Aim Rule 26

Aim Rule 26 Information

This page contains links to core management and financial information and has been designed to comply with Rule 26 of the AIM Rules for Companies – ‘Company Information Disclosure’. The information contained here was last updated on July 28, 2022.

PetroTal Corp. is an oil and gas company whose shares are currently admitted to trading on the TSX-V and AIM. The Company is focused on development of oil and gas assets in Peru and it currently has controlling interests in three onshore Peru license blocks, being Block 95, which includes the Bretaña Assets, and two exploration blocks, namely Block 107 and Block 133.

The Company is advancing the development of its flagship Bretaña Assets, which includes the producing Bretaña oil field, located in the Marañon basin along the Ucayali River, as well pursuing the exploration of Block 107, located in the Ucayali Basin of Eastern Peru, where the Company is targeting a farm-out to bring in a partner to drill the Osheki Prospect within Block 107 in Q4 2019 or early 2020.

Douglas C. Urch (age 59) – Non-Executive Director and Chairman of the Board

Douglas Urch has over 35 years of oil and gas industry experience. Previously, Mr. Urch was the
Executive Vice President, Finance and Chief Financial Officer of Bankers Petroleum Ltd. and Vice
President, Finance and Chief Financial Officer of Rally Energy Corp. Mr. Urch is a Chartered Professional
Accountant (CPA) and a designated member of the Institute of Corporate Directors (ICD). Mr. Urch
graduated from the University of Calgary with a Bachelor of Commerce degree.

Manuel Pablo Zúñiga-Pflücker (age 57) – President and Chief Executive Officer and
Corporate Secretary

Manuel Zúñiga is a petroleum engineer with 30 years of industry experience. Mr. Zúñiga was a founder
and the President and Chief Executive Officer of BPZ when oil was discovered in the Corvina field of
the Z-1 Block, brought online in less than two years using the first floating production storage and
offloading (FPSO) unit ever used in Peru and developed with a buoyant drilling and production platform.
Prior to completion of the Arrangement, Mr Zúñiga had been the President and Chief Executive Officer
and Chairman of the Managers of PetroTal LLC since January 2016.

He started his career as a junior engineer with Occidental Petroleum where he worked in Block 1-AB,
located in the northern jungle of Peru. He was born and raised in Talara, Peru and has led exploration
and development projects for oil and gas in Peru, as well as other countries in Latin America. He has
established relationships with operators in Peru, including owners of the targeted assets, and has good
relationships with government agencies in the region. Mr. Zúñiga holds a Bachelor of Science degree
in Mechanical Engineering from the University of Maryland and a Masters of Science degree in
Petroleum Engineering from Texas A&M University.

Gary S. Guidry (age 62) – Non-Executive Director

Gary Guidry is a professional engineer with more than 35 years of experience developing and
maximizing assets in the international oil and gas industry. Mr. Guidry has direct experience managing
large, international projects, including assets in Latin America, Africa, the Middle East and Asia. Mr.
Guidry is currently the President, Chief Executive Officer of GTE and prior to that was the President
and Chief Executive Officer of Caracal Energy Inc. (now known as Glencore E&P (Canada) Inc.
(“Glencore”)). Mr. Guidry received a Bachelor of Science degree in Petroleum Engineering from Texas
A&M University in 1980 and is an Alberta-registered professional engineer and a member of the
Association of Professional Engineers and Geoscientists of Alberta.

Mr Guidry is one of two representatives of GTE on the Board and is therefore not considered to be

Ryan Ellson (age 42) – Non-Executive Director

Ryan Ellson has more than 17 years of experience in a broad range of international corporate finance
and accounting roles. Mr. Ellson is currently the Chief Financial Officer of GTE and prior to that was
Head of Finance for Glencore and held the position of Vice President, Finance. Mr. Ellson is a Chartered
Accountant (CA) and holds a Bachelor of Commerce degree and a Master of Professional Accounting
degree from the University of Saskatchewan.

Mr Ellson is one of two representatives of GTE on the Board and is therefore not considered to be

Gavin Wilson (age 55) – Non-Executive Director

Gavin Wilson is an Investment Manager for Meridian Group of Companies, a private investment
company, which has a significant shareholding in the Company. Mr. Wilson was the Founder and
Manager of RAB Energy and RAB Octane, listed investment funds, from 2004 until 2011. From 1992
to 2003, he worked with Canaccord Capital London, an investment banking company, as Head of Oil
and Gas, responsible for sales and Corporate Brokering/Finance. He holds a Bachelor of Arts degree
in French History and Civilization.

Mark McComiskey (age 46) – Non-Executive Director

Mark McComiskey, is a Founding Partner of Vanwall Capital, LLC. Prior to November 2015, Mr.
McComiskey was a Managing Partner of Prostar Capital Ltd., a specialized global investment manager
in energy infrastructure investments. From June 2004 to April 2012 he was at First Reserve
Corporation, the world’s largest energy focused global private equity and infrastructure investment
firm, where he served as Co-Head of Private Equity from December 2010. Mr. McComiskey holds a
Juris Doctor degree from Harvard University and an AB degree in economics from Harvard College.

The Company is incorporated in Canada. As the Company is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

PetroTal trades on AIM under the ticker PTAL and on the TSX-V under the ticker TAL.

The Company is not subject to takeover regulation in the UK and the City Code will not apply to the Company. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules for bids made to security holders in various jurisdictions in Canada.

In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territorial securities legislation governing takeover bids.

As the Company is incorporated in Canada, shareholders’ rights may be different from the rights of shareholders in a UK incorporated company.

Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its Shareholders’ interests in three percent or more of the Common Shares and changes thereto (of any movements through a percentage point upwards or downwards). As the Company is incorporated in Alberta, provisions have been incorporated into the Articles (and approved by Shareholders at the Special Meeting held on 4 June 2018) which, to the extent possible, mirror the requirements of DTR 5 which require that Shareholders holding interests in three percent or more of the Company’s Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto.

In accordance with the Company’s Articles of Association, all shareholders in the Company holding an interest in three per cent. or more of the Company’s shares (including all legal and beneficial interests, direct or indirect, or interests in financial instruments which are referenced to such shares, of such shareholders) are required to notify the Company of their interest and of any subsequent relevant changes to their holdings. Those changes shall include any increase or decrease to such holdings through any single percentage threshold.

Shareholders are therefore requested to notify the Company in accordance with Rule 17 of the AIM Rules.

The Company has 863,208,996 Common Shares of no par value in issue.

The Percentage of securities not in public hands is 31.0%

There are no restrictions on the transfer of securities.


Substantial and Significant Shareholder Number of Common Shares Percentage of Issued Share Capital
Meridian Capital International Fund 154,010,361* 17.84%
Kite Lake Capital Management (UK) LLP 103,748,520 12.02%
Encompass Capital Advisors LLC 65,643,213 7.60%
Fidelity International 42,315,097 4.90%

*Meridian Capital’s Common Shares excludes linked parties last reported to own 4,165,814 Common Shares.

Last Updated: December 20, 2022

Relevant investor notices are available on the Company’s Investor Relations page.

Nominated & Financial Adviser
Strand Hanson Limited
26 Mount Row

Joint Broker
Auctus Advisors LLP
4 Lombard Street

Joint Broker
Stifel Nicolaus Europe Limited
150 Cheapside

Deloitte LLP
Suite 700, 850 – 2nd Street
S.W., Calgary
T2P 0R8

Legal Advisers to the Company
Stikeman Elliott LLP
4300 Bankers Hall West
888 – 3rd Street S.W.
Calgary, AB T2P 5C5

Financial Public Relations
Celicourt Communications
7-10 Adam Street
Wc2N 6AA