MAYAN ENERGY LIMITED – Board Changes, Placing, Corporate Update

1 September 2016

 Mayan Energy Ltd (formerly Northcote Energy Ltd) (‘Mayan’ or ‘the Company’)

Board Changes, Placing, Corporate Update

Issue of adviser warrants and shares

TVR

Mayan Energy Limited is pleased to update the market regarding a range of activities and developments it has undertaken in order to rapidly deliver sustainable growth to the Company.

• Appointment of Mr. Heriberto (“Eddie”) Gonzalez Jr. as CEO of the Company to lead the Company and monetise the inherent value in Mayan’s existing portfolio
  • Mr. Gonzalez has been President of Shoats Creek Development Inc, the operator at Shoats Creek, since March 2016
  • Mr. Gonzalez was involved in a 100,000 MMBTU 2-year natural gas deal between U.S. suppliers and Comisión Federal de Electricidad, the Mexican state owned utility
  • Built and sold a number of service related businesses
  • He is replacing Randy Connally who will be stepping down from the Board along with Kevin Green who will also leave the Board but will remain as a consultant to the Company:  Randy’s resignation is with immediate effect, and Kevin’s resignation is expected to become effective as of the date of Admission of the Placing Shares, being 6 September 2016

• Returns to be enhanced via refined low cost, low risk strategy:
  • Unlock value and cash flow from Shoats Creek to provide platform with which to build a leading energy services and development company focused on Mexico’s deregulated energy industry
  • Company name has been changed to ‘Mayan Energy Limited’ to reflect intended Mexico focus

• New team with proven ability to execute strategy and grow revenues:
  • Appointment of James Doyle (“J.D.”) McGraw, who has been significantly involved in US public markets, as a Non-Executive Director
  • Recent appointment of Stephen Brock, who has over 20 years’ operational experience, as Vice President Operations to lead development of Shoats Creek

• Recent production updates as announced during July from Shoats Creek is testament to the new management’s approach to the asset

• New strategy and management team endorsed via Placing
  • £500,000 raised via a placing of 3,333,333,333 new Ordinary Shares in the Company for cash at 0.015p per Ordinary Share (‘the Placing’)
  • Eddie Gonzalez intends to subscribe for £50,000 following the Placing on the same terms

• High impact news flow anticipated from well testing, production additions at Shoats Creek, cost cuts and Mexico progress

New Mayan CEO Eddie Gonzalez said, “I will be focused on delivering sustainable profits and generating significant value at Mayan.  With this in mind, I was attracted to join Mayan as CEO given the low cost and low risk route Stephen Brock and I have identified within its existing portfolio to rapidly achieve both these goals.   This is testament to the previous management team’s hard work in assembling an attractive asset base.  Having previously established a profitable business in post energy-reform Mexico, I share their vision that there is a strong opportunity to capitalise on the deregulation of the country’s energy sector to build a leading energy services company with significant revenue streams. Mayan has already made a positive start having begun construction of a waste remediation plant, which will provide an excellent foundation asset for us to build upon.

“To achieve success in Mexico however, Mayan requires a team which has the experience and contacts to deliver and also the capital to fund the roll out of our strategy.  I am pleased to report both these key ingredients are coming into place.  With regards to the team, the Company are delighted to have Stephen Brock as Vice President of Operations and they look forward to welcoming J.D. McGraw to the Board.

“Mexico provides Mayan with an opportunity and lies behind the proposed name change to Mayan Energy Limited.  However, I believe it is firstly important to manage the Company’s cost base tightly and strengthen the balance sheet.  At Shoats Creek in Louisiana, Mayan have a proven field with multiple low cost, high impact opportunities to rapidly grow production and cash flows which it can use in the short term to facilitate future growth in Mexico.  Execution is key and Vice President Stephen Brock has already proved his abilities having increased production significantly over recent weeks.  As recently announced, as part of the strategy to maximise cash flows at Shoats Creek at minimum cost and risk, Mayan intends to bring several more wellbores on stream in the near term.  In addition, the Company intends to gain access to nearby gas infrastructure so that it is able to commence gas sales as soon as possible to add an additional revenue stream at Shoats Creek.

“I aim to bring new energy, focus and execution to Mayan.  In the near term, investors can expect news flow from Shoats Creek and developments in Mexico, both in respect to the remediation facility currently under construction and the broader opportunity here.  I hope shareholders share in the Company’s excitement for the future of Mayan as it focuses on creating a leading energy services company it knows it can become.”

Mayan Chairman, Ross Warner, said “On behalf of the Board, I would like to thank Randy Connally and Kevin Green for their years of service to the Company and wish them well in their future endeavours.”

Board and Management Appointments

To monetise the inherent value present within its portfolio the previous management team commenced a search to deliver a new Board with the right credentials and experience to execute this strategy.  This has resulted in the following appointments to the Board of Mayan:

Heriberto (“Eddie”) Gonzalez Jr. (aged 42) – CEO

The Company is delighted to have attracted Eddie Gonzalez to the Board as CEO, considering his consistent track record of building successful services related businesses.  In 2015 he was involved in a 100,000 MMBTU 2-year natural gas deal between U.S. suppliers and Comisión Federal de Electricidad, the Mexican state owned utility and has previously built and sold a number of service related businesses.  He is fluent in Spanish and English and comfortable in both US and Mexican business cultures.

James Doyle (“J.D.”) McGraw (aged 57)–Non-Executive Director

J.D. McGraw is the Chairman of Blue Arch Resources, Inc. and formerly served as director and president for Nova Biosource Fuels, Inc.  He has provided professional services to a number of companies, including AdTec, American Rice, Blockbuster Video, Chuck E. Cheese, Dryper, DataVon, International Recovery, Republic Industries, and Swift Energy.  He has held various positions in a wide range of sectors throughout his 25-year career, including founder, CEO, and president.  His background includes start-up and corporate development at all levels including involvement in number of public offerings.

Further disclosures as required under AIM Rule 17 are set out at the end of this Announcement.

Management

Stephen Brock – Vice President Operations

Stephen Brock’s appointment was announced on 10 August 2016.  Stephen has over 20 years’ experience in operations, drilling, workover and infrastructure construction in the U.S. onshore and offshore oil and gas industry, gaining extensive knowledge of oil field remediation technologies. With an education focus on Environmental Sciences & Mechanical engineering, past employers include: Henley & Associates Inc., EXCO Resources Inc., Tervita LLC, Marlin Energy, and Bear Creek Engineering. He is focused on profitability and improving capital efficiency – in particular Shoats Creek focus, with expertise to be leveraged in Mexico.

New Strategy

Having conducted detailed due diligence on the Company’s asset base and finances, the new management team has developed a strategy focused on delivering profitability and growth rapidly.

The new proposed Board has a simple plan: to unlock the value and cash flow from the Shoats Creek Field to take advantage of Mexican deregulation and build a focused energy services and development company.  The new management is focused on execution and controlling costs to generate improved operating margins.

In the US, the Company is focused on increasing revenues via modernisation and development of the Shoats Creek Field, which it believes has multiple exciting opportunities which can be executed at very low cost.  Subject to funding, the Company proposes to implement its strategy at Shoats Creek by executing the following work programme:

• Installation of necessary equipment to permit sales of natural gas
• Drill and complete LM 21 and further review of other drilling locations post the successful completion of LM 21
• Re-entry of and installation of production equipment to support production from one existing Cockfield well
• Re-entry and conversion of an existing well bore to a second salt water disposal well (in addition to the Lutcher Moore #15 well) to provide for expanded capacity and redundancy to the existing salt water disposal well
• Leasing of an additional 500 to 700 gross acres to expand the project area and provide additional prospective drilling locations
• Additional geophysical and engineering work to high grade existing and add additional Cockfield locations in anticipation of including Cockfield drilling in the 2017 work programme
• Initiate production from RC1 and RC2.

There are no further plans to extend farm-outs beyond base commitment and management will consolidate interests where possible.

The longer term plans in the US are to leverage increased production to monetise assets as oil prices rise and create cash flow for widening the Mexican strategy.

In Mexico, the Company is focused on creating a leading energy services company primarily centered on oilfield services and midstream opportunities.  In the short term Mayan Drilling Fluids, the JV formed with Gaia Ecologica, a local oil field & environmental services company with a strong track record, will be the Company’s core focus.  The JV is currently completing its first scalable environmental waste remediation facility capable of recycling oil cuttings at 700 tonnes per day 24/7.  On completion, Mayan will be paid 85% of distributable cash flow until pay-out plus a 9.0% internal rate of return on its investment.  Following payback, profits will be split 51% to Mayan and 49% to Gaia.

Following its completion, the Company aims to leverage the facility for other opportunities to be advanced via the JV with Gaia.  It will also advance its JV partnership network to expand activity.

Update on Activities in Mexico

The new Board has undertaken the following initiatives regarding the ongoing business development of Mayan's Mexican businesses:

• Continued progress towards initiation of remediation activities including obtaining additional necessary permits
• Entering into a letter of intent with PEMEX, the Mexican National Oil Company, to provide a range of waste remediation whilst utilizing existing assets and facilities at the waste remediation facility in Comalcalco to generate revenue including use of the scale to offer "public scale" service to trucking companies
• Advancing discussions with a range of parties in respect to commercializing both the initial remediation facility and increasing the number of opportunities it has access to in Mexico – advanced discussions with a major US company.

Updates on the progress of these initiatives will be forthcoming in due course.

Shoats Creek

On 14 July 2016, the Company provided an update on operations at Shoats Creek, which highlighted the testing of historic wells located on the license area.  These initiatives were undertaken under the guidance of the new management team, in particular Stephen Brock, who has recognised the excellent potential to modernise the field and in turn, lift production at low cost.

On 28 July 2016, the Company announced that a sale agreement had been entered into with Enerfin Field Services LLC to sell natural gas from the field.

Once gas sales can be undertaken, additional exploitation opportunities of well bores with re-entry potential in gassier pay zones holds substantial potential to generate additional low risk, low cost revenue at Shoats Creek Field.

Placing to Raise £500,000

The Company has raised £500,000 through the Placing to investors at a price of 0.015p per Ordinary Share (‘Placing Price’). The proceeds of the Placing will be used to install the necessary equipment and infrastructure to permit sales of natural gas.  Given this realignment of the Company’s strategy, implementation of the new strategy remains subject to availability of additional funding.

Warrants

In connection with the Placing, the Company has issued 444,444,444 warrants to its broker to subscribe for new shares in the Company exercisable within three years from admission of the Placing Shares at the Placing Price per share.

Issue of Shares to Adviser

The Company has also issued 133,333,333 Ordinary Shares at the Placing Price pursuant to adviser fees (‘Adviser Shares’).

Application will be made for the 3,333,333,333 Placing Shares and the 133,333,333 Adviser Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM ('Admission').  It is expected that Admission will become effective and dealings will commence on or around 6 September 2016.

Issue of Options

The Company intends to issue options to subscribe for new shares in the Company to certain Directors and management exercisable within five years from admission of the Placing Shares at 0.03p  per share (the ‘Exercise Price’) (the ‘Options’).  The Options shall vest after 12 months of employment and in 4 equal instalments when the 30 day volume weighted average price per share is 1.5, 2, 2.5 and 3 times the Exercise Price respectively.  The Options shall comprise 15.1% of the issued share capital of the Company as enlarged by the Placing and Adviser shares.  The other options on issue to management shall be cancelled. The Options are expected to be issued as follows:

The issue of the Options to the Directors is a related party transaction under the AIM Rules. Accordingly, the independent director, being Kevin Green considers, having consulted with the Company’s Nominated Adviser, that the terms of the Options are fair and reasonable insofar as its shareholders are concerned.

Share Capital

Following the issue of the Placing Shares and the Adviser Shares the issued share capital of the Company will consist of 13,564,920,270 Ordinary Shares.  No shares were held in treasury at the date of this announcement.  The total current voting rights in the Company are therefore 13,564,920,270.

Eddie Gonzalez intends to subscribe for 333,333,333 Ordinary Shares on the same terms as the Placing following the Placing; a further announcement will be made in this respect shortly.

The Market Abuse Regulation (‘MAR’) became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Fundraise with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Disclosures on new Directors

Eddie Gonzalez

Current Directorships and Partnerships as at the date of this announcement:

Aztec Waste, Inc.
M.E.R.R. Exploration, LLC
Springer Oil & Gas, LLC
Ivory Creek Ventures, LLC

Directorships and Partnerships held during the past five years:

Shoats Creek Development, Inc.
Southern Coastal Operating, LLC

JD McGraw

Current Directorships and Partnerships as at the date of this announcement:

Blue Arch Resources Inc

Directorships and Partnerships held during the past five years:

None

JD McGraw was a director of Nova Biosource Fuels from January 2006 to August 2008. In March 2009 the Company filed for bankruptcy protection; following this process creditors amounting to US$52million received repayment in full.

JD McGraw was appointed as a director of Waterguard Inc in October 2010 and resigned on 1 July 2001. On 1 September 2001 Waterguard Inc. filed for bankruptcy with creditors amounting to US$6million accepting full settlement via the transfer to them of Waterguard Inc’s assets.

There are no other details to be disclosed regarding Eddie Gonzalez's and JD McGraw’s appointments as required under paragraph (g) of Schedule 2 of the AIM Rules.

**ENDS**

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

Notes:

Mayan 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 as well as Indonesia via a strategic relationship with Andalas Energy and Power Plc.