Baron Oil PLC (AIM:BOIL) REX Retail Offer

Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration company, announces a retail offer via REX (the “REX Retail Offer”) of up to 833,333,333 new ordinary shares (“Ordinary Shares”) of 0.025 pence each in the capital of the Company (the “REX Retail Offer Shares”).

In addition to the REX Retail Offer, the Company is also conducting a placing and subscription of a total of 4,166,666,667 new Ordinary Shares (the ” Placing and Subscription Shares ” ) to raise £ 5 million before expenses (the ” Placing and Subscription ” ) at a price of 0.12 pence per new Ordinary Share (the “Issue Price”) . The issue price of the REX Retail Offer Shares is equal to the Issue Price.

A separate announcement has been made earlier today by the Company regarding the Placing and Subscription and other matters. For the avoidance of doubt, the REX Retail Offer is not part of the Placing and Subscription.

Completion of the REX Retail Offer is conditional, inter alia, upon on the Placing and Subscription Shares being admitted to trading on the AIM market ( “AIM” ) of the London Stock Exchange plc (“London Stock Exchange”) . It is anticipated that an application will be made to London Stock Exchange for the Placing and Subscription Shares and the REX Retail Shares (once the final number of REX Retail Shares to be issued is determined ) to be admitted to trading on the AIM (“Admission”). It is currently anticipated that Admission will become effective, and that dealings in the Placing and Subscription Shares and Rex Retail Shares will commence on AIM, at 8.00 a.m. on 29 November 2022.

Completion of the Placing and Subscription is not conditional on the completion of the REX Retail Offer.

REX Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the REX Retail Offer.

Therefore the Company is making the REX Retail Offer open to eligible investors in the United Kingdom following release of this announcement through certain financial intermediaries.

Existing shareholders can contact their broker or wealth manager to participate in the REX Retail Offer. The following Intermediaries have already confirmed their participation in the offer:

· AJ Bell Securities Ltd

· Hargreaves Lansdown Asset Management Limited

· Interactive Investor Services Limited

· Jarvis Investment Management Ltd.

The REX Retail Offer is expected to close by 6:00 pm on 15 November 2022. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the REX Retail Offer on behalf of existing retail shareholders, should contact [email protected].

To be eligible to participate in the REX Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof or will be, prior to placing an order for REX Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the REX Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the REX Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for REX Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The REX Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the REX Retail Offer that the total value of the REX Retail Offer Shares available for subscription at the Issue Price does not exceed £1,000,000.

The REX Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The REX Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the REX Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for REX Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the REX Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For further information, please contact:

Baron Oil Plc

+44 (0 ) 20 7117 2849

Andy Yeo, Chief Executive

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