DGOC.L Regulatory News (DGOC)

19 February 2018

Diversified Gas & Oil PLC

("DGO" or the "Company")

Result of General Meeting

Proposed Acquisition of Alliance Petroleum Corporation and

certain Appalachian oil and gas assets (the "Acquisitions")

Admission of Placing Shares to trading on AIM

Diversified Gas & Oil PLC (AIM: DGOC), a leading independent US based gas and oil producer focused on the Appalachian Basin, is pleased to announce that the resolutions put to Shareholders at the Company's General Meeting held earlier today were duly passed.

Following approval by Shareholders, 166,400,000 new Ordinary Shares (the "Placing Shares") have been issued and allotted, raising gross proceeds of US$189.0 million (£133.1 million). The Placing Shares are expected to be admitted to trading and dealings will commence on AIM at 8.00 am on 20 February 2018 ("Admission").

The Acquisitions

As detailed in the announcement dated 31 January 2018, DGO Corp, a wholly owned subsidiary of DGO, has entered into a conditional sale and purchase agreement to acquire Alliance Petroleum Corporation, a subsidiary of Lake Fork Resources Acquisition Corporation ("LFRA"), pursuant to which DGO Corp has agreed to purchase all of the outstanding shares of capital of stock of Alliance Petroleum.

The total consideration for the Alliance Petroleum Acquisition is US$95.0 million (£66.9 million) comprising the purchase price of US$70 million (£49.3 million), plus repayment of certain debts of Alliance Petroleum ("Alliance Petroleum") in the amount of US$25.0 million (approximately £17.6 million), to be satisfied in cash on Completion. The purchase price for the Alliance Petroleum Acquisition is subject to adjustment in accordance with the terms of the Alliance Petroleum Acquisition Agreement. The Alliance Petroleum Acquisition is scheduled to be completed on 7 March 2018.

In addition, as announced on 9 February 2018, DGO Corp has entered into a conditional sale and purchase agreement with CNX Gas Company LLC for the acquisition of certain oil and gas leaseholds, wells, working interests, licenses, related equipment and other assets for a total cash consideration of US$85.0 million (approximately £59.9 million), which will be payable in cash on Completion, and which is subject to adjustment in accordance with the acquisition agreement. The Company anticipates that the transaction will be completed in early April 2018.

On Completion of the Acquisitions, the Company anticipates that its total net working interest production will increase by 173 percent to approximately 28,133 boed, that its net working interest proved, developed and producing ("PDP") reserves will grow by 217 percent to 173.2 MMboe, and that its annualised EBITDA will be approximately US$70-75 million.

Further announcements in relation to the completion of the Acquisitions will be made in due course.

Unless otherwise stated, defined terms used in this announcement have the same meaning as set out in the Company's circular dated 1 February 2018 available on the Company's website at www.diversifiedgasandoil.com.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 311,476,087 Ordinary Shares. No Ordinary Shares are held in treasury. The figure of 311,476,087 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.

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

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