Placing of 15,384,616 new Ordinary Shares

16.05.06

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE REPUBLIC OF IRELAND.

Placing of 15,384,616 new Ordinary Shares at 130p per new Ordinary Share (the “Placing Price”) to raise £20.0 million gross for the Company (“the Placing”)

THE PLACING

The Board of Northern Petroleum plc today announces that it has raised £20.0 million gross (£19.0 million net of expenses) by way of a conditional placing of 15,384,616 new Ordinary Shares at a price of 130p per share. The net proceeds of the Placing will be used primarily to fund the Group’s development and exploration projects in the Netherlands, and will also be used to fund the further development of the Group’s Italian, UK and other ventures.

The Placing has been made pursuant to the authority granted by shareholders on 5 August 2005. Application will be made for the admission of the new Ordinary Shares to the AIM Market of the London Stock Exchange and it is expected that such admission will take place on 19 May 2006.

Northern is also delighted to announce the appointment of Panmure Gordon (Broking) Limited (“Panmure Gordon & Co”) as joint broker to the Company with immediate effect. Investec and Panmure Gordon & Co acted as joint brokers to the Placing. Investec also acted as nominated adviser to the Placing.

BACKGROUND TO THE PLACING

THE NETHERLANDS – Agreements with NAM

In June 2005, Northern announced that its wholly owned subsidiary, NP Netherlands B.V. (“NPN”) had entered into agreements with Nederlandse Aardolie Maatschappij B.V. (“NAM”), a company jointly owned by Shell and ExxonMobil, involving cooperation onshore Netherlands concerning a number of onshore discoveries and exploration prospects. Under these agreements an initial package of up to eight undeveloped oil discoveries would, following exercise of NPN’s options, be transferred to NPN who would assume operating responsibility after the receipt of government approvals. The agreements also provided for NPN to acquire 50% of NAM’s interests in up to seven additional onshore exploration areas where NAM had identified gas prospects.

In August and December 2005, Northern announced that NPN had, following due diligence, exercised its options under these agreements covering what it believed to be the five most commercially attractive discoveries, being Geesbrug, Ottoland, Grolloo, Brakel and Andel.

Under these agreements, Northern will fund 100% of the development of these discoveries and receive 100% pay-back of its costs plus an uplift of 30%, thereafter splitting all future pre-tax profits equally with NAM. The Dutch Minister of Economic Affairs has the right to designate EBN B.V. (“EBN”), a State owned company, as a 40% participant in each project in return for a pro-rata share of sunk exploration costs and a pro-rata share of all future costs of each project in which it participates.

In March 2006, Northern announced the completion of a report carried out by RPS Energy (“RPS”) on the five NAM discoveries. The reserve estimates set out in that report are detailed in the table below.

Gross reserves	Proved	Proved + probable	Proved + probable + possible
Oil	6.3 MMstb	11.6 MMstb	19.0 MMstb
Gas	210.1bscf	364.9bscf	544.6 bscf

The reserves in the above table are stated gross prior to the potential 40% participation by EBN. NPN’s interests will also be subject to a NAM 50% Net Profits Interest after Northern has recovered 130% of its capital costs.

Northern is currently awaiting formal government transfer of NAM’s interests in these licences to NPN at which point it will become operator. The transfer is awaiting due process, however the transfer is not a pre-condition to the agreements.

Under its agreements with NAM, NPN has also agreed to farm-in to the Steenwijk exploration prospect in the Schoonebeek production licence area and in to three further near field exploration wells within the Drenthe and Andel II licence areas. NPN will earn these interests by drilling and covering the combined NAM and NPN expenses of four exploration wells and will, subject to Government consent, assume operatorship of the activities in the Drenthe and Andel II exploration part-areas. The agreements provide for NPN to recover all dry hole costs out of the pre-tax revenues from future discoveries and thereafter share the profits from the licence interests on an equal basis with NAM. Northern anticipates the drilling of the Steenwijk well by NAM later this year and the second exploration well during 2007.

PAPEKOP

In January 2005 the Northern application for a production licence to develop the Papekop oil and gas discovery, drilled and tested in 1986 by NAM, was gazetted in the EU bulletin but was subsequently contested. In November 2005 Northern was advised that the Mining Council of the Netherlands, the Mijnraad, recommended to the Minister of Economic Affairs that the Papekop licence be awarded to NPN. As in respect of the NAM discoveries, the Dutch Minister of Economic Affairs has the right to designate EBN, as a 40% participant upon award of any licence on the terms outlined above. The due process is currently underway and initiation of this project awaits formal award of this licence to NPN. On a gross basis, prior to the potential 40% participation by EBN, the field reserves are summarised below:

Gross reserves	Proved	Proved + probable	Proved + probable + possible
Oil	4.0MMstb	9.7MMstb	20.0MMstb
Gas	30.0Bscf	38.3Bscf	45.0Bscf

FIELD INFORMATION

NPN’s development interests comprise six separate accumulations, each with a single well penetration. Four of the accumulations (Papekop, Brakel, Andel and Ottoland) have Triassic Bunter Sandstone reservoirs and the remaining two (Grolloo and Geesbrug) have Zechstein and Carboniferous reservoirs. The Rotliegend reservoir is also present in Geesbrug. All accumulations are in fault bounded structural traps. All but part of the Ottoland discovery are covered by 3D seismic surveys.

DEVELOPMENT PLAN

Northern anticipates swiftly progressing the development of the discoveries following the formal transfer of licences to NPN.

NPN’s proposed development of the assets can be split into two distinct groups, the first being Andel, Geesbrug, Brakel and Grolloo, which are to be developed as gas fields with the gas being converted into electric power on site. The second group comprises the Papekop and Ottoland discoveries, which are to be developed as oilfields and the associated gas converted to electric power on site.

The detailed scheme of development and the timetable will only be finalised following further consultations with the local community, authorities and partners as required. The Company is committed to meet or improve upon all legislated environmental, heath and safety standards and will design its operations to be a good neighbour.

All fields have existing sites and access roads. Initial development requires a sidetrack in Papekop while the other five fields are planned to be produced initially from the existing wells.

Following the grant or transfer of the licences, the key tasks in achieving this development timetable will be securing the necessary permissions. Subject to planning consents, Northern is targeting first production in Q1 2007. Based upon preliminary development schemes, the Company forecasts reaching combined gross field production levels on proven plus probable reserves of 1,000 bopd and 40MW of electricity by the end of 2007, rising to 5,500 bopd, 50MW of electricity and 48mmscfd of gas by 2010.

PROJECT FINANCE FACILITY

In March 2006, Northern announced that the credit committee of Standard Bank plc (“Standard”) had approved the terms of a project finance facility of up to EUR40 million for NPN. Up to EUR35 million will be made available to fund the capital cost (including a contingency for cost overruns) of bringing the six onshore oil and gas properties in the Netherlands to production. A further EUR5 million working capital facility will be made available once NPN has reached first production. The facility will have an initial duration of 60 months from first drawdown of funds, with repayments to commence six months after scheduled first production. Drawdown remains subject to completion of the usual facilities documentation and satisfying the terms of the facility, which are normal for this type of transaction. The Standard facility will cover 65% of NPN’s share of the development cost of bringing the six discoveries into production.

Upon signature of the facilities documentation, it has been agreed that Standard will be issued, subject to certain lock-in provisions, with three million warrants at prices based upon trade weighted prices of Northern’s shares at various times within the agreement process.

ITALY

Northern has a substantial portfolio of exploration interests on and offshore Italy. The portfolio comprises ten licences and eleven licence applications, on all of which Northern has been invited to submit an environmental impact study. In total the interests cover an area in excess of 11,000 km², and are located predominantly in the Po Valley, the Southern Adriatic and offshore Sicily. Northern is operator of each licence and holds a total economic interest of approximately 69%, comprising a 100% direct licence interest reduced by ATI Oil Plc (“ATI”) having a 50% beneficial interest through an agreement with Northern but Northern has and a further interest of approximately 19% through its 37.94% shareholding in ATI Oil Plc (“ATI”), its partner in Italy, which is quoted on Ofex. The current market value of this investment is approximately £9.5 million.

In February 2006, Northern announced that it was preparing the necessary environmental impact studies in respect of three licence applications in the Sicily Channel, two in the Southern Adriatic and one offshore Calabria. The Southern Adriatic assets contain three undeveloped oil discoveries drilled by Enterprise Oil and Agip/ENI and the offshore Calabria block contains three undeveloped gas discoveries drilled by Agip/ENI. The three uncontested applications to the west of Sicily strengthen Northern’s position in the Apennine-Maghreb thrust belt in Italian waters, now covering an area of 5,083 km².

This thrust belt is productive in the Southern Apennines with the large fields at Monte Alpi and Tempa Rossa, in Sicily with the Gagliano gas field and more recently in Algeria.

Subject to permits, Northern expects to commence a 2D seismic survey over its GR.17.NP, GR.18.NP, GR.19.NP, CR.147.NP and CR.146-NP licences to the west and south of Sicily during the third quarter of 2006 with a view to further advancing existing prospects and leads and identifying additional exploration prospects. Preliminary technical work has already commenced on the Southern Adriatic and offshore Calabrian oil and gas discoveries to enable a programme of drilling appraisal wells at an early stage after the final licence decrees.

The Directors believe this portfolio, the equivalent of more than 60 North Sea blocks, provides the Group with significant short and medium term appraisal and exploration opportunities.

UK ONSHORE

Northern has a portfolio of exploration, appraisal and production interests in south east England. Near term activity will be focused on the Group’s Weald Basin assets, upon which Exploration Consultants Limited (“ECL”) issued a report during April 2005. The reserve estimates set out in that report were as follows:

Gross reserves	Proved	Proved + probable	Proved + probable + possible
Oil	1.27MMstb	3.6MMstb	26.5MMstb

Northern anticipates drilling, as operator, one appraisal well within PEDL 126 and one exploration well in PEDL 155. It is also involved, holding a 5% interest, in the further appraisal of the Avington discovery. Northern will also continue to further progress its other operated licences with a view to adding to its inventory of future appraisal and exploration wells.

CURRENT TRADING AND PROSPECTS

The result for the year ended 31 December 2005 is anticipated to be in line with the Board’s expectations. Trading for the first four months of 2006 is also in line with expectations.

FURTHER INFORMATION ON THE PLACING

The Company made arrangements to raise £20.0 million gross (£19.0 million net of expenses) by way of a placing of 15,384,616 new Ordinary Shares (the “Placing Shares”) at a price of 130p per share. The new Ordinary Shares will represent approximately 17.0% of the enlarged issued share capital of the Company. The Placing Price of 130p represents a discount of 7.1% to the closing mid-market price of 140p as at 15 May 2006. Investec and Panmure Gordon & Co have conditionally placed the Placing Shares with institutional investors. The Placing has been fully underwritten by Investec and Panmure Gordon & Co pursuant to the terms of the placing agreement entered into by the Company, Investec and Panmure Gordon & Co (the "Placing Agreement"). Following the Placing there will be 69.6 million Ordinary Shares in issue.

The Company has existing authorities in place to allow the issue of these shares for cash on a non-pre-emptive basis and the Placing therefore does not require additional shareholder approvals. The Placing is conditional, inter alia, on the admission of the new Ordinary Shares to the AIM Market of the London Stock Exchange ("Admission"). On Admission, the new Ordinary Shares will rank pari passu in all respects with the existing ordinary shares in Northern.

The Placing has only been made to persons falling within article 19 and article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”) who are also qualified investors for the purposes of section 86 of FSMA and no other person may now participate in the Placing or rely on any communication relating to it.

Derek Musgrove, Managing Director, commented:

“We are ready to progress a number of our projects, principally in the Netherlands but also in Italy, UK and Guyane.

We now face a very active period but with the confidence that we have recruited an experienced and committed team to meet and enjoy the challenge. It is also appropriate to re-affirm Northern’s commitment to high environmental, health, safety and ethical standards. We are often dealing with activities affecting local communities and we will endeavour to progress our assets in the confidence that we are being good neighbours.”

The reserve estimates reported are based on the joint reserve and resource definitions of the Society of Petroleum Engineers, the World Petroleum Congress and the American Association of Petroleum Geologists. In accordance with the AIM Rules – Guidance for Mining and Oil & Gas Companies, the information contained in this announcement has been reviewed and signed off by the Exploration Manager of Northern, Mr Graham Heard BSc (Hons), who has over 30 years experience as a petroleum geologist.

Northern Petroleum Plc
Derek Musgrove, Managing Director, Tel: 07876 764 370
Chris Foss, Finance Director, Tel: 07876 764 370

Investec
Tel: 020 7597 5000
Michael Ansell / Patrick Robb

Panmure Gordon & Co
Tel: 020 7459 3600
Tim Linacre / Katherine Roe

Hansard Communications
Tel: 020 7245 1100
Chris Roberts / Ben Simons

Appendix

Terms and Conditions of and Important Information relating to the Placing

By participating in the Placing and acquiring Placing Shares in the capital of the Company placees will be deemed to have read and understood this Appendix in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix.

The Placing and the terms and conditions herein, are directed exclusively at investment professionals (within Article 19(5) of the FPO) and high net worth companies, unincorporated associations etc (within Article 49 of the FPO)(such categories of investors being referred to as “Relevant Persons”) who are also qualified investors for the purposes of section 86 of the Financial Services and Markets Act 2000 (“FSMA”). No person other than Relevant Persons contacted by Investec or Panmure Gordon & Co may participate in the Placing or rely on any communication relating to it. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA.

Members of the public are not entitled to take part in the Placing and this announcement is communicated to them for the purposes of information only. The offer of the Placing Shares has not been made to the public for the purposes of the Prospectus Rules. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons.

This announcement and Appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for new Ordinary Shares in any jurisdiction, including, without limitation, the United Kingdom, the United States, Canada, Australia, Japan and the Republic of Ireland. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of Ireland or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (“the Securities Act”) and may not be offered or sold within the United States absent registration or an exemption from registration. Any offering to be made in the United States will be made to qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act in compliance with Section 4(2) of the Securities Act. The Placing Shares are to be offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The distribution of this announcement and the placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. Persons to whose attention this announcement has been drawn are required by the Company, Investec and Panmure Gordon & Co to inform themselves about and to observe any such restrictions.

Any acquisition or application for Ordinary Shares by placees should only be made on the basis of information contained in this document.

The Placing

Under the Placing, Investec and Panmure Gordon & Co on behalf of the Company, have conditionally placed 15,384,616 new Ordinary Shares at the Placing Price to raise approximately £20.0 million (or approximately £19.0 million net of expenses).

Application has been made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence on 19th May 2006 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.

Prospective Placees will be contacted by Investec and/or Panmure Gordon & Co to invite them to submit a bid in the Placing process. If a bid is successful, the Placee’s allocation will be confirmed to it orally following the close of the Placing process, and a conditional contract note will be dispatched as soon as possible thereafter. Investec’s or Panmure Gordon & Co’s oral confirmation to the Placee after the Placing process has closed in connection with this announcement will constitute a legally binding commitment upon the Placee to subscribe for the number of Placing Shares allocated to it on the terms and conditions set out in this Appendix. Investec and Panmure Gordon & Co are arranging the Placing as agents of the Company. Participation will only be available to persons invited to participate by Investec or Panmure Gordon & Co.

Terms of the Placing Agreement

Pursuant to the Placing Agreement, Investec and Panmure Gordon & Co have each agreed to use their reasonable endeavours to place the Placing Shares with placees selected by them. Investec and Panmure Gordon & Co have further agreed to themselves subscribe such number of the Placing Shares for which they fail to procure placees.

The Placing is conditional upon, inter alia, Admission and on the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 8.00 am on 19th May 2006 (or such later time and date as the Company, Investec and Panmure Gordon & Co may agree, being no later than 8.00 am on 31st May 2006) the Placing will not become unconditional and any placing monies paid in advance will be returned to the placees, without interest, as soon as practicable thereafter.

In consideration of their services in connection with the Placing, the Company will pay to each of Investec and Panmure Gordon & Co a commission of a certain percentage of the aggregate value, at the Placing Price, of the Placing Shares. The Placing Agreement contains warranties given by the Company with respect to the Group, its businesses and certain matters connected with the Placing. Investec and Panmure Gordon & Co are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, materially untrue, inaccurate or misleading or if an event of force majeure arises. In addition, the Company has given an indemnity to Investec and Panmure Gordon & Co in respect of, amongst other things, the performance by Investec and Panmure Gordon & Co of their services in connection with the Placing and the application on behalf of the Company to the London Stock Exchange for Admission.

The exercise by Investec and Panmure Gordon & Co of any right of termination under the Placing Agreement shall be within their absolute discretion and neither Investec nor Panmure Gordon & Co shall have any liability to any Placee, or any other person for whom any Placee is subscribing Placing Shares, in respect of any decision which either may make as to whether or not to exercise any right of termination or any of their other rights under the Placing Agreement.

General

These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to either Investec or Panmure Gordon & Co to subscribe for Placing Shares (which may include Investec and/or Panmure Gordon & Co and/or its nominee(s)) hereby agrees with each of Investec, Panmure Gordon & Co and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued under the Placing. A Placee shall, without limitation, become so bound if either Investec or Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) its allocation (the “Confirmation”).

Conditional on (i) Admission occurring on 19th May 2006 or such later date as the Company, Investec and Panmure Gordon & Co may agree (not being later than 31st May 2006), and (ii) the Confirmation, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditional contract note will be dispatched as soon as possible following the Confirmation.

Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee on a delivery versus payment (“DVP”) basis within CREST as shall be directed by Investec or Panmure Gordon & Co. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed Investec and/or Panmure Gordon & Co or any nominee of Investec and/or Panmure Gordon & Co to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by Investec or Panmure Gordon & Co.

This announcement is the sole responsibility of the Company. Investec is acting as nominated adviser and joint broker to the Company and to no other person in relation to the Placing. Panmure Gordon & Co is acting as joint broker to the Company and to no other person in relation to the Placing. Neither Investec nor Panmure Gordon & Co will be responsible to any person other than the Company for providing the protections afforded to the customers of Investec and/or Panmure Gordon & Co nor for advising any person other than the Company on the transactions and arrangements referred to in this document.

No offering document or prospectus has been or will be submitted to be approved by the UKLA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec, Panmure Gordon & Co or the Company and neither Investec, Panmure Gordon & Co or the Company will be liable for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to Investec and Panmure Gordon & Co (for themselves and as agents of the Company) that:

it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part:
1. has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and
2. has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares;
it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person);
it is a Relevant Person and a qualified investor for the purposes of section 86 of FSMA;
in agreeing to subscribe for Placing Shares it has received and read this document including this Appendix and is not relying on any information, representation or warranty relating to the Placing, the Placing Shares or the Company other than as contained in this document and it has not relied on and is not relying on any representation or warranty or agreement by Investec, Panmure Gordon & Co or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein;
save where either Investec or Panmure Gordon & Co has been given prior written notice to the contrary, in participating in the Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;
it irrevocably confirms Investec’s and Panmure Gordon & Co's discretion with regard to the Placing Agreement and agrees that neither Investec nor Panmure Gordon & Co owes it any fiduciary duties in respect of any claim it may have relating to the Placing;
it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Ordinary Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offered or sold in the United States, Canada, Australia, the Republic of Ireland or Japan;
it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States, Canada, Australia, the Republic of Ireland or Japan;
it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section;
it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Investec, Panmure Gordon & Co, the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application; that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares; and that it will pay any issue or other taxes due under any relevant non-UK laws;
it acknowledges and agrees in connection with its participation in the Placing that neither Investec nor Panmure Gordon & Co is acting for it in relation to the Placing or otherwise and that neither Investec nor Panmure Gordon & Co will have any duties or responsibilities to it for providing the protections afforded to their customers or for advising it with regard to the Placing or the Placing Shares, nor do the contents of this announcement constitute the giving of investment advice by either Investec or Panmure Gordon & Co to it and nor does it expect Investec or Panmure Gordon & Co to have a duty to it similar or comparable to the "best execution", "suitability" and "risk warnings" rules of The Financial Services Authority;
it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for Placing Shares and to perform its obligations as set out herein;
save where Investec or Panmure Gordon & Co has been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person);
save where Investec or Panmure Gordon & Co has been given prior written notice to the contrary, the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;
in the case of a person who confirms to either Investec or Panmure Gordon & Co on behalf of a Placee an agreement to subscribe for Placing Shares and/or who settle with Investec or Panmure Gordon & Co on a DVP basis, that person represents and warrants that he has authority to do all such acts on behalf of the Placee;
to the extent that a Placee is subscribing for Placing Shares on behalf of a third party and prior written notice of such matter has been given to Investec or Panmure Gordon & Co as contemplated by paragraph (e) of this appendix:
1. such Placee has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the “Regulations”);
2. such Placee has complied fully with its obligations pursuant to the Regulations; and
3. such Placee will provide Investec and/or Panmure Gordon & Co on demand with any information it might require for the purposes of verification under the Regulations;
it is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and insider dealing under the Criminal Justice Act 1993;
it acknowledges that the issue of the Placing Shares to it will be issued subject to the terms and conditions set out herein;
it has read this announcement;
acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares;
acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Investec, Panmure Gordon & Co. nor any person acting on their behalf is responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise; and
represents and warrants that it has not received a prospectus or other offering document and has not relied on any information other than information contained in this announcement or any information previously published by or on behalf of the Company and acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.

In the event that a Placee is not able to give the warranties in (m) and (n) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate. Neither Investec, Panmure Gordon & Co nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax, which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, Investec, Panmure Gordon & Co and the Company.

Each Placee irrevocably appoints any duly authorised officer of Investec and Panmure Gordon & Co as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it.

Settlement of the transactions in the Placing Shares following Admission will take place within the CREST system against either Panmure Gordon & Co's CREST account 83801 or Investec’s CREST account 331.

Investec and Panmure Gordon & Co will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form.

In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee’s liability is joint and several.

These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of Investec, Panmure Gordon & Co and the Company, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction.

Northern Petroleum Plc

Placing of 15,384,616 new Ordinary Shares

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