Potential block sale of existing shares in PetroTal Corp.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

An unnamed financial investor (the “Seller”) has retained Pareto Securities AS (the "Manager") to explore a potential block sale of existing shares in PetroTal Corp. (the "Company") through a private placement (the “Offering”).

The Company is incorporated under the laws of Alberta, Canada, and is headquartered in Calgary, Canada. It is an oil and gas development and production company focused on the development of oil assets in Peru.

The Company’s shares are currently admitted to trading on both AIM (a multilateral trading facility operated by the London Stock Exchange) under the ticker “PTAL” and on TSXV - TSX Venture Exchange (a stock exchange operated by the TMX Group in Toronto, Canada) under the ticker “TAL”. However, the shares in the Offering are deposited in CREST and will thus be delivered & directly tradable on AIM.

The Seller is contemplating selling up to 38,781,157 shares in the Company (equal to approx. 4.59% of the Company’s outstanding shares). The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in GBP (pence). The Seller reserves the right, at its sole discretion, to sell fewer shares or no shares at all.

The bookbuilding period in the Offering will commence today (7 July 2022) at 17:30 CEST and will close on 8 July 2022 at 08:00 CEST. The Seller reserves the right, at its sole discretion, to close the bookbuilding period earlier or later. Please be aware of the fact that the bookbuilding period in the Offering will overlap with the trading hours on TSXV. The Offering is expected to be priced and allocated before 09:00 CEST on 8 July 2022 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).

The Seller currently holds 38,781,157 shares in the Company on AIM (equal to approx. 4.59% of the shares outstanding), 3,130,500 shares in the Company on TSXV (equal to approx. 0.37% of the shares outstanding) and 8,826,666 warrants in the Company with a strike price of GBP 16 (pence) which matures on 18 June 2023. If the demand and price in the Offering is satisfactory the Seller may thus sell its entire shareholding in the Company on AIM.

The Seller will enter into a 90-day customary lock-up with the Manager following the completion of the Offering for any of the financial instruments (both shares and warrants) the Seller holds in the Company which are not sold as part of the Offering.

For more information about the Offering please contact the Manager:

Pareto Securities AS

+47 22 87 87 50

Important Notices

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United  Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services  and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Seller believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond their control.

By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Seller does not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.

Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.