TXO : Issue of Equity and Bonus Warrant Issue

TXO PLC
("TXO" or the "Company")

Issue of equity

Director's Interest

Bonus Warrant issue to Shareholders

TXO, the AIM-quoted energy resource and clean technology investment company, announces Tim Baldwin, Chairman of TXO and Michael Baker-Harber, Chairman of The Grand Bahama Group Limited ("GBG") through their self-invested pension plans have each agreed to subscribe for £50,000 of equity in TXO at a price of 0.1 pence, resulting in the issue, in aggregate, of 100,000,000 new ordinary shares of 0.1p each in TXO ("Ordinary Shares")("Placing Shares").

Following the subscription, Tim Baldwin, Chairman of TXO, will have a legal and beneficial interest in 81,750,135 Ordinary Shares in TXO representing 7.69% of the issued share capital of the Company and Michael Baker-Harber will be interested in 50,000,000 Ordinary Shares representing 4.71% of the issued share capital. In addition, Michap Trading SA, of which Michael Baker-Harber is a trustee without any beneficial interest, holds 18,922,658 shares in TXO Plc, which represents a further 1.78% of the enlarged issued share capital of the Company.

The issue of the Placing Shares is deemed to be a related party transaction under the AIM Rules for Companies. The directors of TXO, other than Tim Baldwin, have considered the terms of the Placing and, having consulted with the Company's nominated adviser Northland Capital Partners Limited, consider them to be fair and reasonable insofar as shareholders in TXO are concerned.

The Board is conscious that shareholders have been diluted by placings and the conversion of convertible loan stock, and it is therefore minded to give shareholders an opportunity to acquire further shares in the Company on the same basis as the current subscription. The Board has decided to issue to all shareholders on the Shareholder Register at 28th February 2015 a free warrant pro-rata to their existing shareholdings on a 1:2 basis, exercisable until the 31st March 2015 at 0.1 pence.

A letter will be sent to shareholders in due course giving detailed information regarding the warrants.

Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place on 3 February 2015. The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company.

Following Admission, the Company's enlarged issued share capital will comprise 1,062,638,777 Ordinary Shares with voting rights. The Company does not hold any shares in Treasury. This figure of 1,062,638,777 Ordinary Shares may therefore 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

Tim Baldwin, Chairman and CEO of TXO, commented:

"The subscription, along with the financing announced on 21st January 2015, ensures that the working capital requirements of the Company are met.

"The proposed warrant issue to shareholders is a thank you from the Board for the support given and will hopefully allow them to increase their participation in what we believe to be an exciting opportunity as the investee companies begin to generate income and to enhance value."

For further information, please contact:

TXO PLC
Tim Baldwin, Chairman                              [phone]

Northland Capital Partners Limited         [phone]
John Howes / Alice Lane
Sales and Broking

Edward Hutton / William Vandyk
Nominated Adviser

Lothbury Financial Services Limited       [phone]
Michael Padley / Chris Roberts

Editors' Note

TXO PLC, the AIM quoted oil and gas investment company, has four main investments namely: The Grand Bahama Group Limited ("GBG") which is establishing a waste oil collection facility and Hydrocarbon Recovery Plant in the Bahamas at Freeport and also produces oil from its leases in Western Kentucky, USA; Oil Recovery Services Limited ("ORS"), which has proprietary technology for the reprocessing of contaminated oils and the remediation of dirty water; Oil Tech Royalties Inc ("OTR"), a joint venture company with a licence to commercialise a proprietary acoustic flow reactor valve; Athabasca Resources Limited ("Athabasca Resources") which has signed an agreement to acquire a 50 per cent. farm-in interest in certain Alberta Crown Leases covering 7,936 hectares in the Athabasca oil sands in Alberta, Canada. TXO also has an interest in Tasmania Oil and Gas Limited ("TOG") a joint venture company set-up to exploit a gas and oil opportunity in Tasmania, Australia, which is non-core.

TXO currently holds a 35.67 per cent. interest in GBG, a 25.1 per cent. interest in ORS, a 30 per cent. interest in OTR and an 18.8 per cent. interest in Athabasca Resources. It retains a 25 per cent. interest in TOG.