Eland Oil & Gas Regulatory News (ELA)

26 March 2014

Eland Oil & Gas PLC

 ("Eland" or the "Company")

Exercise of Options to raise £14m

Eland Oil & Gas PLC (AIM: ELA), an oil & gas development and exploration company operating in West Africa with an initial focus on Nigeria, is pleased to announce that it has exercised the remaining balance of options under both the Solstice Option Agreement and the Helios Option Agreement, raising a total of £14.0 million at 100 pence per share. The proceeds of the exercised options will be used by the Company for general working capital and corporate purposes.

Pursuant to the Solstice Option Agreement, Solstice International Investments Inc. ("Solstice") is required to subscribe for 7,000,000 ordinary shares in the Company ("Ordinary Shares") at a subscription price of 100 pence per option as per the terms of the Solstice Option Agreement (together the "New Ordinary Shares"). The New Ordinary Shares will rank pari passu in all respects with the existing ordinary shares.

Pursuant to the Helios Option Agreement, Helios Natural Resources Limited ("Helios") is required to subscribe for 7,000,000 Non-Voting Right Ordinary Shares ("Non-Voting Shares") at a subscription price of 100 pence per option share as per the terms of Helios Option Agreement. The Non-Voting Shares rank pari passu in all respects with the existing Ordinary Shares save that they do not have the right to vote at any general meeting or annual general meeting of the Company. The Non-Voting Shares are convertible in to Ordinary Shares, on a one-for-one basis, subject to the restrictions contained in the articles of association. Under the articles of association Helios may not convert its holding of Non-Voting Shares into Ordinary Shares if doing so were to increase its holding in Ordinary Shares, when taken together with any of its affiliates or persons acting in concert, to equal or exceeding 30% of the current voting share capital in the Company.

It is expected that admission of the 7,000,000 New Ordinary Shares will take place during the month of April 2014 with the issue of the Non-Voting Shares expected to take place at the same time.

Following the admission of the New Ordinary Shares and the issue of Non-Voting Shares, the Company's issued share capital will consist of 145,263,214 Ordinary Shares and 10,000,000 Non-Voting Shares. Eland does not hold any Ordinary Shares in treasury.

The aforementioned figure of 145,263,214 ordinary shares may be used by shareholders in the Company 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, Eland under the Financial Conduct Authority's Disclosure and Transparency Rules.

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