Subscription by Substantial New Investor

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Upland Resources Limited ( LSE: UPL), the oil and gas company actively building a portfolio of attractive upstream assets, is pleased to announce that it has conditionally agreed to the subscription by Tune Assets Limited (“Tune”) placed 74,074,074 new shares of no par value in the Company (the ” Subscription Shares “) with Tune Assets Limited (“ Tune ” ) at 1.35p per share (the ” Subscription Price “) to raise £1,000,000 (before expenses).

These funds, when combined with the Company’s existing cash reserves ( which are currently approximately £1.9 9 million), will be used to part fund the obligations of Upl and Resources (UK Onshore) Limited under the Wick farm – in agreement announced on 29 November 2017 ( subject to completion of such farm – in agreement tak ing place) . They will also contribute to Upland UK’s share of costs to fund work on its existing assets , on new ventures and to provide working capital for the business.

Completion of the subscription for the Subscription Shares is conditional upon receipt of the aggregate Subscription Price from Tune by 9 February 2018 and admission of the Subscription S hares to the Official List (standard listing segment) of the UK Listing Authority and to the London Stock Exchange ‘s main market for listed securities . Applications for such admissions will be made to the UK Listing Authority and to the London Stock Excha nge upon receipt by the Company of the aggregate Subscription Price.

Background on Tune Group, Kamarudin Meranun and Tony Fernandes:

The Tune Group was founded in 2001 by Tony Fernandes and Kamarudin Meranun with the aim of providing affordable products and services across multiple industries including airlines, hotels, telecommunication and sports. The Group holds substantial stakes in, inter alia: –

  • AirAsia – Acquired out of government ownership by Tune Air in 2001 for less than £1, AirAsia has subsequently been turned around to become the largest low cost carrier in Asia. Under the ownership of Tune Group , the Company now services an extensive network of over 165 destinations and has successfully grown it s fleet to over 180 aircraft. AirAsia was named the World’s Best Low Cost Airline in the annual World Airline Survey by Skytrax for nine consecutive years from 2009 to 201 7 and World’s Leading Low Cost Airline by World Travel Awards for five consecutive years from 2013 to 2017.
  • QPR Football Club – Tune Group has been a major shareholder of the London based Championship football club since August 2011. Tony Fernandes is the Chairman of QPR with Kamarudin Meranun sitting on the Board. With the support of the Group, QPR continues to focus on building a global brand with an exceptional development programme.
  • Caterham Group – Tune Group announced the purchase of Caterham Cars in April 2011. With the support of Tune , the Company continues to be on the cutting edge of the automotive industry, focusing on motorsport and specialist engineering.
  • Tune Hotels Group – Founded in 2007, Tune Hotels’ core proposition is to offer a great night’s sleep at a great price. All of the Tune hotels feature space – efficient, streamlined rooms focusing on high – quality basics: 5 – star bed and powerful hot showers. Though minimally priced, the strategically located hotels provide housekeeping services, electronic keycard access into rooms, extensive CCTV systems and no access into the main lobby without a keycard past midnight. While mainly based in the Far East the chain also operates in Britain and India.
  • Tune Talk – Launched in 2009, Tune Talk is a Mobile Virtual Network Operator in M alaysia, which provides no – frills prepaid service for voice, data and SMS packages to fulfil the value for money segment with great accessibility and broad distribution reach.
  • Epsom College in Malaysia – Epsom College in Malaysia combines academic excellence with a first class British boarding experience, is a boarding and day school based on the on a 50 acre site at Bandar Enstek, south of Kuala Lumpur. Seen as a major development in the field of education in Malaysia, Epsom College is co-educational and follows the English National Curriculum with all teaching in English. The Senior School for pupils aged 11-18 is both a day and boarding school. It opened in September 2014 with a small Prep School on site for day pupils aged 3 – 10 years old.

Kamarudin Meranun is a leading Malaysian businessman who co – founded the Tune Group alongside Tony Fernandes. He has been AirAsia’s Executive Chairman since November 2013 having started as a director of the Company in 2001. He is also a Non – Independent Exec utive Director of AirAsia X and was appointed Group Chief Executive Officer of AirAsia X on 30 January 2015 to take charge of developing an overarching strategy for AirAsia’s longhaul, low cost business, which consists of AirAsia X, Thai AirAsia X and Indo nesia AirAsia X. He received a Diploma in Actuarial Science from University Technology MARA and he received a B.Sc. degree with Distinction majoring in Finance in 1986 and an MBA in 1987 from Central Michigan University.

Tony Fernandes is a prominent and well respected Malaysian entrepreneur who co – founded the Tune Group alongside Kamarudin Meranun. He has been Group Chief Executive Officer of AirAsia since 2001 and is a former host of ‘ The Apprentice Asia ‘ TV series . He studied at Epsom College and the Lo ndon School of Economics in Britain, and qualified as an Associate Member of the Association of Chartered Certified Accountants in 1991 and Fellow Member in 1996. In recognition of his work, he has received a number of international accolades , including th e title Officer of the Legion d’ Honneur recognising his contributions to the French aviation industry , a CBE by the United Kingdom in 2011 and the Fourth Pillar Award from the US – Asean Business Council in 2016, for his extraordinary contribution towards g rowth of Asean – the second recipient of the award after the Administration of US President Barack Obama.

Total Voting Rights

In accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Company announces that following admission of the Subscription Shares, it will have 457,242,705 shares of no par value in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 457,242,705.

The above figure of 457,242,705 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the shar e capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Steve Staley, CEO of Upland Resources Limited, said:

“We are very pleased to welcome Tune as a new, high profile, cornerstone investor and to be one of the few companie s in which this highly successful and entrepreneurial group has chosen to invest. With Tune’s backing we will be able to pursue the very exciting Wick Prospect and to finance other future opportunities . The investment by Tune supports Upland’s move to the second phase of our strategy , to invest in high impact assets, which will help us realise potentially transformative value growth. ”

This announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse.

Upland Resources Limitedwww.uplandres.com
Steve Staley, CEOTel: 07704 974784
s.staley@uplandres.com
Optiva Securities Limited
Jeremy King (Corporate Finance)Tel: 020 3137 1904
jeremy.king@optivasecurities.com
Christian Dennis (Corporate Broker)Tel: 020 3137 1903
christian.dennis@optivasecurities.com
FTI Consulting
Edward WestroppTel: +44 (0)2037271521
edward.westropp@fticonsulting.com
Molly StewartTel: +44 (0) 20 3727 1708
molly.stewart@fticonsulting.com
Flowcomms Ltd
Sasha SethiTel: +44 (0)7891 677441
sasha@flowcomms.com