US Oil & Gas (USOPY)

[Sionica]

Results of the Open Offer
18 April, 2016

U.S. Oil & Gas Plc, ("USOIL" or the “Company”), the oil and gas exploration company with assets in Nevada, makes the following announcement:

On 11 March 2016, U.S. Oil and Gas Plc, announced a conditional offer (the “Open Offer”) of 10,744,663 ordinary shares of €0.0001 (the “Open Offer Shares”) to Qualifying Shareholders at a price of £0.27 (equivalent to approximately €0.35) per Open Offer Share (the “Open Offer Issue Price”) on the following basis:

1 Open Offer Share at £0.27 per Open Offer Share for every 4 Ordinary Shares held

The Open Offer closed for acceptances at 11.00 a.m. on 18 March 2015, and the Company is pleased to confirm that it has now received valid acceptances in respect of 1,691,751 Open Offer Shares from Qualifying Shareholders. This represents approximately 15.75 percent of the Open Offer Shares offered. Qualifying shareholders who validly applied for Open Offer Shares will receive the full amount of Open Offer Shares for which they applied.

The 1,691,751 new ordinary shares will rank pari passu in all respects with the existing ordinary shares of €0.0001 each in issue including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. The shares will be allotted to the USOIL register on 19 April 2016.

Following the Placing, the issued share capital of the Company will increase to 44,670,404 ordinary shares of €0.0001 each. This figure may be used by shareholders 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, the share capital of the Company under the Disclosure and Transparency Rules.

The Directors who own Ordinary Shares have subscribed under the Open Offer. The extent of their subscription and resulting revised interest in the issued share capital of the Company is as follows:

Name Brian McDonnell
No of Shares 3,931,753
Percentage holding 8.8 %

The company has also placed an additional 94,285 treasury shares at a price of £0.27 (equivalent to approximately €0.35) to raise gross proceeds of circa $37,346. The issue of treasury shares does not alter the number of shares in issue. Together with the Open Offer, the issuance of treasury shares yields aggregate proceeds of circa $771,469.

In the Open Offer document of 11 March 2016, the Company indicated it was considering a placing in addition to the Open Offer. The Company is currently exploring this option with advisors and potential investors. Further details of this and the Company’s corporate and operational plans will be communicated in due course.

Brian McDonnell, CEO U.S. Oil and Gas plc, said:

“That shareholders continue to support the Company in current market conditions is a sign of real confidence in our prospect in Hot Creek Valley. With the immediate future of the Company secured, we can now move on to the next phases of our corporate and operational agendas.”