WILDCAT PETROLEUM PLC — Proxy Solicitation & Information Statement 2026

Mar 2, 2026

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have recently sold or transferred all of your shares in WILDCAT PETROLEUM PLC, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

WILDCAT PETROLEUM PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 12392909.)

Notice of General Meeting

Notice of the General Meeting ("GM") of Wildcat Petroleum plc (the "Company") to be held at Streetly Community Library, Blackwood Road, Streetly, B74 3PL on Wednesday 25th March 2026 at 10 a.m. is set out at pages 5-6 of this document and the recommendation of the Directors is set out on pages 2 to 4.

Shareholders will receive a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned to Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD (the "Registrar") in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the GM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST Participant ID 7RA11) by no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the GM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

The action to be taken in respect of the General Meeting is set out in the Chairman's letter.

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LETTER FROM THE CHAIRMAN OF THE COMPANY

(Incorporated in England and Wales under the Companies Act 2006 with registered number 12392909)

Directors

Mandhir Singh (Chairman)
Glyn Foster Roberts (Non-Executive Director)
Trond Christoffersen (Non-Executive Director)

Registered Office

Belmont House Third Floor
Suite Asco-303
Belmont Road
Uxbridge
Middlesex,
England
UB8 1HE

Date: 27 February 2026

Dear Shareholder

General Meeting: Proposed Cancellation of Main Market Listing, Admission to the Aquis Growth Market and Change in Investment Strategy

I am pleased to inform you that a General Meeting (the “GM”) of Wildcat Petroleum Plc (the “Company”) will be held at Streetly Community Library, Blackwood Road, Streetly, B74 3PL on Wednesday 25th March 2026 at 10 a.m. to consider and, if shareholders approve, pass the below resolutions.

This letter explains why the Board of the Company recommend that shareholders of the Company vote in favour of the Resolutions.

1. Introduction

The Company's ordinary shares are currently admitted to the equity shares (shell companies) listing category of the Official List of the Financial Conduct Authority and are trading on the Main Market of the London Stock Exchange plc. The admission to the Official List and to trading on the Main Market took place at 8 a.m. on 30 December 2020, following the publication of a prospectus issued on 30 November 2020 (the "Prospectus").

The Board has undertaken a strategic review of the Company's listing structure and investment focus. Following this review, the Directors propose (i) the cancellation of the Company's listing on the Main Market of the London Stock Exchange, and (ii) the admission of the Company's ordinary shares to trading on the Aquis Growth Market, together with a revised investment strategy focused on African gold processing opportunities.

These proposals are conditional upon shareholder approval at the General Meeting.

2. Background and Reasons for the Proposals

The Directors believe that the regulatory requirements and costs associated with maintaining a Main Market listing are disproportionate for a company at the Company's current stage and are impeding the efficient execution of a reverse takeover transaction.

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The Aquis Growth Market provides a more proportionate regulatory environment and is better aligned with the Company's objective of executing an acquisition and developing an operating business. The Company intends to pursue opportunities in the African gold processing sector. Also, the current doldrums the oil price is in means that the Company is having great difficulty in securing the appropriate finance to conduct a African oil deal. Therefore, the company feels that a switch to gold from petroleum will deliver better returns for shareholders.

3. Proposed Cancellation of Main Market Listing

Subject to shareholder approval, the Company intends to cancel the listing of its ordinary shares on the Main Market. The cancellation is expected to become effective approximately one month following the publication of this Circular.

The Directors currently expect that trading in the Company's shares will continue during this period and that no suspension will occur, although this cannot be guaranteed.

4. Proposed Admission to the Aquis Growth Market

Conditional upon shareholder approval, the Company intends to apply for admission of its ordinary shares to trading on the Aquis Growth Market. Following approval of the Resolutions, the Company will appoint an Aquis corporate adviser and commence the admission process.

There can be no assurance that admission will be granted. If Aquis Exchange declines the Company's application, the Company will remain listed on the Main Market and the proposed transition will not proceed.

If admission is approved, cancellation from the Main Market and admission to Aquis are expected to occur simultaneously.

5. Change in Investment Strategy

The Company proposes to reposition its investment focus toward the acquisition and development of African gold processing operations. The Company has not entered into any binding acquisition agreements and no transaction has been completed. However, the Company has for the last year whilst still working on a possible petroleum deal, been actively scouting possible locations for a gold processing plant in northern Sudan. A number of sites have been short-listed (government/private owned) but no final decision has been made. If both the resolutions are passed then the Company is confident that a suitable site can be secured by the time the shares start trading on AQSE. Once a site has been secured then the Company plans to put a mobile hard-rock processing plant on-site (RPP) within 1-2 months in order to conduct a pilot project. Once suitable data has been collected a suitably sized RPP will be installed and the mobile RPP moved to another site. Ideally the company will be looking to install a mid-sized RPP with the capacity to process between 50 to 200 tons per hour, semi-autonomous and with cyanide leaching capacity, giving gold recovery factors of 95% (+). The Company will aim to one of these plants operational within a year of listing on AQSE. Currently Sudan is Africa's third largest gold producer (70 tons 2025) with over 80% of production coming from local small-scale artisanal miners, who on average only extract 30% of the recoverable gold from the ore. The RPP will be servicing these miners through the purchase of their gold ore/tailings. In addition to the installation of the RPP, the Company will also be involved in other gold related activities such as arbitrage, 3rd part processing, alluvial mining etc, in order to take advantage of the historically high gold price.

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Mandhir Singh, Chair, Date: 27 February 2026

6. Fundraising

The Company intends to undertake a fundraising by the 31st March 2026 to support working capital requirements and maintain the Company as a going concern on the Main market as a shell company. If admission to Aquis proceeds, the proceeds are expected to be applied toward implementation of the revised strategy and transition costs.

7. Inter-Conditional Resolutions

The Resolutions are inter-conditional. If either Resolution is not approved, both proposals will lapse and the Company will remain unchanged as a Main Market listed investment company.

8. Risk Factors

Shareholders should consider the risks set out in the section entitled "Risk Factors" in this Circular.

9. General Meeting

A notice convening the General Meeting is set out in this Circular.

Attendance at the GM

Any member attending the GM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Voting at the GM

I hope that you will be able to attend the GM. If you are unable to attend the GM in person, I would urge you to fill in the proxy form and return it to the Registrar as detailed in note 8, appoint your proxy electronically as detailed in note 9 or, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 10. Please ensure your proxy is appointed with voting instructions, to ensure your vote is counted. The deadline for the receipt by our Registrars of all proxy appointments is 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting.

Recommendation

The Board believe that the Resolutions to be proposed at the GM are in the best interests of the Company and for the benefit of its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of the Resolutions to be passed. The results of the voting on the Resolutions will be announced via the Regulatory News Service and published on our website as soon as practicable following the conclusion of the GM.

The Board would like to thank all shareholders for their continued support.

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WILDCAT PETROLEUM PLC

Company No.12392909

(the "Company")

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of the Company will be held at Streetly Community Library, Blackwood Road, Streetly, B74 3PL on Wednesday 25th March 2026 at 10 a.m. Shareholders will be asked to consider and, if thought fit, pass the following Resolutions.

Please carefully consider the below Resolutions ("Resolutions"). Resolution 1 will be proposed as a special resolution. This means that for Resolution 1 to be passed, at least three quarters of the votes cast must be in favour of the resolution. Resolution 2 will be proposed as an ordinary resolution. This means that for Resolution 2 to be passed, more than half of the votes cast must be in favour of the resolution

Resolution 1 — Cancellation of Main Market Listing (Special Resolution)

THAT, subject to the passing of Resolution 2 below, the Directors be and are hereby authorised to take all steps necessary to cancel the admission of the Company's ordinary shares to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange, and to do all acts and things necessary or desirable in connection with such cancellation.

Resolution 2 — Admission to Aquis Growth Market and Change of Investment Strategy (Ordinary Resolution)

THAT, conditional upon the passing of Resolution 1 above:

(a) the Directors be and are hereby authorised to apply for the admission of the Company's ordinary shares to trading on the Aquis Growth Market and to appoint such advisers and enter into such agreements as are necessary or desirable in connection with such admission;

(b) the Company adopt a revised investment strategy focused on the acquisition and development of African gold processing opportunities; and

(c) the Directors be authorised to implement all matters necessary to give effect to the above.

Inter-Conditionality

If either Resolution 1 or Resolution 2 is not passed, neither resolution shall take effect and the Company shall continue as a Main Market listed investment company.

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Your Board believes that the resolutions to be proposed at the GM is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that the shareholders vote in favour of the resolutions.

By order of the Board.

Mandhir Singh

Chair
Date: 27 February 2026

Registered Office:
Belmont House, Third Floor, Suite ASCO-303, Belmont Road, Uxbridge, London, UB8 1HE

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NOTES TO THE NOTICE OF GENERAL MEETING

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members at:
2. no later than 48 hours before the time appointed for holding the meeting; or
3. if this meeting is adjourned, no later than 48 hours before the time appointed for holding of the adjourned meeting (the times exclude non-working days),

shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Information regarding the meeting available on website

1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at.

Attending the meeting

1. If you wish to attend the meeting in person, please notify the Company Secretary by email at groberts@wildcatpetroleum.co.uk, so that appropriate arrangements can be made for the number of shareholders seeking to attend the GM in person. Please make this notification no later than 48 hours (excluding any UK non-working days) before the meeting.

On the date of the GM, please arrive at least 15 minutes in advance of the time appointed for holding the GM (or if this meeting is adjourned, at least 15 minutes in advance of the time appointed for holding of the adjourned GM), so that your entitlement to attend and vote at the GM can be verified against the Company's Register of Members.

Appointment of proxies

1. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights at the meeting and you should have received a proxy form with this notice of meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD or via info@nevilleregistrars.co.uk. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed.

3. Shareholders can:

4. Appoint a proxy or proxies and give proxy instructions by returning the enclosed proxy form by post (see note 8).
5. Register their proxy appointment electronically (see note 9).
6. If a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see note 10).
7. Appoint multiple proxies by notifying the Registrar (see note 5).

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1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Appointment of proxy by post

1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

• completed and signed;
• sent or delivered to the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD; and
• received by the Registrar no later than 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact the Registrar.

Appointment of proxies electronically

1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by returning the form by email to the Registrar at info@nevilleregistrars.co.uk. For an electronic proxy appointment to be valid, your appointment must be received by the Registrar no later than 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting.

Appointment of proxies through CREST

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International specifications and must contain the information required for such instructions, as described in the CREST Manual.

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The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID 7RA11) no later than 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

1. Shareholders may change proxy instructions by submitting a new proxy appointment. Note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD or by email at info@nevilleregistrars.co.uk.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointment

1. A shareholder may terminate a proxy instruction but to do so you will need to inform the Company in writing by either:

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• Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice; or
• Sending an email to the Registrar at info@nevilleregistrars.co.uk, clearly stating your intention to revoke your proxy appointment.

In either case, the revocation notice must be received by the Registrar no later than 48 hours before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

1. A corporation that is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that they do not do so in relation to the same shares.

Issued shares and total voting rights

1. As at 6 p.m. on 26 February 2026 (the latest practicable date before publication of this notice), the Company's issued share capital consisted of 3,004,470,000 ordinary shares of 0.0028p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6 p.m. on 26 February 2026 was 3,004,470,000.

Questions at the meeting

1. We will be offering shareholders the opportunity to submit questions in advance of the meeting. Please submit any question that you wish to put to the Directors, to groberts@wildcatpetroleum.co.uk. Responses to such questions will be posted on the Company's website following the meeting.

The question facility will not constitute attendance or participation on the part of the shareholder in the legal proceedings of the meeting. Questions may also be posed during the meeting as and when the Chair indicates.

Any shareholder attending the meeting has the right to ask questions. If multiple questions on the same topic are received in advance, the Chair may choose to provide a single answer to address shareholder queries on the same topic.

The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

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• Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.
• The answer has already been given on a website in the form of an answer to a question.
• It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

If you attend the meeting in person, you may be included in the recording of the meeting. Please note that this recording is solely for the purposes of creating a transcript of the meeting and will not be publicly available.

Nominated persons

1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 4 does not apply to nominated persons. The rights described in this paragraph can only be exercised by the shareholders of the Company. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights ("Nominated Person"):

2. You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights ("Relevant Shareholder") to be appointed or to have someone else appointed as a proxy for the meeting.

3. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
4. Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Voting

1. Voting on all resolutions will be conducted by way of a poll. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names.

On arrival at the GM venue, all those entitled to vote will be required to register and collect a poll card. In order to facilitate these arrangements, please arrive at the GM venue in good time. You will be given instructions on how to complete your poll card at the GM.

As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and posted on the Company's website.

Communication

1. Except as provided above, shareholders who have general queries about the meeting should send an email, setting out any queries to groberts@wildcatpetroleum.co.uk (no other methods of communication will be accepted).

You may not use any electronic address provided either:

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• in this notice; or
• any related documents,

to communicate with the Company for any purposes other than those expressly stated.

1. The Company may process personal data of those attending the GM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data, including your name and contact details. The Company shall process such personal data in accordance with its privacy policy, which can be found at https://www.wildcatpetroleum.co.uk/wp-content/uploads/2021/02/Privacy-Policy.pdf.

21. Regulatory Risk Disclosure Annex

Investors should carefully consider the following risks in connection with the proposed transition:

Shareholder Approval Risk

The proposals are conditional on shareholder approval. Failure to secure approval will result in the Company remaining unchanged as a Main Market listed entity.

Aquis Admission Risk

Admission to the Aquis Growth Market is subject to approval by Aquis Exchange. There is no guarantee that approval will be granted. If admission is refused, the Company will retain its Main Market listing.

Execution Risk

The Company has not entered into binding acquisition agreements. There is no certainty that suitable gold sector acquisitions will be identified or completed.

Funding Risk

The Company is dependent on successful fundraising to maintain working capital. Market conditions may impact fundraising capability.

Market Risk

General market volatility may affect investor appetite, share price performance, and capital availability.

Operational Transition Risk

The listing transition involves coordination of regulatory and advisory processes. Delays or unforeseen complications could impact timing.

Sector Risk

The gold processing sector involves operational, regulatory, and jurisdictional risks associated with African markets.

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Liquidity Risk

Following admission to Aquis, trading liquidity may differ from the Main Market environment.

1. Other information

Eligibility for inclusion of shares trading on the Aquis Growth Market within ISAs or SIPPs

Admission of the Company's ordinary shares to trading on the Aquis Exchange Growth Market is not expected to affect their eligibility for inclusion within ISAs or SIPPs under prevailing UK tax legislation. Shareholders should nevertheless note that ISA and SIPP managers apply their own operational policies, and the availability of dealing or in-specie transfers in respect of Aquis Growth Market securities may vary between providers.