Ann: Pancontinental to raise $2.2 million, page-2

Pancontinental Oil & Gas NL (“Pancontinental”, “the Company”) (ASX Code:
PCL) is pleased to advise that it has completed a bookbuild for a placement to
sophisticated and professional investors to raise up to $1.2 million through the
issue of up to 300 million fully paid ordinary shares in the Company (“Shares”)
at an issue price of 0.4 cents per Share (“the Placement”).
In addition to the Placement, the Board of Pancontinental has also resolved to
offer eligible shareholders the opportunity to participate in a Share Purchase
Plan (“SPP”) to raise up to $1 million (see Share Purchase Plan Details below).
Funds raised pursuant to the Placement will be used in conjunction with existing
cash, for costs associated with the potential sale of a part interest in Namibia
EL0037, other farm out costs, business development and for general working
capital purposes and other payables (circa A$400,000 to BG Group).
Commenting on the Placement, Pancontinental CEO Barry Rushworth stated:
“The key focus for Pancontinental at the current time is our Offshore
Namibian Project – EL0037. Successful 3D and 2D seismic programmes
have recently been completed and processed at a cost to farminee Tullow
Oil in excess of US$30 million.”
“Tullow Oil is itself negotiating with a potential farminee for drilling in
EL0037 and by end-March 2016 Tullow Oil needs to exercise its option to
drill, following which Pancontinental would be free carried on a well with
no caps.”
“Given the quality and the value of the exploration undertaken to date and
the considerable potential for oil in a number of prospects, Pancontinental
is confident a decision to drill will be forthcoming and this will be of
considerable value to PCL’s healthy free carried 30% position in EL0037”.
“Pancontinental is also seeking to farm down part of its 30% interest for
cash. The current Placement and SPP strengthens Pancontinental’s
position as we embark on a very important few months for the Company.”
Hartleys Limited acted as Broker to the Offer in respect of the Placement and
SPP.
ASX ANNOUNCEMENT
4 DECEMBER 2015
2 | P a g e
Settlement of the placement for up to 177.5 million Shares is scheduled for
Friday, 11 December 2015 and is not subject to shareholder approval. This part
of the Placement falls within the Company’s existing placement capacity under
ASX Listing Rules 7.1 and 7.1A.
Subject to shareholder approval, Directors of Pancontinental have committed to
subscribe for $500,000 in the Placement. The Company anticipates that it will
seek such shareholder approval at a general meeting in early January 2016.
Share Purchase Plan Details
In order to provide all eligible Shareholders of the Company with the ability to
participate in this capital raising, the Company is undertaking a Share Purchase
Plan (“SPP”) to raise up to $1 million, with the company reserving the right to
raise more than this amount.
The SPP will enable eligible shareholders, irrespective of the number of Shares
which they hold in the Company, to purchase up to $15,000 worth of new
Shares directly from the Company.
The Company proceeding with the SPP is conditional upon the ASX granting a
waiver (which the Company expects will be forthcoming) from the operation of
Listing Rules 7.1 and 10.11 so that the issue price of Shares under the SPP can
be at the same price as the Placement (being 0.4 cents per Share). If the ASX
waiver is not granted, the Company reserves the right not to proceed with the
SPP or to proceed with it on amended terms. The Company will inform
shareholders of the outcome of the waiver application and the status of the SPP​

in due course.