Cabot Energy Regulatory News (CAB)

Northern Petroleum Plc

("Northern Petroleum" or "the Company")

Subscription, Open Offer

and Notice of General Meeting

Northern Petroleum, the AIM quoted oil company focusing on production led growth, announces that a circular was posted to shareholders yesterday containing the details of the Subscription and Open Offer and the Notice convening a General Meeting ("the Circular"), as announced by the Company on 30 November 2016.

Capitalised terms in this announcement have the meanings given to them in the Circular, a copy of which has been posted to Qualifying Shareholders and is available from the Company's website at www.northernpetroleum.com.

Subscription

Pursuant to the Subscription Agreements, H2P, Cavendish Asset Management, City Financial and one further institution (the "Investors") have conditionally agreed to subscribe for Subscription Shares raising proceeds of up to £5.1 million in aggregate at a price of 3.5 pence per Subscription Share. The Investors have agreed to subscribe for a total of 124,047,017 First Tranche Subscription Shares and H2P and Cavendish Asset Management will then subscribe, once the results of the Open Offer are known, under the Second Tranche Subscription, for up to 20,600,000 Second Tranche Subscription Shares to maintain a shareholding of 29.99 per cent. and 19.0 per cent. respectively. The Subscription is conditional, inter alia, on the passing of the Resolutions and the Subscription Agreements becoming unconditional in all respects.

The Issue Price for the Subscription Shares represents a premium of approximately 12.0 per cent. to the middle market closing price per ordinary share of 3.125 pence on 29 November 2016.

The net proceeds of the Subscription and Open Offer will be used primarily to fund the Company's share of the forthcoming winter work programme in Canada and further production redevelopment in Canada in 2017 as well as the acquisition of 3D seismic in the southern Adriatic and the general working capital requirements of the Company.

Open Offer

The Open Offer is for up to 21,500,000 Open Offer Shares at the Issue Price (being the same as the Issue Price for the Subscription) to raise up to £0.8 million before expenses. Only Qualifying Shareholders on the Company's register as at the Record Date may participate in the Open Offer.

Subject to the fulfilment of the terms and conditions referred to in the Circular and, where relevant, set out in the Application Form, Qualifying Shareholders are being given the opportunity to apply for Open Offer Shares at a price of 3.5 pence per Open Offer Share, free of expenses, payable in full, in cash on application, on the basis of:

1 Open Offer Share for every 7 Existing Ordinary Shares

registered in the name of each Qualifying Shareholder at the Record Date and so on in proportion for any other number of Ordinary Shares then held.

Qualifying Shareholders may apply for more or fewer Open Offer Shares than they are entitled to under the Open Offer and applications in excess of the Open Offer entitlements will be dealt with under the Excess Application Facility. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take-up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.

Certain Qualifying Shareholders, who together own approximately 36.4 per cent. of the Existing Ordinary Shares and have participated in the Subscription, have undertaken not to subscribe for any Open Offer Shares in the Open Offer and their Open Offer Entitlements will be made available to Qualifying Shareholders under the Excess Application Facility. On the assumption that the Subscription is approved and the Open Offer is fully subscribed, Cavendish Asset Management, which currently owns approximately 21.6 per cent. of the Existing Issued Share Capital, will own approximately 19.0 per cent. of the Enlarged Issued Share Capital, and City Financial, which currently owns approximately 14.8 per cent. of the Existing Issued Share Capital, will own approximately 12 per cent. of the Enlarged Issued Share Capital.

To the extent that additional Open Offer Shares are not subscribed by existing Shareholders, Open Offer entitlements will lapse.

The Open Offer is conditional, amongst other things, upon Admission of the Subscription Shares and the Open Offer Shares becoming effective by not later than 8:00 a.m. on 11 January 2017 (or such later time and/or date as the Company may agree, being not later than 8:00 a.m. on 31 January 2017). Accordingly, if such conditions are not satisfied, or, if applicable, waived, the Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The expected timetable of principal events in relation to the Subscription and Open Offer, as first announced by the Company on 30 November 2016 is as set out below.

The dates and timing of the events in the above timetable may be subject to change at the absolute discretion of the Company. If any of the above times or dates should change, the details of the revised times and / or dates will be notified to AIM and, where appropriate, to shareholders.

General Meeting

The General Meeting will be held at the offices of FieldFisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10:30 a.m. on 16 December 2016 for the purpose of considering and, if thought fit, passing the resolutions, with resolution 1 being proposed as an ordinary resolution and resolution 2 being proposed as a special resolution of the shareholders of the Company. The resolutions to be proposed at the General Meeting are the following:

Resolution 1 - Authority to allot New Ordinary Shares

Resolution 1 will also be proposed as an ordinary resolution of the Company. The Directors will be seeking authority in accordance with section 551 of the Companies Act to allot:

(a) equity securities up to a maximum aggregate nominal amount of £1,661,470.17 being 166,147,017 New Ordinary Shares (being the maximum required for the purposes of issuing the Subscription Shares and the Open Offer Shares) and representing approximately 111.8 per cent. of the Existing Issued Share Capital of the Company. This authority will expire on 31 January 2017; and

(b) after allowing for the issue of up to 166,147,017 New Ordinary Shares to be issued pursuant to the Subscription and the Open Offer, a further 104,897,456 New Ordinary Shares (representing one third of the Company's Enlarged Share Capital) (assuming full take-up of the Open Offer). This authority will expire 15 months from the date of passing of the resolution or, if earlier, at the conclusion of the next annual general meeting of the Company,

such authorities to apply in substitution for all other authorities dealing with the subject matter of this resolution 1.

Resolution 2 - Disapplication of pre-emption rights

The provisions of section 561(1) of the Companies Act to the extent that they are not disapplied, confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be paid up, wholly in cash. It is proposed that the level of the general disapplication of statutory pre-emption rights previously available to the Directors (approximately 10 per cent. of the Company's Existing Issued Share Capital) be maintained following the Subscription and the Open Offer.

Resolution 2 will therefore be proposed as a special resolution to disapply statutory pre-emption provisions in connection with:

(a) the allotment of up to 166,147,017 equity securities pursuant to the Subscription and the Open Offer;

(b) rights or other pre-emptive issues; and

(c) any other issues of equity securities for cash which do not, in aggregate, exceed a nominal value of £314,692.36, being 31,469,236 New Ordinary Shares,

such authorities to apply in substitution for all other authorities dealing with the subject matter of this resolution 2.

Recommendation and voting intentions

The Board considers the Subscription and Open Offer to be in the best interests of the Company and its Shareholders as a whole. If the Subscription is not approved by shareholders, the Disposals as described in yesterday's announcement will not take place and sufficient funding will not be available to the Company to undertake the production development work on the Rainbow Assets. Therefore Company will need to look for alternative sources of finance to support the Company during 2017.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions. The Directors, Cavendish Asset Management and City Financial have each undertaken to vote in favour of all the Resolutions at the General Meeting in relation to their shareholdings, being 56,665,021 Ordinary Shares, in aggregate, representing approximately 38.2 per cent. of the Existing Issued Share Capital as at the date of this announcement.

For further information please contact:

Northern Petroleum Plc Tel: +44 (0)20 7469 2900

Keith Bush, Chief Executive Officer

Nick Morgan, Finance Director

Stockdale Securities Limited (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7601 6100

Antonio Bossi

Robert Finlay

David Coaten

Save where the context requires otherwise, terms used in the Circular shall have the same meanings when used in this announcement.

This announcement does not constitute an offer or an invitation to acquire or dispose of any securities in the United States of America, Canada, Australia, New Zealand, the Republic of South Africa, Japan or the Russian Federation or in any other jurisdiction where such offer or solicitation is unlawful (each a "Restricted Jurisdiction"). This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Open Offer or otherwise. The Open Offer will be made solely pursuant to the terms of the Circular, which will contain the full terms and conditions of the Open Offer. Any decision in respect of, or other response to, the Open Offer should be made only on the basis of the information contained in the Circular. This announcement is an advertisement and not a prospectus. No prospectus is required to be or will published in connection with the Open Offer.

The availability of the Open Offer, and the release, publication or distribution of this announcement and any offering for sale of New Ordinary Shares, in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions. In particular, the Open Offer will not be made directly or indirectly in any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. To the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability for the violation of such restrictions by any person. The Open Offer is not being, and will not be made, directly or indirectly, in or into or from, whether by the use of mails or any means of instrumentality (including, without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Open Offer should not be applied for by any such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and any documentation relating to the Open Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from whether by the use of mails or any means of instrumentality (including, without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) must not forward, mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported application under the Open Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any documentation relating to the Open Offer and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. 

In particular, the New Ordinary Shares have not been and will not be registered under the United States Securities Act 1933, as amended, or under any of the relevant securities laws of any state or other jurisdiction of the United States of America and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States of America.

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else (including the recipients of this announcement) as nominated adviser and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities Limited or for advising any other person in relation to the matters described in this announcement.

This announcement contains certain forward-looking statements which are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates, "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Persons receiving this announcement should not place undue reliance on forward-looking statements. Forward-looking statements are made only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained in this announcement to reflect any change in its expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based unless so required by applicable law.