DGOC.L Regulatory News (DGOC)

17 April 2019

Diversified Gas & Oil PLC

("DGO" or the "Company")

Result of Annual General Meeting and General Meeting

Proposed Acquisition of certain gas assets from HG Energy II Appalachia, LLC

Admission of Placing Shares to trading on AIM

Diversified Gas & Oil PLC (AIM: DGOC), a US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, is pleased to announce that all resolutions put to shareholders at both the Company's Annual General Meeting and General Meeting held earlier today were duly passed.

Result of Annual General Meeting

The total votes were cast as follows:

Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" shown.

Result of General Meeting

The total votes were cast as follows:

The Acquisition

As detailed in the announcement dated 27 March 2019, DGO Corp, a wholly-owned subsidiary of the Company, has entered into a conditional sale and purchase agreement with HG Energy to acquire certain gas leaseholds, wells, working interests, licenses, related equipment and other assets. The net proceeds of the Placing, together with a drawdown from the Company's Existing KeyBank Facility, are intended to be applied towards the Acquisition for a total cash consideration of approximately $400 million.

The Company currently has 1P PDP Reserves of 474 MMboe and daily net production of approximately 70 Mboe. The Acquisition will increase proved developed producing reserves by approximately 92 MMboe to 566 MMboe. Following Completion, the Company will produce approximately 91 mboed (net), making the Company a material producer amongst its small-mid cap peer group and the largest gas and oil producer on AIM.

Completion of the Acquisition is expected to occur tomorrow and a further announcement will be made as soon as possible. The Placing is not conditional upon completion of the Acquisition.

Total Voting Rights

Following approval by Shareholders, the Placing Shares have been issued and allotted and dealings in the Placing Shares are expected to commence on AIM at 8.00 am on 18 April 2019 ("Admission").

Following Admission, the Company's issued share capital will comprise 694,169,088 Ordinary Shares. No Ordinary Shares are held in treasury. The figure of 694,169,088 Ordinary Shares may be used by Shareholders 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 Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Unless otherwise stated, defined terms used in this announcement have the same meaning as set out in the Company's circular dated 28 March 2019 available on the Company's website at www.dgoc.com.

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