TERRAOIL SWISS AG: Terraoil Announces New Corporate Structure

Terraoil Announces New Corporate Structure

Shareholders Will Be Invited to Participate in Restructuring of Terraoil

Steinhausen, Switzerland, March 21, 2023 - Terraoil Swiss AG (“Terraoil” or “Company”), an energy company with a strong focus on the Mediterranean is pleased to announce that the Company has completed the initial steps for the restructuring of the Company. The restructuring will provide all shareholders the opportunity to hold a pro-rata share of the new parent company (“Topco”) which shares are intended to be listed on an international stock exchange. It is expected that Terraoil will ultimately become a 100% owned subsidiary of Topco.

The restructuring will give all registered shareholders the opportunity to exchange their existing shares of Terraoil for shares of Topco on a one for one basis. The transaction is expected to be effected by way of capital increases of Topco by contributions in kind. Topco has been incorporated in Liechtenstein based on the analysis of the Company which showed that for many international investors it is more attractive to invest into a Liechtenstein rather than a Swiss company. All registered shareholders will receive further written communication directly from the Company with instructions on how to exchange their shares for Topco shares.

Topco has engaged a top tier investment bank as its financial advisor with respect to a pre-initial public offering financing. It is envisaged that this investment bank will also support Topco in a potential international stock listing. Shareholders will receive further information if and when available and appropriate.

Chief Executive Officer, Peter Krempin commented:

“We have reached a major milestone in the development of the group. Our shareholders will now have the opportunity to participate in the restructuring of the Company. Our partnership with a renowned investment bank is expected to provide the expertise to raise the required financing to advance the group’s projects and ultimately achieve the listing of our integrated energy company on an international stock exchange.”

If you are an Terraoil shareholder and would like additional information, contact Peter Krempin either via email investors@terraoil.swiss or by telephone at +41 71 544 01 20.

About Terraoil Swiss AG

Terraoil is an international energy company with a focus to identify and advance business opportunities in the upstream oil and gas and renewable energy sectors in the Mediterranean region.

https://terraoil.swiss

Terraoil forward-looking statements

This media release serves informational purposes and constitutes neither an offer to sell nor a solicitation or an advertisement to buy any shares of Terraoil Swiss AG in any jurisdiction. This media release does not constitute a prospectus within the meaning of Article 35 et seqq. of the Swiss Federal Act on Financial Services. In addition, investors should seek advice from their bank or their financial adviser. This media release and the information contained therein are not being issued for the purpose of selling shares in the United States of America, Australia, Canada, Japan, the United Kingdom, or the European Economic Area and must not be distributed within or to such countries or via publications with a general circulation in such countries.

This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are subject to certain risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. Readers should therefore not rely on these forward-looking statements. The forward-looking statements contained in this media release are based on the views and assumptions of Terraoil Swiss AG as of this date and Terraoil Swiss AG does not assume any obligation to update or revise this media release.