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21^st July 2022

UPLAND RESOURCES LIMITED

("Upland" or the "Company")

Amendment - Tunisian Farmout Agreement

RNS to correct previous RNS released at 7:00 am on 21^st July 2022 where reference to Upland option is included below

Upland Resources Limited (LSE: UPL), is pleased to announce that a Farmout Agreement has been signed between Upland Saouaf, a wholly owned subsidiary of the Company, and Pennpetro Energy PLC ("PPP" or "Pennpetro") through Pennpetro's wholly owned subsidiary, Nobel Petroleum USA Inc ("NPUSA"), for a farm-in into Upland's Saouaf permit area in Tunisia ("Saouaf Permit"). The Saouaf Permit is held in joint venture with the Tunisian state oil company, Enterprise Tunisienne d'Activités Pétroliéres ("ETAP").

Both Upland and Pennpetro have previously announced the signing of a Heads of Terms agreement with on 16 March 2022.

Farm-In

Pennpetro wholly owned subsidiary NPUSA will farm-in for an 80% working interest and assume operatorship, subject to ETAP approval. NPUSA and Upland will jointly seek from the Tunisian authorities a one-year extension ("Extension") to the Saouaf Permit to allow sufficient time to undertake the current prospective work programme which expires on 23 December 2022 ("Expiry Date"), consisting of an obligation to acquire 300 km of new 2D seismic data and reprocessing some existing 2D seismic data. Extension negotiations have already been initiated referencing the Hydrocarbon Code of Tunisia.

NPUSA will be appointed as the Operator for the Saouaf Permit and a formal Operating Agreement will be executed. The working interests of NPUSA and Upland Saouaf (interest carried by NPUSA) up to the Expiry Date are as follows:

·    Nobel Petroleum USA, Inc.                        80%

·    Upland Saouaf                                             20%

The Saouaf Permit can, under its priority rights, be converted into an exploration permit at the Expiry Date. In the three years following that Expiry Date, the exploration work programme requires the acquisition of 150 km of 2D seismic and the drilling of one exploration well to reach the M'cherga formation or equivalent to a minimum depth of 1500m.

Upon the conversion to the Exploration Permit, the working interests will be as follows:

·    Nobel Petroleum USA, Inc.                        40%

·    ETAP                                                               50%

·    Upland Saouaf                                             10%

Subject to Extension, Pennpetro has agreed to reimburse Upland for 80% of its prior sunk costs in Tunisia, amounting to £310,225.  This will be paid through the issue of fully paid ordinary shares in Pennpetro ranking pari passu with other ordinary shares in Pennpetro at a deemed value of the higher of either £0.28 each or 10% discount to the closing mid-market pricing of the Company's shares on the date of the Company's RNS confirming the Extension.

Additionally, Upland have secured an option to purchase up to a further 25% of Pennpetro's  80% share of the Saouaf license, exercisable 90 days after completion of the 2D seismic acquisition, with a pro-rata option cost equal  to 250% of the associated seismic cost.

Execution of such an option would therefore increase Upland's effective net interest from 10% to 20%, for example:

·    ETAP 50%

·    Nobel Petroleum 30%

·    Upland resources 20%

The Saouaf permit hosts up to 10 gas prospects and leads with multi-trillion cubic feet gross potential in multiple targets and is strategically located relatively close to gas pipeline infrastructure (the TransMed pipeline).

Upland Chairman Bolhassan Di commented:

"We are delighted to be able to progress our prospective partnership with Pennpetro and look forward to successfully developing the Tunisian Saouaf Permit with them. Saouaf is a large scale potentially multi-trillion cubic feet gas asset with multiple leads and prospects situated in near proximity to the TrasnsMed gas pipeline that supplies gas from Algeria through Tunisia and into Europe via Sicily. Europe's energy needs have never been as vital as they are now and further developing this asset has potential to provide exceptional returns for investors upon success.

Following valuable technical interpretations of existing data from Upland's technical team we look forward advancing to the next stage of development namely capturing modern 2D seismic over a huge 300 line-kilometer area and through further understanding of the license potentially opening an exciting new hydrocarbon play of great strategic import in Tunisia.

Through this proposed farmout agreement, Upland also not only mitigates its work commitment costs on Saouaf but retains exposure to upside in the license through a residual stake in Saouaf and the option discussed above. We look forward to working further with Pennpetro and ETAP and to updating shareholders further in due course."

**ENDS**

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