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Listing Document THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should consult an independent professional adviser authorised under the United Kingdom Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities. Chariot Oil & Gas Limited (the “Company”) and its directors (the “Directors”), whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure this is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application has been made for the whole of the issued and to be issued ordinary share capital of the Company (the “Ordinary Shares”) to be admitted to trading on AIM (the “Admission”), a market operated by London Stock Exchange plc (“AIM”). AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to London Stock Exchange plc on Admission in the form set out in Schedule Two of the AIM Rules for Nominated Advisers. The rules of AIM are less demanding than those of the Official List of the UK Listing Authority and it is emphasised that no application is being made for admission of the Ordinary Shares to the Official List of the UK Listing Authority. Furthermore, neither London Stock Exchange plc nor the UK Listing Authority has examined or approved the contents of this document. It is expected that Admission will become effective and that trading in the Ordinary Shares will commence on AIM on 19 May 2008. Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinance 1959 (as amended) has been obtained for the issue of this document. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council takes any responsibility for the arrangement or the financial soundness of the Company or the correctness of any of the statements made or the opinions expressed with regard to it. This document, which does not constitute a prospectus, has been drawn up in accordance with the AIM Rules for Companies and has been issued in connection with the application for admission to trading of the Ordinary Shares on AIM. This document contains no, and the Company is not making an, offer to the public within the meaning of sections 85 and 102B of FSMA. This document is therefore not an approved prospectus for the purposes of section 85 of FSMA, and has not been filed with the Financial Services Authority (the “FSA”) or any other authority which could be a competent authority for the purposes of the EU Prospectus Directive 2003/71/EC nor has it been approved by a person authorised under FSMA. CHARIOT OIL & GAS LIMITED (Incorporated and registered in the Bailiwick of Guernsey with registered number 47532) Placing of 34,615,000 new Ordinary Shares of 1p each at 130p per Ordinary Share and Admission to trading on AIM Nominated Adviser KPMG Corporate Finance Broker BMO Capital Markets Limited SHARE CAPITAL IMMEDIATELY FOLLOWING PLACING AND ADMISSION Ordinary Shares of 1p each Authorised Issued and fully paid Number Amount Number Amount 400,000,000 £4,000,000 141,173,471 £1,411,735 All the Placing Shares will, on Admission, rank pari passu in all respects with the existing Ordinary Shares in issue and will rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the FSA for the conduct of investment business in the United Kingdom, is acting as nominated adviser to the Company in connection with the matters set out in this document. KPMG Corporate Finance is not acting for any person other than the Company and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or providing advice in relation to the contents of this document or any matter or for any arrangements described in this document. BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FSA and is a member of London Stock Exchange plc, is acting exclusively for the Company, as broker, in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of BMO Capital Markets Limited or advising any other person on the Placing and the contents of this document or any matter referred to herein. Neither KPMG Corporate Finance nor BMO Capital Markets Limited has authorised the contents of this document, or any part(s) of it, and no liability whatsoever is accepted by KPMG Corporate Finance or BMO Capital Markets Limited for the accuracy of any information or opinions contained in this document or for the omission of any information. Neither KPMG Corporate Finance nor BMO Capital Markets Limited is making any representation or warranty (express or implied) as to the contents of this document. Neither this document nor the Ordinary Shares have been, and nor will they be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States of America, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. Accordingly, subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered or sold within the United States of America, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or to or for the account or benefit of any national resident or citizen of, or any person located in, the United States of America, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction or which would impose any unfulfilled registration, publication or approval requirements on the Company or BMO Capital Markets Limited. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. Prospective investors should read the whole text and contents of this document and should be aware that an investment in the Company is speculative and involves a significant degree of risk. In particular, prospective investors' attention is drawn to Part 1 of this document entitled “Risk factors”. Copies of this document will be available to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) free of charge from the registered office of the Company, situated at Sydney Vane House, Admiral Park, St. Peter Port, Guernsey, GY1 2HU, the offices of the Company’s adviser as to English law, Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP, United Kingdom and the Company’s nominated adviser, KPMG Corporate Finance, 8 Salisbury Square, London EC4Y 8BB, United Kingdom, from the date of this document until the date being one month after the date on which Admission takes place, which is expected to be 19 May 2008. CONTENTS Page PLACING STATISTICS 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 DIRECTORS, SECRETARY AND ADVISERS 4 SUMMARY INFORMATION 6 PART 1 RISK FACTORS 11 PART 2 INFORMATION ON THE COMPANY 18 Overview 18 Namibia 18 Namibian oil and gas resources 19 The Group’s assets 21 Licences 23 History and development of the Group 23 Strategy 24 Work programme 24 Directors, senior management and technical advisers 25 Corporate governance and share dealing code 28 Takeover Code 29 Disclosure of shareholdings 29 Related party transactions 29 Reasons for the Placing and Admission 30 Use of proceeds 30 Financial information on the Group 30 Current funding and liabilities 30 Current trading and prospects 31 Liquidity and financing 31 Dividend policy 31 Lock-in and orderly market arrangements 31 Terms and conditions of Placing 32 Admission 32 CREST and trading in Ordinary Shares 32 Taxation 32 Share options 33 Further information 33 PART 3 OVERVIEW OF THE LICENCES AND THE PETROLEUM AGREEMENTS 34 PART 4 COMPETENT PERSON’S REPORT 42 PART 5 FINANCIAL INFORMATION 110 PART 6 UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP 153 PART 7 ADDITIONAL INFORMATION 155 DEFINITIONS 191 GLOSSARY 195 2 PLACING STATISTICS Placing Price 130p Total number of Placing Shares being issued pursuant to the Placing 34,615,000 Number of Ordinary Shares in issue
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