San Leon Energy : Admission Document & EGM Notice

H&P Advisory Limited ("Hannam & Partners"), which is authorised and regulated in the UK by the FCA, is acting as Joint Financial Adviser to the Company. Hannam & Partners is acting exclusively for the Company and for no one else. Hannam & Partners will not regard any other person (whether or not a recipient of this Document) as its customer in relation to the Re-Admission and will not be responsible to any other person for providing the protections afforded to customers of Hannam & Partners or for providing advice in relation to the Re-Admission or any transaction or arrangement referred to in this Document.

A notice convening an Extraordinary General Meeting to be held at the Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland at 11:30 am on 5 August 2022 is set out at the end of this Document. The accompanying Form of Proxy for use at the Extraordinary General Meeting should be completed and returned to the Company at Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland as soon as possible and to be valid must arrive by no less than 48 hours prior to the time appointed for the EGM. Please refer to the additional information in Part 13 of this Document. However, please note that persons holding shares through the Euroclear Bank or CREST (via CDI) systems must also comply with any additional voting deadlines imposed by the Euroclear Bank system (expected to be 10:30 am (Irish Time) on 3 August 2022) and the Broadridge system (expected to be two business days prior to Euroclear Bank's voting instruction deadline. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the EGM through the respective systems.

The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting, or any adjournment thereof, should you wish to do so.

Further instructions on how to appoint a proxy are set out in the notes to the Notice of EGM and on the Form of Proxy.

Copies of this Document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of the Company, 3300 Lake Drive, Citywest Business Campus, Dublin 24, Ireland D24 TD21 and at the Company's website, www.sanleonenergy.com from the date of this Document until the date which is one month from the date of Re-Admission, except that this Document will not be available to residents in, and should not be forwarded or transmitted into, any jurisdiction where doing so may constitute a violation of local securities law.

IMPORTANT INFORMATION

None of the Existing Ordinary Shares, the New Ordinary Shares nor the Preference Shares have been and they will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Existing Ordinary Shares, the New Ordinary Shares or the Preference Shares in the United States or elsewhere. The New Ordinary Shares and the Preference Shares are not being offered and sold outside the United States in offshore transactions as such terms are defined in, and in reliance on, Regulation S under the Securities Act. None of the Existing Ordinary Shares, the New Ordinary Shares nor the Preference Shares have been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Existing Ordinary Shares, the New Ordinary Shares or the Preference Shares or the accuracy or adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

This Document is not being and may not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into the United States and persons receiving this Document (including brokers, custodians, trustees and other nominees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send this Document in or into the United States. None of the Existing Ordinary Shares, the New Ordinary Shares nor the Preference Shares have been and they will not be registered or qualified for distribution to the public under the securities legislation of any province or territory of Australia, Canada, Japan or South Africa or in any country, territory or jurisdiction where to do so may contravene local securities laws or regulations. Accordingly, none of the Existing Ordinary Shares, the New Ordinary Shares and the Preference Shares may, subject to certain exemptions, be offered or sold directly or indirectly in or into, or to any national, citizen, or resident of Australia, Canada, Japan or South Africa.

The distribution of this Document in or into other jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore persons into whose possession this Document comes, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. This Document is being sent into Australia, Canada, Japan and South Africa only to Shareholders for information in connection with the EGM and does not constitute an offer to sell, or a solicitation of an offer to buy, Existing Ordinary Shares, New Ordinary Shares or Preference Shares to or from any Shareholder in Australia, Canada, Japan or South Africa.

FORWARD-LOOKING STATEMENTS

This Document contains (or may contain) certain forward-looking statements with respect to the Company, the Group and the Enlarged Group and certain of the current plans, goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. The Company cautions that no forward-looking statements are a guarantee of future performance and that actual results could differ materially from those contained in such forward-looking statements.

Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "proposes to", "goal", "believe", "will", "would", "could", or other words of similar meaning.

By their nature, forward-looking statements involve known and unknown risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market- related risks such as changes in the price of oil and/or gas or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices as regards the interpretation and application of standards under the IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future exploration, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's, the Group's or the Enlarged Group's actual future results may differ materially from the plans, goals and expectations set forth in the forward-looking statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company's, the Group's or the Enlarged Group's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, Shareholders or prospective investors should not place any reliance on forward-looking statements.

Any forward-looking statements made in this Document by or on behalf of the Company, the Group's or the Enlarged Group speak only as at the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Document to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances upon which any such statement is based.

BASIS ON WHICH INFORMATION IS PRESENTED

Various figures and percentages in tables in this Document, including financial information, have been rounded and accordingly may not total exactly. As a result of this rounding, the totals of data presented in this Document may vary slightly from the actual arithmetical totals of such data.

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NO INCORPORATION OF WEBSITE INFORMATION

The contents of the Company's website, any website mentioned in this Document or any website directly or indirectly linked to these websites have not been verified and do not form part of this Document and prospective investors should not rely on such information.

TECHNICAL INFORMATION AND EXTRACTION OF INFORMATION FROM THE COMPETENT PERSON'S REPORT

This Document contains cross-references to information contained in the Competent Person's Report set out in Part 7 of this Document. The Company confirms that the information which has been extracted from the Competent Person's Report has been accurately reproduced and that so far as the Company is aware and is able to ascertain from the Competent Person's Report, no facts have been omitted which would render the extracts inaccurate or misleading. PetroVision, the Competent Person, has reviewed the information contained in this Document which relates to information contained in the respective Competent Person's Report and has confirmed in writing to the Company, and Allenby Capital, that the information presented is accurate, balanced and complete and not inconsistent with the Competent Person's Report. Reserve and resource classification, a glossary of terms, reserve and resource definitions and abbreviations sections are contained within the Competent Person's Report on pages 239 to 243 of this Document, which relate to certain terms used in the Competent Person's Report.

In order to conform to the AIM Note for Mining, Oil & Gas Companies (June 2009) published by the London Stock Exchange, PetroVision has compiled the Competent Person's Report to conform with Petroleum Resources Management System (PRMS) (2018) and the PRMS Guidelines (2011) sponsored by the Society of Petroleum Engineers (SPE), The American Association of Petroleum Geologists (AAPG), The World Petroleum Congress (WPC) and the Society of Petroleum Evaluation Engineers (SPEE).

REFERENCES TO DEFINED TERMS

Certain terms used in this Document are defined and certain technical and other terms used in this Document are explained at the sections of this Document under the heading "Definitions" and "Glossary of terms".

PRESENTATION OF MARKET AND OTHER DATA

Market and economic data used throughout this Document are sourced from various independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

COVID-19 NOTICE

While we expect the EGM to proceed as planned on 5 August 2022, the health and safety of our shareholders, colleagues and advisers is a primary concern for the Company and its Board, who are closely monitoring developments relating to the COVID-19 pandemic ("COVID-19") and guidance issued by the Government of Ireland in relation to COVID-19. We will take all recommendations and applicable law into account in the conduct of the EGM. Shareholder participation and engagement remain important to the Company and we note the ongoing risk of the COVID-19 pandemic.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the conduct of the EGM, including any changes to the arrangements outlined in this Document, will be announced via a Regulatory Information Service and will be available on the website of the Company at www.sanleonenergy.com. Shareholders should monitor the Company's website for update announcements regarding the EGM in the event that circumstances change. Shareholders are also encouraged to keep up to date with the advice and guidance of the Government of Ireland and the Health Service Executive in relation to COVID-19.

GOVERNING LAW

Unless otherwise stated, statements made in this Document are based on the law and practice currently in force in England and Wales. The date of this Document is 8 July 2022.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication date of this Document

Latest time and date for receipt of Forms of Proxy

EGM

Publication date of the Supplementary Admission Document

Latest time and date for dealing in the Existing Ordinary

Shares on AIM

Record date and time for the Subdivision

Effective date for the Subdivision

Share accounts in Euroclear credited (where applicable) with entitlements to the New Ordinary Shares and Preference Shares Share certificates (where applicable) for the New Ordinary Shares and Preference Shares dispatched

Illustrative timing for completion of the Further ELI Investments

Execution of the New Eroton Debt Facilities, Execution of the

Sahara OML 18 Acquisition Agreement

Illustrative timing for completion of the Eroton OML18 Transactions

Illustrative timing for completion of the MLPL Reorganisation, issue

of the MLPL New Shares, Re-Admission and issue of the Preference Shares Illustrative timing for completion of the ELI Reorganisation and ELI Reorganisation Shares Admission

Notes:

It is emphasised that the MLPL Reorganisation is conditional, amongst other things, on the Eroton OML 18 Transactions being entered into and completing. Whilst the Sahara OML 18 Acquisition Agreement has been negotiated it is not expected to be entered into until after the New Eroton Debt Facilities have been entered into and the funds are available and the Bilton OML 18 Acquisition Agreement has been executed, subject to certain conditions, they are dependent on, inter alia, the New Eroton Debt Facilities being entered into and becoming unconditional and being drawn down. Furthermore, the New Eroton Debt Facilities are subject to definitive documentation being entered into and additional conditions to drawdown which will have to be satisfied prior to utilisation of the facilities and for the entry into and completion of the Sahara OML 18 Transaction and the Bilton OML 18 Transaction. These matters are not under the Company's control. Only once the New Eroton Debt Facilities have been drawn down, the Eroton OML 18 Transactions have been executed and completed and the other conditions to the MLPL Reorganisation have been satisfied will the Company be able to proceed with the MLPL Reorganisation and Re-Admission. There can therefore be no guarantee that the MLPL Reorganisation and Re- Admission will occur.

Accordingly, it should be noted that:

(i) Each of the times and dates above is subject to change;

(ii) Any such change and any other material developments in connection with Re-Admission known to the Company will be notified by an announcement on a Regulatory Information Service; and

(iii) All times referred to in this Document are, unless otherwise stated, references to London, UK, time.

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