31 January 2017

                                   KAROO ENERGY PLC                                
                           ("Karoo Energy" or the "Company")                       

               Interim Results for the Six Months Ended 31 October 2016            
                                          And                                      
                                     Notice of AGM                                 

    CHIEF EXECUTIVE OFFICER STATEMENT

    I am pleased to report that the Company has made continued progress over recent
    months particularly with our exploration programme. We announced recently that
    exploration work in the Gemsbok Basin covered by the Company's Prospecting
    Licences EL001/2012 and PL171/2015 has produced results which confirm the
    geological model for the Company's exploration programme. This model, based on
    multiple research projects, including deep boreholes and seismic surveys,
    undertaken by the Department of Geological Survey of Botswana and other
    published academic works, predicts a deep sedimentary basin, the Gemsbok Basin,
    infilled by Karoo Supergroup sedimentary rocks underlain by Nama Group
    sedimentary rocks. Both groups of rock, Karoo and Nama, are known to contain
    organic shales which form the target for this exploration project. This
    announcement underlines our commitment to and belief in the potential for shale
    gas within our portfolio of licences and we are continuing our exploration work
    and look forward to announcing our progress in due course.

    FINANCIALS 
    The financial results for the six months to 31 October 2016 show a loss after
    taxation of GBP126,162 (2015: GBP81,231).

    OUTLOOK 
    I am pleased at the exploration results delivered since my last report to
    shareholders and believe we are making steady progress with our exploration
    programme on our portfolio of licences in Botswana. We look forward to
    providing investors with detail on further progress over the coming weeks.

    ANNUAL GENERAL MEETING
    Karoo Energy is pleased to announce that the Annual General Meeting of the
    Company will be held at the offices of Peterhouse Corporate Finance Limited,
    3rd Floor, New Liverpool House, 15 Eldon Street, London, EC2M 7LD on Tuesday 21
    February 2017 at 11.00 a.m.
     
    Notice of the Annual General Meeting has been posted to shareholders and is
    available on the NEX Exchange Growth Market website at the following link: 
    http://www.nexexchange.com/member?securityid=1317104

    Noel Lyons
    CEO
    29 January 2017

    The Directors of Karoo Energy accept responsibility for the content of this
    announcement.
    ENQUIRIES:

    Karoo Energy PLC
    Noel Lyons
    020 3130 0674

    Corporate Adviser
    Peterhouse Corporate Finance Limited
    Guy Miller / Mark Anwyl
    020 7469 0930

     

    Consolidated Income Statement for the 6 months ended 31 October

                                                                                 Restated*
                                                                                          
                                                  Notes              2016             2015
                                                                Unaudited        Unaudited
                                                                                          
                                                                        £                £
                                                                                          
    Revenue                                                                               
                                                                                          
    Cost of sales                                                       -                -
                                                                                          
    Gross profit                                                        -                -
                                                                                          
    Administrative expenses                                     (125,749)         (83,979)
                                                                                          
    Operating loss                                              (125,749)         (83,979)
                                                                                          
    Finance costs                                                 (1,630)            (226)
                                                                                          
    Loss before taxation                                        (127,379)         (84,205)
                                                                                          
    Taxation                                        1                   -                -
                                                                                          
      Minority interests                                            1,217            2,974
                                                                                          
    Loss for the financial year attributable to                 (126,162)         (81,231)
    the Company's equity shareholders                                                     
                                                                                          
    Earnings per share from operations                                                    
                                                                                          
    Basic and diluted earnings per share (£)        2            (0.0678)         (0.0555)
                                                                                          


     

    Consolidated Statement of Comprehensive Income for the 6 months ended 31
    October

                                                                                  Restated*
                                                                                           
                                                                     2016              2015
                                                                Unaudited         Unaudited
                                                                                           
                                                                        £                 £
                                                                                           
    Loss for the financial year                                 (126,162)          (81,231)
                                                                                           
    Total comprehensive income for the financial year                                      
    attributable                                                                           
                                                                                           
    to the Company's equity shareholders                        (126,162)          (81,231)
                                                                                           

    *See note 6.



     

    Consolidated Balance Sheet as at 31 October

                                               Notes     31 October           31      30 April
                                                               2016      October          2016
                                                          Unaudited         2015       Audited
                                                                       Unaudited              
                                                                                              
    Assets                                                        £            £             £
                                                                                              
    Non-current assets                                                                        
                                                                                              
    Intangible assets                            4          477,051      324,594       362,252
                                                                                              
    Current assets                                                                            
                                                                                              
    Receivables                                              26,244       26,679        19,011
                                                                                              
    Cash and cash equivalents                               168,261       14,482       294,546
                                                                                              
                                                            194,505       41,161       313,557
                                                                                              
    Total Assets                                            671,556      365,755       675,809
                                                                                              
    Equity and liabilities                                                                    
                                                                                              
    Capital and reserves                                                                      
                                                                                              
    Share capital                                3          468,306      370,814       450,449
                                                                                              
    Share premium                                         1,758,802      525,622     1,576,659
                                                                                              
    Retained earnings                                   (1,822,896)    (719,866)   (1,696,734)
                                                                                              
    Shareholders' funds                                     404,212      176,570       330,374
                                                                                              
    Minority Interests                                        4,086        3,948         5,303
                                                                                              
                                                            408,298      180,518       335,667
                                                                                              
    Current liabilities:                                                                      
                                                                                              
    Trade and other payables                                263,258      185,236       340,132
                                                                                              
    Total equity and liabilities                            671,556      365,754       675,809



    Consolidated Statement of Changes in Equity  

    Unaudited

                                                Share     Share    Retained Minority     Total
                                                        premium                               
                                              capital              earnings interest          
                                                                                              
                                                    £         £           £        £         £
                                                                                              
    For the 6 months ended 31 October 2016                                                    
                                                                                              
    Balance at 1 May 2016                     450,449 1,576,659 (1,696,734)    5,303   335,677
                                                                                              
    Loss for the year                               -         -   (126,162)  (1,217) (127,379)
                                                                                              
    Total comprehensive income                      -         -   (126,162)  (1,217) (127,379)
                                                                                              
    Issue of shares                            17,857   196,529           -        -   214,386
                                                                                              
    Cost of share issue                             -  (14,386)           -        -  (14,386)
                                                                                              
    Balance at 31 October 2016                468,306 1,758,802 (1,822,896)    4,086   408,298
                                                                                              
    For the 6 months ended 31 October 2015                                                    
                                                                                              
    Balance at 1 May 2015                     362,264   431,572   (638,635)    6,922   162,123
                                                                                              
    Loss for the year                               -         -    (81,231)  (2,974)  (84,205)
                                                                                              
    Total comprehensive income                      -         -    (81,231)  (2,974)  (84,205)
                                                                                              
    Issue of shares                             8,550    94,050           -        -   102,600
                                                                                              
    MI on acquisition                               -         -           -        -         -
                                                                                              
    Share based payments                            -         -           -        -         -
                                                                                              
    Balance at 31 October 2015                370,814   525,622   (719,866)    3,948   180,518



    Consolidated Statement of Cash Flows for the 6 months ended 31 October

                                                                           Restated*
                                                                                    
                                                  Notes          2016           2015
                                                            Unaudited      Unaudited
                                                                                    
                                                                    £              £
                                                                                    
    Cash flow from operating activities                                             
                                                                                    
    Loss for the financial year before tax                  (127,379)       (84,206)
                                                                                    
    Finance costs                                               1,630            226
                                                                                    
                                                            (125,749)       (83,980)
                                                                                    
    Changes in working capital                                                      
                                                                                    
    (Increase) / decrease in trade and other                  (7,233)         15,574
    receivables                                                                     
                                                                                    
    (Decrease) / increase in trade and other                (134,368)         11,334
    payables                                                                        
                                                                                    
    Cash outflow from operating activities                  (267,350)       (57,072)
                                                                                    
    Cash flow from investing activities                                             
                                                                                    
    Purchase of intangible exploration assets                (58,935)       (60,198)
                                                                                    
    Net cash used in investing activities                    (58,935)       (60,198)
                                                                                    
    Cash flow from financing activities                                             
                                                                                    
    Issue of shares                                           214,386        102,600
                                                                                    
    Costs of share issue                                     (14,386)              -
                                                                                    
    Net cash from financing activities                        200,000        102,600
                                                                                    
    Net decrease in cash and cash equivalents               (126,285)       (14,670)
                                                                                    
    Cash and cash equivalents at beginning of                 294,546         29,152
    financial period                                                                
                                                                                    
    Cash and cash equivalents at end of financial             168,261         14,482
    period                                                                          

    *See note 6.



    Principal Accounting Policies

    Basis of preparation

    The interim financial statements for Karoo Energy plc have been prepared on the
    basis of the accounting policies set out in the audited financial information
    for the year ended 30 April 2016, which complied with International Financial
    Reporting Standards as adopted for use in the European Union ("IFRS"). The
    financial information for the periods ended 31 October 2016 and 31 October 2015
    is unaudited.

    IFRS is subject to amendment and interpretation by the International Accounting
    Standards Board ("IASB") and the IFRS Interpretations Committee and there is an
    on-going process of review and endorsement by the European Commission.

    The financial information has been prepared in accordance with the recognition
    and measurement requirements of IFRS that the Directors expect to be applicable
    as at 30 April 2017.

    The preparation of condensed consolidated interim financial information
    requires management to make judgements, estimates and assumptions that affect
    the application of accounting policies and the reported amounts of assets and
    liabilities, income and expense. Actual results may differ from those
    estimates.

    In preparing these interim financial statements, the significant judgements
    made by management in applying the Group's accounting policies and the key
    sources of estimation uncertainty were the same as those that applied to the
    consolidated financial statements for the year ended 30 April 2016.

    Notes to the Consolidated Interim Financial Information

    1.    Taxation

    Analysis of charge in year                                                        
                                                                                      
                                                                      2016        2015
                                                                 Unaudited   Unaudited
                                                                                      
                                                                         £           £
                                                                                      
    Current tax                                                                       
                                                                                      
    United Kingdom                                                                    
                                                                                      
    UK corporation tax on loss for the year                              -           -
                                                                                      
    Adjustments to prior year taxation                                   -           -
                                                                                      
    Deferred tax                                                                      
                                                                                      
    United Kingdom                                                                    
                                                                                      
    Origination and reversal of temporary differences                    -           -
                                                                                      
    Corporation tax charge                                               -           -
                                                                                      

       

    The differences are explained as follows:                                         
                                                                                      
                                                                      2016        2015
                                                                 Unaudited   Unaudited
                                                                                      
                                                                         £           £
                                                                                      
    Loss before tax                                              (127,379)    (84,206)
                                                                                      
    Loss on ordinary activities multiplied by standard rate of    (25,476)    (17,683)
    corporation tax in the UK of 20% and 21%                                          
                                                                                      
    Tax effects of:                                                                   
                                                                                      
    Expenses not deductible for tax purposes                                          
                                                                                      
    Unrelieved tax losses carried forward                           25,476      17,683
                                                                                      
    Adjustment to tax charge in respect of previous periods              -           -
                                                                                      
    Changes in tax rates                                                 -           -
                                                                                      
    Corporation tax charge                                               -           -

    2.    Earnings per share

    Basic earnings per share is calculated by dividing the earnings attributable to
    Ordinary Shareholders by the weighted average number of Ordinary Shares
    outstanding during the period.

    The Group does not have any potentially dilutive shares in any of the periods
    presented due to the losses reported, therefore the basic and diluted earnings
    per share are the same.

    Basic earnings per share

                                                                      2016         2015
                                                                 Unaudited    Unaudited
                                                                         £            £
                                                                                       
    Total basic loss per share                                    (0.0678)     (0.0555)
                                                                                       

    The losses and weighted average number of Ordinary Shares used in the
    calculation of basic earnings per share are as follows:

                                                                     2016         2015
                                                                Unaudited    Unaudited
                                                                        £            £
                                                                                      
    Loss used in the calculation of total basic and diluted     (126,162)     (81,232)
    earnings per share                                                                
                                                                                      

       

                                                                       2016           2015
                                                                  Unaudited      Unaudited
                                                                     Number         Number
                                                                                          
    Number of shares                                                                      
                                                                                          
    Weighted average number of Ordinary Shares for the purposes 186,158,089    146,272,243
    of basic earnings per share                                                           
                                                                                          

    3.    Share capital

                                                           2016                 2015         
                                                        Unaudited             Unaudited      
                                                                                             
    Allotted, issued, and fully paid:                       No        £          No         £
                                                                                             
    Ordinary shares of 0.0025 each                                                           
                                                                                             
    Opening balance                                180,179,829  450,449 144,905,504   362,264
                                                                                             
    Shares issued:                                                                           
                                                                                             
    10 July 2015 - shares issued at 3p each                  -        -   1,000,000  2,500.00
    resulting in premium of £27,500                                                          
                                                                                             
    30 July 2015 - shares issued at 3p each                  -        -   1,000,000  2,500.00
    resulting in premium of £27,500                                                          
                                                                                             
    30 September2015 - shares issued at 3p each              -        -   1,140,000  2,850.00
    resulting in premium of £31,350                                                          
                                                                                             
    7 October2015 - shares issued at 3p each                 -        -     280,000       700
    resulting in premium of £7,700                                                           
                                                                                             
    31 May 2016 - shares issued at 3p each           7,142,857   17,857           -         -
    resulting in premium net of issue costs of £                                             
    182,143                                                                                  
                                                                                             
                                                   187,322,686  468,306 148,325,504   370,814
                                                                                             

    As regards income and capital distributions, all categories of shares rank pari
    passu as if the same constituted one class of share.

    4.    Intangible assets

                                                                               Exploration
                                                                                    assets
                                                                                          
                                                                                         £
                                                                                          
    Cost & Net book value                                                                 
                                                                                          
    At 30 April 2016                                                               362,252
                                                                                          
    Additions                                                                      114,799
                                                                                          
    At 30 October 2016                                                             477,051
                                                                                          
    At 30 April 2015                                                               214,396
                                                                                          
    Additions                                                                      110,198
                                                                                          
    At 30 October 2015                                                             324,594
                                                                                          

    Licence 001/2012 has expired in December 2015 and the renewal application has
    been lodged with the government of Botswana, which process is anticipated to
    take several months.

    Management do not consider the asset to be impaired at 31 October 2016 as they
    expect the renewal to be successful.

    Financial commitments in relation to licences held:

    The Group is required to meet a minimum of exploration activity, with costs
    dictated under the terms of the licences. These are anticipated to be as
    follows:

                                    Forecast FYE  Forecast FYE   Forecast FYE   Forecast FYE
                                            2017          2018           2019           2020
                                                                                            
    Exploration expenses                £223,456    £1,178,790     £2,186,263       £956,929

    5.    Events after the balance sheet date

    The following shares have been issued by the Company since the balance sheet
    date:

    Date                   Number of shares     Price per share        Funds raised
                                                                                   
    10 November 2016                378,622                  3p              11,358
                                                                                   

    6.    Restatement of prior year comparatives

      * As disclosed in the consolidated financial statements for the year ended 30
        April 2016, the Group adopted IFRS for the first time:
          + The transition resulted in the designation of the equity investments as
            "held for trading", resulting in the gains and losses on the
            investments being recognised in profit or loss for the year where
            previously under UK GAAP these gains and losses were recognised in a
            revaluation reserve.
          + For the comparative period ended 31 October 2015, this resulted in an
            adjustment to recognise finance costs of £226
      * The cash flow statement for the period ended 31 October 2015 has been
        restated to reflect that £37,499 of intangible additions were creditors at
        the reporting date, reducing the purchase of intangible exploration assets
        amount reported in the cash flow statement by that amount.