2 June 2025

Kistos Holdings plc

("Kistos" or the "Company")

Cancellation of Kistos Energy (Norway) AS bonds

Kistos (LSE: KIST), an independent energy company focused on generating value across the upstream and midstream markets, announces that on 29 May 2025 its Norwegian subsidiary, Kistos Energy (Norway) AS, notified Nordic Trustee AS of the cancellation of all of its outstanding Kistos Energy (Norway) AS hybrid callable bonds 2023/2083 (ISIN: NO0012867326) (the "Bonds") with an aggregate nominal amount of USD 15,000,000. The Bonds will be cancelled on 2 June 2025 with the record date being 28 May 2025.

In accordance with the terms of the Bonds, the holders of the Bonds immediately prior to such cancellation (the "Relevant Bondholders") shall be eligible to be allocated and receive up to 2,400,000 class C warrants exercisable into new Kistos ordinary shares at a price of 385 pence each (the "Class C Warrants") pursuant to the warrant instrument constituted by Kistos on 22 May 2023 (the "Warrant Instrument"). In addition, up to 1,900,000 of the class B warrants exercisable into new Kistos ordinary shares at a price of 385 pence each (the "Class B Warrants") issued by Kistos pursuant to the Warrant Instrument will be cancelled if Kistos allots any Class C Warrants.

Under the terms of the Warrant Instrument:

·           each Relevant Bondholder who delivers a valid notice in writing to Kistos prior to 30 June 2025 shall be allocated and receive a share of 2,400,000 Class C Warrants that corresponds to its pro rata share of the cancelled Bonds;

·           Kistos shall allot and issue any Class C Warrants for which it receives a valid written notice within 30 calendar days of 30 June 2025;

·           if Kistos allots any Class C Warrants, Kistos shall, by issuing a cancellation notice to the holders of Class B Warrants, cancel such number of Class B Warrants ("X"), calculated as follows:

X =       1,900,000        x          number of Class C Warrants issued by Kistos

                                                                                    2,400,000

·           the relevant number of Class B Warrants shall be cancelled on and with immediate effect from the effective date of the issue of the Class C Warrants, and any certificate for such cancelled Class B Warrants shall be void with immediate effect at such time.

For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of Kistos is Andrew Austin, Executive Chairman.

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