Issue of Equity

Northcote Energy Ltd / Index: AIM / Epic: NCT / ISIN: VGG6622A1057 / Sector: Oil & Gas

31 October 2014

Northcote Energy Ltd ('Northcote' or 'the Company')

Issue of Equity

Total Voting Rights

Northcote (AIM: NCT) has issued 56,569,974 fully paid ordinary shares in the Company ('the Conversion shares') to Darwin Strategic Limited ('Darwin' or 'the note holder') following the receipt of a conversion notice, dated Thursday 23rd October 2014. The issue of equity fully settles the entire amount of Loan Note certificate number two under the convertible loan note with Darwin announced on 27 February 2014, which comprised of six loan note instruments of £50,000 each.

Under the terms of the Loan Note, the number of Conversion shares required to satisfy the £300,000 loan amount, totalling 56,569,974 ordinary shares (representing 4.29% of the enlarged share capital of the Company), was calculated using the conversion price of 0.53032p. The Conversion shares will rank pari passu in all respects with the Company's existing ordinary shares. Application has been made for the admission of the Conversion shares to be admitted to trading on AIM ("Admission"), and Admission is expected to occur, and dealings are expected to commence, at 08.00 on 4 November 2014.

Following conversion the outstanding balance of the nil coupon convertible loan note is £1.1million with contractual monthly repayment of £100,000 and a final settlement date of 26 August 2015.

The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following the issue will be 1,317,512,448. This figure 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.

**ENDS**

For further information visit www.northcoteenergy.com or contact the following:

Notes:

Northcote Energy Ltd is a producing oil & gas company with a portfolio of US exploration and production assets in Oklahoma and Louisiana. The Company has substantial acreage in the US where its primary focus is on the Pennsylvanian and Mississippi Lime formations. Northcote is currently undertaking a continuous 2014 work programme which includes recompletions, new wells, fracks and workover programmes in order to grow Northcote's production and reserves.