Issue of Equity and Consideration Shares

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

20 April 2015

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

Issue of equity and consideration shares

Northcote Energy (AIM: NCT) is pleased to announce that further to the announcement of 12 February 2015 it has now issued the 1,266,074,005 consideration shares to North American Petroleum PLC ('NAPP') and furthermore has issued applied for 102,042,482 new ordinary shares to be issued in settlement of directors remuneration and consultancy costs. 

NAPP completion

Following the announcement of 12 February 2015, all conditions and necessary clearances have been met and accordingly the 1,266,074,005 consideration shares have now been issued at the placing price as announced at that time. The consideration shares will be admitted to trading on or before 23 April 2015 but will be subject to lock-in until the Directors' of NAPP have completed the NAPP member's voluntary liquidation. The lock in does not cover disposals required by the liquidator to meet the costs of liquidation, which are expected to be de minimus.

The Directors of NAPP have already commenced proceedings to wind up NAPP through a members' voluntary liquidation and to distribute its residual assets (comprising substantially the Northcote Consideration Shares) to its shareholders on a pro-rata basis. The Directors expect this process to complete no earlier than July 2015.

Director shares

Further to the announcement 12 February 2015, the Directors have received their second quarterly tranche of their 2015 contracted remuneration in shares, being 22,222,222 (£20,000) in respect of Randall Connally, 22,222,222 (£20,000) in respect of Ross Warner 13,333,333 (£12,000) in respect of Charles Wood. Accordingly, following the issue of all the Settlement Shares, the holdings of these Directors will be as follows:

Consulting shares

The Company is also making an application for 44,264,705 Ordinary Shares to be admitted to trading on AIM. These Ordinary Shares are being issued in respect of consulting fees (`Consulting Shares') accrued and ongoing amounting to £53,000. It is expected that admission will occur, and dealings in both the Consulting Shares and Director shares will begin, at 8.00 a.m. on 23 April 2015. These shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

Total voting rights

Following the issue of the new ordinary shares as described above, the issued share capital of the Company will consist of 4,748,137,883 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company is therefore 4,748,137,883.

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

Notes:

Northcote Energy Limited is an entrepreneurial energy company with diverse interests. The Company combines a portfolio of US exploration and production assets in Louisiana and Oklahoma with the development of new business opportunities in the US and also in Mexico, such as its participation agreement with MX Oil PLC and agreement with Gaia Ecologica.