Aurora Oil & Gas Limited - Proposed Private Offering of Senior Notes

PERTH, Western Australia, March 13, 2013 /CNW/ - Aurora Oil & Gas Limited (TSX: AEF) (ASX: AUT) today announced plans to commence, subject to market and other customary conditions, a private offering of up to US$250 million in aggregate principal amount of senior unsecured notes due in 2020 ("Notes").  The Notes will be issued by a wholly owned subsidiary of Aurora as senior unsecured obligations of the issuer, and will be guaranteed by Aurora and each of the subsidiaries of the issuer.

Aurora intends to use the net proceeds from the proposed Note offering primarily to fund the purchase price of US$117.5 million (subject to customary adjustments) for the asset acquisition announced on February 28, 2013.  In addition, the net proceeds will be used, together with operational cashflow and funds available from the existing senior credit facility, to fund the development of Aurora's holdings in the Eagle Ford shale trend and for general corporate purposes, including financing potential future acquisitions of oil and natural gas interests in its core areas.  Including the acreage to be acquired in the asset acquisition, Aurora is planning to drill 45 and 50 net wells in 2013, resulting in an annual cashflow capital expenditure of between US$430 and US$465 million.

The Notes to be offered will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the U.S. Securities Act and to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. In Canada, the Notes will be offered and sold on a private placement basis in certain provinces of Canada to certain accredited investors.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Forward-Looking Statements

Statements in this press release which are not statements of historical facts, including but not limited to those relating to the proposed offering of senior notes and the proposed use of proceeds from the offering, are forward-looking statements. These statements instead represent management's current expectations, estimates and projections regarding future events. Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on such statements.

SOURCE: Aurora Oil & Gas Limited

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
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HOUSTON
Aurora USA Oil & Gas, Inc. a subsidiary of Aurora Oil & Gas Limited
1111 Louisiana, Suite 4550, Houston, TX 77002 USA
t [phone], f [phone]

www.auroraoag.com.au