Proposed Placing and Open Offer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF THE EU MARKET ABUSE REGULATIONS 596/2014 AND THE MARKET ABUSE (AMENDMENT)(EU EXIT) REGULATIONS 2019/310

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF BARRYROE OFFSHORE ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

Proposed Placing and Open Offer

Dublin and London - 6 April 2023

The Board of Barryroe is pleased to announce its intention to raise up to €20 million through a proposed placing and open offer. The Placing will be for an amount of up to €12m (a sum that includes warrants) ("the Placing"). The Placing will only be available to qualifying professional investors who do not participate in the previously announced Convertible Loan Note ('CLN') or the proposed Open Offer. The Open Offer will be for an amount of up to €8 million (a sum that includes warrants) will be available to all qualifying shareholders who hold their shares in dematerialized form who do not participate in the CLN or the Placing ("the Open Offer").

The Placing Price for the Placing will be €0.015 per new ordinary share ("the Placing Share"). Each Placing Share will also entitle the holder to subscribe for a warrant to purchase an additional 1.5 ordinary shares for €0.015 per ordinary share for a period of 10 years from the date of issuance. Further details on the Placing including the terms and conditions to participate will be announced in due course.

The proposed Open Offer is for an amount up to €8 million (a sum that includes warrants). Qualifying shareholders will be able to subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 6 Existing Ordinary Shares held on the Record Date, which is 5 April 2023, for €0.015 per new Open Offer Share. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer. Each Open Offer Share will also entitle the holder to subscribe for a warrant to purchase an additional 1.5 ordinary shares for €0.015 per ordinary share for a period of 10 years from the date of issuance. The terms and conditions of the Open Offer (including eligibility to participate) will be detailed in the EGM circular to shareholders.

The Placing and Open Offer is structured so as to provide an opportunity for all qualifying shareholders who hold their shares in dematerialized form to continue to fully participate in the Barryroe project. Funds raised in the Placing and Open Offer will be employed to meet working capital requirements and to maintain the momentum behind the Barryroe project over the next two years. The indicative timetable for the Placing and Open Offer is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(i)    Each of the times and dates shown above and elsewhere are indicative and accordingly are subject to change. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.

The ex-entitlement date and time for the open offer is 8:00 am on 6 April 2023. A purchaser of the ordinary shares after the ex-date is not entitled to participate in the Open Offer. Unless the counterparties specifically agree otherwise the buyer assumes the benefit when trading ahead of the ex-date and the selling party would need to pass the benefit on to buyer if the seller is still the recorded owner at Record Date. Likewise the seller retains the benefit if execution takes place on Ex date or later.

EXTRAORDINARY GENERAL MEETING (EGM)

The proposed Placing and Open Offer and the issuance of shares and warrants pursuant to the CLN, will require certain shareholder resolutions to be passed by the Company's shareholders at an EGM of the Company. A circular convening the EGM and providing further details on the proposals will be prepared and sent to shareholders in due course. The circular will also include, if and as required, details on the potential granting of waivers under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022 (on such terms and subject to such conditions as the Irish Takeover Panel may require) from the requirement for any holder of such securities and rights to make a mandatory offer for the Company on the issuance of any ordinary shares.

Alan Curran CEO, comments:

"Through the Placing and Open Offer we are pleased to allow qualifying shareholders the opportunity to participate in the funding solution for Barryroe on terms substantively similar to those in the CLN. The Funding Agreement with Vevan, as amended to include additional participants, meets the financial requirements for the well work programme.  Taken together, both fundraisings will place the Company on a solid financial footing for the foreseeable future. We now look forward to progressing the Barryroe project, especially to the grant of the Lease Undertaking by the Minister, so that we can expedite the necessary appraisal well preparations. Finally, on behalf of the Board and myself I would especially like to thank all shareholders for their ongoing support"

INVESTOR ENQUIRIES:

Barryroe Offshore Energy P.l.c.   Tel: +353 1 219 4074

Alan Curran , Chief Executive

Job Langbroek , Investor Relations    

 J & E Davy     Tel: +353 1 679 6363

Anthony Farrell, Director

  MEDIA ENQUIRIES

AM O'Sullivan PR  Tel: +353 87 9881890 / tina@amosullivanpr.ie

Tina Quinn