REG - Petrichor Partners Egdon Resources PLC - RECOMMENDED CASH OFFER

Egdon ResourcesAnnouncement

17/05/2023 07:17

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RNS Number : 6623Z  Petrichor Partners LP  17 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

FOR IMMEDIATE RELEASE

17 May 2023

RECOMMENDED CASH ACQUISITION

of

EGDON RESOURCES PLC

by

PETRICHOR PARTNERS, LP

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and highlights

·      The board of directors of Egdon Resources plc ("Egdon") are
pleased to announce that they have reached agreement with Petrichor Partners,
LP ("Petrichor") with regard to the terms of a recommended all cash
acquisition by Petrichor of the entire issued and to be issued ordinary share
capital (other than those shares already owned by or on behalf of Petrichor)
of Egdon (the "Acquisition").

·      Under the terms of the Acquisition, which will be effected by a
scheme of arrangement under the Companies Act and therefore be subject to
shareholder approval and Court approval (and the Conditions and further terms
set out in Appendix 1 to this announcement and to be set out in the Scheme
Document), Egdon Shareholders who are on the register of members of Egdon at
the Scheme Record Time will be entitled to receive:

4.5 pence for each Egdon Share ("Cash Consideration")

·      The Acquisition values the entire issued and to be issued share
capital of Egdon at approximately £26.64 million on a fully diluted basis and
the price of 4.5 pence per Egdon Share represents a premium of approximately:

o  96 per cent. to the Closing Price of 2.3 pence per Egdon Share on 16 May
2023 (being the last Business Day before the commencement of the Offer
Period);

o  92 per cent. to the volume-weighted average price of 2.35 pence per Egdon
Share for the one-month period ended 16 May 2023 (being the last Business Day
before the commencement of the Offer Period); and

o  78 per cent. to the volume-weighted average price of 2.53 pence per Egdon
Share for the three-month period ended 16 May 2023 (being the last Business
Day before the commencement of the Offer Period).

·      If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of capital or value
is announced, declared, made or paid by Egdon or becomes payable by Egdon in
respect of the Egdon Shares, Petrichor reserves the right to reduce the
consideration payable under the terms of the Acquisition of the Egdon Shares
by an amount up to the amount of such dividend and/or distribution and/or
other return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. Any
exercise by Petrichor of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the Scheme
or the Acquisition. In such circumstances, Egdon Shareholders would be
entitled to receive and retain any such dividend and/or other distribution
and/or return of capital or value.

·      It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act.

Recommendation

·      The Egdon Directors, who have been so advised by VSA Capital as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Egdon
Directors, VSA Capital has taken into account the commercial assessments of
the Egdon Directors. VSA Capital is providing independent financial advice to
the Egdon Directors for the purposes of Rule 3 of the Takeover Code.

·      Accordingly, the Egdon Directors intend to recommend unanimously
that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and
that Egdon Shareholders vote in favour of the Resolution to be proposed at the
General Meeting as the Egdon Directors who hold Egdon Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of 14,648,773
Egdon Shares in aggregate, representing approximately 2.69 per cent. of
Egdon's issued share capital on 16 May 2023 (being the last Business Day
before the date of this announcement).

Irrevocable undertakings

·      Petrichor has received irrevocable undertakings from each of the
Egdon Directors that hold Egdon Shares to vote in favour of the resolutions
relating to the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by a Takeover Offer, to accept such Takeover
Offer), in respect of a total of 14,648,773 Egdon Shares, representing, in
aggregate, approximately 2.69 per cent. of the ordinary share capital of Egdon
in issue on 16 May 2023 (being the last Business Day before the date of this
announcement).

·      Petrichor has also received irrevocable undertakings from Harbour
Energy plc and Union Jack Oil plc in respect of a total of 62,733,333 Egdon
Shares to vote in favour of the resolutions relating to the Acquisition at the
Meetings (or in the event that the Acquisition is implemented by a Takeover
Offer, to accept such Takeover Offer), representing, in aggregate,
approximately 11.53 per cent. of the ordinary share capital of Egdon in issue
on 16 May 2023 (being the last Business Day before the date of this
announcement).

·      In total, therefore, Petrichor has received irrevocable
undertakings, including those irrevocable undertakings from the Egdon
Directors who own Egdon Shares, in respect of, in aggregate, 77,382,106 Egdon
Shares, representing approximately 14.23 per cent. of the issued ordinary
share capital of Egdon on 16 May 2023 (being the last Business Day before the
date of this announcement).

·      Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.

Background to and reasons for the Acquisition

·      Petrichor, a partnership of which the general partner is HEYCO
International, Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc..
The ultimate parent company of HEYCO Energy Group, Inc. and Petrichor is
Explorers Petroleum Corp, which is controlled by George Yates. HEYCO Group is
an upstream energy portfolio group that delivers strategy, sophisticated
technology, and capital to oil and gas exploration projects in the United
States and Europe.

·      Through Petrichor and other entities, HEYCO Group has invested
in and provided technical advice to Egdon for more than two decades (and since
2016 has been a substantial shareholder in Egdon). The acquisition of Egdon
adds to HEYCO Group's expanding portfolio in Europe following the acquisition
of a gas field in Northern Spain and the opening of a Madrid office in 2022.

·      HEYCO Group believes the timing is right to acquire Egdon and
take it private, as HEYCO Group believes that the public market continues to
undervalue its assets, including the impressive Wressle development. Bringing
Egdon into the HEYCO Group will create efficiencies, economies of scale, and,
most importantly, add valuable assets and experienced personnel to its
portfolio. Additionally, owning Egdon will allow HEYCO Group to more
efficiently deploy capital and human resources to its most valuable projects
across the UK, as well as Spain and the United States.

·      HEYCO Group believes that fossil fuels remain critical for the
UK's future and that Egdon is strategically positioned for that future with
its conventional projects as well as with opportunities for gas storage,
hydrogen, geothermal, and renewable generation.

Information relating to Petrichor

·      Petrichor, a partnership of which the general partner is HEYCO
International, Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc..
The ultimate parent company of HEYCO Energy Group, Inc. and Petrichor is
Explorers Petroleum Corp, which is controlled by George Yates. HEYCO Group is
an upstream energy portfolio group that delivers strategy, sophisticated
technology, and capital to oil and gas exploration projects in the United
States and Europe.

·      HEYCO Group's core strengths are technical knowledge and
management experience delivered by a team with proven expertise in geology,
geophysics, reservoir engineering, international negotiation, drilling and
production, and land and operations management.

·      One of the few U.S. independent oil and gas companies with
significant exposure in Europe, HEYCO Group has been strategically investing
in the continent's conventional and unconventional plays for more than 20
years. HEYCO Group was part of the group that commenced production at the
Avington field in southern England in 2007 and is the parent company of a
current UK licence holder.

·      Headquartered in Dallas, Texas, and with offices in Roswell, New
Mexico, and Madrid, Spain, HEYCO Group is privately owned by members of the
Yates family of Southeastern New Mexico who have been active in the oil and
gas industry since the 1920s.  Chairman and CEO George Yates is the grandson
of pioneer oilman Martin Yates, who with his partners discovered the first
commercial oil well on state lands in New Mexico in 1924. For several decades,
HEYCO Group operated in the Permian Basin, specifically in the Delaware Basin,
with lease positions in all of the noteworthy horizontal plays.

Timetable and Conditions

·      It is intended that the Acquisition will be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Petrichor reserves the right to effect the Acquisition by way of a
Takeover Offer, subject to the consent of the Panel).

 

·      The terms of the Acquisition will be put to the Scheme
Shareholders at the Court Meeting and to the Egdon Shareholders at the General
Meeting. In order to become Effective, the Scheme must be approved by a
majority in number of Scheme Shareholders, present and voting (and entitled to
vote) at the Court Meeting, whether in person or by proxy, representing 75 per
cent. or more in value of the Scheme Shares held by those Scheme Shareholders
(or the relevant class or classes thereof). In addition, at the General
Meeting to implement the Scheme, the Resolution must be passed by Egdon
Shareholders representing at least 75 per cent. of the votes validly cast on
the Resolution, whether in person or by proxy. The General Meeting will be
held immediately after the Court Meeting. A copy of the Scheme Court Order
must be delivered to the Registrar of Companies for registration, upon which
the Scheme will become Effective.

 

·      The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 to this announcement and to be set out in the
Scheme Document, which will also set out further details of the Acquisition.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Meetings, together with the Forms of Proxy,
will be published within 28 days of the date of this announcement (or such
later date as may be agreed by Petrichor and Egdon with the consent of the
Panel). An expected timetable of principal events will be included in the
Scheme Document.

 

·      The Acquisition is expected to become Effective in the third
calendar quarter of 2023, subject to satisfaction (or, where applicable,
waiver) of the Conditions and the further terms set out in Appendix 1.

Comments on the Acquisition

Commenting on the Acquisition, George M. Yates, Chairman & CEO of HEYCO
Group said:

·      "Mark Abbott and his team have built a very strong enterprise
with current production and a number of potential opportunities. As a
long-time shareholder, we have held the belief that the public market hasn't
fully recognized Egdon's full value. The acquisition allows us to more
effectively support Egdon by directly infusing capital and leveraging our
combined technical and managerial expertise. We are excited to continue
supporting Egdon and believe that, together, we can better advance Egdon's
strategic initiatives."

Commenting on the Acquisition, Mark Abbott, Managing Director of Egdon said:

·      "We have a high regard for Petrichor and the HEYCO Group and they
have been very supportive of Egdon over many years, helping us to get to the
stage of profitability that we have reached today. There is a good deal of
mutual respect between our groups and we are pleased that Egdon will continue
its activities in safe hands.  After considering all strategic options and
recognising the challenges, the recommended acquisition provides shareholders
with an opportunity to realise a cash exit at an attractive premium."

The above summary should be read in conjunction with, and is subject to, the
full text of this announcement (including its Appendices). The Acquisition
will be subject to the Conditions and other terms set out in Appendix 1 and to
the full terms and conditions which will be set out in the Scheme Document.
Appendix 2 contains bases and sources of certain information contained in this
announcement. Details of irrevocable undertakings  received are set out in
Appendix 3. Certain terms used in this summary and this announcement are
defined in Appendix 4.

Enquiries

 

 Egdon Resources plc                                                         +44 1256 702292

 Mark Abbott (Managing Director)

 VSA Capital Limited (financial adviser, joint broker and Rule 3 adviser to  +44 203 005 5000
 Egdon)

 Andrew Raca, Evon Chan, Matthew Harker (Corporate Finance)
 Petrichor Partners, LP                                                      + 1 214 396 7447

 Daniel Nix (VP of Communications)
 SPARK Advisory Partners Limited (financial adviser to Petrichor)            +44 203 368 3550

 Andrew Emmott/Neil Baldwin

 WH Ireland Limited (nominated adviser and joint broker to Egdon)            +44 207 220 1666

 Antonio Bossi, Chris Hardie, James Bavister

 

Fieldfisher LLP is acting as legal adviser to Petrichor in connection with the
Acquisition.

Norton Rose Fulbright LLP is acting as legal adviser to Egdon in connection
with the Acquisition.

DWF Law LLP is acting as legal adviser to SPARK in connection with the
Acquisition.

The person responsible for arranging the release of this announcement is
Walter Roberts, director and company secretary of Egdon.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Egdon in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of, or other
response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).

Egdon and Petrichor will prepare the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Offer Document) to be
distributed to Egdon Shareholders. Egdon and Petrichor urge Egdon Shareholders
to read the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) when it becomes available because it will
contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

Disclaimers

VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Egdon as financial adviser, joint broker
and Rule 3 adviser to Egdon and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Egdon for
providing the protections afforded to clients of VSA Capital or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither VSA Capital nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of VSA Capital in
connection with this announcement, any statement contained in this
announcement or otherwise.

SPARK Financial Advisers Limited ("SPARK"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Petrichor and for
no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Petrichor for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

WH Ireland, which is regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Egdon and no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Egdon for providing the protections afforded to clients
of WH Ireland, or for providing advice in relation to the matters referred to
in this announcement.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Takeover Code, and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.

The availability of the Acquisition to Egdon Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Egdon Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Petrichor or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

Notice to United States ("US") investors in Egdon

US holders of Egdon Shares should note that the Acquisition relates to the
shares of an English company with a listing on AIM and is being made by means
of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

However, if, in the future, Petrichor exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the offer into
the United States, the Takeover Offer will be made in compliance with
applicable United States tender offer and securities laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. The US
tax consequences of the Acquisition, if any, are not described herein. Each
Egdon Shareholder is therefore urged to consult with legal, tax and financial
advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US holders of Egdon Shares to enforce their rights and
any claims arising out of US federal laws, since Egdon is located in a non-US
jurisdiction, and some or all of its officers and directors may be residents
of a non-US jurisdiction. US holders of Egdon Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK
practice and, in the event it becomes applicable, pursuant to Rule 14e-5(b) of
the US Exchange Act, Petrichor, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Egdon Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
Any such purchases by Petrichor or its affiliated companies will not be made
at prices higher than the Cash Consideration provided in this announcement
unless the Cash Consideration is increased accordingly. Also, in accordance
with Rule 14e-5(b) of the US Exchange Act, in the event it becomes applicable,
VSA Capital will continue to act as an exempt principal trader in Egdon Shares
on the London Stock Exchange. If such purchases or arrangements to purchase
were to be made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply with
applicable law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Acquisition, or determined if
this announcement is accurate or complete. Any representation to the contrary
is a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Petrichor and Egdon contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Petrichor and Egdon
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Petrichor
and Egdon, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
Petrichor and Egdon believe that the expectations reflected in such
forward-looking statements are reasonable, Petrichor and Egdon can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Petrichor and Egdon operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Petrichor and Egdon
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither Petrichor nor Egdon, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations, neither Petrichor nor Egdon is under any obligation,
and Petrichor and Egdon expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10(th)
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Egdon for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Egdon.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Egdon's website at
www.egdon-resources.com/investors-2/disclaimer
(http://www.egdon-resources.com/investors-2/disclaimer) and Petrichor's
website at www. (http://www.heycoenergy.com/petrichor-partners)
heycoenergy.com/petrichor-partners
(http://www.heycoenergy.com/petrichor-partners) by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks is
incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Egdon Shareholders may
request a hard copy of this announcement (and any information incorporated by
reference in this announcement), free of charge, by contacting Neville
Registrars, the Receiving Agent to the Acquisition, during business hours on
+44 (0)121 585 1131 (from within the United Kingdom) or by submitting a
request in writing to Neville Registrars, Neville House, Steelpark Road,
Halesowen, West Midlands B62 8HD. Calls to this number are charged at network
providers standard rate and maybe included within free allowances (please
check with your network provider). Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open between 9.00
am to 5.00 pm, Monday to Friday excluding public holidays in England and
Wales.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Egdon Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Egdon may be
provided to Petrichor during the Offer Period as required under Section 4 of
Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Petrichor intends to exercise its rights to apply
the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire
compulsorily the remaining Egdon Shares in respect of which the Takeover Offer
has not been accepted.

Investors should be aware that Petrichor may purchase Egdon Shares otherwise
than under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the FSMA if you are
resident in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

FOR IMMEDIATE RELEASE

17 May 2023

RECOMMENDED CASH ACQUISITION

of

EGDON RESOURCES PLC

by

PETRICHOR PARTNERS, LP

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.         Introduction

The board of directors of Egdon Resources plc ("Egdon") and Petrichor
Partners, LP  ("Petrichor") are pleased to announce that they have reached
agreement on the terms of a recommended all cash acquisition by Petrichor of
the entire issued and to be issued ordinary share capital (other than those
shares already owned by or on behalf of Petrichor) of Egdon (the
"Acquisition").

2.         The Acquisition

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The
purpose of the Scheme is to enable Petrichor to acquire the issued and to be
issued Egdon Shares (other than those shares already owned by or on behalf of
Petrichor).

Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to be set out
in the Scheme Document, Egdon Shareholders who are on the register of members
of Egdon at the Scheme Record Time will be entitled to receive:

4.5 pence for each Egdon Share (the "Cash Consideration")

The Acquisition values the entire issued and to be issued share capital of
Egdon at approximately £26.64 million on a fully diluted basis, and the price
of 4.5 pence per Egdon Share represents a premium of approximately:

·      96 per cent. to the Closing Price of 2.3 pence per Egdon Share on
16 May 2023 (being the last Business Day before the commencement of the Offer
Period);

·      92 per cent. to the volume-weighted average price of 2.35 pence
per Egdon Share for the one-month period ended 16 May 2023 (being the last
Business Day before the commencement of the Offer Period); and

·      78 per cent. to the volume-weighted average price of 2.53 pence
per Egdon Share for the three-month period ended 16 May 2023 (being the last
Business Day before the commencement of the Offer Period).

If, on or after the date of this announcement and before the Effective Date,
any dividend, distribution or other return of capital or value is announced,
declared, made or paid by Egdon or becomes payable by Egdon in respect of the
Egdon Shares, Petrichor reserves the right to reduce the consideration payable
under the terms of the Acquisition of the Egdon Shares by an amount up to the
amount of such dividend and/or distribution and/or other return of capital or
value, in which case any reference in this announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. Any exercise by Petrichor of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Acquisition. In such
circumstances, Egdon Shareholders would be entitled to receive and retain any
such dividend and/or other distribution and/or return of capital or value.

It is expected that the Scheme Document, together with the Forms of Proxy,
will be published as soon as practicable and in any event within 28 days of
the date of this announcement (unless the Panel agrees otherwise). The Scheme
Document will include full details of the Scheme, together with notices of the
Court Meeting and the General Meeting and the expected timetable, and will
specify the action to be taken by Scheme Shareholders.

The Egdon Shares will be acquired fully paid and free from all liens, charges,
equitable interests, encumbrances and rights of pre-emption and any other
interests of any nature whatsoever and together with all rights attaching
thereto.

3.         Background to and reasons for the Acquisition

·      Petrichor, a partnership of which the general partner is HEYCO
International, Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc..
The ultimate parent company of HEYCO Energy Group, Inc. and Petrichor is
Explorers Petroleum Corp, which is controlled by George Yates. HEYCO Group is
an upstream energy portfolio group that delivers strategy, sophisticated
technology, and capital to oil and gas exploration projects in the United
States and Europe.

·      Through Petrichor and other entities, HEYCO Group has invested
in and provided technical advice to Egdon for more than two decades (and since
2016 has been a substantial shareholder in Egdon). The acquisition of Egdon
adds to HEYCO Group's expanding portfolio in Europe following the acquisition
of a gas field in Northern Spain and the opening of a Madrid office in 2022.

·      HEYCO Group believes the timing is right to acquire Egdon and
take it private, as HEYCO Group believes that the public market continues to
undervalue its assets, including the impressive Wressle development. Bringing
Egdon into the HEYCO Group will create efficiencies, economies of scale, and,
most importantly, add valuable assets and experienced personnel to its
portfolio. Additionally, owning Egdon will allow HEYCO Group to more
efficiently deploy capital and human resources to its most valuable projects
across the UK, as well as Spain and the United States.

·      HEYCO Group believes that fossil fuels remain critical for the
UK's future and that Egdon is strategically positioned for that future with
its conventional projects as well as with opportunities for gas storage,
hydrogen, geothermal, and renewable generation.

4.         Recommendation

The Egdon Directors, who have been so advised by VSA Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Egdon Directors, VSA
Capital has taken into account the commercial assessments of the Egdon
Directors.  VSA Capital is providing independent financial advice to the
Egdon Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Egdon Directors intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that Egdon
Shareholders vote in favour of the Resolution to be proposed at the General
Meeting as the Egdon Directors who hold Egdon Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of 14,648,773
Egdon Shares in aggregate, representing approximately 2.69 per cent. of
Egdon's issued share capital on 16 May 2023 (being the last Business Day
before the date of this announcement).

Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding, are set out in Appendix 3.

5.         Background to and reasons for the Recommendation

Egdon is an established energy business focussed on oil and gas exploration
and production in the UK, that is also developing opportunities for energy
storage, hydrogen, geothermal and renewable generation.  The Egdon Directors
believe that Egdon will continue to build on its recent strong operating and
financial performance.

However, whilst the Egdon Directors believe that Egdon's strategy is capable
of delivering long-term growth and profitability, it recognises the material
uncertainties and risks that it faces in the short to medium-term, most of
which are beyond Egdon's control.  These include the domestic political and
regulatory backdrop to the oil & gas sector, which could significantly
impact Egdon's near-term growth. The Egdon Directors believe this is unlikely
to improve for the foreseeable future.

Furthermore, the weak macroeconomic outlook in the UK is placing significant
pressure on many smaller quoted companies, particularly microcaps. There is a
general lack of investor support in UK public markets for small cap natural
resource companies. The current market capitalisation of Egdon, together with
limited share trading liquidity, could affect its ability to raise new capital
at sensible valuations and, therefore, its ability to optimise Egdon's growth
over the medium term.

The Egdon Directors believe that the share price performance of Egdon in the
past two years does not reflect the improving overall performance of Egdon,
particularly with the strong production from Egdon's Wressle oil field asset.
This was particularly evident from the trading update published on 17 March
2023, followed by the interim results for the six months ended 31 January
2023, announced on 24 April 2023, when Egdon recorded strong production ahead
of market guidance and yet the share price declined on both occasions.

The Egdon Directors believe the Acquisition reflects an attractive valuation
for Egdon. The Acquisition Price per Scheme Share of 4.5 pence represents a
very significant premium of 96 per cent to the Closing Price of 2.3 pence on
16 May 2023  and a premium of 78 per cent to the volume-weighted average
price of 2.53 pence per Egdon Share for the three-month period ended on 16 May
2023. Furthermore, the Acquisition represents a significant premium to Egdon's
share price over the past three years, apart from during the period leading up
to and over the period when the UK shale gas moratorium was temporarily lifted
last year.  The Egdon Directors believe that the Acquisition will provide
Egdon shareholders with the opportunity to obtain liquidity for their
investment and to crystallise the value of their holdings now at a very
attractive price against an uncertain market and economic backdrop.

In considering its recommendation of the Acquisition, the Egdon Directors have
taken into account the risks inherent in the continued execution of its
strategy on a standalone basis, Egdon's current trading environment, and the
potential for future growth in equity value for shareholders against the
certainty of a full exit from the cash offer. This may be the only opportunity
for shareholders to receive a certain cash realisation, risk-free, at such an
attractive premium.

The Egdon Directors believe that the terms of the Acquisition fairly recognise
the medium-term prospects and growth potential of Egdon as a standalone
business.

The Egdon Directors believe that in executing this Acquisition, it will offer
the opportunity for Egdon to be a market leader in the UK onshore natural
resource sector. The attractiveness of the Acquisition is enhanced through the
shared vision of Egdon and Petrichor, with potential synergies to be realised
from the combined resources and technical skillsets between both groups. This
is due to the HEYCO Group's longstanding history as a major supportive
shareholder in Egdon over many years.

The Egdon Directors are mindful of the constraints imposed by its relative
lack of scale and cash resources in relation to some of the domestic and
global competitors in the markets that it serves, most pointedly to the
exploration element of the business. By utilising the financial resources and
knowledge that Petrichor has at its disposal, Egdon would significantly
improve its strategic positioning and opportunity to invest for growth and
sustainable execution taking into account the inherent risk of natural
resource exploration and development.

Prior to the commencement of the Acquisition, along with Egdon's financial
advisers, Egdon explored potential alternative strategic options that might
enhance the position of Egdon Shareholders. Although some had merit, the Egdon
Directors concluded that none were capable of being implemented with the
support of all shareholders. The Egdon Directors were also conscious that
Petrichor's existing shareholding of c.44 per cent meant that any proposals
would have to be agreed with it. The Egdon Directors were also aware that due
to this shareholding, any takeover by a third party was highly unlikely to be
successful.

In addition, the Egdon Directors are pleased with Petrichor's stated
intentions concerning Egdon's management and employees, including Petrichor's
confirmation that, following completion of the Acquisition, the existing
contractual and statutory employment rights of all Egdon's management and
employees will be maintained.

Having taken into account all relevant factors, the Egdon Directors believe
that the terms of the Acquisition are compelling, acknowledge the quality and
strong prospects of Egdon's business and deliver attractive value to Egdon
Shareholders in cash, allowing them to crystallise the value of their
holdings.  As such, the Egdon Directors unanimously intend to recommend the
Acquisition to Egdon Shareholders.

6.         Irrevocable undertakings

The Egdon Directors who hold Egdon Shares have irrevocably undertaken to vote
in favour of the resolutions relating to the Acquisition at the Meetings (or
in the event that the Acquisition is implemented by a Takeover Offer, to
accept such Takeover Offer) in respect of 14,648,773 Egdon Shares in
aggregate, representing approximately 2.69 per cent. of Egdon's issued share
capital on 16 May 2023 (being the last Business Day before the date of this
announcement).

Petrichor has also received irrevocable undertakings from Harbour Energy plc
and Union Jack Oil plc  in respect of a total of 62,733,333 Egdon Shares to
vote in favour of the resolutions relating to the Acquisition at the Meetings
(or in the event that the Acquisition is implemented by a Takeover Offer, to
accept such Takeover Offer), representing, in aggregate, approximately 11.53
per cent. of the ordinary share capital of Egdon in issue on 16 May 2023
(being the last Business Day before the date of this announcement).

In total, therefore, Petrichor has received irrevocable undertakings,
including those irrevocable undertakings from the Egdon Directors who own
Egdon Shares, in respect of, in aggregate, 77,382,106 Egdon Shares,
representing approximately 14.23 per cent. of the issued ordinary share
capital of Egdon on 16 May 2023 (being the last Business Day before the date
of this announcement).

Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.

7.         Information relating to Egdon

Egdon is an established energy business focussed on oil and gas exploration
and production in the UK and quoted on AIM (AIM: EDR) with a market
capitalisation of approximately £12.51 million as at 16 May 2023. Egdon's
vision is to provide locally derived, secure, affordable, and sustainable
energy to meet the UK's evolving energy needs.

Egdon holds interests in 34 licences in the UK with exposure to the full cycle
of opportunities from exploration through to development and production of oil
and gas activities. Further details on Egdon's assets and operations are
provided on Egdon's website at www.egdon-resources.com/investors-2/disclaimer
(http://www.egdon-resources.com/investors-2/disclaimer) .

Egdon's flagship project is the Wressle oil field where it holds a 30%
operated interest. This asset has achieved total field production to 31
January 2023 of 357,838 barrels of oil. Egdon has other production assets at
Keddington, Ceres, Waddock Cross (shut-in), Avington (shut-in), Kirkleatham
(shut-in) and Fiskerton Airfield (shut-in).  Egdon has exploration projects
at, Biscathorpe, and North Kelsey and an option on a new exploration project
at Weaverthorpe.

Egdon's primary focus is on conventional oil and gas projects, but Egdon also
has significant shale assets that are currently impacted by the UK's
moratorium on hydraulic fracturing for shale gas.

Egdon is also developing opportunities for energy storage, hydrogen,
geothermal and renewable generation, all of which are presently at an early
stage of development.

Egdon has significant technical and operational experience with 11 employees
including directors and operational staff (as at 31 July 2022). Egdon aims to
build value through developing sustainable long-term relationships with
partners and the community and is committed to the highest standards of
health, safety and environmental protection.

In recent years, Egdon has seen an improvement in its financial performance
driven by a growth in production and revenues and a move to profitability.
For the six-month period ended 31 January 2023, Egdon reported production of
46,465 barrels of oil equivalent ("boe") equating to a rate of 253 boe per day
("boepd"), ahead of guidance of 225-245 boepd and up by 27% compared to the
comparable period on the previous year of 36,714 boe and 200 boepd.  This had
led to Egdon recording an increase of c.46% in revenue during the six-month
period ended 31 January 2023 from £2.551 million (1H 2022) to £3.725
million. Overall profit for the period after a tax charge of £0.741 million
(H1 2022: £Nil) was £0.435 million (H1 2022: £1.222 million).

8.         Information relating to Petrichor

·      Petrichor, a partnership of which the general partner is HEYCO
International, Inc., is a wholly owned subsidiary of HEYCO Energy Group, Inc..
The ultimate parent company of HEYCO Energy Group, Inc. and Petrichor is
Explorers Petroleum Corp, which is controlled by George Yates. HEYCO Group is
an upstream energy portfolio group that delivers strategy, sophisticated
technology, and capital to oil and gas exploration projects in the United
States and Europe.

·      HEYCO Group's core strengths are technical knowledge and
management experience delivered by a team with proven expertise in geology,
geophysics, reservoir engineering, international negotiation, drilling and
production, and land and operations management.

·      One of the few U.S. independent oil and gas companies with
significant exposure in Europe, HEYCO Group has been strategically investing
in the continent's conventional and unconventional plays for more than 20
years. HEYCO Group was part of the group that commenced production at the
Avington field in southern England in 2007 and is the parent company of a
current UK licence holder.

·      Headquartered in Dallas, Texas, and with offices in Roswell, New
Mexico, and Madrid, Spain, HEYCO Group is privately owned by members of the
Yates family of Southeastern New Mexico who have been active in the oil and
gas industry since the 1920s. Chairman and CEO George Yates is the grandson of
pioneer oilman Martin Yates, who with his partners discovered the first
commercial oil well on state lands in New Mexico in 1924. For several decades,
HEYCO Group operated in the Permian Basin, specifically in the Delaware Basin,
with lease positions in all of the noteworthy horizontal plays.

9.         Directors, management, employees, pensions, research and development and locations

Petrichor holds in high regard the achievements and expertise of the existing
management and employees of Egdon. Petrichor intends that existing employees
of Egdon will continue to contribute to Egdon's ongoing success and does not
intend to make any headcount reductions, or any material changes in the
conditions of employment or the balance of skills and functions of the
employees and management as a result of the Acquisition.

Existing Rights and pensions schemes

Petrichor confirms that, following completion of the Acquisition, the existing
contractual and statutory employment rights, including in relation to
pensions, of the Egdon Group's management, directors, and employees will be
fully safeguarded in accordance with applicable law. Petrichor does not intend
to make any changes with regards to the Egdon Group's existing pension scheme
including with regard to the accrual of benefits for existing members and the
admission of new members. Egdon does not have a defined benefit pension
scheme.

Locations, headquarters and research and development

Following the completion of the Acquisition, Petrichor does not intend to make
any restructurings or changes in location of either Petrichor's or Egdon's
headquarters and headquarters functions and places of business. In addition,
no changes are expected with respect to the deployment of Egdon's fixed asset
base or Egdon's research and development functions.

Trading Facilities

Egdon's Shares are currently admitted to trading on AIM. Subject to the Scheme
becoming Effective, an application will be made to the London Stock Exchange
to cancel the admission of Egdon's Shares to trading on AIM, following which
Egdon will be re-registered as a private limited company.

10.       Egdon Share Plan and Warrants

Participants in the Egdon Share Plan will be contacted regarding the effect of
the Acquisition on their options under the Egdon Share Plan and an appropriate
proposal will be made to such participants in due course. Details of the
proposal will be set out in the Scheme Document (or, as the case may be, the
Offer Document) and in separate letters to be sent to participants in the
Egdon Share Plan.

Holders of Warrants will be contacted regarding the effect of the Acquisition
on their Warrants and an appropriate proposal will be made to such holders of
Warrants in due course in respect of any outstanding Warrants. Details of the
proposal will be set out in the Scheme Document (or, as the case may be, the
Offer Document) and in separate letters to be sent to holders of Warrants.

11.        Financing of the Acquisition

The Cash Consideration payable by Petrichor under the terms of the Acquisition
will be funded from the existing cash resources of Petrichor which are drawn
and fully funded.

Spark, in its capacity as financial adviser to Petrichor, is satisfied that
sufficient resources are available to satisfy in full the Cash Consideration
payable to Egdon Shareholders under the terms of the Acquisition.

12.       Deferred Shares

Egdon has in issue 1,195,087,887 Deferred Shares. The Deferred Shares are not
listed on any exchange and have limited rights. The Deferred Shares have no
right to participate in the profits of Egdon, but have the right to
participate on a return of assets in a winding up of Egdon by a repayment of
the capital paid up on such Deferred Share after the holders of Egdon Shares
have been paid the nominal capital paid up or credited as paid up on the Egdon
and a sum of £10,000 has been paid in respect of each Egdon Share. Holders of
Deferred Shares have no other rights to participate in the assets of Egdon.

The Deferred Shares do not confer on their holders any right to receive notice
of, attend, speak or vote at general meetings of Egdon.

Accordingly, the Deferred Shares do not constitute "equity share capital" for
the purposes of the Takeover Code and the Deferred Shares will not form part
of the Acquisition and the Scheme and no comparable offer under Rule 14 of the
Takeover Code will be made for the Deferred Shares. Egdon and Petrichor intend
for the Deferred Shares to be cancelled or transferred to Petrichor in
accordance with the transfer provisions set out in the Articles on or shortly
following the Effective Date.

13.       Acquisition-related arrangements

Confidentiality Agreements

On 7 March 2023, Petrichor and Egdon entered into a confidentiality agreement
in relation to the Acquisition (the "Egdon Confidentiality Agreement"),
pursuant to which, amongst other things, Petrichor gave certain undertakings
to: (a) subject to certain exceptions, keep information relating to Egdon and
the Acquisition confidential and not to disclose it to third parties; and (b)
use such confidential information only in connection with the Acquisition.
These confidentiality obligations will remain in force until the earlier of
six months from the date of the Confidentiality Agreement or completion of the
Acquisition by Petrichor.

On 15 May 2023, Egdon and Petrichor entered into a confidentiality agreement
in relation to the Acquisition (the "Petrichor Confidentiality Agreement"),
pursuant to which, amongst other things, Egdon gave certain undertakings to:
(a) subject to certain exceptions, keep information relating to Petrichor and
the Acquisition confidential and not to disclose it to third parties; and (b)
use such confidential information only in connection with the Acquisition.
These confidentiality obligations will remain in force until the earlier of
six months from the date of the Petrichor Confidentiality Agreement or
completion of the Acquisition by Petrichor.

Co-Operation Agreement

Petrichor and Egdon have entered into a Co-operation Agreement pursuant to
which:

·       Petrichor has undertaken to use all reasonable endeavours to
secure the Clearances (as defined therein) as soon as reasonably practicable
and seek to enable the Effective Date to occur prior to the Long Stop Date;

·       Petrichor has undertaken to use all reasonable efforts to
implement the Acquisition substantially in the form contemplated by this
announcement; and

·       Petrichor has agreed to provide Egdon with certain information
as may be reasonably requested or required for the Scheme Document.

The Co-operation Agreement records the intention of Petrichor and Egdon to
implement the Acquisition by way of the Scheme, subject to Petrichor's right
to switch to a Takeover Offer in certain circumstances. Petrichor and Egdon
have agreed to certain customary provisions if the Scheme should switch to a
Takeover Offer.

The Co-operation Agreement also contains provisions that shall apply in
respect of directors' and officers' insurance, Warrants and the Egdon Share
Plan and other incentive arrangements.

The Co-operation Agreement shall be terminated with immediate effect:

·       if Petrichor and Egdon each consent in writing at any time
prior to the Effective Date;

·       if this announcement is not released by 5:30pm on the date of
the Co-Operation Agreement (unless otherwise agreed between Petrichor and
Egdon prior to that time);

·       upon service of written notice by Petrichor to Egdon if: (i)
the Egdon Directors no longer intend to make their recommendation or intend
adversely to modify or qualify their recommendation; (ii) where the
Acquisition is being implemented by way of Scheme, Egdon will not convene the
Court Meeting or the General Meeting; or (iii) where the Acquisition is being
implemented by way of Scheme, Egdon intends not to post the Scheme Document or
(if different) the document convening the General Meeting;

·       upon service of written notice by Petrichor to Egdon if the
Egdon Directors withdraw, adversely modify or adversely qualify the Egdon
Board Recommendation or fail to publicly reaffirm or re-issue such unanimous
and unqualified recommendation within five Business Days of Petrichor's
reasonable request to do so;

·       upon service of written notice by Petrichor to Egdon if the
Scheme is not approved by the Scheme Shareholders at the Egdon General Meeting
or the Court refuses to sanction the Scheme definitively;

·       upon service of written notice by Petrichor to Egdon if the
Acquisition is being implemented by Scheme and the Court Meeting, if the Egdon
General Meeting and/or the Court Hearing is not held on or before the 22nd day
after the expected date set out in the Scheme Document (or such later date as
agreed by Petrichor and Egdon and allowed by the Court, if required);

·       upon service of written notice by Petrichor to Egdon stating
that a Condition which has not been waived is (or has become) incapable of
satisfaction by the Long Stop Date;

·       upon service of written notice by Petrichor to Egdon stating
that a Condition has been invoked by Petrichor (where the invocation of the
relevant Condition has been permitted by the Panel) and such Condition is
incapable of waiver or satisfaction by the Long Stop Date; in each case in
circumstances where the invocation of the relevant Condition (or confirmation
that the Condition is incapable of satisfaction, as appropriate) is permitted
by the Panel;

·       upon service of written notice by Petrichor to Egdon if a
competing proposal: (i) completes, becomes effective, or is declared or
becomes unconditional;

·       if the Acquisition is withdrawn, lapses or terminates on or
prior to the Long Stop Date other than: (i) as a result of Petrichor's right
to switch to a Takeover Offer; or (ii) it is otherwise to be followed within
five Business Days by a firm offer announcement made by Petrichor by a
different offer or scheme;

·       if a competing proposal completes, becomes effective or is
declared or becomes unconditional; or

unless otherwise agreed by the parties in writing or required by the Panel, on
the Effective Date, if it has not occurred on or before the Long Stop Date.

Cost Coverage Agreement

On 11 May 2023, Egdon and Petrichor entered into an agreement under which
Petrichor has undertaken to pay Egdon all properly incurred legal and
financial fees, costs or expenses in connection with the Acquisition up to a
maximum amount of £200,000 in the event that this announcement in relation to
the Acquisition was not released by 5:00 p.m. on 5 June 2023 (cost
compensation payment).

The cost compensation payment was not be payable in the event that, among
other things, the Egdon Board failed to recommend the Acquisition in this
announcement or materially amended the terms of its recommendation or if a
competing proposal was either recommended by the Egdon Board or completed,
became effective or became or was declared unconditional.

The Cost Coverage Agreement terminated on the making of this announcement.

14.       Scheme process

It is intended that the Acquisition will be effected by a Court-sanctioned
scheme of arrangement between Egdon and the Scheme Shareholders under Part 26
of the Companies Act. Petrichor reserves the right to effect the Acquisition
by way of a Takeover Offer, subject to the consent of the Panel.

The purpose of the Scheme is to provide for Petrichor to become owner of the
whole of the issued and to be issued share capital of Egdon not already held
by it or on its behalf. Under the Scheme, the Acquisition is to be achieved by
the transfer of the Scheme Shares held by Scheme Shareholders to Petrichor in
consideration for which Scheme Shareholders will receive the Cash
Consideration on the basis set out in paragraph 2 above. The procedure
involves, among other things, a petition by Egdon to the Court to sanction the
Scheme.

The Acquisition will be subject to the Conditions and the further terms
referred to in Appendix 1 and the full terms and conditions to be set out in
the Scheme Document and will only become Effective if, among other things, the
following events occur on or before the Long Stop Date (or such later date as
Petrichor and Egdon may, with the consent of the Panel, agree and, if
required, the Court may allow):

·      a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled to vote) at
the Court Meeting, either in person or by proxy, representing 75 per cent. or
more in value of each class of the Scheme Shares held by those Scheme
Shareholders;

·      the Resolution is passed at the General Meeting by Egdon
Shareholders representing at least 75 per cent. of the votes validly cast on
the Resolution, whether in person or by proxy;

·      following the Meetings, the Scheme is sanctioned by the Court
(without modification, or with modification on terms agreed by Petrichor and
Egdon); and

·      following such sanction, an office copy of the Scheme Court Order
is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Meetings (and if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Egdon Shares will cease to
be valid and entitlements to Egdon Shares held within the CREST system will be
cancelled. In accordance with the applicable provisions of the Takeover Code,
the Cash Consideration for the transfer of the Scheme Shares to Petrichor will
be despatched no later than 14 days after the Effective Date.

Any Egdon Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolution to be proposed at the General Meeting
will, amongst other matters, provide that the Articles be amended to
incorporate provisions requiring any Egdon Shares issued after the Scheme
Record Time (other than to Petrichor and/or its nominees) to be automatically
transferred to Petrichor on the same terms as the Acquisition (other than
terms as to timings and formalities). The provisions of the Articles (as
amended) will avoid any person (other than Petrichor and its nominees) holding
Egdon Shares after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date, it
will lapse and the Acquisition will not proceed (unless the Panel otherwise
consents).

It is expected that the Scheme Document, together with the Forms of Proxy,
will be published as soon as practicable and in any event within 28 days of
the date of this announcement (unless the Panel agrees otherwise). The Scheme
Document will include full details of the Scheme, together with notices of the
Court Meeting and the General Meeting and the expected timetable, and will
specify the action to be taken by Scheme Shareholders.

Subject, amongst other things, to the satisfaction or waiver of the
Conditions, it is expected that the Scheme will become Effective in the third
calendar quarter of 2023. The Scheme will be governed by English law. The
Scheme will be subject to the applicable requirements of the Companies Act
2006,  Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and
the FCA.

15.       Dividends

Egdon is not proposing any dividend prior to the Scheme becoming Effective.
If, on or after the date of this announcement and before the Effective Date,
any dividend, distribution or other return of capital or value is announced,
declared, made or paid by Egdon or becomes payable by Egdon in respect of the
Egdon Shares, Petrichor reserves the right to reduce the consideration payable
under the terms of the Acquisition of the Egdon Shares by an amount up to the
amount of such dividend and/or distribution and/or other return of capital or
value, in which case any reference in this announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. In such circumstances, Egdon Shareholders
would be entitled to receive and retain any such dividend and/or other
distribution and/or return of capital or value.

16.       Disclosure of interests in Egdon

As at the date of this announcement, Petrichor is interested in 237,924,452
Egdon Shares representing 43.74 per cent. of the voting rights in Egdon.
Petrichor also holds an interest in a further 26,524,000 Egdon Shares that may
be issued pursuant to the Warrants.

Except for the irrevocable undertakings referred to in paragraph 0 above or as
disclosed above in this paragraph 16, as at the close of business on 16 May
2023 (being the last Business Day before the date of this announcement),
neither Petrichor, nor, so far as Petrichor is aware, any person acting in
concert (within the meaning of the Takeover Code) with Petrichor:

·      has any interest in, or right to subscribe for, any relevant
securities of Egdon; nor

·      has any short position in Egdon Shares, including any short
position under a derivative, any agreement to sell, any delivery obligation or
right to require another person to purchase or take delivery of relevant
securities of Egdon; nor

·      has borrowed or lent any relevant securities of Egdon or entered
into any financial collateral arrangements relating to relevant securities of
Egdon; nor

·      is party to any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover Code in
relation to relevant securities of Egdon.

17.       Delisting, cancellation of trading and re-registration

It is expected that the last day of dealings in Egdon Shares on the London
Stock Exchange's AIM market will be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6.00 pm (London time)
on that date.

Subject to the Scheme becoming effective, Egdon will make an application to
the London Stock Exchange for the cancellation of the admission to trading of
the Egdon Shares on the London Stock Exchange's AIM market, to take effect on
or shortly after the Effective Date.

Following the Scheme becoming Effective and after the delisting and
cancellation of admission to trading of the Egdon Shares, it is intended that
Egdon be re-registered as a private limited company as soon as practicable
following the Effective Date.

18.       Consents

VSA Capital and Spark have each given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references
to their names in the form and context in which they appear.

19.       Documents available for inspection

Copies of the following documents will be published, by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement, on Egdon's website at
www.egdon-resources.com/investors-2/disclaimer
(http://www.egdon-resources.com/investors-2/disclaimer) and Petrichor's
website at www.heycoenergy.com/petrichor-partners
(http://www.heycoenergy.com/petrichor-partners) until the Effective Date:

·      this announcement;

·      the irrevocable undertakings referred to in paragraph 0 above and
summarised in Appendix 3;

·      the Confidentiality Agreements referred to in paragraph 12 above;

·      the Cost Coverage Agreement referred to in paragraph 13 above;

·      the Co-operation Agreement referred to in paragraph 13 above; and

·      the consent letters from each of VSA Capital and Spark referred
to in paragraph 18 above.

The contents of Egdon's website and Petrichor's website are not incorporated
into and do not form part of this announcement.

20.       Overseas Shareholders

The availability of the Acquisition to Egdon Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Egdon Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.

21.       General

Petrichor reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such event, the Takeover Offer will be implemented on substantially
the same terms (subject to appropriate amendments), so far as applicable, as
those which would apply to the Scheme.

The Acquisition will be on the terms and subject to the Conditions set out in
Appendix 1, and to the full terms and conditions to be set out in the Scheme
Document. The formal Scheme Document containing further information about the
Acquisition and notices of the Meetings, together with the Forms of Proxy,
will be sent to Egdon Shareholders as soon as practicable and in any event
within 28 days of this announcement (or on such later date as may be agreed
between Petrichor and Egdon with the consent of the Panel).

Appendix 2 contains bases and sources of certain information contained in this
announcement. Details of irrevocable undertakings received are set out in
Appendix 3. Certain terms used in this announcement are defined in Appendix 4.

This announcement does not constitute an offer for sale of any securities or
an invitation to purchase or subscribe for any securities. Egdon Shareholders
are advised to read carefully the Scheme Document and related Forms of Proxy
once these have been dispatched.

Enquiries

 Egdon Resources plc                                                         +44 1256 702292

 Mark Abbott (Managing Director)

 VSA Capital Limited (financial adviser, joint broker and Rule 3 adviser to  +44 203 005 5000
 Egdon)

 Andrew Raca, Evon Chan, Matthew Harker (Corporate Finance)
 Petrichor Partners, LP                                                      + 1 214 396 7447

 Daniel Nix (VP of Communications)
 SPARK Advisory Partners Limited (financial adviser to Petrichor)            +44 203 368 3550

 Andrew Emmott/Neil Baldwin
 WH Ireland Limited (nominated adviser and joint broker to Egdon)            +44 207 220 1666

 Antonio Bossi, Chris Hardie, James Bavister

 

Fieldfisher LLP is acting as legal adviser to Petrichor in connection with the
Acquisition.

Norton Rose Fulbright LLP is acting as legal adviser to Egdon in connection
with the Acquisition.

DWF Law LLP is acting as legal adviser to SPARK in connection with the
Acquisition.

The person responsible for arranging the release of this announcement is
Walter Roberts, director and company secretary of Egdon.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Egdon in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of, or other
response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).

Egdon and Petrichor will prepare the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Offer Document) to be
distributed to Egdon Shareholders. Egdon and Petrichor urge Egdon Shareholders
to read the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) when it becomes available because it will
contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

Disclaimers

VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Egdon as financial adviser, joint broker
and Rule 3 adviser to Egdon and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Egdon for
providing the protections afforded to clients of VSA Capital or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither VSA Capital nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of VSA Capital in
connection with this announcement, any statement contained in this
announcement or otherwise.

SPARK, which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Petrichor and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than Petrichor for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement.

WH Ireland, which is regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Egdon and no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Egdon for providing the protections afforded to clients
of WH Ireland, or for providing advice in relation to the matters referred to
in this announcement.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Takeover Code, and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.

The availability of the Acquisition to Egdon Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Egdon Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Petrichor or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

Notice to the United States ("US") investors in Egdon

US holders of Egdon Shares should note that the Acquisition relates to the
shares of an English company with a listing on AIM and is being made by means
of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

However, if, in the future, Petrichor exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the offer into
the United States, the Takeover Offer will be made in compliance with
applicable United States tender offer and securities laws and regulations
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax laws. The US
tax consequences of the Acquisition, if any, are not described herein.  Each
Egdon Shareholder is therefore urged to consult with legal, tax and financial
advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US holders of Egdon Shares to enforce their rights and
any claims arising out of US federal laws, since Egdon is located in a non-US
jurisdiction, and some or all of its officers and directors may be residents
of a non-US jurisdiction. US holders of Egdon Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, in the event it
becomes applicable, Petrichor, certain affiliated companies and their nominees
or brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Egdon Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. Any such purchases
by Petrichor or its affiliated companies will not be made at prices higher
than the Cash Consideration provided in this announcement unless the Cash
Consideration is increased accordingly. Also, in accordance with Rule 14e-5(b)
of the US Exchange Act, in the event it becomes applicable, VSA Capital will
continue to act as an exempt principal trader in Egdon Shares on the London
Stock Exchange. If such purchases or arrangements to purchase were to be made
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases will be disclosed as
required in the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com) .

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Acquisition, or determined if
this announcement is accurate or complete. Any representation to the contrary
is a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Acquisition, and other
information published by Petrichor and Egdon contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Petrichor and Egdon
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Petrichor
and Egdon, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
Petrichor and Egdon believe that the expectations reflected in such
forward-looking statements are reasonable, Petrichor and Egdon can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Petrichor and Egdon operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Petrichor and Egdon
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither Petrichor nor Egdon, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations, neither Petrichor nor Egdon is under any obligation,
and Petrichor and Egdon expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10(th)
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Egdon for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Egdon.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Egdon's website at
www.egdon-resources.com/investors-2/disclaimer
(http://www.egdon-resources.com/investors-2/disclaimer) and Petrichor's
website at www.heycoenergy.com/petrichor-partners
(http://www.heycoenergy.com/petrichor-partners) by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks is
incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Egdon Shareholders may
request a hard copy of this announcement (and any information incorporated by
reference in this announcement), free of charge, by contacting Neville
Registrars, the Receiving Agent to the Acquisition, during business hours on
+44 (0)121 585 1131 (from within the United Kingdom) or by submitting a
request in writing to Neville Registrars, Neville House, Steelpark Road,
Halesowen, West Midlands B62 8HD. Calls to this number are charged at network
providers standard rate and maybe included within free allowances (please
check with your network provider). Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open between 9.00
am to 5.00 pm, Monday to Friday excluding public holidays in England and
Wales.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Egdon Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Egdon may be
provided to Petrichor during the Offer Period as required under Section 4 of
Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Petrichor intends to exercise its rights to apply
the provisions of Chapter 3 of Part 28 of the Companies Act o as to acquire
compulsorily the remaining Egdon Shares in respect of which the Takeover Offer
has not been accepted.

Investors should be aware that Petrichor may purchase Egdon Shares otherwise
than under any Takeover Offer or the Scheme, including pursuant to privately
negotiated purchases.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the FSMA if you are
resident in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

 

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11:59 p.m. on the Long Stop Date.

Scheme approval

2.         The Scheme will be conditional upon:
(A)        (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of Egdon (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow if required));
(B)        (i) the Resolution being duly passed at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow if required)); and
(C)        (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being acceptable to Petrichor and Egdon)) and the delivery of the office copy of the Scheme Court Order to the Registrar of Companies; and (ii) the Scheme Court Hearing being held on or before the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Petrichor and Egdon with the consent of the Panel (and that the Court may allow)).
3.         In addition, Petrichor and Egdon have agreed that, subject as stated in Part B of this Appendix 1 and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
North Sea Transition Authority Approval
a)   the receipt of written confirmation from the North Sea Transition Authority (the NSTA), informing Petrichor that it does not intend, as a consequence of the Acquisition, to revoke any of the relevant licences or to require a further change of control of Egdon under any of the relevant licences (the NSTA Condition);

Third Party clearances

b)   other than in respect of the NSTA Condition, all necessary and material
notifications, filings, applications or submissions having been made in
connection with the Acquisition and all appropriate waiting periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory and/or regulatory obligations in any jurisdiction having been
complied with in each case in respect of the Acquisition and all
Authorisations deemed reasonably necessary by Petrichor in any jurisdiction
for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part
28 of the Companies Act, the acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, Egdon or any other
member of the Egdon Group by any member of the HEYCO Group, in each case which
is material in the context of HEYCO Group or the Egdon Group as a whole,
having been obtained in terms and in a form reasonably satisfactory to
Petrichor from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom any member of
the Egdon Group or the HEYCO Group has entered into contractual arrangements
and all such Authorisations necessary to carry on the business of any member
of the Egdon Group in any jurisdiction, in each case which is material in the
context of HEYCO Group or the Egdon Group as a whole, having been obtained and
all such Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;

 

c)   other than in respect of the NSTA Condition, no Third Party having
given notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action to be
taken or otherwise having done anything or having enacted, made or proposed
any statute, regulation, decision or order or change to published practice
(and in each case, not having withdrawn the same) and there not continuing to
be outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:

 

i. make the Acquisition, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Egdon Group by any member of the HEYCO Group void, illegal
and/or unenforceable under the laws of any relevant jurisdiction, or otherwise
directly or indirectly prevent, prohibit, or materially restrain, restrict,
impede, challenge, delay or otherwise materially interfere with the
implementation of, or impose additional material conditions or obligations
with respect to, the Acquisition or the acquisition of any shares or other
securities in, or control or management of, any member of the Egdon Group by
any member of the HEYCO Group or require material adverse amendment of the
Scheme;

 

ii. require, prevent or materially delay the divestiture or materially alter
the terms envisaged for any proposed divestiture by any member of the HEYCO
Group or by any member of the Egdon Group of all or any material part of their
businesses, assets or property or impose any material limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof);

 

iii.           impose any material limitation on, or result in a
material delay in, the ability of any member of the HEYCO Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Egdon (or any member of
the Egdon Group) or on the ability of any member of the Egdon Group or any
member of the HEYCO Group directly or indirectly to hold or exercise
effectively any rights of ownership in respect of shares or other securities
(or the equivalent) in, or to exercise management control over, any member of
the Egdon Group;

 

iv.           other than pursuant to the implementation of the
Scheme, require any member of the HEYCO Group or the Egdon Group to acquire or
offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Egdon Group owned by any third party which is material in
the context of the Egdon Group or the HEYCO Group, in either case taken as a
whole;

 

v. require, prevent or materially delay a divestiture or materially alter the
terms envisaged for any proposed divestiture by any member of the HEYCO Group
of any shares or other securities (or the equivalent) in any member of the
Egdon Group which is material in the context of the Egdon Group taken as a
whole or in the context of the Acquisition (as the case may be);

 

vi.           result in any member of the Egdon Group ceasing to be
able to carry on business under any name under which it presently carries on
business;

 

vii.          impose any limitation on the ability of any member of
the HEYCO Group or any member of the Egdon Group to conduct, integrate or
co-ordinate all or any material part of their respective businesses with all
or any material part of the business of any other member of the HEYCO Group
and/or the Egdon Group;

 

viii.         otherwise adversely affect any or all of the business,
assets, profits, or financial or trading position of any member of the Egdon
Group or any member of the HEYCO Group;

 

ix.           no undertakings or assurances being sought from
Petrichor, any member of the HEYCO Group or any member of the Egdon Group by
any Third Party, except on terms satisfactory to Petrichor;

 

x.            no temporary restraining order, preliminary or
permanent injunction, preliminary or permanent enjoinment, or other order
threatened or issued and being in effect by a court or other Third Party which
has the effect of making the Acquisition or any acquisition or proposed
acquisition of any shares or other securities or control or management of, any
member of the Egdon Group by any member of the HEYCO Group, or the
implementation of either of them, void, voidable, illegal and/or enforceable
under the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing or materially restraining, restricting,
delaying or otherwise interfering with the consummation or the approval of the
Acquisition or any matter arising from the proposed acquisition of any shares
or other securities in, or control or management of, any member of the Egdon
Group by any member of the HEYCO Group,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition or proposed acquisition of
any Egdon Shares or otherwise intervene having expired, lapsed or been
terminated;

Confirmation of absence of adverse circumstances

d)   except as Disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Egdon Group is a party or by or to which any such member or any
of its assets is or may be bound, entitled or be subject or any event or
circumstance which, as a consequence of the Acquisition or the proposed
acquisition by any member of the HEYCO Group of any shares or other securities
in Egdon or because of a change in the control or management of any member of
the Egdon Group or otherwise, would or might reasonably be expected to result
in any of the following (in any case to an extent which would reasonably be
expected to be material in the context of the Egdon Group taken as a whole):

 

 

i.    any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Egdon Group being
or becoming repayable, or capable of being declared repayable, immediately or
prior to its or their stated maturity date or repayment date, or the ability
of any such member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or inhibited;

 

ii.   the rights, liabilities, obligations, interests or business of any
member of the Egdon Group or any member of the HEYCO Group under any such
arrangement, agreement, licence, permit, lease or instrument or the interests
or business of any member of the Egdon Group or any member of the HEYCO Group
in or with any other firm or company or body or person (or any agreement or
arrangement relating to any such business or interests) being or likely to
become terminated or materially and adversely modified or affected or any
material onerous obligation or liability arising or any material adverse
action being taken or arising thereunder;

iii.   any member of the Egdon Group ceasing to be able to carry on business
under any name under which it presently carries on business to an extent which
is material in the context of the Egdon Group taken as a whole or in the
context of the Acquisition;

 

iv.   any assets or interests of, or any asset the use of which is enjoyed
by, any member of the Egdon Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
member of the Egdon Group otherwise than in the ordinary course of business;

 

v.   the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Egdon
Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen), becoming enforceable;

 

vi.  the business, assets, value, financial or trading position or profits,
prospects or operational performance of any member of the Egdon Group being
materially prejudiced or materially and adversely affected;

 

vii.  the creation or acceleration of any material liability (actual or
contingent) by any member of the Egdon Group other than trade creditors or
other liabilities incurred in the ordinary course of business; or

 

viii. any liability of any member of the Egdon Group to make any severance,
termination, bonus or other payment to any of its directors or other officers;

No material transactions, claims or changes in the conduct of the business of
the Egdon Group

e)   except as Disclosed, no member of the Egdon Group having since 31 July
2022:

 

i.    save as between Egdon and its wholly owned subsidiaries or between
such wholly owned subsidiaries, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer or sale of
Egdon Shares out of treasury;

ii.    recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than to Egdon or one of its wholly owned
subsidiaries;

iii.   save as between Egdon and its wholly owned subsidiaries or between
such wholly owned subsidiaries, merged with (by statutory merger or otherwise)
or demerged from or acquired any body corporate, partnership or business or
acquired or disposed of, or, other than in the ordinary course of business,
transferred, mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised, proposed or announced any intention to do
so;

iv.   save as between Egdon and its wholly owned subsidiaries or between
such wholly owned subsidiaries, made, authorised, proposed or announced an
intention to propose any change in its loan capital;

v.    issued, authorised, proposed or announced an intention to authorise
or propose the issue of, or made any change in or to the terms of, any
debentures or (save in the ordinary course of business and save as between
Egdon and its wholly owned subsidiaries or between such wholly owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Egdon Group or in the context of the Acquisition;

vi.   entered into, varied, authorised or proposed entry into or variation
of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, or which involves or could
reasonably be expected to involve an obligation of a nature or magnitude which
is, in any such case, material in the context of the Egdon Group or in the
context of the Acquisition, or which is or is reasonably likely to be
materially restrictive on the business of any member of the Egdon Group to an
extent which is or is likely to be material to the Egdon Group taken as a
whole or in the context of the Acquisition;

vii.  entered into any licence or other disposal of intellectual property
rights of any member of the Egdon Group which are material in the context of
the Egdon Group and outside the normal course of business;

viii. entered into, varied, authorised or proposed the entry into or variation
of, or announced its intention to enter into or vary the terms of or made any
offer (which remains open for acceptance) to enter into or vary the terms of,
any contract, commitment, arrangement or any service agreement with any
director or senior executive of the Egdon Group save for salary increases,
bonuses or variations of terms in the ordinary course;

ix.   proposed, agreed to provide or modified in any material respect the
terms of any share plan, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Egdon Group
which, taken as a whole, are material in the context of the Egdon Group taken
as a whole;

x.   entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business which is material in the context of the Egdon Group taken as a whole
or in the context of the Acquisition;

xi.   purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save
in respect of the matters mentioned in sub-paragraph i above, made any other
change to any part of its share capital to an extent which (other than in the
case of Egdon) is material in the context of the Egdon Group;

xii.  waived, compromised or settled any claim otherwise than in the ordinary
course of business which is material in the context of the Egdon Group taken
as a whole or in the context of the Acquisition;

xiii. made any material alteration to its articles of association or other
constitutional documents;

xiv. (other than in respect of a member which is dormant and was solvent at
the relevant time) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding up
(voluntary or otherwise), dissolution, reorganisation or for the appointment
of any administrator, receiver, manager, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;

xv.  been unable, or admitted in writing that it is unable, to pay its debts
or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;

xvi. entered into any material contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition;

xvii.      terminated or varied the terms of any material agreement or
arrangement between any member of the Egdon Group and any other person in a
manner which would or might be expected to have a material adverse effect on
the financial position of the Egdon Group taken as a whole;

xviii.     except in relation to changes made or agreed as a result of, or
arising from changes to legislation, made or agreed or consented to any
significant change to the following in a way that is material in the context
of the Egdon Group taken as a whole or in the context of the Acquisition:

a.   the terms of the governing documents constituting the pension scheme(s)
established by any member of the Egdon Group for its directors, employees or
their dependants;

b.   the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;

c.   the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or

d.   the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to, to an extent
which is in any such case material in the context of the Egdon Group taken as
a whole; or

xix. having taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Egdon
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;

No material adverse change

f)    since 31 July 2022 and except as Disclosed:

i.    there having been no adverse change and no circumstance having arisen
which would be expected to result in any adverse change or deterioration in
the business, assets, financial or trading position or profits or operational
performance of any member of the Egdon Group to an extent which is material to
the Egdon Group taken as a whole or in the context of the Acquisition or in
the obligations of any member of the HEYCO Group in connection with the
Acquisition;

ii.    no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Egdon Group or to which any
member of the Egdon Group is or may become a party (whether as claimant or
defendant or otherwise) having been threatened, announced or instituted by or
against, or remaining outstanding in respect of, any member of the Egdon Group
which, in any such case, might be expected to have a material adverse effect
on the Egdon Group taken as a whole or in the context of the Acquisition;

iii.   no enquiry, review or investigation by, or complaint or reference to,
any Third Party against or in respect of any member of the Egdon Group having
been threatened, announced or instituted or remaining outstanding by, against
or in respect of any member of the Egdon Group, in each case which might
reasonably be expected to have a material adverse effect on the Egdon Group
taken as a whole;

iv.   no contingent or other liability having arisen, increased or become
apparent to Petrichor which might be likely to affect adversely the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Egdon Group to an extent which is material to
the Egdon Group taken as a whole or in the context of the Acquisition; and

v.    no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Egdon Group, which is
necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which

is material and likely to have an adverse effect on the Egdon Group taken as a
whole or in the context of the Acquisition;

vi.   no member of the Egdon Group having conducted its business in material
breach of any applicable laws or regulations to an extent which might
reasonably be expected to have a material adverse effect on the Egdon Group
taken as a whole;

 

No discovery of certain matters regarding information, liabilities and
environmental issues

g)   since 31 July 2022 and except as Disclosed, Petrichor not having
discovered:

i.    that any financial, business or other information concerning the
Egdon Group publicly announced or disclosed to any member of the HEYCO Group
at any time by or on behalf of any member of the Egdon Group or to any of
their advisers is misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which is, in any case, material in the context of the Egdon Group taken as a
whole or in the context of the Acquisition;

ii.    that any member of the Egdon Group is subject to any liability
(actual or contingent) and which is material in the context of the Egdon Group
or in the context of the Acquisition;

iii.   any information which affects the import of any information disclosed
to Petrichor at any time by or on behalf of any member of the Egdon Group
which is material in the context of the Egdon Group;

iv.   any past or present member of the Egdon Group has not complied in the
context of the Egdon Group taken as a whole with all applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health and safety
of humans, which non-compliance would be likely to give rise to any liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Egdon Group which in any case is material in the
context of the Egdon Group taken as a whole or in the context of the
Acquisition;

v.    there has been a disposal, discharge, spillage, accumulation,
release, leak, emission or the migration, production, supply, treatment,
storage, transport or use of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm human health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Egdon Group which in any case is
material in the context of the Egdon Group taken as a whole or in the context
of the Acquisition;

Anti-corruption, sanctions and criminal property

h)   except as Disclosed, since 31 July 2022, Petrichor not having
discovered:

i.    any:

a.   past or present member, director, officer or employee of the Egdon
Group; or

b.   person that performs or has performed services on behalf of the Egdon
Group,

 

has at any time engaged in an activity, practice or conduct which would
constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption legislation;

 

ii.    any asset of any member of the Egdon Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition);

 

iii.   any past or present member, director, officer or employee of the
Egdon Group, or any other person for whom any such person may be liable or
responsible, has engaged in any business with, made any investments in, or
made any payments or assets available to or received any funds or asset from:

a.   any government, entity, or individual with which US persons or European
Union persons (or persons operating in those territories) are prohibited from
engaging in activities, doing business or from receiving or making available
funds or economic resources, by US or European Union laws or regulations,
including the economic sanctions administered by the United States Office of
Foreign Assets Control or HM Treasury & Customs; or

b.   any government, entity or individual targeted by any of the economic
sanctions of the United Nations, United States or the European Union or any of
its member states;

iv.   a member of the Egdon Group has engaged in any behaviour which would
cause the HEYCO Group to be in breach of any law or regulation on completion
of the Acquisition, including the economic sanctions administered by the
United States Office of Foreign Assets Control, HM Treasury & Customs or
any government, entity or individual targeted by any of the economic sanctions
of the United Nations, United States or the European Union or any of its
member states;

v.    any past or present member of the Egdon Group or any person that
performs or has performed services for or on behalf of any such company is or
has at any time engaged in any activity, practice or conduct (or omitted to
take any action) in contravention of the UK Bribery Act 2010, the US Foreign
Corrupt Practices Act of 1977, as amended or any other applicable
anti-corruption legislation;

 

vi.   any member of the Egdon Group is ineligible to be awarded any contract
or business under section 23 of the Public Contracts Regulations 2006 or
section 26 of the Utilities Contracts Regulations 2006 (each as amended); or

 

vii.  any past or present member of the Egdon Group has engaged in any
activity or business with, or made any investments in, or made any payments to
any government, entity or individual covered by any of the economic sanctions
administered by the United Nations or the European Union (or any of their
respective member states) or the United States Office of Foreign Assets
Control or any other governmental or supranational body.

PART B: WAIVER OF CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE
SCHEME

 

1.              Subject to the requirements of the Panel in
accordance with the Takeover Code, or if required, by the Court, Petrichor
reserves the right to waive, in whole or in part, all or any of the above
Conditions, except Conditions 2(A), 2(B) and 2(C) which cannot be waived.

2.              Conditions 3(a) to 3(h) (inclusive) must each be
fulfilled, determined by Petrichor to be or to remain satisfied or (where
applicable) be waived by Petrichor by no later than 11.59 p.m. on the date
immediately preceding the date of the Court hearing to sanction the Scheme,
failing which the Acquisition will lapse.

3.              The Acquisition will lapse if the Scheme does not
become effective by 11.59 p.m. on the Long Stop Date (or such later date as
may be agreed between Petrichor and Egdon).

4.              If Petrichor is required by the Panel to make an
offer for Egdon Shares under the provisions of Rule 9 of the Takeover Code,
Petrichor may make such alterations to any of the above Conditions as are
necessary to comply with the provisions of that Rule.

5.              The Acquisition will lapse if, before the Court
Meeting, it is referred by the Competition and Markets Authority to its chair
for the constitution of a group under Schedule 4 to the Enterprise and
Regulatory Reform Act 2013 pursuant to section 33 of the Enterprise Act 2002
(as amended).

6.              Petrichor reserves the right to elect to
implement the Acquisition by way of takeover offer(s) (as defined in section
974 of the Companies Act) as an alternative to the Scheme. In such event, the
Acquisition will be implemented on the same terms (subject to appropriate
amendments and those required by, or deemed appropriate by, Petrichor under
applicable law, so far as applicable) as those which would apply to the
Scheme. Further, if sufficient acceptances of such offer(s) are received
and/or sufficient Egdon Shares are otherwise acquired, it is the intention of
Petrichor to apply the provisions of Part 28 of the Companies Act to acquire
compulsorily any outstanding Egdon Shares to which such offer(s) relate.

7.              Under Rule 13.5(a) of the Takeover Code,
Petrichor may not invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which give rise
to the right to invoke the Condition are of material significance to Petrichor
in the context of the Acquisition. Conditions 2(A), 2(B) and 2(C) are not
subject to this provision of the Takeover Code.

8.              The Acquisition will be subject, inter alia, to
the Conditions and certain further terms which are set out in this Appendix 1
and those terms which will be set out in the Scheme Document and such further
terms as may be required to comply with the provisions of the Takeover Code.

9.              Petrichor shall be under no obligation to waive
(if capable of waiver), to determine to be or remain satisfied or treat as
fulfilled any of Conditions 3(a) to 3(h) (inclusive) by a date earlier than
the latest date for the fulfilment of that Condition, notwithstanding that the
other Conditions may at an earlier date have been waived or fulfilled and that
there are, at such earlier date, no circumstances indicating that any
Condition may not be capable of fulfilment.

10.            Egdon Shares will be acquired by Petrichor with full
title guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances and other third party rights of any nature whatsoever
and together with all rights attaching to them, including the right to receive
and retain all dividends and distributions (if any) declared, made or paid
after the date of this announcement. If after the date of this announcement
and prior the Effective Date, any dividend and/or other distribution and/or
other return of value is declared, made or paid in respect of Egdon Shares,
Petrichor shall be entitled to reduce the amount of consideration payable for
such Egdon Shares under the terms of the Acquisition by an amount equivalent
to such dividend, other distribution or return of value in which case any
reference in this announcement to the consideration payable under the terms of
the Acquisition shall be deemed to be a reference to the consideration as so
reduced.

11.            Any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any applicable requirements. Further information in relation to
Overseas Shareholders will be contained in the Scheme Document.

12.            Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any other
Condition.

13.            The Acquisition will be governed by English law and
subject to the jurisdiction of the English courts and to the Conditions set
out above.

14.            The Acquisition is subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
AIM Rules and the FCA.

 

APPENDIX 2

BASES AND SOURCES

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.

1.         As at close of business on 16 May 2023 (being the last Business Day before the date of this announcement) there were 543,983,031 Egdon Shares in issue. The legal entity identifier for the Egdon Shares is 213800WWGH4S9GYSPL77.
2.         As at 16 May 2023 (being the last Business Day before the date of this announcement), there were 17,500,000 Egdon Shares and 30,408,000 Egdon Shares that may be issued pursuant to the Egdon Share Plan and the Warrants, respectively.
3.         Any references to the issued and to be issued ordinary share capital of Egdon are each based on:
·      the 543,983,031 Egdon Shares referred to in paragraph 1 above; and
·      the 47,908,000 Egdon Shares that may be issued pursuant to the Egdon Share Plan and the Warrants referred to in paragraph 2 above.
4.         Certain figures included in this announcement have been subject to rounding adjustments.
5.         Unless otherwise stated, the financial information of Egdon is extracted (without material adjustment) from Egdon's annual report and financial statements for the 12 months ended 31 July 2022, which were released on 7 November 2022 and Egdon's interim report for the six months ended 31 January 2023, which was released on 24 April 2023.
6.         Volume-weighted average prices have been derived from Refinitiv Eikon and daily trades extracted from the London Stock Exchange website, and have been rounded to the nearest tenth of a penny.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Egdon Directors' irrevocable undertakings

The following holders of Egdon Shares have given irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting in respect of their own beneficial holdings of Egdon Shares:

 Name              Total number of  Percentage of Egdon Shares in issue on 16 May 2023 (being the last Business

Egdon Shares    Day before the date of this announcement)
 Mark Abbott       13,222,617       2.431%
 Kenneth Ratcliff  198,032          0.036%
 Philip Stephens   131,703          0.024%
 Walter Roberts    846,421          0.156%
 Timothy Davies    50,000           0.009%
 Martin Durham     200,000          0.037%
 TOTAL             14,648,773       2.693%

 
The undertakings from the Egdon Directors will cease to be binding only:
(A)        if the Scheme Document (or Offer Document, if applicable) is not dispatched to Egdon Shareholders within 28 days of this announcement (or such longer period as may be agreed by the Panel) provided that if the Acquisition was initially being implemented by way of a Scheme and Petrichor elects to exercise its right to implement the Acquisition by way of a Takeover Offer (with consent of the Panel and in accordance with the terms of the Co-operation Agreement) or vice versa, the time period is to be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or
(B)        on the earlier of:
(i)         the Long Stop Date; or
(ii)        the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms, unless the Acquisition is withdrawn or lapses as a result of Petrichor exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme.
Other Egdon irrevocable undertakings
Harbour Energy plc and Union Jack Oil plc have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of their own beneficial holdings of Egdon Shares:
 Name                Total number of  Percentage of Egdon Shares in issue on 16 May 2023 (being the last Business

Egdon Shares    Day before the date of this announcement)
 Harbour Energy plc  45,733,333       8.407%
 Union Jack Oil plc  17,000,000       3.125%
 TOTAL               62,733,333       11.53%

 
The undertakings from Harbour Energy plc and Union Jack Oil plc will cease to be binding only:
(A)        if the Scheme Document (or Offer Document, if applicable) is not dispatched to Egdon Shareholders within 28 days of this announcement (or such longer period as may be agreed by the Panel) provided that if the Acquisition was initially being implemented by way of a Scheme and Petrichor elects to exercise its right to implement the Acquisition by way of a Takeover Offer (with consent of the Panel and in accordance with the terms of the Co-operation Agreement) or vice versa, the time period is to be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or
(B)        on the earlier of:
(i)         the Long Stop Date; or
(ii)        the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms, unless the Acquisition is withdrawn or lapses as a result of Petrichor exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme.

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the
context requires otherwise:

 "Acquisition"                          the recommended cash acquisition of the entire issued, and to be issued,
                                        ordinary share capital of Egdon (other than those shares already held by or on
                                        behalf of Petrichor) by Petrichor to be implemented by way of the Scheme or,
                                        should Petrichor so elect (with the consent of the Panel) by way of the
                                        Takeover Offer, and, where the context admits, any subsequent revision,
                                        variation, extension or renewal thereof;
 "AIM Rules"                            Rules and Guidance notes for AIM Companies and their nominated advisers issued
                                        by the London Stock Exchange from time to time relating to AIM traded
                                        securities and the operation of AIM;
 "AIM"                                  the market of that name operated by the London Stock Exchange;
 "Articles"                             the articles of association of Egdon from time to time;
 "Business Day"                         any day (excluding any Saturday or Sunday or any public holiday in England) on
                                        which banks in the City of London are generally open for business;
 "Cash Consideration"                   the cash consideration payable by Petrichor in connection with the
                                        Acquisition, being 4.5 pence for each Egdon Share;
 "Closing Price"                        the closing middle market price of a Egdon Share as derived from the AIM
                                        appendix to the Daily Official List on any particular date;
 "Companies Act"                        the Companies Act 2006, as amended from time to time;
 "Conditions"                           the conditions to the Acquisition, as set out in Appendix 1 and to be set out
                                        in the Scheme Document;
 "Confidentiality Agreements"           the Egdon Confidentiality Agreement and the Petrichor Confidentiality
                                        Agreement;
 "Cost Coverage Agreement"              means the cost coverage agreement entered into between Petrichor and Egdon in
                                        relation to the Acquisition dated 11 May 2023, a summary of which is set out
                                        in paragraph 13 of this announcement
 "Court Meeting"                        the meeting of the Scheme Shareholders convened by order of the Court pursuant
                                        to section 896 of the Companies Act for the purpose of considering and, if
                                        thought fit, approving the Scheme (with or without amendment) and any
                                        adjournment thereof;
 "Court"                                the High Court of Justice in England and Wales;
 "CREST"                                the relevant system (as defined in the Uncertificated Securities Regulations
                                        2001 (SI 2001/3755) (including as it forms part of domestic law of the United
                                        Kingdom by virtue of the European Union (Withdrawal) Act 2018)), in respect of
                                        which Euroclear UK & Ireland Limited is the Operator (as defined in such
                                        Regulations) in accordance with which securities may be held and transferred
                                        in uncertificated form;
 "Daily Official List"                  the daily official list of the London Stock Exchange;
 "Dealing Disclosure"                   an announcement pursuant to Rule 8 of the Takeover Code containing details of
                                        dealings in interests in relevant securities of a party to an offer;
 "Deferred Shares"                      the deferred shares of £0.01 each in the capital of Egdon;
 "Disclosed"                            the information fairly disclosed by, or on behalf of Egdon: (i) in the annual
                                        report and financial statements of the Egdon Group for the financial year
                                        ended 31 July 2022; (ii) in this Announcement; (iii) in any other announcement
                                        to a Regulatory Information Service by, or on behalf of Egdon prior to the
                                        date of this Announcement; (iv) in filings made with the Registrar of
                                        Companies and appearing in Egdon's files at Companies House within the last
                                        two years; or (v) fairly disclosed to Petrichor or Petrichor's advisers (in
                                        their capacity as such) in writing prior to the date of this Announcement
                                        (including in the electronic data room created by or on behalf of Egdon in
                                        respect of the Acquisition);
 "Effective Date"                       the date on which the Acquisition becomes Effective;
 "Effective"                            either:

                                        (a)  if the Acquisition is implemented by way of the Scheme, the Scheme
                                        having become effective pursuant to its terms; or

                                        (b)  if the Acquisition is implemented by way of a Takeover Offer, means the
                                        Takeover Offer having been declared or having become unconditional in
                                        accordance with the requirements of the Takeover Code;
 "Egdon"                                Egdon Resources plc, a public limited company incorporated in England and
                                        Wales with registered number 06409716 and whose registered office is at
                                        Blackstable House Longridge, Sheepscombe, Stroud, Gloucestershire, England,
                                        GL6 7QX;
 "Egdon Confidentiality Agreement"      means the confidentiality agreement entered into between Petrichor and Egdon
                                        in relation to the Acquisition dated 7 March 2023, a summary of which is set
                                        out in paragraph 13 of this announcement;
 "Egdon Directors"                      the directors of Egdon as at the date of this announcement;
 "Egdon Group"                          Egdon and its subsidiaries and subsidiary undertakings from time to time;
 "Egdon Share Plan"                     Option Deeds pursuant to which the relevant employees acquire an Option;
 "Egdon Shareholders"                   the registered holders of Egdon Shares from time to time;
 "Egdon Shares"                         the ordinary shares of 1 pence each in the capital of Egdon from time to time;
 "Excluded Shares"                      any Egdon Shares: (a) beneficially owned by Petrichor or any other member of
                                        the HEYCO Group; or (b) held by Egdon in treasury (within the meaning of the
                                        Companies Act);
 "FCA"                                  the Financial Conduct Authority;
 "Forms of Proxy"                       the forms of proxy in connection with each of the Court Meeting and the
                                        General Meeting, which shall accompany the Scheme Document;
 "FSMA"                                 the Financial Services and Markets Act 2000, as amended from time to time;
 "General Meeting"                      the general meeting of Egdon Shareholders to be convened in connection with
                                        the Scheme to consider and, if thought fit, to approve the Resolution (with or
                                        without amendment), including any adjournment, postponement or reconvening
                                        thereof;
 "HEYCO Group"                          each of (i) Petrichor (ii) HEYCO International, Inc. and (iii) HEYCO Energy
                                        Group, Inc., and in respect of (ii) and (iii), each of their subsidiaries and
                                        subsidiary undertakings from time to time, as the case may be (and where the
                                        context permits, each of them);
 "London Stock Exchange"                London Stock Exchange plc;
 "Long Stop Date"                       31 December 2023 or such later date as may be agreed in writing between
                                        Petrichor and Egdon (with the Panel's consent and as the Court may allow, if
                                        such consent and/or approval is/are required);
 "Meetings"                             the Court Meeting and the General Meeting;
 "Offer Document"                       if (with the consent of the Panel, as applicable) Petrichor elects to
                                        implement the Acquisition by way of the Takeover Offer, the document to be
                                        sent to Egdon Shareholders which will contain, inter alia, the terms and
                                        conditions of the Takeover Offer;
 "Offer Period"                         the offer period (as defined in the Takeover Code) relating to Egdon
                                        commencing on 17 May 2023 and ending on the earlier of the Effective Date
                                        and/or the date on which the Scheme lapses or is withdrawn (or such other date
                                        as the Panel may decide);
 "Option"                               an option to acquire Egdon Shares pursuant to the Option Deeds;
 "Option Deeds"                         the option deeds entered into by the relevant employees and Egdon;
 "Overseas Shareholders"                Scheme Shareholders who are resident in, ordinarily resident in, or citizens
                                        of, jurisdictions outside the United Kingdom;
 "Panel"                                the Panel on Takeovers and Mergers;
 "Petrichor"                            Petrichor Partners, LP;
 "Petrichor Confidentiality Agreement"  the confidentiality agreement entered into between Egdon and Petrichor in
                                        relation to the Acquisition dated 15 May 2023, a summary of which is set out
                                        in paragraph 13 of this announcement;
 "Registrar of Companies"               the Registrar of Companies in England and Wales;
 "Regulatory Information Service"       any information service authorised from time to time by the FCA for the
                                        purpose of disseminating regulatory announcements;
 "Resolution"                           the resolution(s) to be proposed at the General Meeting necessary to approve
                                        and implement the Scheme, including, amongst other things, a resolution to
                                        amend the Articles by the adoption and inclusion of a new article under which
                                        any Egdon Shares issued or transferred after the Scheme Record Time (other
                                        than to Petrichor and/or its nominees) shall be automatically transferred to
                                        Petrichor (and, where applicable, for consideration to be paid to the
                                        transferee or to the original recipient of the Egdon Shares so transferred or
                                        issued) on the same terms as the Acquisition (other than terms as to timings
                                        and formalities);
 "Restricted Jurisdiction"              any jurisdiction where local laws or regulations may result in a significant
                                        risk of civil, regulatory or criminal exposure if information concerning the
                                        Acquisition is sent or made available to Egdon Shareholders in that
                                        jurisdiction;
 "Scheme"                               the proposed scheme of arrangement under Part 26 of the Companies Act between
                                        Egdon and Scheme Shareholders to implement the Acquisition;
 "Scheme Court Hearing"                 the hearing of the Court to sanction the Scheme under section 899 of the
                                        Companies Act, including any adjournment thereof;
 "Scheme Court Order"                   the order of the Court sanctioning the Scheme under section 899 of the
                                        Companies Act;
 "Scheme Document"                      the document to be dispatched to Egdon Shareholders including the particulars
                                        required by section 897 of the Companies Act;
 "Scheme Record Time"                   the time and date specified as such in the Scheme Document, expected to be
                                        6.00 pm on the Business Day immediately after the date of the Scheme Court
                                        Hearing, or such later time as Petrichor and Egdon may agree;
 "Scheme Shareholders"                  the holders of Scheme Shares;
 "Scheme Shares"                        all Egdon Shares:

                                        (a)  in issue at the date of the Scheme Document;

                                        (b)  (if any) issued after the date of the Scheme Document and prior to the
                                        Voting Record Time; and

                                        (c)  (if any) issued at or after the Voting Record Time and prior to the
                                        Scheme Record Time in respect of which the original or any subsequent holder
                                        thereof is bound by the Scheme, or shall by such time have agreed in writing
                                        to be bound by the Scheme,

                                        but excluding any Excluded Shares;
 "Spark "                               SPARK Advisory Partners Limited;
 "Takeover Code"                        the City Code on Takeovers and Mergers, as issued from time to time by or on
                                        behalf of the Panel;
 "Takeover Offer"                       if (with the consent of the Panel, as applicable) Petrichor elects to
                                        implement the Acquisition by way of a takeover offer as defined in Chapter 3
                                        of Part 28 of the Companies Act, the offer to be made by or on behalf of
                                        Petrichor to acquire the entire issued and to be issued share capital of Egdon
                                        (other than those shares already owned by or on behalf of Petrichor) and,
                                        where the context admits, any subsequent revision, variation, extension or
                                        renewal of such offer;
 "Third Party"                          each of a central bank, government or governmental, quasi-governmental,
                                        supranational, statutory, regulatory, environmental, administrative, fiscal or
                                        investigative body, court, trade agency, association, institution,
                                        environmental body, employee representative body or any other body or person
                                        whatsoever in any jurisdiction;
 "UK" or "United Kingdom"               the United Kingdom of Great Britain and Northern Ireland;
 "US Exchange Act"                      the United States Securities Exchange Act 1934, as amended, and the rules and
                                        regulations promulgated thereunder;
 "US" or "United States"                the United States of America, its territories and possessions, any state of
                                        the United States of America and the District of Columbia;
 "Voting Record Time"                   the time and date specified as such in the Scheme Document by reference to
                                        which entitlement to vote at the Court Meeting will be determined;
 "VSA Capital"                          VSA Capital Limited; and
 "Warrants"                             the warrants for the issue of Egdon Shares at 2.5 pence per Egdon Share as
                                        issued pursuant to a warrant instrument entered into by Egdon dated 10 August
                                        2021 and the relevant warrant certificate.

All references to time in this announcement are to London time unless
otherwise stated.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "equity share capital" have the meanings given by the
Companies Act.

References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.

References to the singular include the plural and vice versa.

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