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 THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF UPLAND RESOURCES LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.  Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement.

22 February 2023

UPLAND RESOURCES LIMITED

("Upland" or the "Company")

Result of Oversubscribed Fundraise

Upland Resources Limited (LSE: UPL) is pleased to announce that following the announcement on 20 February 2023 in respect of the proposed fundraise ("the Fundraise") by way of direct subscription with investors ("the Subscription") and placing through house broker Optiva Securities Limited ("the Placing"), that the Fundraise has now raised gross proceeds of approximately £1.705 million at a price of 0.6p per new ordinary shares ("Fundraising Price") of no par value in the capital of the Company ("Ordinary Shares") conditional upon inter alia the Company publishing a prospectus approved by the Financial Conduct Authority ("Prospectus") and admission to the Main Market and Standard Segment of Official List of those Ordinary Shares ("Admission"). 

Although size of the Fundraise was increased from £1.2 million to £1.743 million, the Company opted to take less than the £3 million demand received.  The Company is hoping to publish the Prospectus before the end of February 2023 but this cannot be guaranteed.

Furthermore, the directors and certain members of the senior management team have indicated that they would be willing to subscribe for £45,000 of Ordinary Shares at the Fundraising Price ("Management Shares") shortly after the publication of the Prospectus but prior to Admission ("Management Subscription").  Assuming the Fundraise and the Management Subscription proceed, the Company will issue an aggregate of 290,500,000 Ordinary Shares.   

The Fundraising Price represents a premium of 20% to the closing price of 0.5p per Ordinary Share on 17 February 2023, being the last business day prior to the announcement of the Fundraise.

The Company will also issue one warrant over an Ordinary Share for every two Ordinary Shares issued in the Fundraise and the Management Subscription.  These warrants will be exercisable at a price of 1.20p ("Warrant Price") for a period of two years from grant.  The warrants issued in respect of the Fundraise will be issued at Admission if it occurs whilst the warrants to be issued in connection with Management Subscription are anticipated to be issued at the same time as the Management Shares should it proceed.  The Company has also agreed to issue 5,000,000 broker warrants at the Warrant Price to Optiva Securities Limited as part of their renumeration for the Placing as at Admission.  Therefore, in total in connection with the Fundraise and the Management Subscription the Company will issue 150,250,000 warrants over Ordinary Shares at the Warrant Price.

Bolhassan Di, Upland Chairman and CEO commented:

"We are pleased to announce the overwhelming success of the Financing, and grateful for the support shown by new strategic and existing investors. We view the investment by highly experienced investors in the energy sector as an endorsement of our growth plans in Sarawak, reinforcing and validating our strategy.

This investment enables Upland to grow our stake in Block SK334 Joint Technical Study from 20% to 45% which is a 125% increase from our original participating interest. 

Following significant demand in the bookbuild the Board decided to upsize the Fundraise, increasing the gross proceeds from £1.2m to £1.705m. 

Crucially, our low-cost operating model means we are now fully funded to complete the Joint Technical Study in Sarawak, covering all work commitments into 2024.

We look forward to updating the market on our latest developments in the coming weeks."

**ENDS**

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