VLS.L Regulatory News (VLS)

19th November 2012

OXFORD CATALYSTS GROUP PLC

("Oxford Catalysts" or "the Group" or "the Company")

135p Per Share New Share Purchase, Reactor Order and Access Agreement

Highlights

·; Purchase of 933,687 new Group shares at 135p per share by an affiliate of Ventech Engineers

o 44% premium to the closing mid-market share price on 16 November 2012

o Raises £1.3 million for the Group

·; Agreements signed with Ventech:

o Oxford Catalysts will be Ventech's preferred supplier of FT technology for North America

o Ventech will have non-exclusive assured access to the Group's FT technology for North America

o Ventech is required to place an order with the Group for FT reactors for the first commercial facility by 29 March 2013, estimated at $8 million

·; Ventech has several customers expected to decide on proceeding with plants in 2013

·; Ventech has $200 million available to co-invest in customer projects, including GTL

Oxford Catalysts Group (OCG.L), the modular Gas-to-Liquids technology innovator, is pleased to announce that Ventech Project Investments LP ("VPI"), an affiliate of Ventech Engineers LLC ("Ventech"), has subscribed for 933,687 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 135p per share (the "Subscription"). The Subscription has raised £1.3 million for the Group.

Ventech, headquartered near Houston, Texas, is a global leader in the design and construction of modular refineries, and an early pioneer of modular Gas-to-Liquids (GTL) plants. Ventech's manufacturing complex specialises in completely assembled and tested modules that are easily transported by truck, rail, and barge.

Alongside the Subscription, Velocys, Inc., the Group's US subsidiary, has entered into a series of agreements with Ventech whereby it will be Ventech's preferred supplier of Fischer-Tropsch (FT) technology in North America, and Ventech will have non-exclusive assured access to design, sell and deliver GTL plants incorporating the Group's FT product to customers in North America (subject to certain diligence requirements being met by Ventech).

Ventech is committed to offering modular GTL plants to its customers using the Group's technology. It will fulfil future GTL orders using its 200,000 sq. ft. fabrication facility near Houston, which has been recently expanded to support expected growth in orders. Furthermore, through VPI, Ventech has $200 million in available capital to make equity investments in energy projects, and expects to co-invest in initial customer GTL plants.

In addition, as part of the agreements, Ventech is required to place an order for FT reactors with the Group, by 29 March 2013, and Ventech has indicated that it is confident it will do so. The order will be for FT reactors for the first commercial GTL plant, to be delivered eighteen months after the order is placed. The expected revenue to the Group from this order is approximately $8 million. At the time when these reactors are transferred to the ultimate customer, the Group expects to receive additional license and catalyst revenues.

The Group and Ventech have been working closely together for over a year. In collaboration with the Group, Ventech has developed the design for a fully integrated, shop fabricated, modular GTL plant. On top of the project with Calumet Specialty Product Partners, L.P. for an approximately 1,000 bpd GTL facility at their Karns City, Pennsylvania site (announced on 7 September 2012), Ventech has several other client-funded engineering studies underway for GTL plants in North America where decisions to proceed are expected in 2013.

Roy Lipski, CEO of Oxford Catalysts Group, said:

"Today's transaction solidifies our relationship with Ventech and provides further validation of our technology, business model and valuation. With their decades of modularisation experience, global customer base, and strong commitment to GTL, Ventech is a great partner for Oxford Catalysts. The 44% premium to the mid-market price paid by Ventech provides a timely reminder of the significant potential upside that industry sees in Oxford Catalysts.

"Ventech's willingness to co-invest with clients, and the $200 million they have available for such activities, provides substantial comfort to early adopters and is proving a strong boost to the sales effort. Furthermore, their firm intention to purchase reactors for a commercial facility, by 29 March 2013 - potentially ahead of a client order, is a great vote of confidence and will help kick-start our manufacturing supply chain."

Kevin Stanley, CEO of Ventech Engineers, said:

"As the world's leader in the design and manufacture of modular process plants, we view the GTL market as a significant opportunity. After an extensive search of available technologies we identified Oxford Catalysts' FT product as the leading offering in the industry for modular GTL plants. There are strong synergies between the Group's technology and Ventech's strengths and expertise in modular process plants. We are delighted to be moving our relationship with Oxford Catalysts to the next stage and look forward to building a leading position with them in the fast emerging market for smaller scale GTL in North America."

Each new Ordinary Share will rank pari-passu with all existing Ordinary Shares. Application has been made for the new Ordinary Shares to be admitted to trading on AIM; it is expected that such admission will be effective as at 8 am on 19 November 2012. The Company's total issued share capital after admission of the new Ordinary Shares will be 91,333,678 Ordinary Shares. The Company does not currently hold any shares in treasury. This figure of 91,333,678 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 in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules. 

There will be a conference call for analysts at 8:30 am UK time; details of which can beobtained from FTI Consulting (see below).

- Ends -

For further information, please contact:

Notes to Editors

Oxford Catalysts enables modular Gas-to-Liquids ("GTL") plants to convert unconventional, remote and problem gas into valuable liquid fuels. Systems based on the Group's technology (marketed under the brand name Velocys) are significantly smaller than those using conventional technology, enabling modular plants that can be deployed cost effectively in remote locations and on smaller fields than is possible with competing systems. Together with world-class partners, Oxford Catalysts provides complete modular GTL solutions that address an untapped market of up to 25 million barrels of fuel a day.

Oxford Catalysts Group PLC is listed on the AIM market of the London Stock Exchange (LSE: OCG). The Group has some 85 employees with facilities near Oxford, UK and Columbus, Ohio, USA.

www.oxfordcatalysts.com

www.velocys.com

About Ventech

Ventech Engineers LLC is a global leader in the design and construction of modular refineries, plant relocations, and specialised market appraisals for the refining industry. It has offices in Texas, Moscow, and the Philippines.

www.ventech-eng.com