern basis (in addition to impacting on its business, financial condition, prospects, capital resources, cash flows, share price, liquidity, results and/or future operations). Subject to the successful conclusion of the Fundraising, the net proceeds of Fundraising are expected to be received by the Company on 6 May 2020. The Warrants Two classes of Warrants, the 3p Warrants and the 9p Warrants will be issued to Placees and Subscribers. Placees and Subscribers will be issued one 3p Warrant and one 9p Warrant for each Placing Share or Subscriber Share (as appropriate) acquired by them in the Fundraising. The 3p Warrants will entitle holders to be able to subscribe for one new Ordinary Share for each Warrant held at an exercise price of £0.03 per Ordinary Share at any time for a period of 12 months following Admission of the New Ordinary Shares. The 9p Warrants will entitle holders to be able to subscribe for one new Ordinary Share for each Warrant held at an exercise price of £0.09 per Ordinary Share at any time for a period of 24 months following Admission of the New Ordinary Shares. If the Warrants are not exercised by their respective final exercise dates (being, in respect of the 3p Warrants, the date falling 12 months following Admission of the New Ordinary Shares and, in respect of the 9p Warrants, the date falling 24 months following Admission of the New Ordinary Shares) the Warrants shall lapse and shall no longer be capable of being exercised. The Warrants will be non-transferable and issued in registered form, with the register of Warrants being kept by the registrar of the Company. Warrant certificates representing the relevant number of Warrants to be issued to Placees and Subscribers, are expected to be despatched by post within 14 Business Days of Admission, at the sole risk of warrant holders. Details of the Fundraising The Placing The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together, the "Announcement"). Application will be made to the London Stock Exchange and Euronext Dublin for the New Ordinary Shares to be admitted to trading on AIM and Euronext Growth. It is expected that admission to trading on each exchange ("Admission") will become effective and that dealings in the New Ordinary Shares will commence on AIM and Euronext Growth at 8.00 a.m. on 6 May 2020. The New Ordinary Shares will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of those Ordinary Shares and will otherwise rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares in the Company. The Placing is conditional upon, amongst other things: the Joint Bookrunners and the Company agreeing the number of Placing Securities at the close of the Bookbuild; the passing of the Placing Resolutions without amendment to be proposed at the General Meeting; the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; the Subscription Agreement having become unconditional (save for Admission); and Admission taking place by no later than 8.00 a.m. on 6 May 2020 (or such later date as the Joint Bookrunners may agree in writing with the Company, being not later than 8.00 a.m. on 20 May 2020). If any of the conditions are not satisfied, the Placing Securities and the Subscription Securities will not be issued and Admission of the New Ordinary Shares will not take place. Pursuant to the Placing Agreement, the Joint Bookrunners, as agents for the Company, have agreed to use their reasonable endeavours to procure subscribers for the Placing Securities at the Issue Price. The Placing Agreement contains customary warranties given by the Company in favour of the Joint Bookrunners in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Company and its business. Under the Placing Agreement, the Company has agreed to pay to the Joint Bookrunners a commission based on the aggregate value of the Placing Securities placed at the Issue Price and to Cenkos and Davy a corporate fee for the Placing. The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of any of the warranties or a material adverse change. The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees and expenses. The Placing Securities have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so. The Subscription The Company has entered into a subscription agreement with SpotOn Energy dated 5 April 2020 (the "Subscription Agreement") pursuant to which SpotOn Energy has agreed, conditional upon Admission occurring and the Placing Agreement becoming unconditional in all respects and not having been terminated on or before Admission, to subscribe for 20,000,000 Subscription Securities at the Issue Price. The Subscription Agreement contains customary representations and warranties: a) from the Company in favour of SpotOn; and b) from SpotOn in favour of the Company. This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this Announcement (which forms part of this Announcement). By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Securities, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

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