Upland Resource Regulatory News (UPL)

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This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

31 January 2018

UPLAND RESOURCES LIMITED

("Upland" or the "Company")

Subscription by Substantial New Investor

Upland Resources Limited (LSE: UPL), the oil and gas company actively building a portfolio of attractive upstream assets, is pleased to announce that it has conditionally agreed to the subscription by Tune Assets Limited ("Tune") placed 74,074,074 new shares of no par value in the Company (the "Subscription Shares") with Tune Assets Limited ("Tune") at 1.35p per share (the "Subscription Price") to raise £1,000,000 (before expenses).

These funds, when combined with the Company's existing cash reserves (which are currently approximately £1.99 million), will be used to part fund the obligations of Upland Resources (UK Onshore) Limited under the Wick farm-in agreement announced on 29 November 2017 (subject to completion of such farm-in agreement taking place). They will also contribute to Upland UK's share of costs to fund work on its existing assets, on new ventures and to provide working capital for the business.

Completion of the subscription for the Subscription Shares is conditional upon receipt of the aggregate Subscription Price from Tune by 9 February 2018 and admission of the Subscription Shares to the Official List (standard listing segment) of the UK Listing Authority and to the London Stock Exchange's main market for listed securities. Applications for such admissions will be made to the UK Listing Authority and to the London Stock Exchange upon receipt by the Company of the aggregate Subscription Price.

Background on Tune Group, Kamarudin Meranun and Tony Fernandes:

The Tune Group was founded in 2001 by Tony Fernandes and Kamarudin Meranun with the aim of providing affordable products and services across multiple industries including airlines, hotels, telecommunication and sports. The Group holds substantial stakes in, inter alia:-

Kamarudin Meranun is a leading Malaysian businessman who co-founded the Tune Group alongside Tony Fernandes. He has been AirAsia's Executive Chairman since November 2013 having started as a director of the Company in 2001. He is also a Non-Independent Executive Director of AirAsia X and was appointed Group Chief Executive Officer of AirAsia X on 30 January 2015 to take charge of developing an overarching strategy for AirAsia's longhaul, low cost business, which consists of AirAsia X, Thai AirAsia X and Indonesia AirAsia X. He received a Diploma in Actuarial Science from University Technology MARA and he received a B.Sc. degree with Distinction majoring in Finance in 1986 and an MBA in 1987 from Central Michigan University.

Tony Fernandes is a prominent and well respected Malaysian entrepreneur who co-founded the Tune Group alongside Kamarudin Meranun. He has been Group Chief Executive Officer of AirAsia since 2001 and is a former host of 'The Apprentice Asia' TV series. He studied at Epsom College and the London School of Economics in Britain, and qualified as an Associate Member of the Association of Chartered Certified Accountants in 1991 and Fellow Member in 1996. In recognition of his work, he has received a number of international accolades, including the title Officer of the Legion d' Honneur recognising his contributions to the French aviation industry, a CBE by the United Kingdom in 2011 and the Fourth Pillar Award from the US-Asean Business Council in 2016, for his extraordinary contribution towards growth of Asean - the second recipient of the award after the Administration of US President Barack Obama.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company announces that following admission of the Subscription Shares, it will have 457,242,705 shares of no par value in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 457,242,705.

The above figure of 457,242,705 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Steve Staley, CEO of Upland Resources Limited, said:

"We are very pleased to welcome Tune as a new, high profile, cornerstone investor and to be one of the few companies in which this highly successful and entrepreneurial group has chosen to invest. With Tune's backing we will be able to pursue the very exciting Wick Prospect and to finance other future opportunities. The investment by Tune supports Upland's move to the second phase of our strategy, to invest in high impact assets, which will help us realise potentially transformative value growth."

This announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse

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Notes

Upland is an upstream oil & gas company whose highly experienced management team has a track record of creating major value for shareholders in junior oil & gas companies, including Cove Energy plc. The Company has extensive technical and commercial skills and contacts, management having held senior roles in Petronas, Conoco, Shell etc.