Acquisition

Lansdowne Oil & Gas plc
29 November 2007


                                                              29 November 2007

                            Lansdowne Oil & Gas plc

                         ('Lansdowne' or the 'Company')

               Proposed acquisition of Milesian Oil & Gas Limited

Highlights

* Proposed acquisition of Milesian for initial consideration of 8,921,118
shares in Lansdowne, representing 30 per cent. of the Enlarged Issued Share
Capital.


* Milesian's principal assets are Licensing Options 05/2 and 05/1 in the
Celtic Sea, offshore Ireland. Two large structures, Amergin and Eremon, have
been identified and mapped by Milesian and are considered prospective for oil in
Jurassic reservoir targets.


* Combining Milesian's and Lansdowne's respective Celtic Sea assets will
broaden the portfolio, create greater critical mass furthering the objective of
building a cost effective multi-well exploration programme.


* Loan facility of £1 million to be made available on completion of the
Acquisition.


* Ramco Energy's shareholding in Lansdowne will be diluted down to below
50 per cent., currently 61 per cent.


* Emmet Brown, Richard Pollock and Thomas Anderson, all current directors
of Milesian, will be appointed to the Lansdowne Board upon completion of the
Acquisition.


* The proposed Acquisition is conditional on Lansdowne shareholders
approval at a General Meeting to be held on 17 December 2007 - Lansdowne's
largest shareholder, Ramco Hibernia Limited (61 per cent.), has undertaken to
vote in favour of the proposed acquisition.

Steve Boldy, CEO of Lansdowne, commented:

' We know Milesian and its assets well and they are an excellent fit with the
Lansdowne assets and our strategy. This acquisition will create an enhanced
entity which will better enable us to move forward our combined portfolio of
prospects. I look forward to working with Emmet Brown in developing our exciting
enlarged acreage to its full potential and delivering value to our
shareholders.'

Introduction

The Company announces the proposed acquisition of Milesian for an initial
consideration to be satisfied by the issue of 8,921,118 new Ordinary Shares,
representing 30.0 per cent. of the Enlarged Issued Share Capital. Further
deferred consideration of up to 8,110,099 new Ordinary Shares may be payable
dependent upon the results of a 2D seismic programme over Milesian's Celtic Sea
acreage. The Acquisition is conditional upon, inter alia, Admission of the new
Ordinary Shares to the AIM Market and the passing of all the resolutions at a
General Meeting of the Company convened for 17 December 2007.

Information on Milesian

Milesian's principal assets are Licensing Options 05/2 and 05/1 in the Celtic
Sea (the 'Licensing Options'). These were awarded in 2005 by the Department of
Communications Marine and Natural Resources in Ireland and Milesian has carried
out regional geological studies and detailed mapping of existing seismic data,
resulting in the identification of a number of prospects and leads.

Both of the Licensing Options have been extended until the end of 2007. Under
the terms of the Licensing Options, the holder has the first right, exercisable
at any time during the period of the option, to an Exploration Licence over all
or part of the area covered by the option. Milesian intends to apply for one or
more 'Standard Exploration Licences' prior to the year-end.

The acreage covered by the Licensing Options is contiguous with some of
Lansdowne's Celtic Sea acreage. Within Licensing Option 05/2, Milesian has
identified and mapped two large structures, Amergin and Eremon, which are
considered prospective for oil in Jurassic reservoir targets.

Amergin prospect

The Amergin prospect lies in water depth of c. 350ft, some 40km south of the
Irish coast and approximately 60 km west of the Kinsale Head gas field.


The Amergin prospect is a tilted fault block mapped on 2D seismic data. Trial
reprocessing of key existing 1986 seismic data has demonstrated the scope for
some improvement in data quality and the planned forward programme is to acquire
additional new 2D seismic data to improve structural definition of the Amergin
and Eremon structures. A 2D seismic programme of c. 485km was planned for 2007,
but boat availability issues in the fair weather acquisition season resulted in
this being postponed. The planned start date is now in the spring of 2008.

The primary reservoir objective is the basal Upper Jurassic sandstone sequence
proven productive in well 49/9-2 (Helvick discovery), where this sequence flowed
on test at a rate of 6,467 bopd of excellent quality 44-degree API oil.

Milesian has estimated P50 potentially recoverable prospective resources of 90
MMBbls for the basal Upper Jurassic reservoir.

Eremon lead

The Eremon lead lies in water depth of c.350ft, some 40km south of the Irish
Coast and approximately 70km west of the Kinsale Head gas field.

Secondary reservoir targets exist in deeper Jurassic horizons and in shallower
Cretaceous Wealden sands.

The Eremon structure is a NE-SW trending horst block feature with probable dip
closure demonstrated to the NE and SW. Milesian considers Eremon to be the only
identified closed horst feature at Jurassic level, along the northern margin of
the North Celtic Sea Basin. Eremon is classified as an exploration lead and one
of the objectives of the additional seismic data programme planned for 2008 is
to confirm closure and upgrade this structure to prospect status.

Financial information on Milesian

Milesian made a loss of €167,042 for the seven month period ended 31 October
2007 and a loss of €798,849 for the year ended 31 March 2007 (year ended 31
March 2006: €25,485 loss). The loss in the year ended 31 March 2007 consisted
mainly of a pre-production expenditure write-off, against a project outside of
Ireland, of €692,030.

As at 31 October 2007, Milesian's net assets were €500,579 and as at 31 March
2007, its net liabilities were €39,155 (year ended 31 March 2006: net assets of
€759,695).

Proposed Directors

It is proposed that Emmet Brown, Richard Pollock and Thomas Anderson will join
the Board on completion of the Acquisition. Emmet Brown is currently Managing
Director of Milesian and will join the Board as Director of Business
Development. Thomas Anderson and Richard Pollock, currently Non-Executive
Directors of Milesian, will join the Board as Non-Executive Directors. Further
details are set out below under the heading 'Additional information'.

Background to and reasons for the Acquisition

Both Lansdowne and Milesian are upstream oil and gas companies holding acreage
in the Celtic Sea, offshore southern Ireland.

However, whilst Lansdowne has focused upon targets in the Lower Cretaceous
Greensand and Wealden reservoirs, the horizons that produce in the Kinsale,
Ballycotton and Seven Heads Gas Fields in the Celtic Sea, Milesian has focused
upon Jurassic targets, similar to those that tested oil in the Helvick 49/9-2
discovery.

The Directors and Proposed Directors believe that combining their respective
Celtic Sea assets enhances the spread of the combined entity's prospects, with
Milesian's substantial Jurassic oil prospects complementing Lansdowne's
Cretaceous, predominantly gas, prospects. The Directors and Proposed Directors
further believe that the combined portfolio of assets will have greater critical
mass and should improve the chances of the combined entity concluding successful
farm-outs and building a cost-effective multi-well exploration programme in the
Celtic Sea.

Terms of the Acquisition

Lansdowne has conditionally agreed to acquire Milesian from the Vendors for a
maximum consideration of up to approximately £8.17 million (based on the
Company's closing mid-market share price on 28 November 2007), comprising:

(a) an initial consideration of approximately £4.28 million, to be satisfied by
the issue of 8,921,118 Initial Consideration Shares; and

(b) deferred consideration of up to approximately £3.89 million, conditional
upon the issue of the successor authorisation, option or licence in respect of
Licensing Option 05/2, to be satisfied by the issue of a maximum of 8,110,099
Deferred Consideration Shares. The number of Deferred Consideration Shares to be
issued to the Vendors will be:

(i) 2,333,419 Deferred Consideration Shares in the event of the provision by an
independent technical consultant of an updated Independent Technical Report (the
'Updated Report') addressed to Lansdowne relating to Milesian's assets reporting
there to be at least 63 MMBOE best case potentially recoverable prospective
resources from the area covered by Licensing Option 05/2; and

(ii)  a further 62,790 Deferred Consideration Shares for every additional 
1 MMBOE best case potentially recoverable prospective resources from
Milesian's assets (over the 63 MMBOE referred to above) reported in the Updated
Report, up to a maximum of 5,776,680 Deferred Consideration Shares.

In order for the maximum number of Deferred Consideration Shares to be issued
the best case potentially recoverable prospective resources from the Updated
Report must exceed 155 MMBOE.

The Acquisition is conditional upon, inter alia; (i) each of the Resolutions
(including a resolution to waive any obligation upon certain Vendors to comply
with the requirements of Rule 9 of the Code being passed on a poll by the
Independent Shareholders) at the General Meeting and (ii) Admission. Application
will be made for the Consideration Shares to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings in the
Consideration Shares will commence on AIM on 18 December 2007.

Loans Facility and Grant of Warrants

Loan Facility

The Company also announces that it has entered into a loan agreement with each
of Kevin Anderson and LC (Mr Anderson and LC being the 'Lenders') on the same
terms, pursuant to which each Lender has agreed to provide the Company with a
loan facility of up to £500,000 (total facility of up to £1 million), the
drawdown of which is conditional upon completion of the Acquisition and the
Company giving the Lenders certain representations and undertakings at the time
of drawdown. The Company is permitted only to request drawdown of any loan
monies pursuant to the said loan agreements when its cash reserves on short-term
deposit reduce to below £100,000. Drawdown must be in not more than 4 separate
instalments of at least £125,000 each with the last drawdown request requiring
to be made on or before 30 September 2008. Interest shall accrue at the rate of
LIBOR plus one per cent. per annum and shall be paid at the same time as
repayment of any outstanding loan monies. Repayment in full and in cash together
with all accrued interest shall be effected on the date 364 days after the date
of first drawdown (or such other date as the Company and the Lenders may agree).
The loan becomes repayable immediately on the occurrence of certain specified
events. Drawdowns pursuant to the loan agreements are required to be in equal
amounts from each Lender.

Warrants

The Company has also executed warrant instruments, pursuant to which the Company
has granted warrants to subscribe for up to 1,750,000 new Ordinary Shares to
each of the Lenders at an exercise price of 50 pence per share, conditional upon
completion of the Acquisition (the 'Warrants'). The Warrants are exercisable in
whole or in part on or prior to 31 May 2009. The number of warrants is subject
to appropriate adjustment in the event of the Company's ordinary share capital
being sub-divided, consolidated or otherwise reorganised. The Company shall
apply for all new Ordinary Shares issued upon the exercise of the Warrants to be
admitted to trading on AIM or such other recognised investment exchange on which
the Company's ordinary share capital is traded at that time.

Key Shareholdings

On Admission, the following persons will be interested in three per cent. or
more of the Enlarged Issued Share Capital:

                       At present                       At Admission
Shareholder   Ordinary       Percentage of      Ordinary       Percentage of
             Shares held     issued share      Shares held     issued share
                                capital                           capital
Ramco
Hibernia     12,728,308               61.15    12,728,308               42.80
Limited*
LC Capital
Master
Fund,         5,225,000               25.10     5,225,000               17.57
Ltd*
Thomas                -                   -     3,443,390               11.58
Anderson
Emmet Brown           -                   -     2,951,102                9.92
Kevin                 -                   -     1,212,781                4.08
Anderson
Citigroup
Global
Market
UK Equity       989,296                4.75       989,296                3.33
Limited

*LC Capital Master Fund, Ltd holds an option to acquire all or some only of the
12,728,308 Ordinary Shares currently held by Ramco Hibernia Limited

Current Trading

The Company continues to employ one full time paid executive director (Stephen
Boldy) and to receive administrative and technical support from Ramco under a
service agreement. These costs and professional fees which are incurred in
connection with the Company's quoted status, form the Company's ongoing
administrative expenses and are in line with budget.

The Company was awarded two standard exploration licences by the Department of
Communications Marine and Natural Resources in Ireland in August 2007 and is
currently evaluating the options available for raising the requisite funding to
support the work programmes associated with the licences. The Directors believe
that these options will be enhanced by the completion of the Acquisition.

RHL Shareholding

On 26 June 2007, LC purchased 5,225,000 Ordinary Shares, representing 25.1 per
cent. of the

current issued share capital of Lansdowne, from RHL and entered into an option
agreement to acquire RHL's remaining interest in Lansdowne of 12,728,308
Ordinary Shares, representing 61.1 per cent. of the current issued share capital
of Lansdowne. Accordingly, under the Code, LC would normally have incurred an
obligation under Rule 9 of the Code to make a general offer to all the remaining
shareholders of Lansdowne to acquire their shares. However, as RHL stated to the
Panel that it would not accept such an offer in the event that an offer were to
be made, the Panel waived the requirement on LC to make such an offer until such
time as RHL holds less than 50 per cent. of the issued share capital of
Lansdowne and an offer would be capable of acceptance.

On Admission, RHL will hold approximately 42.8 per cent. of the then issued
share capital of Lansdowne and accordingly LC would be obliged to make a general
offer to all the remaining shareholders of Lansdowne to acquire their shares.
However, RHL has re-affirmed and certain Vendors who will, in aggregate, hold
approximately 25.6 per cent. of the Enlarged Issued Share Capital on completion
of the Acquisition, have confirmed that none of them would accept such an offer.
As a result, the Panel has, conditional on Admission, waived the requirement on
LC to make an offer until such time as RHL and those Vendors hold, in aggregate,
less than 50 per cent. of the issued share capital of Lansdowne and an offer
would be capable of acceptance.

Copies of the Shareholder Circular

Copies of the circular, which will be sent to Shareholders later today, will be
available from John East & Partners Limited, 10 Finsbury Square London EC2A 1AD
and from the Company's website www.lansdowneoilandgas.com.

Enquiries:
Lansdowne Oil & Gas plc
Steve Boldy, Chief Executive                          01224 748480

John East & Partners Limited
David Worlidge /Bidhi Bhoma                           020 7628 2200

Additional Information

Details of the Proposed Directors are as follows:

Emmet Kevin Brown, (proposed Director of Business Development), aged 57, is
managing director and founder of Milesian. Mr Brown is a petroleum geologist
with 30 years' experience, having worked in many facets of exploration &
production worldwide. Mr Brown was employed initially by multinational companies
in positions of increasing responsibility and later as CEO and Managing Director
of two junior quoted E&P oil and gas companies. Mr Brown re-established Milesian
in 2003 to explore the Irish offshore. He began his career with US-based
Marathon Oil in Ireland. Experienced in technical and commercial due diligence
evaluations, throughout his career he has advised banks, investment houses,
private clients and oil and gas companies on matters of corporate and business
development, asset management, mergers, acquisitions and divestments and oil and
gas joint-ventures.

It is proposed that Mr. Brown shall enter into a service agreement with the
Company on completion of the Acquisition pursuant to which he shall be employed
as Director of Business

Development of the Company, such appointment being terminable by the Company on
giving 12 months' written notice or by Mr. Brown on giving six months' written
notice. It is proposed that Mr Brown shall be entitled to a salary (subject to
annual review) of €220,000 per annum and other benefits commensurate with his
position including annual pension contributions equal to 15 per cent. of annual
salary, accident and illness insurance, permanent health insurance and life
assurance. Mr. Brown shall also be entitled to bonus payments on the entering
into of binding agreements with third parties in respect of any farm-out
arrangements relating to the Group's assets, with Mr. Brown being required to
utilise any such bonus payments to subscribe for Ordinary Shares. In addition,
Mr. Brown shall be entitled to an annual bonus equal to 2 per cent. of the
consolidated audited after tax profits of the Company and its subsidiaries from
time to time, subject to a cap equal to his annual salary during the relevant
financial year. Unless the Company consents otherwise, Mr. Brown shall be
restricted from being engaged in any capacity in any activity relating to oil
and/or gas exploration and/or production in Ireland for a period of one year
following termination of his appointment.

Richard Pollock, (proposed Non-Executive Director), aged 59, is a petroleum
geologist who completed a thirty year career with Marathon Oil in 2003 during
which he worked extensively overseas in various roles as international
exploration manager, general manager for Marathon in Gabon and general manager
of CLAM Petroleum B.V. Throughout his career he developed business relations
with both state and local government and other oil and oil supporting companies.
He was appointed a non-executive director of Milesian in April 2005.

It is proposed that Mr. Pollock shall enter into a letter of appointment
pursuant to which the Board proposes to appoint him as a non-executive director
of the Company with effect from completion of the Acquisition. It is proposed
that the Company shall pay Mr. Pollock an annual director's fee of £15,000. The
appointment shall automatically expire on the third anniversary of the date of
appointment unless otherwise agreed with the Company, with each party having the
right to terminate the appointment on the serving of three months' notice.

Thomas Anderson, (proposed Non-Executive Director), aged 62, has over twenty
five years' direct executive experience involved in running a private group in
the leisure, entertainment, advertising, forestry and property development
business in Ireland.  Mr Anderson has focused on risk management, corporate
finance and portfolio diversification. After graduating in Commerce and
Economics, he subsequently completed a Master of Business Administration Degree
at University College Dublin.  Mr Anderson is currently non-executive chairman
of Circle Oil Plc. He was appointed as non-executive chairman of Milesian in
July 2005.

It is proposed that Mr. Anderson shall enter into a letter of appointment
pursuant to which the Board proposes to appoint him as a non-executive director
of the Company with effect from completion of the Acquisition. It is proposed
that the Company shall pay Mr. Anderson an annual director's fee of £15,000. The
appointment shall automatically expire on the third anniversary of the date of
appointment unless otherwise agreed with the Company, with each party having the
right to terminate the appointment on the serving of three months' notice.

Definitions
'Acquisition'   the proposed acquisition of the entire issued share capital of
                Milesian pursuant to the Acquisition Agreement
'Acquisition    the conditional agreement dated 29 November 2007 between the
Agreement'      Company and the Majority Vendors relating to the acquisition of
                the entire issued share capital of Milesian
'Admission'     the admission of the Consideration Shares to trading on AIM and
                such admission become effective in accordance with the AIM Rules
'AIM'           the AIM Market of the London Stock Exchange
'AIM Rules'     the rules applicable to companies whose shares are traded on
                AIM, published by the London Stock Exchange entitled 'AIM Rules
                for Companies'
'Code'          the City Code on Takeovers and Mergers
'Consideration  the 8,921,118 new Ordinary Shares to be issued to the Vendors as
Shares'         initial consideration pursuant to the Acquisition Agreement
'Deferred       up to 8,110,099 new Ordinary Shares that may be issued to the
Consideration   Vendors as deferred consideration pursuant to the Acquisition
Shares'         Agreement
'Directors' or  the directors of the Company
'Board'
'Enlarged       the 29,737,071 Ordinary Shares in issue at Admission
Issued Share
Capital'
'Existing       the 20,815,953 Ordinary Shares in issue at the date of this
Ordinary        announcement
Shares'
'General        the general meeting of the Company convened for 12 noon on 17
Meeting'        December 2007
'Independent    the Shareholders other than LC and Steven Lampe
Shareholders'
'LC'            LC Capital Master Fund, Ltd, whose investment
                manager is Lampe, Conway & Co LLC, of which
                Steven Lampe is a managing member
'Milesian'      Milesian Oil & Gas Limited
'Ordinary      ordinary shares of 5p each in the capital of the Company
Shares'
'Panel'        the Panel on Takeovers and Mergers
'Proposed      Emmet Brown, Richard Pollock and Thomas Anderson
Directors'
'Ramco'        Ramco Energy plc and, where the context implies, its subsidiaries
'RHL'          Ramco Hibernia Limited, a wholly-owned subsidiary of
               Ramco
'Resolutions'  the resolutions set out in the notice of the General Meeting
'Shareholders' holders of Existing Ordinary Shares
'Vendors'      Emmet Brown, Richard Pollock, Leo Mohan, Kevin Anderson, Thomas
               Anderson, Karen Hehir, Davycrest Nominees and certain other
               persons, being the legal holders of the entire issued share
               capital of Milesian

Glossary
'bopd'               barrels of oil per day
'Cretaceous'         the period of geological time from 142 million years
                     ago to 65 million years ago
'Greensand'          a sandstone development of Cretaceous age
                     characterised by the presence of the mineral glauconite,
                     giving the green colouration and indicating marine
                     depositional conditions
'Jurassic'           the period of geological time from 205 million years
                     ago to 142 million years ago
'Lower Cretaceous'   the rocks deposited in the Early Cretaceous, the period
                     of geological time from 142 million to 100 million
                     years ago
'MMBbls'             million barrels
'MMBOE'              million barrels of oil equivalent
'Upper Jurassic'     the rocks deposited in the late Jurassic, the period of
                     geological time from 159 to 142 million years ago
'Wealden'            a sequence of estuarine and freshwater deposits of Early
                     Cretaceous age




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