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Longreach Oil & Gas - Closing of Financing

Date : 11/01/2012 @ 10:36PM
Source : Marketwired

Longreach Oil & Gas - Closing of Financing





Not for distribution to United States wire services or dissemination in
the United States. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities in the
United States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be offered or
sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.

JOINT PRESS RELEASE - FOR IMMEDIATE RELEASE



LONGREACH OIL AND GAS AND APIC PETROLEUM ANNOUNCE CLOSING OF
SUBSCRIPTION RECEIPTS OFFERING

Toronto, Ontario and Jersey, Channel Islands - 1 November, 2012 -
Longreach Oil and Gas Limited (TSXV: LOI) ("Longreach") and APIC
Petroleum Corporation (TSXV: API) ("APIC") are pleased to announce
that further to the press releases dated October 2, 2012 and October
24, 2012, APIC has completed its non-brokered offering ("Offering") of
subscription receipts ("Subscription Receipts"). An aggregate of
230,786,918 Subscription Receipts were sold under the Offering at a
price of USD0.13 per Subscription Receipt for total gross proceeds of
USD30,002,299.73.

Dennis A. Sharp, Chairman and CEO of APIC, commented:"Longreach has an outstanding portfolio of assets in a politically
stable and fiscally favourable environment. Morocco, as a significant
importer of energy, offers a strong domestic market with gas prices in
the order of USD10 per MCF. Longreach`s operated Sidi Moktar Licence
presents a unique opportunity; a proven and producing natural gas basin
with well defined undrilled potential and access to an existing and
underutilized gas pipeline which provides direct access to the
phosphate mines and ready market. APIC brings an important technical
appreciation of developing onshore projects together with the necessary
capital to ensure project execution. This is an exciting time for both
companies and we look forward to building shareholder value through a
well conceived and exciting drilling program."

Commenting, Bryan Benitz, Chairman and CEO of Longreach, said:"We are delighted with the successful conclusion of this financing. We
have a very exciting multi well work programme ahead of us and upon
conclusion of the proposed business combination, we will be fully
capitalised to execute this."

Upon completion of the Proposed Transaction, Longreach, as the
resulting issuer, intends to use the funds on a near term drill
programme on Longreach's onshore licenses in Morocco, with particular
focus on its operated Sidi Moktar acreage, and for general corporate
purposes.

The gross proceeds of the Offering are being held in escrow by
Computershare Trust Company of Canada ("Computershare"), pursuant to a
subscription receipt agreement between Computershare and APIC and will
be released, if certain conditions are satisfied by December 21, 2012,
including completion of the proposed plan of arrangement transaction
between Longreach and APIC (the "Proposed Transaction"). The
Subscription Receipts are subject to a 4 month hold period expiring on
March 1, 2013. However, upon release of the escrowed funds each
Subscription Receipt will be converted into one common share of APIC
which will then be immediately exchanged for common shares of Longreach
on the basis of 5.3846 APIC shares for one common share of Longreach
upon completion of the Proposed Transaction. Longreach shares issued
to holders of Subscription Receipts will not bear any restrictive
legends, and will be freely tradable other than (i) as may be required
by securities law and/or the rules of the TSX Venture Exchange, and
(ii) shares held by affiliates of Longreach or APIC will be subject to
resale restrictions under U.S. securities laws. In connection with the
release of the escrowed funds, certain finders will be entitled to
receive a cash commission of 5% of the funds that were identified by
such finder.

Four insiders of APIC or their associates participated in the Offering
on the same terms as follows:

                              Number of Subscription        % of the
Insider       Insider Status  Receipts Purchased            Offering

Dundee        Major APIC           56,182,907                 24.34%
Corporation   shareholder

Sheldon       Major APIC            3,500,000                  1.52%
Inwentash     shareholder

Dennis A.     APIC Director         5,407,692                  2.34%
Sharp

Khaled        APIC Director         2,307,692                  1.00%
Chehabi

              TOTAL                67,398,291                  29.20%




APIC Shareholders Meeting

A special meeting of shareholders of APIC is scheduled to be held on
Tuesday, December 4, 2012 to, among other things, ratify the Offering
and issuance of Subscription Receipts to APIC insiders, and to approve
the Proposed Transaction.

About Longreach

Longreach is an independent oil and gas exploration company focused on
exploration and development within Morocco. Longreach holds directly an
operating interest in one onshore exploration licence in Central
Morocco, and through its wholly-owned subsidiary Longreach Oil and Gas
Ventures Limited ("Ventures"), Longreach holds non-operating interests
in four oil and gas exploration licences in southern onshore and
offshore Morocco. In aggregate, Longreach's direct and indirect
interests in such exploration licences cover approximately 52,706 km2
(gross interest) / 11,238 km2 (net interest) or approximately 13.0
million acres (gross interest) / 2.7 million acres (net interest).

Longreach's operating interest comprises a 50% interest in the onshore
Sidi Moktar exploration licences referred to as Sidi Moktar West, Sidi
Moktar South and Sidi Moktar North located in the Essaouira Basin in
Central Morocco. Maghreb Petroleum Exploration S.A. ("MPE") and the
ONHYM each hold 25% non-operating interests in the Sidi Moktar
exploration licences. The ONHYM is an independent financially
autonomous public institution representing the interests of the Kingdom
of Morocco in the field of exploration and production of hydrocarbons
and mining resources.

Longreach's four non-operating licences and its interest in each
include: (i) the Zag exploration licence (22.5% interest), (ii) the
Tarfaya exploration licence (22.5% interest), (iii) the Sidi Moussa
exploration licence (7.5% interest) and (iv) the Foum Draa exploration
licence (7.5% interest). Longreach believes that the Sidi Moktar
exploration licences, together with these four non-operating
exploration licences, represent approximately 11% of Morocco's total
licence area.

Additional information on Longreach Oil and Gas Limited can be found at
www.longreachoilandgas.com and at www.sedar.com .

About APIC

APIC Petroleum Corporation, a company incorporated under the laws of
Canada, is an oil and gas exploration and development company seeking
to acquire oil and gas properties in Europe and elsewhere.

Additional information on APIC Petroleum Corporation can be found at
www.apiccorp.com, and at www.sedar.com.

CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION

Statements in this press release contain forward-looking information
within the meaning of applicable securities law. Forward-looking
information is frequently characterized by words such as"contemplates", "intends", "plan", "expect", "project", "believe","anticipate", "estimate" and other similar words, or statements that
certain events or conditions "may" or "will" occur. In particular,
forward-looking information in this press release includes, without
limitation, statements with respect to conversion of the Subscription
Receipts, release of the escrowed proceeds, completion of the Proposed
Transaction and use of proceeds. Readers are cautioned that
assumptions used in the preparation of forward-looking information may
prove to be incorrect. Although Longreach and APIC each believes that
the expectations reflected in the forward-looking information is
reasonable, there can be no assurance that such expectations will prove
to be correct. Neither Longreach nor APIC can guarantee future
results, level of activity, or performance of achievements.
Consequently, there is no representation that the actual results
achieved will be the same, in whole or in part, as those set out in the
forward-looking information.

Forward-looking information is based on the opinions and estimates of
management at the date the statements are made, and are subject to a
variety of risks and uncertainties and other factors (many of which are
beyond the control of Longreach and APIC) that could cause actual
events or results to differ materially from those anticipated in the
forward-looking information. Some of the risks and other factors could
cause results to differ materially from those expressed in the
forward-looking information include, but are not limited to, the risks
that the parties will not proceed with the Proposed Transaction and
associated transactions, that the ultimate terms of the Proposed
Transaction and associated transactions will differ from those that
currently are contemplated, and that the Proposed Transaction and
associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). Industry related risks could
include, but are not limited to: operations with foreign entities;
delays or changes in plans; competition for, among other things,
capital, acquisitions, skilled personnel and supplies; governmental
regulation of the oil and gas industry; technical problems; the
uncertainty of estimates and projections of costs and expenses;
unanticipated operating events or performance which can reduce


productivity; the need to obtain required approvals from regulatory
authorities; stock market volatility; liabilities inherent in oil and
gas operations; access to capital; and other factors. Readers are
cautioned that this list of risk factors should not be construed as
exhaustive.

The statements in this news release are made as of the date of this
release. Neither Longreach nor APIC undertakes any obligation to
comment on analyses, expectations or statements made by third parties
in respect of either of them, or their respective financial or
operating results or (as applicable), their securities.

For additional information, please contact:



For Longreach Oil and Gas Limited   For APIC Petroleum Corporation

Bryan Benitz, Chairman & Chief      Dennis A. Sharp, Chairman and Chief
Executive Officer                   Executive Officer
                                    (416) 367-0150
+44 20 3137 7756                    (416) 367-0165 (FAX)


Pelham Bell Pottinger               or
Mark Antelme / Philip Dennis /
Rollo Crichton-Stuart               John Clark, Chief Financial Officer
                                    (416) 367-0150
                                    (416) 367-0165 (FAX)

+44 207 861 3232


NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.



                    This information is provided by RNS
          The company news service from the London Stock Exchange

END

Contacts: RNS Customer Services 0044-207797-4400 Email Contact http://www.rns.com



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