Coro Energy : Consent Solicitation Memorandum 3 March 2022

IMPORTANT NOTICE

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

The attached Consent Solicitation Memorandum (the "Consent Solicitation Memorandum") is made available by Coro Energy plc (the "Issuer") to all holders of the Notes (as defined below), subject to each such holder providing a confirmation to the Issuer that such holder is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that such holder is not located or resident in the United States. Only holders who have provided such confirmation are authorised to receive or review the Consent Solicitation Memorandum or to participate in the Consent Solicitation (as defined in the Consent Solicitation Memorandum) made thereby.

NOTHING IN THE CONSENT SOLICITATION MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES (AS DEFINED BELOW) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY, NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Consent Solicitation Memorandum, whether received by e-mailor otherwise received as a result of an electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Consent Solicitation Memorandum. In accessing the Consent Solicitation Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Issuer and Idexis Limited (the "Information and Tabulation Agent") as a result of such access.

THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE ISSUER WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION MEMORANDUM CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION MEMORANDUM.

Confirmation of your representation: You have been sent the Consent Solicitation Memorandum at your request and, by accessing the Consent Solicitation Memorandum, you shall be deemed to have represented to the Issuer, the Information and Tabulation Agent and the Trustee that:

1. you are a holder or a beneficial owner of the Notes (as defined in the Consent Solicitation Memorandum);
2. you shall not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
3. you are otherwise a person to whom it is lawful to send the Consent Solicitation Memorandum or to make the Consent Solicitation under applicable laws;

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1. you are not a U.S. person (as defined in Regulation S under the Securities Act), and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;
2. you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum);
3. you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission; and
4. you have understood and agreed to the terms set forth in this disclaimer.

The Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Information and Tabulation Agent, BNY Mellon Corporate Trustee Services Limited (the "Trustee") or any person who controls, or is a director, officer, employee or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.

You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not nor are you authorised to deliver the Consent Solicitation Memorandum to any other person.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately notify the Information and Tabulation Agent.

The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

The communication of the Consent Solicitation Memorandum by the Issuer and any other documents or materials relating to the Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to: (1) any person within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Issuer; and (2) to any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply.

The materials relating to the Consent Solicitation Memorandum do not constitute, and may not be used in connection with, an offer of, an offer to purchase or the solicitation of an offer to purchase or sell, any securities in any jurisdiction. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

CONSENT SOLICITATION MEMORANDUM DATED 3 MARCH 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The distribution of this Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. The Consent Solicitation (as defined below) is being made only outside the United States to persons other than "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). Nothing in this Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in the United States or any other jurisdiction.

Invitation by

Coro Energy plc

(incorporated under the laws of England and Wales)

(the "Issuer")

to eligible holders of its outstanding

EUR 11,250,000 Nominal Fixed Rate 5 Percent Redeemable Secured Tranche A Notes due 2022 (XS1961888606)

(the "Tranche A Notes")

and

EUR 11,250,000 Nominal Fixed Rate 5 Percent Redeemable Secured Tranche B Notes due 2022 (XS1961888788)

(the "Tranche B Notes")

(and the Tranche A Notes and the Tranche B Notes together, the "Notes")

to consider and, if thought fit, approve the Proposals (as defined herein), being (i) the extension of the maturity of the Notes to 12 April 2024; (ii) certain modifications of Condition 7.1 (Interest Rate and Interest Payment Dates) of the terms and conditions of the Notes (the "Conditions"); (iii) the insertion of a new Condition 7A (Conversion of Interest); and (iv) the addition of a new covenant to Condition 5 (Covenants) and a related electronic voting mechanism in Schedule 3 (Provisions for Noteholders Meetings) of the Trust Deed (as defined herein), by way of extraordinary resolution of the holders of the Notes (the "Extraordinary Resolutions"), all as further described in this Consent Solicitation Memorandum (such invitation in respect of the Notes, the "Consent Solicitation").

A notice (the "Notice") convening each Meeting to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT, at 10.00 a.m. (London Time) in respect of the Tranche A Notes (the "Tranche A Notes Meeting") and at 10.15 a.m. (London time) or after the completion of the Tranche A Notes Meeting (whichever is later) in respect of the Tranche B Notes (the "Tranche B Notes Meeting") on 25 March 2022, access to which for Noteholders that wish to attend in person or appoint a proxy (other than the Information and Tabulation Agent or the Registrar) will be granted only via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request, has been given to Noteholders in accordance with the relevant Conditions (each as defined herein) on the date of this Consent Solicitation Memorandum. The form of the Notice is set out in the Annex (Form of Notice of Meetings) to this Consent Solicitation Memorandum.

The Consent Solicitation is expected to expire at 10.00 a.m. (London time) in respect of the Tranche A Notes and 10.15 a.m. (London time) in respect of the Tranche B Notes on 23 March 2022 (such time and date, as the same may be extended, the "Expiration Deadline"). Noteholders may continue to submit Electronic Voting Instructions up to the Expiration Deadline.

The deadlines set by any intermediary or Clearing System (as defined herein) will be earlier than the deadlines set out in this Consent Solicitation Memorandum. Noteholders that do not deliver a valid Electronic Voting Instruction, but who wish to attend and vote at the relevant Meeting in person or to be represented or to otherwise vote at the relevant Meeting, in each case via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request, must make the necessary arrangements by the Expiration Deadline.

In light of the UK Government's response to the COVID-19 outbreak, the Issuer strongly encourages all Noteholders to submit their Electronic Voting Instructions or to make other arrangements to be represented or to vote at the relevant Meeting in accordance with the Meeting Provisions via a Microsoft Teams video conference meeting ID to be provided by Fieldfisher LLP upon request. Due to the regular changes of the UK Government's laws in relation to COVID-19, attending the relevant Meeting in person may breach UK Government guidelines on the Meeting Date. Therefore, the Issuer is not giving the option for Noteholders to attend at the physical place of the Meetings.

Information and Tabulation Agent

Idexis Limited

This Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposals or the passing of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the relevant meeting (including any adjourned meeting) at which the Extraordinary Resolution is to be considered (each of the relevant meetings a "Meeting").

In accordance with normal practice, the Trustee has not been involved in the formulation of the Proposals outlined in this Consent Solicitation Memorandum and the Trustee expresses no opinion on the merits of the Proposals. The Trustee has not made and will not make any assessment of the merits of the Proposals or of the impact of the Proposals on the interests of the Noteholders either as a class or as individuals. The Trustee recommends that Noteholders who are unsure of the impact of the Proposals should take their own independent financial, legal and tax advice on the merits and on the consequences of voting in favour of or against or taking no action in respect of the Proposals, including any tax consequences. The Trustee has not independently verified, does not make any representation or warranty, express or implied, and is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Consent Solicitation Memorandum or omissions therefrom.

None of: (i) the Issuer; (ii) Idexis Limited (the "Information and Tabulation Agent"); or (iii) BNY Mellon Corporate Trustee Services Limited (the "Trustee") expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting.

Capitalised terms used in this Consent Solicitation Memorandum have the meaning given in the section headed "Definitions" and any other definitions of such terms are for ease of reference only and shall not affect their interpretation.

All documentation relating to the Consent Solicitation, including all announcements, additional copies of this Consent Solicitation Memorandum and any amendments or supplements to this Consent Solicitation Memorandum, will be available from the Information and Tabulation Agent.