Resignation of director

The Company announces the resignation today of Martin Jarvis as Chief Operating Officer and a Director of the Company.

In line with his contractual entitlement, Martin has been granted an option to acquire 2,500,000 ordinary shares in the Company. Subject to a performance based criteria, the option is exercisable within three years from today at an exercise price of two pence per share, which is based on the market price on the 24th June 2011.

Nicholas Myerson, a current executive director of the Company, has been appointed with immediate effect as the new Chief Operating Officer.

Steven Rudofsky, Executive Chairman, said “I would like to thank Martin for all his hard work and his contribution to the Company and wish him well in the future”.

The Company is pleased to announce the appointment of Grant Thornton UK LLP as auditors to the Company and Group on 15 December 2011. There are no circumstances associated with the resignation of the previous auditors, Ernst & Young LLP, which need to be brought to the attention of the members.

The Company also announces the change of its accounting reference date from 31 December to 30 June. With the focus of the business now in procuring Jatropha grain and expelling crude Jatropha oil in India, the 30 June date falls in between the natural Jatropha harvests in India and the Board believes this date will allow the Company to more accurately report the Jatropha grain collection it has achieved, the oil production from the grain, and the sales of crude Jatropha oil.

The Directors intend that the interim results for the six months ending 31 December 2011 will be released by 31 March 2012, and the audited figures for the eighteen months ending 30 June 2012 are intended to be released by 31 October 2012.

The Company is also pleased to announce Ian Wilson as CFO. Ian is a Fellow of the Association of Chartered Certified Accountants and was involved in the November fund raising for the Company.

Result of General Meeting

D1 Oils plc (“D1″ or the “Company”) announces that all of the resolutions put to shareholders at the Company’s General Meeting held earlier today were duly passed.

The General Meeting was called pursuant to the notice of general meeting issued to shareholders on 12 October 2011 detailing the Company’s proposal to raise approximately £1.29 million by way of a placing of new shares and to make various changes to its share option plan.

Admission of the new shares to trading on AIM is expected to occur at 8.00 a.m. on 2 November 2011.

For further information please contact:-

D1 Oils plc +44 (0) 20 7936 9104

Steven Rudofsky

Executive Chairman

WH Ireland + 44 (0) 20 7220 1650

Chris Fielding

Proposed placing and changes to the Company’s share option plan

Introduction

The Board of D1 announces today that it intends to raise up to £1.29 million by way of a share placing by WH Ireland Limited. The Board has concluded its review of D1’s operations, announced on 28 June 2011, and has refined the Group’s business plan accordingly. It is carrying out the placing to provide the Group with sufficient working capital to enable it to prepare for and finance its targeted production volumes of crude Jatropha oil (“CJO”) in India in the forthcoming 2011/2012 Jatropha harvest season.

The Board also announces today proposed changes to the Company’s share option plan (including an increase in the number of shares over which options can be granted).

Background to the placing

The Board is pleased to report that the Group continues to experience continuing upward price pressure for CJO, with prices currently exceeding US$1,000 per tonne, ex works. The significant majority of the Jatropha grain collected by the Group is from regions in India adjacent to the Bay of Bengal, where D1’s profile has enabled it to secure supplies of grain and CJO from third party suppliers, in addition to its relationship farmers.

Accordingly, the Board has determined to focus the Group’s operations in India, where there is strong demand for bio-fuel, and to commit an increasing proportion of its working capital to that country. This will enable the Group to consolidate grain storage and processing. In addition, the Group will look to obtain commodity trade finance for the 2012/2013 harvest season, which will be facilitated by centralised storage and processing.

To enable it to focus its resources on India, the Group will look to minimise the Group’s expenditure in the UK, Zambia, Malawi and Indonesia. The Board also intends to suspend, until further notice, the Group’s animal feed development programme, together with the related cattle trials.

The Board expects that these actions will enable it to further reduce the Group’s overheads from a run rate of approximately £3.0 million per annum currently to approximately £2.2 million for the year ending 31 December 2012. The Board estimates that these savings will involve a one off exceptional cost of approximately £410,000.

India has in recent months experienced good rainfall. As a result the Directors anticipate improved yields from its maturing Jatropha crops this harvest season. The Board is now targeting production of 2,000 tonnes of CJO, at a cost of approximately $690 per tonne, over the next Indian harvest season to May 2012. It is targeting to sell this production at an average price of $1,000 per tonne, ex works. The Board anticipates, based on the assumptions underlying its business plan, that the Group’s operations in India will achieve breakeven in 2013, although the Group itself is not expected to break even before 2014.

Finally, the Board anticipates that the Group will shortly contract to supply 275 tonnes of CJO at an equivalent price of US$1,200 per tonne, ex works, to a major Indian corporation for product trials. The Directors believe that this contract, upon fulfilment, would represent the largest fulfilled CJO supply contract to date. On the basis that the trials are successfully concluded, they would anticipate further supply contracts of greater size in due course with the same purchaser.

The Group’s net cash balance at 30 September 2011 amounted to approximately £1.75 million.

Use of proceeds

In line with the position stated in November 2010, that D1 required re-financing in 2011, the Board is proposing the placing to finance the Group’s operations until the end of the second quarter of 2012. By then, the Group will have processed and sold CJO from the forthcoming harvest season, and the Directors will have reduced the Group’s overhead base as described above and anticipate that they will have ascertained whether commodity trade finance is likely to be available to the Group.

The Directors expect that the continuing implementation of the Group’s business plan will then require additional capital in mid 2012. The Directors believe that the Group will by then have made sufficient progress to attract new capital; however it is possible that further capital may not be available to the Group.

The Directors intend that the net proceeds of the placing will be used for working capital purposes, primarily to enable D1 to finance its targeted volume of CJO production in the forthcoming Jatropha harvest season in India.

In the event that the placing is not approved by shareholders, D1 would not have sufficient working capital to implement the business plan in the forthcoming 2011/2012 harvest season and the Directors would need to consider whether or not it is appropriate for the Group to continue to trade.

The placing

The Company proposes to raise up to £1.29 million through the issue of up to 51,640,000 new ordinary shares at 2.5 pence per share. The maximum number of placing shares would represent approximately 28.96 per cent. of the Company’s issued share capital immediately following Admission.

WH Ireland has entered into a placing agreement with the Company whereby it has agreed to use its reasonable endeavours, as agent for the Company, to procure placees for the placing shares. The placing is not being underwritten.

The placing agreement is conditional upon shareholder approval, Principle Capital Investments Limited (“Principle Capital”) and one further investor subscribing in aggregate not fewer than 51,640,000 placing shares at the placing price, and admission of the placing shares becoming effective on or before 8.00 a.m. on 2 November 2011 (or such later time or date as the Company and WH Ireland may agree, being not later than 30 November 2011). Admission is subject to shareholder approval and to the placing agreement becoming unconditional in all respects (save only for admission) and not being terminated in accordance with its terms.

The placing shares will, when issued, rank pari passu in all respects with the existing shares including the right to receive dividends and other distributions declared following the placing.

Related party transactions

Principle Capital, which is interested in 27.54 per cent. of D1’s existing issued share capital, has agreed to subscribe for 10,440,000 placing shares at the placing price. On the basis that the placing is fully subscribed, upon admission Principle Capital will be interested in 25.42 per cent. of the enlarged issued share capital of the Company.

Under the AIM Rules, Principle Capital is treated as a related party of the Company. The Directors consider, having consulted with WH Ireland, the Company’s nominated adviser, that the terms of the subscription by Principle Capital are fair and reasonable insofar as Shareholders are concerned.

 Employee incentivisation

The Company has granted options which remain exercisable over 10,042,026 shares, representing approximately 7.93 per cent. of the Company’s existing issued share capital. Of these shares currently under option, 4,192,026 have exercise prices of at least 21 pence per share. Accordingly, unexercised options with a price of less than 21 pence per share represent only 4.62 per cent. of the Company’s issued share capital.

Given the need to incentivise senior management (including the new Directors) and the overriding requirement to conserve cash for the operation of the business, the Board (after consultation with certain major shareholders) considers that it would be appropriate to increase the pool of options available for grant by the Remuneration Committee by 10 per cent. of the issued share capital of the Company as enlarged by the placing.   Any options to be granted pursuant to such authority will be issued under the Company’s current share option scheme but the exercise price will be not less than the market price of the shares prevailing at the time of grant, will be subject to performance criteria relating to an increase in the Company’s share price over and above the placing price and will vest (subject to the Board’s discretion to allow options to vest if an employee leaves the Group’s employment) over a period of at least three years.

The Board considers that share options should reward employees for their contribution to the success of the Group. The Board also considers that this principle should be applied when considering whether to exercise its discretion to allow employees to exercise share options after they have left the employment of the Group. This discretion allows these individuals to have the opportunity to share in any future success of the Group which does not manifest itself until after they have left the Group’s employment. However, the Board considers that after a reasonable period of time there is no sustainable rationale for share options to continue to be exercisable by former employees of the Group. Accordingly, the Board is seeking authority from shareholders to amend the Share Option Plan so that the discretion to allow the exercise by former employees of the Group who hold share options will be limited to a finite period which shall end three years from the date on which they ceased to be an employee of the Group.

Both of these changes require shareholder approval.

Circular to shareholders

A circular convening the general meeting to approve the placing and changes to the Company’s share option plan is being sent to shareholders and a copy will be placed on the Company’s website shortly.

 Steven Rudofsky, Chairman of D1, commented:

“As I mentioned in our interim results two weeks ago, the new Board of D1 is enthusiastic and optimistic about the outlook for the Company.

“The support from our shareholders for this placing will provide D1 with working capital for the forthcoming Indian harvest season and enable us to demonstrate the potential of our business.”

For further information please contact:-

D1 Oils plc +44 (0) 20 7936 9104

Steven Rudofsky

Executive Chairman

WH Ireland + 44 (0) 20 7220 1650

Chris Fielding

D1 announces that it has changed its Registered Office, with effect from 7 September 2011, to:-

16 Great Queen Street
London  WC2B 5DG

D1 is pleased to announce that at its Annual General Meeting, held at 12.30 pm on 1 September 2011, all resolutions were duly passed by shareholders.

Each of the resolutions was passed by the required majority. The table below sets out the proxy votes cast in respect of each resolution.

In addition, it was announced at the Annual General Meeting that Ernst & Young LLP has notified the Company that it intends to resign as D1’s auditors within two months. Ernst & Young LLP has confirmed that it is not currently aware of any circumstances connected with its resignation which it considers ought to be brought to the attention of members or creditors of D1 and that it expects to deposit with the Company a statement of no circumstances in accordance with Section 519(2) of the Companies Act 2006.

The Company will announce the appointment of new auditors in due course.

Graham Woolfman has wide-ranging business experience including board level positions in a number of quoted and privately held companies. He is 54, and a Fellow of the Institute of Chartered Accountants in England and Wales.

The Board also announces that Barclay Forrest, Non-Executive Chairman, is stepping down from the Board with immediate effect.

Steven Rudofsky, Executive Chairman of the Company, commented: “We are delighted to welcome Graham to the Board. He brings with him a huge range of experience, which should prove invaluable as we continue to develop the future of the business. The Board acknowledges the significant role Barclay has played in the business over the last seven years, and thanks him for his contribution”.

Graham Woolfman is currently a Director of Sawford Benedict plc, Woolfmans Limited and Hardbin Limited and a Partner in Tempus Advisory and Management LLP, and Aurora Renewables Management LLP, and a Member of Magnum Capital Ventures LLP

Within the past five years he has been a Director of LTG Development Capital Limited, Vertal Limited, Acrostic Limited, Gateway VCT plc, Cleversave Ltd, Cavendish AIM Fund VCT Limited and he has been a Member of IAF Corporate Finance LLP.

Graham Woolfman was a Director of Bio Convertors plc which went into Administration in 2005.

There are no further disclosures to be made pursuant to Rule 17 and Schedule 2 – paragraph (g) of the AIM Rules for companies in relation to Graham Woolfman.

For further information please contact:-

D1 Oils plc +44 (0) 20 7936 9104
Steven Rudofsky

Executive Chairman

WH Ireland + 44 (0) 20 7220 0470
Chris Fielding

The Board has now concluded extensive discussions with the Company’s largest shareholders and also with the New Directors regarding these proposals, and its own business and financing plan, with a view to agreeing a mutually satisfactory way forward for the Company.

The Board is pleased to report that agreement has been achieved on a strategy that it, including the New Directors, believes should provide funding to take the Company and its Jatropha-based activities forward, whilst enlarging and strengthening the management team.

The Board and the New Directors (together the “Enlarged Board”), having communicated the proposed strategy to all the largest shareholders, understand that holders of a majority of the Company’s share capital support the agreed strategy and a targeted fundraising. Indeed the Enlarged Board believes, having consulted with a number of potential investors, that the targeted fundraising can be achieved on acceptable terms.

In summary, the Enlarged Board has agreed on the following:

· a fundraising of approximately £1.5m to £2.5m (the “Fundraising”) should enable D1 to pursue a Jatropha-based business plan and will be pursued by the Company in the near-term;

· Steven Rudofsky and Nicholas Myerson were nominated and appointed to the Board as executive directors on 24 June 2011;

· The Board will commence immediately a search for an independent non-executive director (“Independent NED”), to be appointed as soon as practically possible;

· Barclay Forrest will remain Chairman of the Board, until the earlier of the Fundraising being completed or the Independent NED being appointed to the Board;

· Thereafter, Barclay Forrest will leave the Board and the Company and Steven Rudofsky will assume the Executive Chairman position; and

· Martin Jarvis will remain on the Board as COO reporting to Steven Rudofsky from 1 July 2011.

The Board intends to announce results for the year ended 31 December 2010 on 28 June 2011 and issue the 2010 annual report and accounts to shareholders by 30 June 2011.

Biographies

Steven Rudofsky

Steven Zachariah Rudofsky, aged 49, began his career working for Marc Rich & Co. AG and Glencore AG where he traded both soft commodities and Ferro Alloys in Rotterdam and Zug. Thereafter he held senior management positions in London at Aletri Limited (Motor Oil Hellas), TransCanada Pipeline Ltd, Credit Agricole CIB and Crown Resources (Alfa Group of Russia). Since 2003, Steven has been focused on property development in Poland through Huntington Polska whilst also consulting on various commodity projects in Europe, North America, Middle East and Asia. Steven holds a BA cum laude in History and International Relations from Clark University and a JD from Emory University. He has been a member of the New York Bar since 1988.

Over the past five years, Steven Rudofsky has been, but is no longer, a director of C&P Logistics Iraq Limited, Parkheath Polska sp. z.o.o. (Poland) and Lopo sp. z.o.o. (Poland). Steven is currently a director of Saint George International Polska sp. z.o.o. (Poland), Huntington Polska sp. z.o.o. (Poland), Effectco Limited (Cyprus), Definitive Limited (Cyprus), Talex Polska sp. z.o.o. (Poland) and Adelstein Limited (Cyprus).

There are no further disclosures to be made pursuant to Rule 17 and Schedule 2 – paragraph (g) of the AIM Rules for companies in relation to Steven Rudofsky.

Nicholas Myerson

Nicholas Paul Myerson, aged 26, began his career as part of the corporate finance team at Dubai World, focusing on real estate and infrastructure investments in the Chinese, Indian, and Polish markets. Nicholas was until recently head analyst for Salamanca Capital, a London based private equity group, where he was responsible for the firm’s infrastructure, commodity and mining investment portfolios. Nicholas holds a MA in Law from Cambridge University. Nicholas is the son of former D1 Oils plc Chairman, Brian Myerson, who is Executive Chairman of Principle Capital Group whose managed funds hold 27.5% of D1′s ordinary shares. However, Nicholas is not a representative of the Principle Capital Group or its managed funds.

There are no further disclosures to be made pursuant to Rule 17 and Schedule 2 – paragraph (g) of the AIM Rules for companies in relation to Nicholas Myerson.

For further information please contact:

D1 Oils Plc +44 (0) 20 7936 9104
Martin Jarvis
Chief Executive Officer

WH Ireland + 44 (0) 20 7220 0470
Chris Fielding