Star Phoenix Group Ltd

("Star Phoenix" or "the Company")

20 January 2020

Not for distribution to U.S. newswire services or for publication, distribution, release or dissemination, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan, the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.

The information contained within this announcement is deemed by the company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of certain of the matters contained in this announcement, with the result that certain persons became aware of such inside information, as permitted by MAR. Upon the publication of this announcement via regulatory information service ("RIS"), this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

This announcement does not constitute a prospectus for the purposes of the prospectus rules of the Financial Conduct Authority, nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this announcement has not been approved by or filed with the Financial Conduct Authority and is not intended to provide the basis for, or relied on in connection with, any investment decision in respect of Star Phoenix Group Ltd or other evaluation of any securities of Star Phoenix Group Ltd or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

SUBSCRIPTION AND TOTAL VOTING RIGHTS

Star Phoenix (AIM: STA), an international company with oil and gas projects and oilfield service businesses in Trinidad and Indonesia, is pleased to announce that is has signed a subscription agreement with a new investor Thesolia Ltd, for new ordinary shares to raise approximately £520,000 (the "Subscription"). Pursuant to the Subscription, the Company will issue 23,561,326 new ordinary shares (the "Subscription Shares") at a price of 2.21 pence per new ordinary share. The Subscription Shares represent 20% of the issued ordinary share capital of the Company prior to the Subscription. The proceeds of the Subscription will be used for general working capital purposes.

As part of the Subscription, the investor can nominate up to two non-executive directors to the Board of the Company and shall retain this ability for so long as it holds 10% or more of the Company's shares in issue. Any director appointment will be subject to the satisfactory completion of regulatory due diligence checks.

The Subscription Shares will rank pari passu with existing ordinary shares in the capital of the Company ("Ordinary Shares"). The Company will make a further announcement on receipt of proceeds from the Subscription, at which stage, an application to admit the Subscription Shares to trading on AIM will be made.  Following Admission, the Company's issued share capital will comprise 141,367,955 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury. The figure of 141,367,955 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.