Conversion of Shares

 23rd February 2016

Eland Oil & Gas PLC

("Eland" or the "Company")

Conversion of Shares

Eland Oil & Gas PLC (AIM:ELA), the oil and gas production, development and exploration company operating in West Africa with a principal focus on Nigeria, announces that Helios Natural Resources Ltd. ("Helios") has requested the conversion 4,613,685 of its 10,000,000 non-voting ordinary shares into voting ordinary shares in the Company.

Following the conversion, Helios will hold 44,213,685 voting ordinary shares in the Company, which will represent 29.5% of the enlarged issued voting ordinary share capital, as well as 5,386,315 non-voting ordinary shares.

The non-voting ordinary shares were originally issued to Helios in two tranches of 3,000,000 and 7,000,000 shares in February and March 2014 respectively. The non-voting ordinary shares are convertible into voting ordinary shares, on a one-for-one basis, subject to the restrictions contained in the articles of association. Under the articles of association Helios may not convert its holding of non-voting ordinary shares into voting ordinary shares if doing so were to increase its holding in voting ordinary shares, when taken together with any of its affiliates or persons acting in concert, to equal or exceeding 30% of the current voting ordinary share capital in the Company. 

Application has been made to the London Stock Exchange for the admission to trading of the new voting ordinary shares, which is expected at 8.00am on 26 February 2016.

The Company's enlarged issued share capital immediately following admission will consist of 149,876,899 voting ordinary shares and 5,386,315 non-voting ordinary shares. The aforementioned figure of 149,876,899 voting ordinary shares may 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 to their interest in, Eland under the Financial Conduct Authority's Disclosure and Transparency Rules.

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