DGOC.L Regulatory News (DGOC)

25 July 2019

DIVERSIFIED GAS & OIL PLC("DGO" or the "Company")

DGO enters into a conditional Asset Purchase Agreement with EdgeMarc Energy Holdings to acquire assets in the State of Ohio

Diversified Gas & Oil PLC (AIM: DGOC), the U.S. based owner and operator of natural gas, natural gas liquids, and oil wells as well as midstream assets, is pleased to announce that it has entered into a "stalking-horse" Asset Purchase Agreement (the "Agreement") with EdgeMarc Energy Holdings, LLC, and certain of its subsidiaries (together, "EdgeMarc" or the "Sellers"). The Agreement provides that, upon the terms and subject to the conditions contained therein, DGO will (i) acquire from EdgeMarc certain oil and natural gas development, production and exploration assets in the State of Ohio and (ii) assume certain related liabilities (the "Transaction"). The purchase price under the Agreement is $50 million to be funded from the Company's existing liquidity, subject to certain adjustments, free of all debt.

The Sellers are debtors-in-possession under title 11 of the United States Code, pursuant to voluntary petitions for relief filed under chapter 11 of the United States Bankruptcy Code on May 15, 2019 in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

The proposed sale will be conducted through a Bankruptcy Court-supervised process, subject to bidding procedures and protections requiring future Bankruptcy Court approval; receipt of higher or better offers from competing bidders at a potential auction; approval of the sale by the Bankruptcy Court; and the satisfaction of certain conditions. As the stalking horse bidder, DGO's offer will be the standard by which any other qualifying bids will be evaluated. Each party's obligation to complete the Transaction is subject to certain closing conditions, including (i) the entry of an order approving the Transaction by the Bankruptcy Court, (ii) the execution and delivery of certain Transaction-related agreements, if applicable, and (iii) other customary closing conditions.

While the Company believes that EdgeMarc will be an attractive acquisition, given the Court process there can be no certainty at this point that that the Transaction will be completed. The Company expects to make a further announcement on or before 29 August 2019.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.