Scirocco Energy : Raptor GM Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the contents of this document and/or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your ordinary shares in Scirocco Energy plc, please forward this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can forward these documents to the person who now owns the ordinary shares.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy ordinary shares in Scirocco Energy plc.

SCIROCCO ENERGY PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with company number 05542880)

PROPOSED DISPOSAL OF THE RUVUMA ASSET

NOTICE OF GENERAL MEETING

Notice of a General Meeting of the Company, to be held at Pinsent Masons LLP, 141 Bothwell Street, Glasgow, G2 7EQ at 10:30am on 29 June 2022 is set out in Part II of this document.

A Form of Proxy for use at the meeting is enclosed with this document and should be completed, signed and returned as soon as possible and in any event so as to be received by the Company's registrars at Share Registrars Limited, at The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR by no later than 10:30 am on 27 June 2022. Completion and posting of the Form of Proxy will not prevent a shareholder from attending and voting in person

If you hold your Ordinary Shares in uncertificated form you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrars (under CREST Participation ID 7RA36 by no later than 10:30am on 27 June 2022. The time of receipt will be taken to be the time from which the registrar is a ble to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

This document contains forward looking statements, including, without limitation, statements containing the words "believe", "anticipated", "expect", and similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements expressed or implied by such forward looking statements to be materially different. In light of these issues, uncertainties and assumptions, the events described in the forward looking statements in this document may not occur. Subject to legal or regulatory requirements, the Company disclaims any obligation to update any such forward looking statements in this document to reflect future events or developments.

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CONTENTS

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	3
DEFINITIONS	4-6
PART I: LETTER FROM THE CHAIRMAN	7-12
PART II: NOTICE OF GENERAL MEETING	13-16

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Circular and the accompanying Form of Proxy	13 June 2022
Latest time and date for receipt of completed Forms of Proxy and	10.30am 27	June 2022
receipt of electronic proxy appointments via the CREST system
General Meeting	10.30am 29	June 2022
Announcement of results of General Meeting	29 June 2022
Longstop date of the Proposed Transaction	30	June 2023
Estimated Completion of the Proposed Transaction*	31 December 2022

* The Company will provide updates via RNS on the progress towards Completion

All times shown above are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or date above changes, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange plc.

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DEFINITIONS

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

"Act"	the Companies Act 2006, as amended
"AD"	anaerobic digestion
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies governing the admission to and
	operation of AIM published by the London Stock Exchange as
	amended from time to time
"Aminex"	Aminex PLC, the Company's joint venture partner in relation to
	the Ruvuma PSA through its wholly-owned subsidiary, Ndovu
"APT"	ARA Petroleum Tanzania Limited, the Company's joint venture
	partner in relation to the Ruvuma PSA and the operator under the
	Ruvuma PSA

"Articles"

"Asset Purchase Agreement" or "APA"

"bcf"

"Board" or "the Directors"

"certificated" or "in certificated form"

"Circular" or "document" "Company" or "Scirocco"

the articles of association of the Company in force at the date of this document

means the conditional asset purchase agreement between the Company and Wentworth dated 13 June 2022 in respect of the Proposed Transaction

Billion (109) Cubic Feet, a measure of gas volume

the directors of the Company, as at the date of this document, whose names are set out on page 7 of this document

the description of a share or other security that is not in uncertificated form (namely, not in CREST)

this circular, dated 13 June 2022

Scirocco Energy PLC, a company incorporated in England and Wales with company number 05542880 whose registered office is at 1 Park Row, Leeds, United Kingdom, LS1 5AB

"Completion"	completion of the Proposed Transaction in accordance with the
	Asset Purchase Agreement
"Conditions Precedent"	has the meaning given to it in paragraph 3 of Part I of this
	document
"CREST"	the relevant system (as defined in the CREST Regulations) for the
	paperless settlement of trades and the holding of uncertificated
	securities, operated by Euroclear, in accordance with the same
	regulations
"CREST Manual"	the rules governing the operation of CREST, as published by
	Euroclear
"CREST member"	a person who has been admitted by Euroclear as a system-
	member (as defined in the CREST Regulations)
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"CREST participant"

"CREST Regulations"

"CREST sponsor" "EAG" "Economic Date" "Euroclear"

"EU"

"Facility"

"Facility Agreement"

"FCA"

"Form of Proxy"

"General Meeting"

"GGL"

"Government" "Group" "HE1"

"Investing Policy"

"London Stock Exchange"

"Mtwara Exploration Licence"

"Ndovu"

"Notice of General Meeting"

"Ordinary Shares"

a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as amended

a CREST participant admitted to CREST as a CREST sponsor

Energy Acquisitions Group Limited

1 January 2022

Euroclear UK & International Limited, the operator of CREST

the European Union

has the meaning given to it in paragraph 3 of Part I of this document

the conditional facility agreement entered into between Scirocco and Wentworth in connection with the Proposed Transaction on 13 June 2022

the Financial Conduct Authority of the UK

the form of proxy enclosed with this document for use in relation to the General Meeting

the general meeting of the Company, convened for 10:30am on 29 June 2022 and any adjournment thereof, notice of which is set out in Part II of this document

Greenan Generation Limited

the Government of Tanzania

together the Company and its subsidiary undertakings

Helium One Limited

the investing policy of the Company as adopted on 9 July 2021

London Stock Exchange plc

the Mtwara Exploration Licence dated 8 December 2005 amongst, as at the date of this Agreement, The United Republic of Tanzania Ministry of Energy and Minerals, the Company, Aminex and ARA

Ndovu Resources Limited

the notice convening the General Meeting, as set out in Part II of this document

ordinary shares of 0.2 pence each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles

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