February 23, 2016 - 5:15 AM EST
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KAROO ENERGY PLC - Acquisition of Shares in Equatorial Oil & Gas plc

23 February 2016

Karoo Energy plc

(“Karoo Energy” or the “Company")

Acquisition of Shares in Equatorial Oil & Gas plc

Karoo Energy is pleased to announce that it has conditionally agreed to acquire  1,500,000 ordinary shares in its 86.95% owned subsidiary, Equatorial Oil & Gas plc (“Equatorial”) (equating to approximately 6.5% of the issued share capital of Equatorial) pursuant to a sale and purchase agreement ("SPA") entered into last week between the Company and Conrad Windham .

The aggregate consideration payable by the Company to Mr Windham under the SPA is £300,173.  The consideration will be satisfied through the issue of 7,504,325 new ordinary shares of 0.25p each in the Company (the "Consideration Shares") at a deemed price of 4 pence per Consideration Share.

Completion of the SPA is conditional on the admission of the Consideration Shares to trading on the ISDX Growth Market becoming effective which is expected to take place on 24 February 2016.

Following completion of the SPA and the issue of the Consideration Shares, there will be a total of 168,163,162 Ordinary Shares of 0.25 pence in the Company ("Ordinary Shares") in issue. The Company will own 93.46% of its subsidiary, Equatorial. Mr Windham will be interested in 15,717,037 Ordinary Shares, representing approximately 9.35% of the issued share capital in the Company as enlarged by the issue of the Consideration Shares. Pursuant to an agreement entered into on 16 February 2016, Mr Windham has agreed not to transfer any of his holding of Ordinary Shares (including the Consideration Shares) in the Company until 29 June 2017, save in certain limited circumstances.

The above figure of 168,163,162 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, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.


“We are pleased that the Company now owns 93.46% of the Company’s subsidiary, Equatorial.  Equatorial owns 100% of Tamboran Botswana (Pty) Ltd.  We continue to progress our petroleum exploration licences. The licences are prospective for shale gas deposits and we look forward to updating shareholders with more positive news.  We continue to be cognisant that exploration for shale gas in the region must only occur in a socially and environmentally responsible manner, and will ensure steps are taken to fully respect the operating environment at all times."

The Directors of the Company accept responsibility for the content of this announcement.



Karoo Energy plc

Noel Lyons

Telephone: 020 3130 0674

Corporate Adviser

Peterhouse Corporate Finance Limited

Guy Miller / Mark Anwyl

Telephone: 020 7220 9795

Source: PR Newswire (February 23, 2016 - 5:15 AM EST)

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