Nighthawk Energy Regulatory News (HAWK)

NIGHTHAWK ENERGY PLC

("Nighthawk" or "the Company")

Proposed Placing to raise approximately £2.9 million

Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces that it has conditionally placed 115,700,000 new Ordinary Shares with institutional and other investors at a price of 2.5 pence per share to raise gross proceeds of £2,892,500 (approximately £2.75 million, or US$4.2 million, net of expenses) (the "Placing"). The Placing price represents a discount of 7.4per cent. to the closing price of 2.7 pence per Ordinary Share on 16 January 2012, being the last trading day before this announcement. 

Highlights

The Placing is part of the Acquisition and Fundraising process, details of which were announced on 28 December 2011 and set out in the circular to Shareholders dated 4 January 2012 (the "Circular"). The highlights of the Proposals are:

·; Acquisition of a 25% working interest in the Jolly Ranch Project from Running Foxes for an initial consideration of US$12.5 million (comprising US$8.5 million in cash and US$4 million in Nighthawk shares), equating to approximately US$122 per acre

·; Nighthawk to become operator of Jolly Ranch Project

·; Significant $7 million (gross) work program planned to commence early in Q2 2012 with work-overs of existing wells followed by up to five new wells

·; Issue of 10 million zero coupon unsecured loan notes to raise £10million, convertible at 2.5p per share

·; Existing shareholders have the opportunity to participate in the Fundraising via an Open Offer of new Ordinary Shares at 2.5p per share to raise up to approximately £4.15 million

The Proposals are conditional, amongst other matters, on the passing of certain resolutions by Shareholders at the General Meeting and on admission to trading on AIM of the Ordinary Shares to be issued pursuant to the Proposals.

Related Parties

Certain Directors have agreed to subscribe for Ordinary Shares in the Placing as follows:

Use of Proceeds

The Company is raising approximately £12.89 million (gross) (approximately US$19.7 million) pursuant to the Proposed Placing and the issue of the Convertible Loan Notes, or £11.95 million (approximately US$18.3 million) net of fees, commissions and expenses payable by the Company.

The net proceeds of the Proposed Placing and the issue of Convertible Loan Notes will be used, amongst other matters, to meet the cash consideration payable under the Acquisition Agreement and to provide working capital, in particular to commence the US$7 million (gross) work program at the Jolly Ranch Project as referred to above.

In addition, the Open Offer, which is not underwritten, will raise up to approximately £4.15 million. The funds raised through the Open Offer will be applied primarily to the further development of the Jolly Ranch Project potentially extending and accelerating the planned work program.

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that such admission will become effective and that the Acquisition will complete on or around 23 January 2012.

Further Information

The Company announced the Proposals on 28 December 2011 and the Circular was posted to Shareholders on 4 January 2012.

A copy of the Circular is available on the Company's website at www.nighthawkenergy.com.

Full details of procedure for applications under the Open Offer are set out in Part IV of the Circular. Qualifying Shareholders who wish to subscribe under the Open Offer must lodge completed Application Forms and make payment in full or provide relevant CREST instructions (as appropriate) and make payment in full by 11.00 a.m. on Thursday 19 January 2012. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Capita Registrars on 0871 664 0321 or, if calling from outside the United Kingdom, +44 20 8639 3399, where relevant, quoting the allotment number of their Application Form.

The General Meeting is to be held at 11.00 a.m. on 20 January 2012 at the offices of FTI Consulting, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB.

Defined terms in this announcement have the same meaning as set out in the Circular on 4 January 2012.

Stephen Gutteridge, Chairman of Nighthawk, said:

"The strong support we have received for the placing is a further vote of confidence in Nighthawk as a renewed company with substantial potential as a sizeable US shale oil player. Combined with the support of our two largest shareholders through the convertible loans, Nighthawk is now well-funded to press ahead in 2012 as operator, with a focused development and drilling program at Jolly Ranch."

Ends

Enquiries: