Offer For Dominion Petroleum (1106Q)

TIDMOPHR TIDMDPL

RNS Number : 1106Q

Ophir Energy PLC

13 October 2011

Ophir Energy plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 
 For immediate release   13 October 2011

RECOMMENDED OFFER

for

Dominion Petroleum Limited ("Dominion")

Ophir Energy plc ("Ophir")

The Boards of Ophir and Dominion are pleased to announce that they have reached agreement on the terms of a recommended offer (the "Offer") to be made by Ophir to acquire the entire issued and to be issued share capital of Dominion.

Highlights

-- Recommended offer of 0.0244 New Ophir Shares for each Dominion Share.

-- The Offer values the entire issued and to be issued share capital of Dominion and the Dominion Convertible Notes at GBP118.2 million ($186.3 million). The Offer values each Dominion Share at 5.9 pence per share based on the closing price of 242.2 pence per Ophir Share on 12 October 2011 (being the last business day prior to the date of this Announcement).

-- The Offer represents a premium of approximately 64.2 per cent. to the closing price of 3.6 pence per Dominion Share on 12 October 2011 (being the last business day prior to the date of this Announcement).

-- The acquisition reinforces Ophir's position in its core East Africa play where it has led exploration activity resulting in three consecutive deepwater discoveries. Specifically, the Offer would:

-- create the largest independent net deepwater acreage portfolio in the emerging and highly prospective hydrocarbon province of East Africa, consolidating Ophir's current portfolio of Blocks 1, 3, 4 (40 per cent.) and East Pande (70 per cent.) in Tanzania with the addition of Block 7 (80 per cent.), offshore Tanzania and provide Ophir with entry to offshore Kenya through Block L-9 (60 per cent.) and Block L-15 (100 per cent.);

-- enhance Ophir's operated portfolio in the region with the addition of three operated blocks, to complement Ophir's operated East Pande Block and joint activities with BG in Blocks 1, 3 and 4 in Tanzania;

-- expand Ophir's active exploration programme scheduled for the next 18 months with the potential to drill one or two additional wells on its operated acreage; and

-- utilise potential operational, commercial and geological synergies to access full asset value.

-- Ophir will remain well funded following this transaction, with the capability to accelerate exploration and appraisal programmes across the enlarged portfolio.

-- It is currently anticipated that the Offer will be implemented by means of a scheme of arrangement under the Companies Act of Bermuda.

-- Ophir has also entered into agreements to acquire from Convertible Note Holders holding 86 per cent. of Dominion's outstanding convertible notes for a cash consideration of $32.8 million, conditional upon completion of the Offer. Ophir is in discussions with one other Convertible Note Holder in respect of the purchase of the remaining convertible notes. In addition, Ophir has received irrevocable undertakings from certain Convertible Note Holders in respect of their direct and indirect interests in Dominion Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 421,553,527 Dominion Shares representing, in aggregate, approximately 26.5 per cent of the Dominion Shares in issue.

-- The Dominion Directors, who have been so advised by BofA Merrill Lynch and RBC Capital Markets, consider the terms of the Offer to be fair and reasonable. In providing their advice to the Dominion Directors, BofA Merrill Lynch and RBC Capital Markets have taken into account the commercial assessments of the Dominion Directors. Accordingly, the Dominion Directors intend unanimously to recommend that Dominion Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as certain Dominion Directors and certain members of Dominion's senior management have irrevocably undertaken to do in respect of their own beneficial holdings of Dominion Shares representing, in aggregate, approximately 1.2 per cent of the Dominion Shares in issue.

-- The Offer is conditional, among other things, on the passing of resolutions by Dominion Shareholders and the sanction of the Court, the application for the New Ophir Shares to be admitted to the Official List being approved, the London Stock Exchange acknowledging that the New Ophir shares will be admitted to trading and the Dominion Directors not withdrawing, modifying or qualifying their unanimous recommendation of the Offer.

-- Commenting on the Offer, Roger Cagle, the Chairman of Dominion, said:

"The proposed combination of assets provides Dominion's shareholders with an opportunity to be invested in the pre-eminent deepwater explorer in East Africa, one of the world's most exciting exploration plays. The exposure to Ophir's existing discoveries in Tanzania would de-risk the combined portfolio while maintaining significant upside exposure for both companies' shareholders. The Board of Dominion therefore believes that the Offer provides greater certainty of value to our shareholders than remaining independent against the background of challenging market conditions, the funding needs faced by Dominion and the inherent risks associated with frontier oil and gas exploration."

-- Commenting on the Offer, Nick Cooper, Chief Executive Officer of Ophir, said:

"Ophir has been at the forefront of exploration efforts in deepwater Tanzania and has developed a detailed technical understanding of this emerging East Africa offshore play. The addition of Dominion's assets to our portfolio positions Ophir as the largest independent net deepwater acreage holder in East Africa with a portfolio of seven offshore blocks at high equity levels in highly prospective acreage offshore Tanzania and Kenya. There are significant potential geological, operational and commercial synergies in bringing these portfolios together and we are confident that the combined group will maximise value for shareholders from the exciting position we will command.

East Africa is experiencing an upsurge in industry attention, partly as a result of Ophir's previous deepwater discoveries, with the involvement of many large oil and gas companies who are scheduled to drill high-impact exploration wells adjacent to the Ophir interests in the near-term.

Ophir is strongly funded to deliver a sustained drilling programme across its East African portfolio and will seek to accelerate its exploration activities across the region to include the newly acquired blocks."

This summary should be read in conjunction with the full text of this Announcement (including the appendices). The Offer will be made on the terms and subject to the Conditions and further terms set out in Appendix I to this Announcement and the further terms and conditions set out in the Scheme Document and forms of proxy in relation to the Court Meeting when issued. The sources and bases of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given by certain Dominion Directors and certain members of Dominion's senior management and certain Convertible Note Holders is contained in Appendix III to this Announcement. A summary of the terms of the Implementation Agreement is set out in Appendix IV. Certain terms used in this Announcement are defined in Appendix V to this Announcement.

Enquiries

Ophir Tel: +44 (0) 20 7290 5800

Nick Cooper, Chief Executive Officer

Jonathan Taylor, Founder Director

J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: +44 (0) 20 7742 4000

Barry Weir

Neil Passmore

James Robinson

FTI Consulting (PR Adviser to Ophir) Tel: +44 (0) 20 7831 3113

Billy Clegg

Edward Westropp

Dominion Tel: +44 (0) 20 7349 5900

Roger Cagle, Chairman

Andrew Cochran, Chief Executive Officer

Rob Shepherd, Finance Director

BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel: +44 (0) 20 7628 1000

Paul Wheeler

Anya Weaving

Paul Frankfurt

RBC Capital Markets (NOMAD, Joint Financial Adviser to Dominion)

Jeremy Low Tel: +44 (0) 20 7653 4000

Martin Eales

Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44 (0) 20 7861 3112

Archie Berens

J.P. Morgan Cazenove is acting exclusively for Ophir and no one else in connection with the Offer or any other matter set out in this Announcement and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Offer or in relation to the contents of this Announcement or any transaction or any other matters referred to herein.

BofA Merrill Lynch is acting exclusively for Dominion and no one else in connection with the Offer or any other matter set out in this Announcement and will not be responsible to anyone other than Dominion for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in relation to the Offer or in relation to the contents of this Announcement or any transaction or any other matters referred to herein.

RBC Europe Limited, which trades as RBC Capital Markets and which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Dominion and no one else in connection with the matters set out in this Announcement, and will not be responsible to anyone other than Dominion for providing the protections afforded to clients of RBC Europe Limited or for providing advice in relation to matters set out in this Announcement or any offer or arrangements referred to herein or in the Scheme Document.

Further information

This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document. Dominion Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposals for the Offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please carefully read the Scheme Document in its entirety before making a decision with respect to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document.

This Announcement has been prepared for the purposes of complying with English law and information disclosed in it may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and Bermuda may be restricted by law or regulation and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Dominion and Ophir disclaim any responsibility or liability for the violation of such restrictions by such person.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this Announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

The Scheme is subject to Bermuda law and is not subject to the City Code on Takeovers and Mergers or the jurisdiction of the Panel and this Announcement has not been prepared for the purpose of complying with the City Code on Takeovers and Mergers.

The Offer relates to the shares in a Bermuda company and is proposed to be made by means of a scheme of arrangement under the Act. The scheme of arrangement will relate to the shares of a Bermuda company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation nor the tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in Bermuda to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation and tender offer rules. Financial information included in the Scheme Document and other documentation relating to the Scheme will have been prepared in accordance with accounting standards that may not be comparable to the financial statements of US companies.

Any securities to be offered pursuant to the Offer as described in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the New Ophir Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Dominion or Ophir prior to, or of Ophir after, the Effective Date will be subject to certain transfer restrictions relating to the New Ophir Shares received in connection with the Scheme.

If the Offer is implemented by way of an Amalgamation or a Takeover Offer under Bermuda law, the Offer will be made in compliance with applicable US laws and regulations, including (in the case of a Takeover Offer) applicable provisions of the tender offer rules under the Exchange Act.

Forward-Looking Statements

This Announcement, including information included or incorporated by reference in this Announcement, may contain "forward-looking statements" concerning Dominion and/or Ophir that are subject to risks and uncertainties. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Ophir's and Dominion's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Ophir and Dominion cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward looking statements. Ophir and Dominion assume no obligation and do not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on websites

A copy of this Announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Ophir's website at www.ophirenergy.com and on Dominion's website at www.dominionpetroleum.com by no later than 12 noon on 14 October 2011.

Recommended Offer for Dominion Petroleum Limited

1. Introduction

The Boards of Ophir and Dominion are pleased to announce that they have reached agreement on the terms of a recommended Offer for Dominion by Ophir (or one of its wholly-owned subsidiaries). It is currently anticipated that the Offer will be implemented by means of a scheme of arrangement between under the Act.

Ophir is a FTSE250 independent oil and gas exploration company that listed on the premium segment of the London Stock Exchange in July 2011. Ophir is one of the top five deepwater acreage holders in Africa in terms of net acreage (if its assets in the SADR are included), with a portfolio of 17 assets in eight African jurisdictions.

Dominion is an independent oil and gas exploration company focusing primarily in East Africa, with a portfolio of assets in Tanzania, Kenya, Uganda and the Democratic Republic of Congo. Dominion is admitted to trading on AIM.

2. The Offer and Dominion's Convertible Notes

The Offer, which will be on the terms and subject to the Conditions set out in Appendix I of this Announcement and to be set out in the Scheme Document, will be made on the basis of 0.0244 New Ophir Shares for each Dominion Share.

Fractions of New Ophir Shares will not be allotted or issued to Dominion Shareholders upon completion of the Scheme and will be disregarded.

The Offer values the entire issued and to be issued share capital of Dominion and the Dominion Convertible Notes at GBP118.2 million ($186.3 million). The Offer values each Dominion share at 5.9 pence per share based on the closing price of 242.2 pence per Ophir Share on 12 October 2011 and equates to:

-- a premium of approximately 64.2 per cent. to the closing price of 3.6 pence per Dominion Share on 12 October 2011 (being the last business day prior to the date of this Announcement).

In connection with the Offer, Ophir has also entered into agreements to acquire from Convertible Note Holders holding 86 per cent. of Dominion's outstanding convertible notes for a cash consideration of $32.8 million, conditional upon completion of the Offer. Ophir is in discussions with one other Convertible Note Holder in respect of the purchase of the remaining convertible notes.

3. Background to and reasons for the Offer

The acquisition reinforces Ophir's position in its core East Africa play where it has led exploration activity resulting in three consecutive deepwater discoveries. Specifically, the Offer would:

-- expand Ophir's active exploration programme scheduled for the next 18 months with the potential to drill one or two additional wells on its operated acreage; and

-- utilise potential operational, commercial and geological synergies to access full asset value.

Following the transaction, Ophir will remain well funded, with the capability to accelerate exploration and appraisal programmes across the enlarged portfolio. Ophir intends to support and develop Dominion's core focus on East Africa, working with its employees, management and existing partners to develop and enhance Dominion's portfolio.

4. Recommendation

The Dominion Directors, who have been so advised by BofA Merrill Lynch and RBC Capital Markets, consider the terms of the Offer to be fair and reasonable. In providing their advice to the Dominion Directors, BofA Merrill Lynch and RBC Capital Markets have taken into account the commercial assessments of the Dominion Directors. Accordingly, the Dominion Directors intend unanimously to recommend that Dominion Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as certain Dominion Directors and certain members of Dominion's senior management have irrevocably undertaken to do in respect of their own beneficial holdings of Dominion Shares representing, as at the date of this Announcement, in aggregate, approximately 1.2 per cent. of the Dominion Shares in issue.

5. Background to and reasons for the recommendation

Since 2005, Dominion has built an exploration portfolio covering highly prospective acreage in Tanzania, Uganda, the Democratic Republic of Congo and Kenya. In order to fund the exploration of this portfolio, Dominion has previously raised funding from a combination of the public markets and industry sources.

In June/July 2011, Dominion attempted to execute an equity placing, together with a 20 for 1 share consolidation and a restructuring/repayment of a portion of the Convertible Notes. Having announced a successful bookbuild of $50 million ($40 million primary and $10 million secondary) on 27 June 2011, the required resolutions were, however, subsequently not passed at the general meeting of Dominion's shareholders on 25 July 2011, despite having a majority (99.7 per cent.) of all shareholders who did vote (representing 63.5 per cent. of Dominion's shares and, as such, being less than the required approval of 66 per cent.). Accordingly, the placing was not completed and the concurrent proposals were not implemented. At that time, Dominion announced that it would continue to progress farm-out discussions in respect of its assets.

On 5 October 2011, Dominion announced that it had agreed to farm-out a 20 per cent. working interest in Block 7, deepwater Tanzania to a subsidiary of Mubadala. Under the terms of the agreement, Mubadala will pay Dominion cash consideration of $20 million on completion and carry Dominion's remaining 80 per cent. working interest in a new seismic programme expected to commence prior to this year-end up to a cap of $2.4 million. Completion of the farm-out is conditional on the approval of the Tanzanian government.

The cash consideration from Mubadala will alleviate Dominion's near-term funding issues. However, the farm-out does not provide Dominion with sufficient liquidity to meet its ongoing obligations, including the $41 million (value to maturity) of senior secured convertible notes due for repayment in October 2012, or to pursue significant incremental activities to deliver value from its portfolio. The value of Dominion stands to be significantly diluted by any financing at current levels. Furthermore, given the failure of the placing and the current challenging market and economic conditions, the Dominion Board believes that it would be difficult to complete an equity fundraising of sufficient size on satisfactory terms.

Dominion's portfolio has attracted considerable interest over the last year and the potential of the East Africa region has been highlighted by large gas discoveries in offshore Mozambique made by Anadarko, offshore gas discoveries in Tanzania by BG Group and Ophir, and discoveries in Uganda by Tullow Oil. Kenya is similarly seen as having significant potential, illustrated by the keenly contested recent licensing rounds. The Dominion Board has received a number of indicative and conditional approaches for Dominion and its assets, and has concluded that the Offer is the most attractive proposal.

On the basis of the closing price of 242.2 pence per Ophir Share on 12 October 2011, the Offer represents an opportunity for Dominion Shareholders to realise an attractive premium of approximately 64.2 per cent. to the closing price of 3.6 pence per Dominion Share on 12 October 2011 (being the last business day prior to the date of this Announcement).

Furthermore, the consideration, which is in the form of Ophir's Shares, will allow Dominion Shareholders to participate in the potential upside and opportunities from a combination with Ophir, by:

-- retaining continued exposure to the future exploration potential of Dominion's assets;

-- gaining exposure to the larger and more diversified Ophir portfolio of development and exploration assets; and

-- receiving the scale benefits of an interest in a company with a larger market capitalisation and broad research coverage, as well as FTSE250 index inclusion.

Dominion's deepwater exploration assets require significant funding in order to realise value for its shareholders which Dominion, with limited near-term cash and restricted opportunities for further fundraising, may struggle to provide. The Dominion Board believes Ophir is well capitalised following its recent IPO in July 2011 and accordingly should be positioned to provide a well funded, active work programme to develop both its own and Dominion's assets.

Whilst there can be no certainty as to what would happen in the absence of a successful offer by Ophir, it is possible that were Dominion unable to raise the necessary funding to meet its future financial obligations, Dominion would risk a financing default occurring, leaving Dominion Shareholders with little or no value.

For all of these reasons, the Dominion Board believes that the Offer provides greater certainty of value to Dominion Shareholders than Dominion remaining an independent listed entity at this time. As such, the Board of Dominion intends to recommend unanimously that Dominion Shareholders vote in favour of the Scheme.

6. Irrevocable undertakings

Ophir has received irrevocable undertakings from certain Dominion Directors and certain members of Dominion's senior management to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of Dominion Shares amounting, in aggregate, to 18,954,385 Dominion Shares representing 1.2 per cent. of the existing issued share capital of Dominion.

These irrevocable undertakings will continue to be binding on such persons in the event that a third party makes a higher competing offer but will cease to have any effect if the Offer is not completed by 31 March 2012 and in certain other circumstances, as set out in Appendix III to this announcement.

Ophir has also received irrevocable undertakings from certain Convertible Note Holders in respect of their direct and indirect interests in Dominion Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 421,553,527 Dominion Shares, in aggregate, representing approximately 26.5 per cent. of the existing issued share capital of Dominion. These irrevocable undertakings will cease to have any effect if the Offer is not completed by 31 March 2012 and in certain other circumstances (including in the event of a competing bid of a value which exceeds certain agreed thresholds), as described in Appendix III to this announcement.

In total, therefore, Ophir has received irrevocable undertakings to vote in favour of the Scheme in respect of 440,507,912 Dominion Shares, representing approximately 27.7 per cent. of the existing issued share capital of Dominion.

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

7. Implementation Agreement and Conditions

Dominion and Ophir have entered into an Implementation Agreement which contains certain obligations in relation to the implementation of the Scheme (or if applicable, the Amalgamation or Takeover Offer) and the conduct of Dominion's operations prior to the Effective Date or termination of such agreement. The principal provisions of the Implementation Agreement are summarised below and in Appendix IV to this announcement.

Non solicitation and related arrangements

Under the Implementation Agreement, Dominion has agreed, amongst other things not to, and to procure that members of its Group do not, solicit or initiate discussions with a view to procuring any approach from any person with a view to a Third Party Transaction taking place.

Furthermore, Dominion shall notify Ophir promptly of any approach from any person relating to a Third Party Transaction and certain terms of such approach, except for the identity of the person making such approach.

In addition, Dominion has agreed that it shall not provide due diligence access to any person unless such person has made a bona fide approach to Dominion in writing which includes indicative terms in relation to a Third Party Transaction and which the Dominion Directors acting reasonably and in good faith (after consultation with Dominion's legal and financial advisers) unanimously believe could reasonably be expected to lead to an alternative, superior to the Offer, being made available to Dominion Shareholders.

Break fee arrangements

Under the Implementation Agreement, Dominion has agreed to pay Ophir a break fee of approximately $1.5 million (inclusive of VAT) if a Third Party Transaction is announced prior to the Offer lapsing or being withdrawn and such Third Party Transaction (or any other Third Party Transaction which has been announced by 31 March 2012) becomes or is declared unconditional in all respects or becomes effective or is otherwise completed.

Dominion has also agreed not to offer, agree or otherwise commit to pay any work fee, inducement fee, break fee or similar to any other person.

Conditions and their invocation

The Offer is conditional on, among other things:

(i) the approval of the Scheme by majority in number representing not less than three fourths in value of the Scheme Shareholders present and voting at the Court Meeting, the resolutions required to approve and implement the Scheme being duly passed at the General Meeting and the sanction of the Scheme by the Court;

(ii) the application for the New Ophir Shares to be admitted to the Official List being approved by the UKLA and the London Stock Exchange acknowledging that the New Ophir Shares will be admitted to trading;

(iii) the receipt of written consent from the Republic of Kenya's Minister of Energy (or his designated representative) to the Offer;

(iv) relevant antitrust clearances in Kenya and Tanzania, to the extent that the Offer constitutes a merger to be notified to the Kenyan or Tanzanian Competition Authorities under the relevant antitrust law or regulations;

(v) the Dominion Directors not withdrawing, modifying or qualifying their unanimous recommendation of the Offer;

(vi) certain events not having occurred in relation to the PSCs in respect of Block 7 in Tanzania or Block L-9 in Kenya (the "Key Licences"), including a material change to the terms of the Key Licences or their revocation;

(vii) confirmation being received in a form satisfactory to Ophir (acting reasonably) (by a time agreed between the parties) that only a work programme and budget in a form agreed between Ophir and Dominion has been approved in respect of Block 7; and

(viii) there being no material breach of any applicable laws or the Implementation Agreement by Dominion, in each case which Ophir determines acting reasonably is material in the context of the Offer.

The Offer is also subject to customary conditions applied to offers for companies subject to the City Code. The Conditions are set out in full in Appendix I. In the absence of the City Code applying to the Offer, the ability of Ophir to invoke any of the Conditions is provided for in the Implementation Agreement. Please see Appendix IV for further details of this and other provisions contained in the Implementation Agreement.

8. Structure of the Offer

Ophir currently intends to implement the Offer by means of a scheme of arrangement of Dominion under the Act. Pursuant to the Implementation Agreement, Ophir may, in the event that a third party issues an announcement of a firm intention to make an offer for Dominion or with the prior written consent of Dominion (such consent not to be unreasonably withheld or delayed) elect to implement the transaction via either an Amalgamation or a Takeover Offer under Bermuda law as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments (including those required under Bermuda law), as those which would apply to the Scheme.

The Scheme will involve an application by Dominion to the Court to sanction the Scheme and, to become effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the relevant Dominion Shareholders present and voting in person or by proxy at the Court Meeting, which is convened by order of the Court, and the passing of the resolutions necessary to implement the Offer at the General Meeting. The Scheme must also be sanctioned by the Court.

On the Scheme becoming effective, it will be binding on all Dominion Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

The Scheme Document will be posted to Dominion Shareholders as soon as reasonably practicable and Dominion and Ophir are expecting the Scheme to become effective by the end of 2011.

9. Delisting

Prior to the Scheme becoming effective, Dominion intends to make an application to AIM to cancel the admission to trading of the Dominion Shares as soon as reasonably practicable after the Effective Date.

10. Information on Dominion

Dominion is an independent oil and gas exploration company focusing primarily on East Africa. The company is incorporated in Bermuda and was admitted to trading on AIM in 2006.

Since 2006, Dominion has assembled a portfolio of assets covering highly prospective acreage in Tanzania, Kenya, Uganda and the Democratic Republic of Congo. Dominion's portfolio is in the early exploration phase. Seismic activity has been undertaken on the Tanzanian and Ugandan acreage. A competent person's report was prepared in June 2010 on Block 7, offshore Tanzania, which concluded that the Alpha prospect alone has a mean unrisked prospective resource of 883mmbbl of oil or 5.66 Tcf of gas net to Dominion, post the farm out to Mubadala. In November 2010 Dominion acquired a 3D seismic survey over the Block 7 acreage. The fast track 3D from this survey highlighted the presence of new opportunities not apparent on the original 2D dataset. Management estimates that three currently mapped prospects identified add cumulatively between 1.04 Tcf and 5.20 Tcf (P90 - P10 range) of prospective resources net to Dominion post the farm out to Mubadala.

On 5 October 2011, Dominion announced that it had agreed a farm-out of a 20 per cent. working interest in Block 7, deepwater Tanzania to Mubadala. Under the terms of the agreement Mubadala will pay Dominion $20 million cash consideration and carry Dominion's remaining working interest in a new seismic programme up to a cap of $2.4 million.

A summary of Dominion's key assets can be found below.

 
                                                                                                                                                                                             Gross 
                                                                                                                             Participating                                             area (km(2) 
 Jurisdiction                                            Asset                                                    Operator    Interest (%)                                                       ) 
 Tanzania                                                Block 7                                                  Dominion          80%(1)                                                   8,427 
 Kenya                                                   Block L-9                                                Dominion          60%(2)                                                   5,110 
 Kenya                                                   Block L-15                                               Dominion            100%                                                   2,331 
 Uganda                                                  Area 4B                                                  Dominion             95%                                                  497(3) 
                                                                                                        Block 
                                                DRC                                                     5             SOCO          46.75%                                                   7,447 
                                                Total gross 
                                                 area                                                                                                                                       23,812 
                                                                                                                                            ======================================================

(1) Completion of the farm-out to Mudabala is dependent upon the establishment of Mubadala's subsidiary and the approval of the Tanzanian Government;

(2) Following anticipated transfers of interests to Flow Energy and Avana Petroleum;

(3) Acreage post relinquishments associated with the entry into the third exploration period.

Dominion's executive management team comprises Andrew Cochran, the Chief Executive Officer, Robert Shepherd, the Chief Financial Officer, and Vahid Farzad, the Commercial Director.

In 2010, Dominion had no revenues and made a net loss of $38.5 million. As at 31 December 2010 Dominion had gross assets of $87.8 million. For the six months ended 30 June 2011, Dominion made a loss of $3.6 million.

11. Information on Ophir

Ophir is a FTSE250, independent oil and gas exploration company with a focus on Africa. Ophir is incorporated in England and Wales with headquarters in London, England, and operational offices in Perth (Australia), Dar es Salaam (Tanzania) and Malabo (Equatorial Guinea). The company listed on the premium segment of the London Stock Exchange in July 2011.

Since its foundation in 2004, the company has acquired an extensive portfolio of oil and gas interests, and its current portfolio comprises 17 assets in eight jurisdictions in Africa. The majority of these interests lie offshore in water depths greater than 250m and are thus classified as "deepwater".

The company undertook two drilling campaigns in 2008 and 2010/2011 as operator, drilling eight exploration wells in Gabon, Equatorial Guinea and Tanzania, making two gas discoveries in Equatorial Guinea and three gas discoveries in Tanzania.

12. Management and employees

Ophir has high regard for the skills and experience of the existing management and employees of Dominion. Ophir confirms that it intends to fully safeguard their existing rights, including pension rights.

Ophir intends to enter into discussions with senior management of Dominion in due course regarding their potential continuing involvement in the enlarged Ophir group. There are no agreements or arrangements between Ophir and senior management of Dominion in relation to their continued involvement and no such agreements or arrangements will be entered into at the current time.

13. New Ophir Shares and Ophir Prospectus

Ophir will be issuing as consideration for the Offer, in aggregate, approximately 11.9 per cent of Ophir's current issued share capital.

As a result, Ophir will be required to publish a prospectus in connection with the issue of the New Ophir Shares. The prospectus will contain information relating to, amongst other things, the enlarged Ophir group and the New Ophir Shares.

Application will be made to the FSA and the London Stock Exchange for the New Ophir Shares to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities respectively. It is expected that Admission will become effective and that dealings for normal settlement in the New Ophir Shares will commence on the London Stock Exchange at 8.00 a.m. on the business day following the Effective Date.

14. Application of the City Code

As Dominion is a company incorporated in Bermuda the Offer is not subject to the City Code and is outside the jurisdiction of the Panel.

As a result, Dominion and Ophir have agreed in the Implementation Agreement a framework for the implementation of the Offer (including the ability of Ophir to invoke Conditions to the Scheme). Further details are set out in the summary of the Implementation Agreement contained in Appendix IV.

15. General

Appendix I sets out the Conditions and certain further terms of the Offer. Appendix II contains the sources and bases of certain information used in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings given by certain Dominion Directors and certain members of Dominion's senior management and certain Convertible Note Holders. A summary of the terms of the Implementation Agreement is set out in Appendix IV. Appendix V contains the definitions of certain terms used in this Announcement.

Enquiries

Ophir Tel: +44 (0) 20 7290 5800

Nick Cooper, Chief Executive Offer

Jonathan Taylor, Founder Director

J.P. Morgan Cazenove (Financial Adviser to Ophir) Tel: +44 (0) 20 7742 4000

Barry Weir

Neil Passmore

James Robinson

FTI Consulting (PR Adviser to Ophir) Tel: +44 (0) 20 7831 3113

Billy Clegg

Edward Westropp

Dominion Tel: +44 (0) 20 7349 5900

Roger Cagle, Chairman

Andrew Cochran, Chief Executive Officer

Rob Shepherd, Finance Director

BofA Merrill Lynch (Joint Financial Adviser to Dominion) Tel: +44 (0) 20 7628 1000

Paul Wheeler

Anya Weaving

Paul Frankfurt

RBC Capital Markets (NOMAD, Joint Financial Adviser to Dominion)

Jeremy Low Tel: +44 (0) 20 7653 4000

Martin Eales

Pelham Bell Pottinger Limited (PR Adviser to Dominion) Tel: +44 (0) 20 7861 3112

Archie Berens

Further information

Forward-Looking Statements

Publication on websites

APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date, or such later date (if any) as Ophir and Dominion may agree and (if required) the Court may allow.

The Offer will be subject to the following conditions:

Scheme Condition

1 with regard to the Scheme:

(a) the approval of the Scheme by a majority in number representing not less than three fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of Dominion at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and any separate class meeting which may be required by the Court or any adjournment thereof;

(b) the resolutions required to approve and implement the Scheme being duly passed at the General Meeting (or any adjournment thereof); and

(c) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Ophir and Dominion)), an office copy of the Court Order being delivered to the Registrar of Companies and, if the Court so orders for the Scheme to become effective, registration of the Court Order with the Registrar of Companies;

New Ophir Shares

(a) the UKLA having acknowledged to Ophir or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Ophir Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied; and

(b) the London Stock Exchange having acknowledged to Ophir or its agent (and such acknowledgement not having been withdrawn) that the New Ophir Shares will be admitted to trading;

Kenyan and Tanzanian Conditions

3 the receipt of written consent from the Republic of Kenya's Minister of Energy (or his designated representative) to the Offer;

4 to the extent that the Offer constitutes, or is deemed to constitute, a merger to be notified to the Kenyan Competition Authority ("KCA") under the Competition Act No. 12 of 2010 (the "Kenyan Competition Act"), the adoption of a decision by the KCA within the prescribed time periods either not to open an investigation pursuant to the Kenyan Competition Act or approving the Offer on terms satisfactory to Ophir (acting reasonably);

5 to the extent that the Offer constitutes, or is deemed to constitute, a merger to be notified to the Tanzanian Fair Competition Commission ("FCC") under the Fair Competition Act No. 8 of 2003 ("FCA"), the adoption of a decision by the FCC within the prescribed time periods either not to open an investigation pursuant to the FCA or approving the Offer on terms satisfactory to Ophir (acting reasonably);

Recommendation, Implementation Agreement and Assets

6 confirmation being received in a form satisfactory to Ophir (acting reasonably) (by a time agreed between the parties) that only a work programme and budget in a form agreed between Ophir and Dominion has been approved in respect of Block 7;

7 the Dominion Directors not withdrawing, modifying or qualifying their unanimous recommendation of the Offer;

8 Dominion not electing, without the consent of Ophir, to: (a) adjourn or delay the Court Meeting and/or General Meeting by more than 21 days after the expected date of such meetings as set out in the Scheme Document; and/or (b) delay the Court Hearing by more than 21 days after the expected date for such hearing as set out in the Scheme Document (or, if later, to a date which is as soon as reasonably practicable, taking into account the Court's availability, after the Conditions in paragraph 2 to 5 (inclusive) have been satisfied or waived);

9 a Third Party Transaction not being declared wholly unconditional or completing;

10 none of the following having occurred:

(a) the actual loss or the threatened loss (in a manner in which a reasonable prudent operator with experience of operating in the country in question would reasonably determine to be credible) of any interest in any of the PSCs held by any member of the Wider Dominion Group in relation to: (i) Block 7; or (ii) Block L-9 (together the "Key Licences");

(b) any changes to the terms of any of the Key Licences which Ophir determines acting reasonably is material in context of the Offer;

(d) any voluntary relinquishment of any acreage of such PSCs;

(e) a Governmental Body revoking or having indicated that it intends to revoke or recommend the revocation (in a manner in which a reasonable prudent operator with experience of operating in the country in question would reasonably determine to be credible) of any exploration licence held by a member of the Wider Dominion Group in respect of the Key Licences or requiring a further change of control of Dominion or the member(s) of the Dominion Group which hold such licence (i) in respect of Block 7; or (ii) in respect of Block L-9, in each case outside of the Dominion Group, as a result of the implementation of the Offer.

11 Ophir not becoming aware of any material breach of any Applicable Laws by any member of the Wider Dominion Group which Ophir determines acting reasonably is material in context of the Offer;

12 Dominion not being in breach of a material term of the Implementation Agreement which Ophir determines acting reasonably is material in context of the Offer;

Notifications, waiting periods and authorisations

13 all notifications, filings or applications which are necessary or considered appropriate (acting reasonably) by Ophir having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations necessary or considered appropriate by Ophir (acting reasonably) in any jurisdiction for or in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Dominion or any other member of the Wider Dominion Group by any member of the Wider Ophir Group having been obtained in terms and in a form reasonably satisfactory to Ophir from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Dominion Group or the Wider Ophir Group has entered into contractual arrangements and all such Authorisations necessary or considered appropriate by Ophir (acting reasonably) carry on the business of any member of the Wider Dominion Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

14 no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Ophir Group or by any member of the Wider Dominion Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Dominion Group taken as a whole;

(b) require any member of the Wider Ophir Group or the Wider Dominion Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Dominion Group or any asset owned by any Third Party (other than in the implementation of the Offer) to an extent which is material in the context of the Wider Dominion Group taken as a whole;

(c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Ophir Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Dominion or on the ability of any member of the Wider Dominion Group or any member of the Wider Ophir Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Dominion Group to an extent which is material in the context of the Wider Dominion Group taken as a whole or the Wider Ophir Group taken as a whole (as the case may be);

(d) otherwise adversely affect any or all of the business, assets or profits of any member of the Wider Dominion Group or any member of the Wider Ophir Group in a manner which is material in the context of the Wider Dominion Group taken as a whole or of the obligations of any member of the Wider Ophir Group in connection with the Offer;

(e) result in any member of the Wider Dominion Group or any member of the Wider Ophir Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Dominion by any member of the Wider Ophir Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent, prohibit or materially restrict, restrain, or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Dominion by any member of the Wider Ophir Group, or

(g) require, prevent or materially delay a divestiture by any member of the Wider Ophir Group of any shares or other securities (or the equivalent) in any member of the Wider Dominion Group or any member of the Wider Ophir Group; or

(h) impose any limitation on the ability of any member of the Wider Ophir Group of any member of the Wider Dominion Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Ophir Group and/or the Wider Dominion Group in a manner which is materially adverse to the Wider Dominion Group and/or the Wider Ophir Group, in either case, taken as a whole or in the context of the Offer,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Dominion Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

15 except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Dominion Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Ophir Group of any shares or other securities (or the equivalent) in Dominion or because of a change in the control or management of any member of the Wider Dominion Group or otherwise, could or might reasonably be expected to result in, in each case to the extent which is material in the context of the Wider Dominion Group taken as a whole or to the obligations of the Wider Dominion Group in connection with the Offer:

(a) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Dominion Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Dominion Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Dominion Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider Dominion Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider Dominion Group or any member of the Wider Ophir Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Dominion Group or any member of the Wider Ophir Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider Dominion Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position or prospects of, any member of the Wider Dominion Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Dominion Group,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Dominion Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Condition 15(a) to (h);

Certain events occurring since 31 December 2010

16 except as Disclosed, no member of the Wider Dominion Group having since 31 December 2010:

(a) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Dominion Shares out of treasury (except, where relevant, as between Dominion and wholly owned subsidiaries of Dominion or between the wholly owned subsidiaries of Dominion and except for the issue of Dominion Shares on the valid exercise of employee share options);

(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Dominion to Dominion or any of its wholly owned subsidiaries;

(c) other than pursuant to the Offer (and except for transactions between Dominion and its wholly owned subsidiaries or between the wholly owned subsidiaries of Dominion and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(d) other than in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(e) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or (save in the ordinary course of business) become subject to any contingent liability or incurred or increased any indebtedness to the extent which is material in the context of the Wider Dominion Group or in the context of the Offer;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be restrictive on the business of any member of the Wider Dominion Group which is, in any such case, material in the context of the Wider Dominion Group;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director, board adviser or senior executive of any member of the Wider Dominion Group;

(h) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Dominion Group;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in paragraph 16(a) above, made any other change to any part of its share capital;

(j) waived, compromised or settled any claim which is material in the context of the Wider Dominion Group taken as a whole;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider Dominion Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Dominion Group taken as a whole;

(l) made any material alteration to its memorandum or articles of association or other incorporation documents;

(m) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(n) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(o) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(p) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which is material in the context of the Wider Dominion Group taken as a whole; or

(q) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 16;

No adverse change, litigation, regulatory enquiry or similar

17 except as Disclosed, since 31 December 2010 there having been:

(a) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or operational performance of any member of the Wider Dominion Group to an extent which is material to the Wider Dominion Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Dominion Group or to which any member of the Wider Dominion Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Dominion Group which, in any such case, might reasonably be expected materially and adversely to affect the Wider Dominion Group taken as a whole;

(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Dominion Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Dominion Group which, in any such case, might reasonably be expected materially and adversely to affect the Wider Dominion Group taken as a whole;

(d) no contingent or other liability having arisen or become apparent to Ophir or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Dominion Group to an extent which is material to the Wider Dominion Group taken as a whole; and

(e) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Dominion Group which is necessary for the proper carrying on of its business and the withdrawal, termination or notification of which is material and likely adversely to affect the Wider Dominion Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

18 except as Disclosed, Ophir not having discovered:

(a) that any financial, business or other information concerning the Wider Dominion Group publicly announced prior to the date of the Announcement or disclosed at any time to any member of the Wider Ophir Group by or on behalf of any member of the Wider Dominion Group prior to the date of the Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Dominion Group taken as a whole or in the context of the Offer;

(b) that any member of the Wider Dominion Group or any partnership, company or other entity in which any member of the Wider Dominion Group has a significant economic interest and which is not a subsidiary undertaking of Dominion is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Dominion Group taken as a whole;

(c) that any past or present member of the Wider Dominion Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Dominion Group;

(d) that there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), which would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Dominion Group; or

(e) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Dominion Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, in any such case to an extent which is material in the context of the Wider Dominion Group; or

(f) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Dominion Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Dominion Group (or on its behalf) or by any person for which a member of the Wider Dominion Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Dominion Group;

Certain Further Terms of the Offer

Ophir reserves the right to waive any of the above Conditions 2 to 18 (inclusive).

The Offer will not proceed unless all the above Conditions have been fulfilled or, where permitted, waived by Ophir, prior to the Court Hearing.

Ophir shall be under no obligation to waive (if capable of waiver) or to treat as fulfilled Conditions 2 to 18 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Ophir reserves the right to elect to implement the Offer by way of a transfer Scheme or a cancellation Scheme or an Amalgamation or Takeover Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments (including those required under Bermuda law), as those which would apply to the Scheme. Ophir reserves the right to revise the exchange ratio to a lower ratio with the consent of Dominion but only as contemplated by the Implementation Agreement.

The Implementation Agreement includes agreement between the parties regarding the ability of Ophir to invoke the Conditions and to implement the Offer by way of Scheme, Amalgamation or Takeover Offer.

The availability of the Scheme to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, in this Announcement:

1 Financial information relating to Dominion has been extracted or derived (without any adjustment) from Dominion's audited financial statements for the year ended 31 December 2010, published on 24 June 2011, and Dominion's interim results for the six months ended 30 June 2011 (which are unaudited), published on 30 September 2011.

2 The value of the Offer of GBP118.2 million ($186.3 million) for the fully diluted share capital of Dominion and the Dominion Convertible Notes is based on:

(a) The Offer being for 0.0244 New Ophir Shares for each Dominion Share;

(b) The closing price of 242.2 pence per New Ophir Share on 12 October 2011, the last business day prior to the date of this Announcement;

(d) An exchange rate of $1.5757 to GBP1, being the $/GBP exchange rate as at 5pm in London on 12 October 2011, sourced from Bloomberg; and

(e) The value of the Dominion Convertible Notes of $38.3 million being 101 per cent. of par value plus accrued interest as at 31 December 2011.

3 The value of the Offer for each Dominion Share is based on:

(a) The Offer being 0.0244 New Ophir Shares for each Dominion Share; and

(b) The closing price of 242.2 pence per New Ophir Share on 12 October 2011, the last business day prior to the date of this Announcement.

4 All prices quoted for Dominion Shares and New Ophir Shares have been derived from the Daily Official List of the London Stock Exchange and represent closing middle market prices on the relevant date(s).

5 The premium calculations have been calculated by reference to prices of:

(a) 3.6 pence per Dominion Share, being the closing price on 12 October 2011, the last business day prior to the date of this Announcement; and

(b) 242.2 pence per New Ophir Share, being the closing price on 12 October 2011, the last business day prior to the date of this Announcement.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

Certain Dominion Directors and certain members of senior management have irrevocably undertaken to vote in favour of the Scheme in respect of the shares set out below.

 
                               Number of Dominion   % of issued share 
 Name                                      Shares             capital 
----------------------------  -------------------  ------------------ 
 Dominion Directors and senior management 
 Roger Cagle                              321,212                0.0% 
 Andrew Cochran                         3,000,000                0.2% 
 Roland Wessel                            148,148                0.0% 
 Dominion senior management            15,485,025                1.0% 
----------------------------  -------------------  ------------------ 
 Total                                 18,954,385                1.2% 
----------------------------  -------------------  ------------------

The irrevocable undertakings given by the persons outlined above will continue to be binding even in the event of a higher competing offer.

These irrevocable undertakings will cease to have any effect if:

(a) the Offer is not completed by 31 March 2012; or

(b) the Offer does not become effective, lapses or is withdrawn without having become wholly unconditional.

The following Dominion Shareholders have irrevocably undertaken to vote in favour of the Scheme in respect of the shares set out below.

 
                                                                                                    Number of Dominion 
 Name                                                                                                           Shares                              % of issued share capital 
---------------------------------------------------------  -----------------------------------------------------------  ----------------------------------------------------- 
 Shareholders 
---------------------------------------------------------  -----------------------------------------------------------  ----------------------------------------------------- 
 BlueGold Global Fund 
  L.P                                                                                                      179,037,358                                                  11.3% 
---------------------------------------------------------  -----------------------------------------------------------  ----------------------------------------------------- 
 Camulos Dominion Holdings LLC                                                                              70,060,516                                                   4.4% 
 
---------------------------------------------------------  -----------------------------------------------------------  ----------------------------------------------------- 
 Outrider Management,                                                                                      172,455,653                                                  10.9% 
  LLC 
---------------------------------------------------------  -----------------------------------------------------------  ----------------------------------------------------- 
                                                Total                                                      421,553,527                                                  26.5% 
---------------------------------------------------------  -----------------------------------------------------------  -----------------------------------------------------

These irrevocable undertakings will cease to have any effect if:

(a) the Offer is not completed by 31 March 2012;

(b) the Offer does not become effective, lapses or is withdrawn without having become wholly unconditional;

(c) an offer (whether by means of a takeover offer or by way of a scheme of arrangement or amalgamation) for Dominion Shares is made by a Third Party consisting of consideration of at least 75 per cent. in cash and the consideration per Dominion Share of that offer at the time it is made exceeds the higher of (i) the value of the Offer by reference to the consideration per Dominion Share at the time the Offer is made or (ii) the value of the Offer by reference to the consideration per Dominion Share at the time the competing offer is made; or

(d) an offer (whether by means of a takeover offer or by way of a scheme of arrangement or amalgamation) for the Dominion Shares is made by a Third Party consisting of more than 25 per cent. of non-cash consideration and the consideration per Dominion Share of that offer at the time it is made exceeds the higher of (i) 10 per cent. more than the value of the Offer by reference to the consideration per Dominion Share at the time the Offer is made or (ii) 10 per cent. more than the value of the Offer by reference to the consideration per Dominion Share at the time the competing offer is made.

APPENDIX IV

SUMMARY OF THE KEY TERMS OF THE IMPLEMENTATION AGREEMENT

In addition to the terms summarised in paragraph 7 of the Announcement, the Implementation Agreement contains the following provisions:

Application of Certain Code Rules and Standstill

Ophir has agreed that it shall, and shall procure that each member of its Group and each Ophir Concert Party (if any) shall:

-- except with the consent of Dominion, comply with Rules 16.1 (Special Deals with Favourable Conditions) and 27 (Documents Subsequently Published) of the City Code as if they were to apply to the Offer; and

-- not, except with the consent of Dominion, purchase any Dominion Shares or other securities of any member of the Wider Dominion Group.

For the purpose of this provision, "Ophir Concert Party" means a person who, pursuant to an agreement or understanding (whether formal or informal) with Ophir or any member of its Group, co-operates with Ophir or any member of its Group to obtain or consolidate control of Dominion.

Conditions

Invocation of Specific Conditions

The parties agree that, if a Condition contained in paragraph 1 to 12 (inclusive) of the Conditions is or has become incapable of being satisfied or has been breached prior to the Court Hearing, Ophir is entitled to withdraw or lapse the Offer.

Invocation of General Conditions

If a Condition contained in paragraph 13 to 18 (inclusive), in Ophir's reasonable opinion, is not satisfied or becomes incapable of satisfaction, or if, in Ophir's reasonable opinion acting in good faith (only after having received advice from its legal and financial advisers) an event has occurred between the date of the Announcement and the Court Hearing in relation to Dominion's business or otherwise which constitutes a breach of such a Condition to the Offer of such a nature that the Panel would or could (had the City Code applied) reasonably be expected to permit the Condition to be invoked, Ophir may, prior to the Court Hearing serve a written notice on the Dominion Directors specifying the event and the relevant Condition and requesting that Ophir invoke that Condition.

Following the service of such a notice, Ophir and Dominion shall use all reasonable endeavours to agree whether or not Ophir may invoke the relevant Condition as soon as practicable. If the parties fail to reach such an agreement, an expert with suitable experience in respect of the City Code shall be appointed to determine whether Ophir would be entitled to invoke the relevant Condition if the Offer were subject to the City Code and, if so, Ophir is entitled to withdraw or lapse the Offer.

Termination

The Implementation Agreement shall terminate with immediate effect and all rights and obligations of the parties under such agreement shall cease if, in summary:

-- any Condition becomes incapable of satisfaction or is invoked in accordance with the terms of the Implementation Agreement so as to cause the Offer not to proceed; or

-- (i) the Scheme and/or the General Meeting Resolutions is/are not approved at the Court Meeting or the General Meeting respectively; or (ii) the Court refuses to sanction the Scheme or grant the Court Order (unless Ophir elects to implement the Offer by way of an Amalgamation or Takeover Offer); or

-- (save as Dominion and Ophir may otherwise agree in writing) the Effective Date has not occurred on or before 31 March 2012; or

-- if the Dominion Directors have withdrawn or adversely modified or qualified their recommendation (or intention to recommend) to Dominion Shareholders to vote in favour of the Scheme and the General Meeting Resolutions (or if applicable to vote in favour of an Amalgamation or to accept a Takeover Offer); or

-- a Third Party Transaction becomes or is declared wholly unconditional or is completed; or

-- if Ophir elects in accordance with the Implementation Agreement to implement the Offer by way of an Amalgamation or a Takeover Offer, and the Amalgamation or Takeover Offer, once announced, lapses in accordance with its terms or is withdrawn.

The right of Ophir to receive the Break Fee does not cease upon termination of the Implementation Agreement.

Miscellaneous provisions

The Implementation Agreement places restrictions on certain actions by Dominion in relation to the conduct of its business prior to completion without the prior written consent of Ophir.

Dominion shall use its best endeavours to retain its interest in the PSC in relation to Block L-15 in Kenya. If there is the actual or threatened loss (in a manner which a reasonable prudent operator with experience of operating in Kenya would reasonably determine) of the interest in the PSC in respect of Block L-15, Ophir and Dominion shall use their best endeavours to negotiate in good faith regarding whether any adjustment is to be made to the terms of the Offer.

Dominion and Ophir have agreed to co-operate in relation to the implementation of the Scheme and the obtaining of clearances. This includes Dominion taking all necessary steps in connection with the Scheme and the Court and convening the Court Meeting and General Meeting. In addition, Dominion has agreed to provide certain access and assistance to Ophir in the period prior to completion.

APPENDIX V

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

 
 "Act"                           the Companies Act 1981 of Bermuda 
 "Admission"                     the admission of the New Ophir Shares 
                                  by the FSA to the Official List and 
                                  to trading on the London Stock Exchange's 
                                  main market for listed securities 
 "AIM"                           the AIM, a market of the London Stock 
                                  Exchange 
 "Amalgamation"                  if the Offer is implemented by way 
                                  of an amalgamation, the amalgamation 
                                  of Ophir (or Ophir's wholly-owned 
                                  subsidiary) and Dominion in accordance 
                                  with the Act 
 "Announcement"                  this announcement 
 "Applicable Laws"               means all laws and regulations of 
                                  any jurisdiction to which any member 
                                  of the Wider Dominion Group is subject 
                                  including, where applicable, the rules 
                                  of any Governmental Body 
 "Authorisations"                all consents, clearances, permissions and 
                                 waivers that are required to be obtained, all 
                                 filings that are reasonably required to be 
                                 made and all waiting periods that may need to 
                                 have expired, from or under the laws, 
                                 regulations or practices applied by any 
                                 relevant Authority in connection with the 
                                 implementation of the Offer; and any 
                                 reference to any Condition relating to 
                                 Authorisations having been "satisfied" shall 
                                 be construed as meaning that the foregoing 
                                 have been obtained or, where appropriate, 
                                 made or expired in accordance with the 
                                 relevant Condition 
 "BG"                            BG International Limited 
 "Block 7"                       means the area of 8,427 square kilometres 
                                  offshore the United Republic of Tanzania 
                                  awarded to a member of the Wider Dominion 
                                  Group pursuant to a PSC dated 22 May 
                                  2007 made between such member of the 
                                  Wider Dominion Group and the Government 
                                  of the United Republic of Tanzania 
 
 
 "Block L-9"                     means the area of 5,110 square kilometres 
                                  in the Lamu Basin offshore the Republic 
                                  of Kenya awarded to a member of the 
                                  Wider Dominion Group pursuant to a 
                                  PSC dated 17 May 2011 made between 
                                  such member of the Wider Dominion 
                                  Group and the Government of the Republic 
                                  of Kenya 
 "Block L-15"                    means the area of 2,331 square kilometres 
                                  offshore the Republic of Kenya awarded 
                                  to a member of the Wider Dominion 
                                  Group pursuant to a PSC dated 5 October 
                                  2011 made between such member of the 
                                  Wider Dominion Group and the Government 
                                  of the Republic of Kenya 
 "BofA Merrill Lynch"            Merrill Lynch International, a subsidiary 
                                  of Bank of America Corporation 
 "Break Fee"                     the break fee of approximately $1.5 
                                  million (inclusive of VAT) 
 "business day"                  any day which is not a Saturday, Sunday 
                                  or a bank or public holiday in England 
                                  or Bermuda 
 "City Code" or "Code"           the City Code on Takeovers and Mergers 
 "Conditions"                    the conditions to the implementation 
                                  of the Offer set out in Appendix I 
                                  to the Announcement 
 "Convertible Notes"             the senior secured convertible notes 
                                  issued by Dominion Petroleum Acquisitions 
                                  Limited 
 "Convertible Note Holders"      holders of the Convertible Notes in 
                                  issue from time to time 
 "Court"                         the Supreme Court in Bermuda 
 "Court Hearing"                 the hearing of the Court to sanction 
                                  the Scheme 
 "Court Meeting"                 the meeting (including any adjournment 
                                  thereof) of the Scheme Shareholders 
                                  (or the relevant class or classes 
                                  thereof) convened under an order of 
                                  the Court under Section 99(1) of the 
                                  Act for the purposes of considering 
                                  and, if thought fit, approving the 
                                  Scheme (with or without amendment) 
 "Court Order"                   the order of the Court sanctioning 
                                  the Scheme under Section 99(2) of 
                                  the Act, to be granted at the Court 
                                  Hearing 
 "CREST"                         the relevant system (as defined in 
                                  the CREST Regulations) in respect 
                                  of which Euroclear UK & Ireland Limited 
                                  is the operator (as defined in the 
                                  CREST Regulations) 
 "Daily Official List"           the daily official list of the London 
                                  Stock Exchange 
 "Directors" or "Board"          the directors or the board of the 
                                  relevant entity 
 "Disclosed"                                disclosed in: i. the annual report 
                                            and accounts of Dominion for the 
                                            financial year ended 31 December 
                                            2010 or the interim results of 
                                            Dominion for the 6 months ended 30 
                                            June 2011; ii. any public 
                                            announcement by or on behalf of 
                                            Dominion on or before 5 p.m. 
                                            (London time) on 12 October 2011 
                                            (by the delivery of an 
                                            announcement to a Regulatory 
                                            Information Service); or iii. any 
                                            documents or information provided 
                                            in writing by Dominion or any of 
                                            its professional advisers to Ophir 
                                            or any member of its Group or any 
                                            of their advisers and at any 
                                            meetings between members of 
                                            management of Dominion and Ophir 
                                            between 4 August 2011 and 12 
                                            October 2011 (both dates 
                                            inclusive), in connection with the 
                                            due diligence exercise conducted 
                                            by Ophir for the Offer 
 "Dominion"                      Dominion Petroleum Limited 
 "Dominion Directors"            the directors of Dominion from time 
                                  to time 
 "Dominion Shares"               the unconditionally allotted or issued 
                                  and fully paid common shares of $0.00004 
                                  each in the capital of Dominion from 
                                  time to time 
 "Dominion Shareholders"         the holders of Dominion Shares from 
                                  time to time 
 "Effective Date"                the date on which the Scheme becomes 
                                  effective in accordance with its terms 
 "Exchange Act"                  the United States Securities Exchange 
                                  Act of 1934 
 "FSA" or "Financial Services    the Financial Services Authority or 
  Authority"                      its successor from time to time 
 "General Meeting"               the general meeting (including any 
                                  adjournment thereof) of the Dominion 
                                  Shareholders to be convened in connection 
                                  with the Scheme 
 "General Meeting Resolutions"   the resolution(s) to be proposed at 
                                  the General Meeting for the purposes 
                                  of, amongst other things, approving 
                                  and implementing the Scheme, approving 
                                  certain amendments to the bye-laws 
                                  of Dominion and such other matters 
                                  as may be agreed between Dominion 
                                  and Ophir as necessary or desirable 
                                  for the purposes of implementing the 
                                  Scheme 
 "Governmental Body"             any government, government department, 
                                  or governmental, quasi-governmental, 
                                  supranational, statutory, regulatory, 
                                  environmental or investigative body, 
                                  institution or authority (including 
                                  any anti-trust or merger control body) 
                                  or any court 
 "Group"                         in relation to any person, its subsidiaries, 
                                  subsidiary undertakings and holding 
                                  companies and the subsidiaries and 
                                  subsidiary undertakings of any such 
                                  holding company 
 "Implementation Agreement"      the Implementation Agreement dated 
                                  13 October 2011 between Dominion and 
                                  Ophir 
 "IPO"                           initial public offering 
 "J.P. Morgan Cazenove"          J.P. Morgan Limited, which conducts 
                                  its UK investment banking business 
                                  as J.P. Morgan Cazenove 
 "km"                            Kilometres 
 "Listing Rules"                 the Listing Rules of the UK Listing 
                                  Authority (as amended from time to 
                                  time), and contained in the UK Listing 
                                  Authority's publication of the same 
                                  name 
 "London Stock Exchange"         London Stock Exchange plc 
 "Long Stop Date"                31 March 2012 or such later date as 
                                  is agreed between Ophir and Dominion 
 "Mubadala"                      Mubadala Oil & Gas 
 "New Ophir Shares"              the Ophir Shares proposed to be issued 
                                  as credited and fully paid to Scheme 
                                  Shareholders pursuant to the Scheme 
 "Offer"                         the proposed acquisition by Ophir 
                                  (or Ophir's wholly-owned subsidiary) 
                                  of the entire issued and to be issued 
                                  share capital in Dominion (other than 
                                  the Dominion Shares already held by 
                                  Ophir (if any)) which is to be effected 
                                  by means of a Scheme (or an Amalgamation 
                                  or Takeover Offer) and shall include 
                                  any new, increased, renewed or revised 
                                  offer made by or on behalf of Ophir 
                                  (or Ophir's wholly-owned subsidiary) 
                                  howsoever to be effected 
 "Official List"                 the Official List of the UK Listing 
                                  Authority 
 "Ophir"                         Ophir Energy plc 
 "Panel"                         the Panel on Takeovers and Mergers 
 "Pounds", "pence" and           the lawful currency of the United 
  "GBP"                           Kingdom 
 "PSC"                           a production sharing contract, production 
                                  sharing agreement or any agreement 
                                  of a similar nature 
 "RBC Capital Markets"           the trading name of RBC Europe Ltd 
 "Registrar of Companies"        the Registrar of Companies of Bermuda 
                                  appointed under Section of 3 of the 
                                  Act or such other person as may be 
                                  performing his duties under the Act 
 "Regulatory Information         an information service authorised 
  Service"                        from time to time by the FSA for the 
                                  purpose of disseminating regulatory 
                                  announcements 
 "Reorganisation Record          the date and time at which the Court 
  Time"                           Order is delivered to the Registrar 
                                  of Companies for registration pursuant 
                                  to Section 99(3) of the Act 
 "Restricted Jurisdiction"       any jurisdiction where local laws or 
                                 regulations may result in a significant risk 
                                 of civil, regulatory or criminal exposure if 
                                 information concerning the Offer is sent or 
                                 made available to Dominion Shareholders in 
                                 that jurisdiction 
 "SADR"                          the Saharawi Arab Democratic Republic 
 "Scheme Document"               the documents to be despatched to 
                                  (amongst others) the Scheme Shareholders 
                                  setting out the full terms of the 
                                  Scheme 
 "Scheme"                        the proposed scheme of arrangement 
                                  under Section 99 of the Act between 
                                  Dominion and the Scheme Shareholders, 
                                  with or subject to any modification, 
                                  addition or condition approved or 
                                  imposed by the Court and agreed by 
                                  Dominion and Ophir, under which the 
                                  Offer is proposed to be implemented 
 "Scheme Shareholders"           the holders of Scheme Shares 
 "Scheme Shares"                            i. the Shares in issue at the date 
                                            of the Scheme Document; ii. any 
                                            Shares issued after the date of 
                                            the Scheme Document but before the 
                                            Scheme Voting Record Time; and 
                                            iii. any Shares issued at or after 
                                            the Scheme Voting Record Time but 
                                            before the Reorganisation Record 
                                            Time in respect of which the 
                                            original or any subsequent holders 
                                            thereof are, or shall have agreed 
                                            in writing to be, bound by the 
                                            Scheme, in each case other than 
                                            any Shares beneficially owned by 
                                            Ophir or any subsidiary 
                                            undertaking of Ophir; 
 "Scheme Voting Record           the time and date specified in the 
  Time"                           Scheme Document by reference to which 
                                  entitlement to vote on the Scheme 
                                  will be determined, expected to be 
                                  6.00 p.m. on the second day before 
                                  the Court Meeting or, if the Court 
                                  Meeting is adjourned, 6.00 p.m. on 
                                  the second day before the date of 
                                  such adjourned Court Meeting 
 "Securities Act"                the US Securities Act of 1933, as 
                                  amended and the rules and regulations 
                                  promulgated thereunder 
 "SOCO"                          SOCO International plc 
 "Takeover Offer"                a takeover offer to be made by Ophir 
                                  for the Dominion Shares if the Offer 
                                  is implemented by way of a contractual 
                                  takeover offer 
 "Takeover Offer Condition"      a condition on market terms relating 
                                  to valid acceptances being received 
                                  in respect of not less than 90 per 
                                  cent. (or such lower percentage as 
                                  Ophir may decide) in nominal value 
                                  of the Dominion Shares to which the 
                                  Takeover Offer relates 
 "Takeover Offer Document"       the document despatched to (amongst 
                                  others) the Dominion Shareholders 
                                  under which any Takeover Offer would 
                                  be made 
 "Tcf"                           trillion of cubic feet 
 "Third Party"                   a third party which is not acting 
                                  in concert with Ophir 
 "Third Party Transaction"                  any offer, possible offer, tender 
                                            offer, merger, acquisition, scheme 
                                            of arrangement, dual listed 
                                            company structure or proposal 
                                            from, or on behalf of, any Third 
                                            Party, whether or not subject to 
                                            any pre-conditions and howsoever 
                                            to be implemented, with a view to 
                                            such person, directly or 
                                            indirectly acquiring (in one 
                                            transaction or a series of 
                                            transactions): i. more than 50 per 
                                            cent. of the issued share capital 
                                            of Dominion; or ii. 50 per cent. 
                                            or more of the working interests 
                                            in each of the interests owned by 
                                            the Wider Dominion Group in the 
                                            Block 7, Block L-9 and Block L-15 
 "UK Listing Authority"          the FSA acting in its capacity as 
  or "UKLA"                       the competent authority for listing 
                                  in the United Kingdom for the purposes 
                                  of Part VI of the Financial Services 
                                  and Markets Act 2000, as amended 
 "United Kingdom" or "UK"        the United Kingdom of Great Britain 
                                  and Northern Ireland 
 "United States" or "US"         the United States of America, its 
                                  territories and possessions, any State 
                                  of the United States of America and 
                                  the District of Columbia 
 "VAT"                           value added tax 
 "Wider Dominion Group"          Dominion, its subsidiaries, subsidiary 
                                  undertakings and associated undertakings 
                                  and any other body corporate, partnership, 
                                  joint venture or person in which Dominion 
                                  and such undertakings (aggregating 
                                  their interests) have a direct or 
                                  indirect interest of 20 per cent. 
                                  or more of the voting or equity capital 
                                  or the equivalent 
 "Wider Ophir Group"             Ophir, its subsidiaries, subsidiary 
                                  undertakings and associated undertakings 
                                  and any other body corporate, partnership, 
                                  joint venture or person in which Ophir 
                                  and such undertakings (aggregating 
                                  their interests) have a direct or 
                                  indirect interest of 20 per cent. 
                                  or more of the voting or equity capital 
                                  or the equivalent

This information is provided by RNS

The company news service from the London Stock Exchange

END

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