Aurora Oil & Gas Limited - Completion of Australian placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

PERTH, Western Australia, May 24, 2012 /CNW/ - As announced on 17 May 2012, Aurora Oil & Gas Limited (ASX:AUT) (Company or Aurora) entered into underwriting agreements for the issue of approximately 33.8 million ordinary shares (Shares) at either A$3.55 or C$3.55 per Share (the Underwritten Placement). Of these Shares, Aurora has offered 18 million Shares at a price of C$3.55 per share pursuant to a short form prospectus in Canada (Canadian Offer). The remaining Shares were placed to institutional and sophisticated investors in Australia and elsewhere (other than Canada) (Australian Offer).

A further A$4.0 million is to be raised, subject to shareholder approval, through the issue of 1.1 million Shares at A$3.55 each to certain directors of the Company (Director Placement).

Euroz Securities Limited and TD Securities Inc. are acting as Joint Lead Managers and lead Australian and Canadian Underwriters respectively. GMP Securities L.P. and Macquarie Capital Markets Canada Ltd. are acting as Canadian Co-Managers, with Credit Suisse (Australia) Limited, UBS AG, Australia Branch and GMP Securities Australia Pty Limited as Australian Brokers to the Australian Offer.

Aurora advises that it has now completed the Australian Offer and has allotted an issued 15,802,816 Shares at A$3.55 per Share to raise approximately A$56.1 million before the costs of issue.

The Shares rank equally with existing fully paid ordinary shares.

An Appendix 3B in respect of the Shares has previously been released (refer announcement of 17 May 2012). The Company expects that holding statements will be despatched to shareholders early next week.

Settlement of the Canadian Offer is expected to occur on or around 1 June 2012 and the Director Placement on or around 28 June 2012 (subject to shareholder approval).

Sugarloaf Acquisition

On 14 May 2012, Aurora announced an agreement to acquire an additional 6% non operated working interest in the Sugarloaf Area of Mutual Interest ("AMI") from a private individual owner (and not from the operator of the acreage, Marathon Oil EF LLC, or from anyone with whom Aurora has previously transacted) for US$95 million cash (the "Acquisition"). The Sugarloaf AMI is located within the Sugarkane Field, onshore United States, in the liquids rich area of the Eagle Ford shale trend. Aurora already participates in the Sugarloaf AMI and upon completion of the Acquisition will see its working interest increase from 15.8% to 21.8%. The Acquisition will provide an additional 1,442 net acres resulting in Aurora's acreage in the Sugarkane Field increasing by approximately 9% from 16,365 to over 17,800 net acres.

Use of Funds

The proceeds from the Underwritten Placement (net of underwriters' fees and transaction costs) will be used to fund the development costs associated with the increased Sugarkane Field acreage position and for working capital.

Secondary Trading Exemption

The Corporations Act 2001 (Act) restricts the on-sale of securities without disclosure, unless the sale is exempt under sections 708 or 708A of the Act.  By Aurora giving this notice, sale of the Shares the subject of the Australian Offer above will fall within the exemption offered by section 708A(5) of the Act.

Aurora hereby notifies the ASX under section 708A(5)(e) of the Act that:

(a)	Aurora issued the Shares the subject of the Australian Offer without disclosure to investors under Part 6D.2 of the Act;
(b)	as at the date of this notice, Aurora has complied with the provisions of Chapter 2M of the Act as they apply to Aurora, and with section 674 of the Act; and,
(c)	as at the date of this notice, Aurora has complied with section 674 of the Act as it applies to Aurora; and
(d)	as at the date of this notice, there is no information:
		(i)	that has been excluded from a continuous disclosure notice in accordance with the Listing Rules of the Australian Securities Exchange; and
		(ii)	that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
				A.	the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
				B.	the rights and liabilities attaching to the Shares the subject of the Australian  Offer.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or any state securities laws and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under The Securities Act except in compliance with the registration requirements or an applicable exemption from the registration requirements of The Securities Act and applicable state securities laws.

Aurora Oil & Gas Limited ABN 90 008 787 988

HEAD OFFICE
Level 20, 77 St. Georges Terrace, Perth, WA 6000, Australia
GPO Box 2530 Perth, WA 6001, Australia
t [phone], f [phone], e [email protected]

HOUSTON OFFICE
Aurora Oil & Gas Ltd - Parent to Aurora USA Oil & Gas, Inc.
1111 Louisiana, Suite 4550, Houston, TX 77002 USA
t [phone], f [phone]

www.auroraoag.com.au