This Prospectus comprises a prospectus relating to the New Ophir Shares and has been prepared in

accordance with the Prospectus Rules made under Section 73A of the Financial Services and Markets
Act 2000 (as amended) (the ‘‘FSMA’’) and has been approved by the Financial Conduct Authority (the
‘‘FCA’’) under the FSMA. This Prospectus has been made available to the public in accordance with
Prospectus Rule 3.2.
Ophir Energy plc (‘‘Ophir’’), the Directors whose names appear on page 55 of this Prospectus and
the Proposed Director accept responsibility for the information contained in this Prospectus. To the
best of the knowledge of Ophir, the Directors and the Proposed Director (who have taken all
reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and contains no omission likely to affect the import of such information.
Investors should read the whole of this Prospectus carefully. In particular, investors should take
account of the section entitled ‘‘Risk Factors’’ on pages 23 to 48 of this Prospectus for a discussion
of the risks which might affect the value of an investment in Ophir, the Combined Group and the
Ophir Shares.

Ophir Energy plc

(Incorporated in England and Wales with registered number 05047425)

Proposed issue of up to 170,000,000 new ordinary shares in connection with the

proposed acquisition of Salamander Energy plc to be implemented by way of a
scheme of arrangement under Part 26 of the Companies Act 2006
and
Application for admission of up to 170,000,000 new ordinary shares to the
premium listing segment of the Official List and to trading on the main market
for listed securities of the London Stock Exchange

Sponsor, Corporate Broker and Co-Financial Adviser

Morgan Stanley & Co. International plc
Lead Financial Adviser Corporate Broker and Co-Financial Adviser
Credit Suisse Securities (Europe) Limited RBC Europe Limited

Ophir Shares are currently listed on the premium listing segment of the Official List and traded on
the London Stock Exchange’s main market for listed securities. Applications will be made to the
FCA for the New Ophir Shares to be issued pursuant to the Transaction to be admitted to the
premium listing segment of the Official List and to the London Stock Exchange for the New Ophir
Shares to be admitted to trading on its main market for listed securities. It is expected that
Admission will become effective and that dealings in the New Ophir Shares will commence at
8.00 a.m. on the Business Day following the Effective Date which, subject to the satisfaction or
waiver (if capable of waiver) of certain Conditions, including the sanction of the Scheme by the
Court, which is expected to take place on 3 March 2015 (although this date is subject to change).
The New Ophir Shares will rank pari passu in all respects with the Existing Ophir Shares. No
application has been made for the New Ophir Shares to be admitted to listing or dealt with on any
other exchange.
Investors should only rely on the information contained in this Prospectus. No person has been
authorised to give any information or make any representations other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as
having been so authorised by Ophir, the Directors, the Proposed Director or the Sponsor. No
representation or warranty, express or implied, is made by the Sponsor as to the accuracy or
completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon
as a promise or representation by the Sponsor as to the past, present or future. In particular, the
contents of the Ophir and Salamander websites do not form part of this Prospectus and investors
should not rely on them. Without prejudice to any legal or regulatory obligation on Ophir to publish
a supplementary prospectus pursuant to Section 87G of the FSMA and Prospectus Rule 3.4, neither
the delivery of this Prospectus nor Admission shall, under any circumstances, create any implication
that there has been no change in the business or affairs of the Combined Group taken as a whole
since the date of this Prospectus or that the information in it is correct as of any time after the date
of this Prospectus.
Persons who come into possession of this Prospectus should inform themselves about and observe any
applicable restrictions and legal, exchange control or regulatory requirements in relation to the
distribution of this Prospectus and the Transaction. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws of any such jurisdiction. The contents of
this Prospectus should not be construed as legal, business or tax advice.
Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as
financial adviser to Ophir and no one else in connection with the matters described in this Prospectus,
and will not be responsible for anyone other than Ophir for providing the protections afforded to
clients of Credit Suisse Securities (Europe) Limited nor for providing advice in relation to the matters
referred to in this Prospectus. Neither Credit Suisse Securities (Europe) Limited nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Credit Suisse Securities (Europe) Limited in connection with this Prospectus,
any statement contained herein or otherwise.
Morgan Stanley & Co. International plc, which is authorised in the UK by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection
with the matters described in this Prospectus, and will not be responsible for anyone other than
Ophir for providing the protections afforded to clients of Morgan Stanley nor for providing advice in
relation to the matters referred to in this Prospectus. Neither Morgan Stanley nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Morgan Stanley in connection with this Prospectus, any statement contained
herein or otherwise.
RBC Europe Limited, which is authorised in the UK by the Prudential Regulation Authority and
authorised and regulated in the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to Ophir and no one else in connection
with the matters described in this Prospectus, and will not be responsible for anyone other than
Ophir for providing the protections afforded to clients of RBC Europe Limited nor for providing
advice in relation to the matters referred to in this Prospectus. Neither RBC Europe Limited nor any
of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of RBC Europe Limited in connection with this Prospectus, any statement
contained herein or otherwise.

Notice to Overseas Shareholders

General
The release, publication or distribution of this Prospectus in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions
should inform themselves of, and should observe, any applicable requirements. Any failure to comply
with these requirements may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons involved in the Transaction
disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by Ophir or required by the Takeover Code, and permitted by
applicable law and regulation, the Transaction will not be made, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote
in favour of the Transaction by any such use, means, instrumentality or form within any jurisdiction
if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this
Prospectus and all documents relating to the Transaction are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to

2
do so would violate the laws in that jurisdiction, and persons receiving this Prospectus and all
documents relating to the Transaction (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the New Ophir Shares to Salamander Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.

Notice to Thai Salamander Shareholders

The New Ophir Shares have not been and will not be registered with, or approved, by the Office of
the Securities and Exchange Commission of Thailand. Any offering or distribution, as defined under
Thai laws and regulations, of the New Ophir Shares in Thailand is not legal without such prior
approval and registration. Accordingly, the New Ophir Shares cannot be directly or indirectly, offered
or sold to, or otherwise acquired by, any person within Thailand.
No action has been or will be taken by Ophir or Salamander or on behalf of Ophir or Salamander
which would permit a public offering of any of the New Ophir Shares or distribution of this
document in Thailand, and this document, as well as information contained therein, is not intended
to constitute an offer to sell or the solicitation of an offer to purchase or otherwise acquire the New
Ophir Shares in Thailand in which the offer or solicitation of the New Ophir Shares would be
prohibited. No general solicitation has been or will be conducted and no advertisement in whatever
form has been employed in Thailand where the offer or solicitation of the New Ophir Shares would
be prohibited.

Notice to Indonesian Salamander Shareholders

This document has not been, and will not be, registered with the Financial Services Authority
(Otoritas Jasa Keuangan) in Indonesia, and therefore, the New Ophir Shares may not be offered or
sold in Indonesia or to Indonesian citizens in a manner which constitutes a public offer under Law
No. 8 of 1995 on Capital Markets and the implementing regulations. Accordingly, Ophir and
Salamander will not, directly or indirectly, expressly or implicitly:
(i) offer the New Ophir Shares to more than 100, or sell the New Ophir Shares to more than 50,
parties in Indonesia and/or Indonesian citizens; and
(ii) offer the New Ophir Shares by way of mass media, including any newspaper, magazine, film,
television, radio or other electronic media or any letter, brochure or other printed matter,
distributed to more than 100 parties in Indonesia and/or Indonesian citizens.

Notice to US Salamander Shareholders

The Transaction relates to the shares of a UK company and is to be made by means of a scheme of
arrangement provided for under the laws of England and Wales. A transaction effected by means of
a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements, rules and
practices applicable in the UK to schemes of arrangement which differ from the requirements of US
proxy solicitation or tender offer rules.
The financial information included in this Prospectus relating to Salamander has been prepared in
accordance with IFRS and therefore may not be comparable to the financial information of US
companies or companies whose financial statements are prospered in accordance with US generally
accepted accounting principles (‘‘US GAAP’’). US GAAP differs in certain significant respects from
IFRS. None of the financial information in this Prospectus has been audited in accordance with
auditing standards generally accepted in the United States or the auditing standards of the Public
Company Accounting Oversight Board (United States).
This document does not constitute an offer of securities for sale in the United States or an offer to
acquire or exchange securities in the United States. The New Ophir Shares have not been, and will
not be, registered under the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Ophir Shares may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United
States absent registration under the US Securities Act or an exemption therefrom. The New Ophir
Shares are expected to be issued in reliance upon the exemption from the registration requirements of

3
the US Securities Act provided by Section 3(a)(10) thereof. Salamander Shareholders (whether or not
US persons) who are or will be affiliates of Salamander or Ophir prior to or after, the Effective Date
will be subject to certain US transfer restrictions relating to the New Ophir Shares received pursuant
to the Scheme. For the purposes of qualifying for the exemption from the registration requirements of
the US Securities Act afforded by Section 3(a)(10), Salamander will advise the Court that its
sanctioning of the Scheme will be relied upon by Ophir as an approval of the Scheme following a
hearing on its fairness to Salamander Shareholders.
However, if Ophir were to elect to implement the Transaction by means of a takeover offer, such
takeover offer will be made in compliance with all applicable laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover offer would be made
in the United States by Ophir and no one else. In addition to any such takeover offer, Ophir, certain
affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of,
or arrangements to purchase, shares in Salamander outside such takeover offer during the period in
which such takeover offer would remain open for acceptance. If such purchases or arrangements to
purchase were to be made they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of
the UK Listing Authority and will be available on the London Stock Exchange website:
www.londonstockexchange.com.
It may be difficult for US Salamander Shareholders to enforce their rights and claims arising out of
the US federal securities laws, since Ophir and Salamander are located in countries other than the
United States, and some or all of their officers and directors may be residents of countries other than
the United States. US Salamander Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves to a US court’s
judgment.
None of the securities referred to in this Prospectus have been approved or disapproved by the SEC,
any state securities commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the information contained in
this Prospectus. Any representation to the contrary is a criminal offence in the United States.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (‘‘RSA421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

4
 TABLE OF CONTENTS

Page
SUMMARY................................................................................................................................. 6
RISK FACTORS ......................................................................................................................... 23
PRESENTATION OF INFORMATION................................................................................... 49
INDICATIVE TRANSACTION STATISTICS ......................................................................... 52
EXPECTED TIMETABLE OF PRINCIPAL EVENTS............................................................ 53
OPHIR DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY, 55
REGISTERED OFFICE AND ADVISERS ..............................................................................
PART I INFORMATION ON THE TRANSACTION ................................................ 56
PART II INFORMATION ON OPHIR.......................................................................... 70
PART III INFORMATION ON SALAMANDER .......................................................... 93
PART IV OPERATING AND FINANCIAL REVIEW OF OPHIR.............................. 100
PART V CAPITALISATION AND INDEBTEDNESS ................................................. 119
PART VI HISTORICAL CONSOLIDATED FINANCIAL INFORMATION 120
RELATING TO THE OPHIR GROUP ..........................................................
PART VII HISTORICAL CONSOLIDATED FINANCIAL INFORMATION 121
RELATING TO THE SALAMANDER GROUP ..........................................
PART VIII UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE 122
COMBINED GROUP.......................................................................................
SECTION A: UNAUDITED PRO FORMA FINANCIAL 122
INFORMATION ..............................................................................................
SECTION B: REPORTING ACCOUNTANTS’ REPORT ON 127
UNAUDITED PRO FORMA FINANCIAL INFORMATION ....................
PART IX TAXATION....................................................................................................... 129
PART X DIRECTORS, RESPONSIBLE PERSONS, CORPORATE GOVERNANCE 135
AND EMPLOYEES..........................................................................................
PART XI ADDITIONAL INFORMATION.................................................................... 155
PART XII DEFINITIONS.................................................................................................. 218
PART XIII GLOSSARY OF TECHNICAL TERMS......................................................... 228

5
 SUMMARY
Summaries are made up of disclosure requirements known as ‘‘Elements’’. These Elements are numbered in
Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of security and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of security and
issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the summary with the mention of the words ‘‘not applicable’’.

Section A – Introduction and warnings

Element
A.1 Warning to investors This summary should be read as an introduction to this Prospectus.
Any decision to invest in Ophir Shares should be based on consideration of
this Prospectus as a whole by the investor.
Where a claim relating to the information contained in this Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the EEA States, have to bear the costs of translating the
prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of this
Prospectus or it does not provide, when read together with the other parts
of this Prospectus, key information in order to aid investors when
considering whether to invest in Ophir Shares.

A.2 Subsequent resale or final Not applicable. The Company is not engaging any financial intermediaries
placement of securities by for subsequent resale or final placement of the New Ophir Shares after
financial intermediaries publication of this Prospectus.

Section B – Issuer
Element
B.1 Legal and commercial Ophir Energy plc (‘‘Ophir’’ or the ‘‘Company’’).
name

B.2 Domicile/legal The Company is domiciled in England and Wales. The Company was
form/legislation/country incorporated and registered in England and Wales on 18 February 2004,
of incorporation with registered number 05047425, as a public company limited by shares.
Ophir’s registered office is situated in London, United Kingdom and the
Existing Ophir Shares are admitted to the premium listing segment of the
Official List of the UK Listing Authority and traded on the London Stock
Exchange’s main market for listed securities. The principal legislation
under which the Company operates is the Companies Act and regulations
made thereunder.

B.3 Current operations and Ophir is a FTSE 250, upstream oil and gas exploration company. The
principal activities and Company is incorporated in England and Wales with headquarters in
markets London (England) and operational offices in Perth (Australia), Dar es
Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea), Libreville
(Gabon) and Nairobi (Kenya).

6
 Since its foundation in February 2004, Ophir has acquired an extensive
portfolio of oil and gas interests in Africa and South East Asia. The
majority of Ophir’s current assets are offshore in water depths greater than
250 metres and are thus classified as ‘‘deepwater’’. The Company is a
material and strategic offshore acreage holder in West and East Africa,
with 14 blocks in five countries. Ophir has recently signed the PSC for a
deepwater asset offshore Myanmar and agreed to acquire seven assets in
Indonesia from Niko Resources. Ophir has made a number of significant
gas discoveries in Tanzania and Equatorial Guinea.
In March 2014, the Company completed the sale of a 20 per cent. stake in
Blocks 1, 3 and 4, Tanzania for US$1.25 billion, with a further US$38
million payable at final investment decision. Ophir is considering its
options in respect of Blocks 1, 3 and 4, Tanzania and is currently in
ongoing discussions with parties in relation to the possible disposal of all
or part of the interests it holds in Blocks 1, 3 and 4, Tanzania.

B.4a Significant recent trends At the date of this Prospectus, the Company has undertaken early stage
affecting the Combined exploration activities, but has not generated any revenue from oil and gas,
Group and its industry although it has incurred costs – primarily related to the acquisition and
exploration of its asset portfolio. The Company has experienced operating
losses in each full financial year which has been reported on since its
incorporation. However, Ophir did not experience operating losses in the
six months ended 30 June 2014 and 30 June 2011. Due to the general
nature of oil and gas exploration and, where successful, the long lead times
in developing projects, the Company may incur further operating losses in
the current and future financial years as its exploration activities continue.
If Completion does not occur, there can be no assurance that the Company
will earn significant revenues and the Company may be dependent on
future portfolio management to be able to meet the future funding of the
Company.
The Salamander Group’s model concentrates on a small number of asset
positions, or hubs, that each offer production, development and
exploration opportunities to provide greater control and a more detailed
understanding of the assets. With continuing development and exploration
in the Gulf of Thailand and the success of the West Kerendan-1 gas
discovery in Indonesia, the Salamander Group’s production is expected to
increase to approximately 15,000 boepd by 2017.
The key factors affecting the Company’s results of operations and financial
condition, and those that are expected to affect the Combined Group’s
results of operations and financial condition in the future, include the
following:
* acquisition, exploration and development expenditure and success
rates;
* rapid expansion of the Company’s operations;
* oil and gas prices;
* foreign exchange;
* issues of Ophir Shares; and
* the acquisition of Salamander.

B.5 Description of the The Company is currently the ultimate holding company of the Ophir
Combined Group Group. If the Scheme becomes effective, the Company will become the
ultimate holding company of the Combined Group.

7
B.6 Major shareholders As at the Latest Practicable Date, insofar as it is known to the Directors
from notifications received by the Company in accordance with the
Disclosure and Transparency Rules or the Takeover Code, the names of
each person, other than a Director, who, directly or indirectly, is interested
in three per cent. or more of the voting rights attaching to the issued share
capital of the Company, and the amount of such person’s interest, is as
follows:
As at the Latest Immediately following the
Practicable Date Transaction

Percentage of Number of Percentage of

Number of issued Ophir Ophir issued Ophir
Shareholders Ophir Shares Shares Shares(1) Shares(2)

Capital Group Companies 75,808,712 13.180% 75,808,712 10.408%

Kulczyk Investments S.A.(3) 56,607,366 9.842% 56,607,366 7.772%
BlackRock Group 53,256,563 9.259% 57,029,530 7.830%
SailingStone Capital Partners
LLC 50,069,414 8.705% 69,821,734 9.586%
Hotchkis & Wiley Cap
Mngmnt LLC 39,136,348 6.804% 39,136,348 5.373%
M&G Inv Management Ltd 37,853,922 6.581% 40,808,509 5.603%
Janus Capital 33,022,505 5.741% 33,022,505 4.534%
Wellington Mnt. Co 28,416,424 4.940% 28,416,424 3.901%
Mittal Investments S.a.r.l 25,314,653 4.401% 25,314,653 3.476%
The Vanguard Group 19,784,717 3.440% 21,279,986 2.922%

Notes:
(1) Calculated by reference to the number of New Ophir Shares such Shareholder will receive
under the Transaction on the basis of the number of Ophir Shares set out in this table and
the number of Salamander Shares held by such Shareholder in Salamander as at the
Latest Practicable Date as disclosed in the most recent disclosure by such Shareholder
under Rule 8 of the Takeover Code.
(2) Calculated by reference to the issued share capital of the Company of 575,186,914
Existing Ophir Shares as at the Latest Practicable Date (excluding Ophir Shares held in
treasury) and on the assumption that: (a) 153,163,173 New Ophir Shares are issued on the
Effective Date in connection with the Transaction; and (b) Ophir does not issue any
further new Ophir Shares or undertake any buybacks of Ophir Shares in the period
between the Latest Practicable Date and the Effective Date.
(3) Kulczyk Investments S.A. indirectly owns a 100 per cent. interest in Oil and Gas
Exploration Limited and includes Hydrocarbon Investments Limited.
Save as set out above, the Company is not aware of any person who, as at
the Latest Practicable Date, exercises, or could exercise, directly or
indirectly, jointly or severally, control over the Company.
None of the major shareholders of the Company set out above has
different voting rights from any other holder of ordinary Existing Ophir
Shares in respect of any ordinary Existing Ophir Shares held by them.

8
The interests of the Directors and of members of Senior Management (and
of persons connected with them) in the share capital of the Company (all of
which are beneficial unless otherwise stated), as at the Latest Practicable
Date, are as follows (not including options disclosed below):
As at the Latest Immediately following the
Practicable Date Transaction

Percentage of Number of Percentage of

Number of issued Ophir Ophir issued Ophir
Name Ophir Shares Shares Shares(1) Shares(1)

Nicholas Smith ...................... 128,000(2) 0.022% 128,000(2) 0.018%

Dr Nicholas Cooper .............. 770,001(3) 0.134% 1,257,031(3) 0.173%
Bill Higgs ............................... 0 0.0% 0 0.00%
Ronald Blakely ...................... 47,000(4) 0.008% 47,000(4) 0.006%
Alan Booth ............................ 125,000(5) 0.022% 125,000(5) 0.017%
Vivien Gibney ........................ 10,000 0.002% 10,000 0.001%
Lyndon Powell....................... 33,600 0.006% 33,600 0.005%
Bill Schrader .......................... 10,200 0.002% 10,200 0.001%
Clark Brannin ........................ 0 0.00% 0 0.00%
Andrew Brown....................... 0 0.00% 0 0.00%
Michael Fischer ..................... 0 0.00% 0 0.00%
Andrew Oldham .................... 0 0.00% 0 0.00%
Oliver Quinn .......................... 835 0.00% 835 0.00%
Gawain Ross.......................... 6,155(6) 0.001% 6,155(6) 0.001%
Tony Rouse ........................... 0 0.00% 106,347(7) 0.015%
Dato Sandroshvili .................. 0 0.00% 0 0.00%
Dina Taylor ........................... 0 0.00% 0 0.00%

Note:
(1) Calculated by reference to the issued share capital of the Company of 575,186,914
Existing Ophir Shares as at the Latest Practicable Date (excluding Ophir Shares held in
treasury) and on the assumption that: (a) 153,163,173 New Ophir Shares are issued on the
Effective Date in connection with the Transaction; and (b) Ophir does not issue any
further new Ophir Shares or undertake any buybacks of Ophir Shares in the period
between the Latest Practicable Date and the Effective Date.
(2) Mr Smith holds a beneficial interest in 128,000 Ophir Shares. The legal interest is held by
Vestra Nominees Limited.
(3) Dr Cooper holds a beneficial interest in 769,201 Ophir Shares. The legal interest is held by
Goldman Sachs International. The beneficial interest in 800 Ophir Shares is held by a
connected person, Alison Nightingale. The legal interest is held by James Capel
(Nominees) Ltd. As at 14 January 2015, Dr Cooper also held a beneficial interest in
851,600 Salamander Shares, 1,600 of which were held by a connected person, Alison
Nightingale.
(4) Mr Blakely and members of his family hold a beneficial interest in 47,000 Ophir Shares.
The legal interest is held by RBC Dominion Securities.
(5) Mr Booth holds a beneficial interest in 125,000 Ophir Shares. The legal interest is held by
TD Direct Investing Nominees (Europe) Ltd.
(6) Mr Ross has a beneficial interest in 6,155 Ophir Shares. The legal interest is held by his
wife.
(7) Mr Rouse holds a beneficial interest in 185,953 Salamander Shares and also holds up to
236,654 options under the Salamander Share Schemes that vest, subject to performance
criteria, in May 2015 and up to 190,903 options under the Salamander Share Schemes
that vest, subject to performance criteria, in April 2016. The number of Ophir Shares
immediately following the Transaction assumes these options do not vest on or prior to
the Effective Date.

The interests of the Directors and the Senior Management and their
connected persons together represented approximately 0.197 per cent. of
the issued share capital of the Company as at the Latest Practicable Date
and are expected to represent approximately 0.237 per cent. of the issued
share capital of the Company immediately following Completion of the
Transaction).
In addition to the above, a total of 3,408,023 options over Ophir Shares
have been granted to the Directors and Senior Management under the
Ophir Share Schemes.

9
B.7 Selected historical key FINANCIAL INFORMATION ON THE OPHIR GROUP
financial information
Consolidated Income Statement
6 months 6 months
ended ended 30 June Year ended Year ended Year ended
30 June 2014 2013 31 December 31 December 31 December
(unaudited) (unaudited) 2013 2012 2011

(US$’000)
Revenue................................. — — — — —
Gain on farm out.................. 673,020 — — — 13,844
Other income ........................ — 12 12 12 834
Exploration expenses ............ (67,706) (3,779) (229,103) (4,521) (15,688)
General & administration
expenses................................. (27,217) (15,723) (32,098) (36,394) (16,156)
Other operating expenses ...... (774) (520) (46,357) (1,676) (870)
Finance expenses................... — — — — (1,039)
Operating loss........................ 577,323 (20,010) (307,546) (42,579) (19,075)
Finance income ..................... 12,113 636 27,079 1,636 —
Profit/(Loss) before tax ......... 589,436 (19,374) (280,467) (40,943) (19,075)
Taxation ................................ (250,383) — 34,660 228 —

Loss from continuing

operations for the period/year 339,053 (19,374) (245,807) (40,715) (19,075)

Consolidated Balance Sheet

As at 30 June As at 30 June As at As at As at
2014 2013 31 December 31 December 31 December
(unaudited) (unaudited) 2013 2012 2011

(US$’000)
Non-current assets ................ 766,677 1,186,754 1,153,301 1,031,918 329,935
Current assets........................ 1,550,408 869,481 700,809 250,054 412,033
Total assets ........................... 2,317,085 2,056,235 1,854,110 1,281,972 741,968
Non-current liabilities ........... (27,322) (57,251) (21,043) (57,273) (384)
Current liabilities .................. (267,922) (104,981) (156,158) (120,249) (28,524)
Total liabilities ...................... (295,244) (162,232) (177,201) (177,522) (28,908)
Net assets .............................. 2,021,841 1,894,003 1,676,909 1,104,450 713,060

Equity .................................... 2,021,841 1,894,003 1,676,909 1,104,450 713,060

Consolidated Cash flow

6 months 6 months
ended ended Year ended Year ended Year ended
30 June 2014 30 June 2013 31 December 31 December 31 December
(unaudited) (unaudited) 2013 2012 2011

(US$’000)
Operating cash flows............. (231,955) (21,243) (14,901) (29,907) (22,469)
Cash flows from investing
activities ................................ 757,499 (526,047) (532,946) (380,690) (43,893)
Cash flows from financing
activities ................................ 1,486 803,102 810,568 243,013 373,072
Net increase (decrease) in cash
and cash equivalents............... 527,030 255,812 262,721 (167,584) 306,710
Cash and cash equivalents at
the start of the year .............. 506,762 227,743 227,743 396,585 89,925
Effect of foreign exchange
rate changes .......................... 7,031 2,048 16,298 (1,258) (50)

Cash and cash equivalents at

the end of the year................. 1,040,823 485,603 506,762 227,743 396,585

10
FINANCIAL INFORMATION ON THE SALAMANDER GROUP
Consolidated Income Statement

Consolidated Balance Sheet

11
Consolidated Cash Flow Statement

The following significant changes to financial condition and operating

results of the Ophir Group during those periods:
– In the year ended 31 December 2011, the Ophir Group capitalised
US$70.4 million of exploration and evaluation (‘‘E&E’’) expenditure,
wrote off US$13.4 million of E&E expenditure and expensed
US$2.3 million in connection with pre-license activities. In July
2011, the Ophir Group raised gross proceeds of US$394.8 million as
a result of the Initial Public Offering.
– In the year ended 31 December 2012, the Ophir Group capitalised
US$415.5 million of E&E expenditure, wrote off no E&E expenditure
and expensed US$4.5 million in connection with pre-licence
exploration activities. On 2 February 2012, the Ophir Group
acquired 100 per cent. of the share capital of Dominion, a group
incorporated in Bermuda that was admitted to trading on AIM prior
to the acquisition. The purchase consideration of US$220,221,437
was satisfied by a combination of cash and equity. The Ophir Group
issued 38,790,455 new shares with a fair value of US$181.5 million.
In March 2012, the Ophir Group completed a placing of 30,500,000
Ophir Shares at a price of £4.95 per share, raising gross proceeds of
US$263,399,000.
– In the year ended 31 December 2013, the Ophir Group wrote off
US$54.0 million of E&E expenditure, expensed US$2.4 million in
connection with pre-licence exploration activities and incurred
impairment charges related to exploration of US$172.4 million. In
March 2013, the Ophir Group undertook a placing of 19,850,000
Ophir Shares at a price of £4.60 per share and a 2-for-5 rights issue of
168,025,675 Ophir Shares at a price of £2.75 per share.
– In the six months ended 30 June 2014, the Ophir Group recognised a
gain on farm out of US$673.0 million for the six months ended
30 June 2014 following the completion in March 2014 of its sale of a
20 per cent. interest in Blocks 1, 3 and 4 offshore of Tanzania to
Pavilion pursuant to a farm out agreement dated 14 November 2013.
There has been no significant change in the financial and operating results
of the Ophir Group since 30 June 2014, being the date to which the last
published unaudited interim condensed financial statements were prepared.

12
B.8 Selected key financial The unaudited consolidated pro forma financial information of the
information Combined Group set out below has been prepared in a manner
consistent with the accounting policies adopted by the Ophir Group in
preparing the historical consolidated financial information for the financial
year ended 31 December 2014, on the basis set out in the notes below and
in accordance with Annex II to the Prospectus Directive Regulation.
Unaudited pro forma income statement for the six months ended 30 June
2014
Adjustments

Salamander Combined
Group for the Group Pro
Ophir Group six months forma for the
for the six ended 30 June Acquisition six months
months ended 2014 (as accounting ended 30 June
30 June 2014 reconciled) adjustments 2014
Notes (1) (2) (3) (4)

(US$’000s)
Revenue ...................................... — 177,781 — 177,781

Cost of sales:
Operating costs.......................... — (39,689) — (39,689)
Royalty payable......................... — (15,460) — (15,460)
Amortisation of oil and gas
properties ................................... — (40,813) (9,144) (49,957)
Movement in inventories of oil . — 6,602 — 6,602

Total cost of sales ...................... — (89,360) (9,144) (98,504)

Gross profit ................................ — 88,421 (9,144) 79,277

Gain on farm out ...................... 673,020 — — 673,020
Exploration expenses (67,706) 12,998 (389,024) (443,732)
General & administration
expenses ..................................... (27,217) (4,996) — (32,213)
Other operating expenses .......... (774) — (20,640) (21,414)
Share of profit of investments
accounted for using the equity
method....................................... — 7,856 — 7,856

Operating profit ......................... 577,323 104,279 (418,808) 262,794

Finance income.......................... 12,113 1,685 — 13,798
Finance costs ............................. — (16,917) — (16,917)
Other financial (losses)/ gains .... — (2,936) — (2,936)

Profit / (loss) from continuing

operations before taxation.......... 589,436 86,111 (418,808) 256,739
Taxation .................................... (250,383) (94,296) 18,900 (325,779)

Profit / (loss) for the period........ 339,053 (8,185) (399,908) (69,040)

13
Unaudited pro forma statement of financial position as at 30 June 2014
Adjustments

Ophir Group Salamander

net assets as Group net Combined
at 30 June assets as at Acquisition Group Pro
2014 (as 30 June 2014 accounting forma as at
reported) (as reconciled) adjustments 30 June 2014
Notes (1) (2) (3) (4)

(US$’000s)
Non-current assets
Goodwill ................................ 20,868 — 114,362 135,230
Exploration and evaluation
assets ...................................... 722,528 539,024 (389,024) 872,528
Property, plant and
equipment .............................. 6,821 725,104 151,896 883,821
Financial assets ...................... 16,460 57,211 — 73,671
Investments accounted for
using the equity method ........ — 46,664 181,336 228,000

Total noncurrent assets.......... 766,677 1,368,003 58,570 2,193,250

Current assets
Inventory................................ 23,316 51,228 — 74,544
Trade and other receivables... 36,269 25,033 — 61,302
Cash and cash equivalents..... 1,040,823 133,773 (20,640) 1,153,956
Financial assets ...................... — 843 — 843
Investments ............................ 450,000 — — 450,000

Total current assets................ 1,550,408 210,877 (20,640) 1,740,645

Total assets ............................ 2,317,085 1,578,880 37,930 3,933,895

Current liabilities
Trade and other payables ...... (211,367) (95,857) — (307,244)
Bank borrowings due within
one year ................................. — (80,226) — (80,226)
Convertible bonds.................. — (91,897) — (91,897)
Taxation payable ................... (21,157) (75,436) — (96,593)
Provisions............................... (35,398) — — (35,398)

Total current liabilities .......... (267,922) (343,416) — (611,338)

Noncurrent liabilities
Deferred income tax .............. (26,968) (215,559)
Bank borrowings ................... — (223,632)
Bonds payable........................ — (145,596)
Provisions............................... (354) (52,614)
(315,000) (557,527)
— (223,632)
— (145,596)
— (52,968)

Total noncurrent liabilities .... (27,322) (637,401) (315,000) (979,723)

Total liabilities ....................... (295,244) (980,817) (315,000) (1,591,061)

Net assets ............................... 2,021,841 598,063 (277,070) 2,342,834

Notes:
(1) The Ophir Group financial information for the year ended 31 December 2013 has been
extracted without material adjustment from the audited consolidated financial statements
of the Ophir Group for the year ended 31 December 2013. No adjustment has been made
to reflect the trading results of the Ophir Group since 31 December 2013. The financial
information as at 30 June 2014 has been extracted without material adjustment from the
unaudited interim results of the Ophir Group for the six months ended 30 June 2014.
(2) The consolidated income statement and balance sheet for the year ended 31 December
2013 and the six months ended 30 June 2014 of the Salamander Group has been extracted
without adjustment from notes 2 and 3 respectively to the table in section 3 of Part V
(Reconciliation of Financial Information on the Salamander Group on the basis of the
Accounting Policies of the Ophir Group) of the Circular which has been incorporated into
Part VIII (Unaudited Pro Forma Financial Information of the Combined Group) of this
Prospectus.

14
(3) (a) The unaudited pro forma statement of net assets as at 30 June 2014 has been prepared
on the basis that the Transaction will be treated as an acquisition of the Salamander
Group by the Ophir Group in accordance with IFRS 3 – Business Combinations. For
purposes of the pro forma, the excess purchase consideration over the book value of
the net assets acquired has been attributed to goodwill and no pro forma impairment
charge has been applied to the goodwill balance in the period presented. The
preliminary goodwill arising has been calculated as follows:
US$’000s

Total consideration transferred (i) ............................................. 320,993

Less book value of net assets acquired ...................................... (598,063)
Acquisition accounting adjustments (ii) ..................................... (277,070)
Goodwill purchase (before measurement of the assets acquired
and liabilities assumed at their fair value on the Effective Date) 135,230
Note:
(i) The calculation of the consideration is based on the Closing Price of Ophir
Shares of 137.10 pence and a US$/GBP exchange rate of 1.511 on 7 January
2015, being the latest practicable date for the purposes of the pro forma
statement and assumes that there will be 270,940,133 Salamander Shares in issue
not already owned by the Ophir Group or held by Salamander Group at
completion and that each Salamander Share will be exchanged for 0.5719 of an
Ophir Share. The calculation of the actual consideration to be reflected in the
first set financial statements prepared of the Ophir Group to be prepared after
the transaction has been completed will be based on the actual share price and
foreign exchange rate of the closing date of the transaction, which may be
materially different from that included in the pro forma.
(ii) The acquisition accounting adjustments relate to the fair value measurement of
the acquired assets and liabilities of the Salamander Group on the basis that the
Transaction will be treated as an acquisition of the Salamander Group by the
Ophir Group in accordance with IFRS 3 – Business Combinations.
(iii) The adjustments in respect of Exploration and evaluation assets, Property, plant
and equipment and Investments for using the equity method relate the
assessment of the fair value of interests in oil and gas assets. These have been
based on economic models prepared in respect of these assets using the
information currently available which includes the competent person’s reports
with respect to reserves, production sales contracts and other forecast data
including oil and gas production, future capital expenditure and operating
expenditure.
Summarisation of the acquisition accounting adjustments included in the pro forma
and its impact on the Combined Group:
Net assets as at 30 June 2014:
* Exploration and evaluation assets (US$389,024 thousand) have decreased as
a result of the valuation performed by the Ophir Group.
* Property, plant and equipment (US$151,896 thousand) has increased as a
result of the valuation performed by the Ophir Group.
* Investments accounted for using the equity method (US$181,336 thousand)
have increased as a result of the valuation performed by the Ophir Group.
The calculation of the fair value by the Ophir Group of Investments
accounted for using the equity method has been performed on the basis of
the valuation of the underlying oil and gas assets held by the investee.
* Deferred income tax (US$237,000 thousand) has increased as a result of the
increase in the fair value of Property, plant and equipment (US$151,896
thousand). The Ophir Group has calculated the deferred tax liability balance
(US$237,000 thousand) by applying the prevailing corporate tax rate to the
difference in the value between the brought forward tax carrying value of the
assets and their fair value as at 30 June 2014. The corporate tax rates applied
for the purposes of calculating the deferred tax liability have been 50 per cent.
for assets held in Thailand and 44 per cent. for those assets held in
Indonesia.
* The Ophir Group has estimated the other remaining assets and liabilities’ on
the basis that their fair value is approximate to their carrying value in the
Salamander Group’s balance sheet as at 30 June 2014.
Income Statement for the six months ended 30 June 2014:
* Amortisation of oil and gas properties (US$9,144 thousand) for the six
months ended 30 June 2014 has been increased to reflect the increase in the
amount of Property, plant and equipment (US$151,896 thousand). The
increase in the Amortisation of oil and gas properties (US$9,144 thousand)
has calculated at the same rate as that of the Salamander Group for the six
months ended 30 June 2014.
* Exploration expenses (US$389,024 thousand) for the six months ended
30 June 2014 has been increased to reflect the decrease in the amount of
Exploration and evaluation assets (US$389,024).
* Taxation (US$14,220 thousand) for the six months ended 30 June 2014 has
decreased to reflect the increase in the Amortisation of oil and gas properties
(US$9,144 thousand).

15
 Income Statement for the year ended 31 December 2013:
* Amortisation of oil and gas properties (US$28,806 thousand) for the year
ended 31 December 2013 has been increased to reflect the increase in the
amount of Property, plant and equipment (US$151,896 thousand). The
increase in the Amortisation of oil and gas properties (US$28,806 thousand)
has calculated at the same rate as that of the Salamander Group for the year
ended 31 December 2013.
* Exploration expenses (US$389,024 thousand) for the year ended
31 December 2013 has been increased to reflect the decrease in the
amount of Exploration and evaluation assets (US$389,024).
* Taxation (US$45,030 thousand) for the year ended 31 December 2013 has
decreased to reflect the increase in the Amortisation of oil and gas properties
(US$28,806 thousand).
The fair values of all the assets and liabilities acquired in the transaction that will be
included in the first set of financial statements prepared after the transaction has been
completed, will be determined based on the closing date, and this may differ
materially from those based in the pro forma. As a result, the change in measurement
of the fair value of the assets and liabilities acquired, the calculation of any goodwill
arising from the transaction may differ materially from that included in the pro
forma.
(b) Transaction costs expected to be incurred by the Ophir Group and the Salamander
Group as a result of the Transaction of approximately US$11.64 million and
US$9.0 million respectively have been recognised as an operating expense and
deducted from cash and cash equivalents in the unaudited consolidated pro forma
income statement and balance sheet respectively. These costs will not have a
continuing impact on the Combined Group.
No adjustments have been made to the unaudited pro forma to reflect transactions or activities
including any expected synergies or costs savings or any other transactions, of the Ophir
Group or the Salamander Group since 30 June 2014.

The unaudited consolidated pro forma income statements and unaudited

pro forma statement of financial position of the Combined Group have
been prepared for illustrative purposes only, in accordance with item 20.2
of Annex I to the Prospectus Directive Regulation. The unaudited pro
forma income statement has been prepared to illustrate the effect on
earnings of the Combined Group in the six months ended 30 June 2014 as
if the Transaction had taken place on 1 January 2014. The unaudited pro
forma statement of financial position has been prepared to illustrate the
effect on assets and liabilities of the Combined Group as at 30 June 2014 as
if the Transaction had taken place on that date.

B.9 Profit forecast or estimate Not applicable. Neither Ophir nor Salamander has made a profit forecast
or estimate.

B.10 Audit report on the Not applicable. There are no qualifications included in any audit report on
historical financial the historical financial information included in this Prospectus.
information –
qualifications

B.11 Insufficient working Not applicable.

capital
In the opinion of the Company, the working capital available to the Ophir
Group is sufficient for its present requirements, that is for at least the next
12 months following the date of this Prospectus.
In the opinion of the Company, the working capital available to the
Combined Group is sufficient for its present requirements, that is for at
least the next 12 months following the date of this Prospectus.

16
 Section C – Securities
Element
C.1 Type and class of Ordinary shares in the capital of the Company, with the New Ophir Shares
securities being offered to be issued pursuant to the Transaction.
When admitted to trading, the International Securities Identification
Number (ISIN) for the New Ophir Shares will be GB00B24CT194.

C.2 Currency of the securities The Ophir Shares are denominated in sterling.
issue

C.3 Number of issued and On the Latest Practicable Date, the Company had 575,186,914 Ophir
fully paid Ophir Shares Shares in issue (all of which were fully paid or credited as fully paid) and
and par value 18,139,530 Ophir Shares held in treasury.
The Ophir Shares have a par value of 0.25 pence each.

C.4 Rights attached to the The New Ophir Shares will be ordinary shares in the capital of Ophir with
Ophir Shares a nominal value of 0.25 pence each, will be issued credited as fully paid and
will rank pari passu in all respects with the Ophir Shares in issue at the date
of this Prospectus, save that they will only participate in any dividend
which is made, declared or paid by Ophir after 24 November 2014.
The Ophir Shares rank equally for voting purposes. On a show of hands,
each Shareholder has one vote and, on a poll, each Shareholder has one
vote for every Ophir Share held.
Each Ophir Share ranks equally for any dividend declared and all
dividends shall be declared and paid according to the amounts paid up on
the Ophir Shares.
Each Ophir Share ranks equally for any distributions made on a winding
up of the Company.
Each Ophir Share ranks equally in the right to receive a relative proportion
of shares in the case of a capitalisation of reserves.

C.5 Restrictions on transfer The Ophir Shares are freely transferable and there are no restrictions on
transfer. However, the making of the proposed issue of New Ophir Shares
to persons located or resident in, or who are citizens of, or who have a
registered address in countries other than the United Kingdom, may be
affected by the law or regulatory requirements of the relevant jurisdiction,
which may include restrictions on the free transferability of such New
Ophir Shares.

C.6 Application for admission The Existing Ophir Shares are currently admitted to trading on the
to trading on regulated London Stock Exchange’s main market for listed securities. Application
market will be made to the London Stock Exchange for the New Ophir Shares to
be admitted to trading on its main market for listed securities.
The London Stock Exchange’s main market is a regulated market.

C.7 Dividend policy The Directors do not anticipate paying dividends in the near future. The
Directors will continue to evaluate the Company’s dividend policy
following Completion. The Directors envisage that, if dividends are paid
in the future, the Company’s dividend policy would be determined based
on, and depend on, the results of the Company’s operations, financial
condition, cash requirements, prospects, profits available for distribution
and other factors deemed to be relevant at the time.

17
 Section D – Risks
Element
D.1 Key information on key * While Ophir believes that the business growth opportunities, cost
risks relating to the savings and synergies expected to arise from the Transaction have
Combined Group or its been reasonably estimated, unanticipated events or liabilities may
industry arise which result in a delay or reduction in the benefits derived from
the Transaction, or in costs significantly in excess of those estimated.
This may result in the Combined Group’s results of operations,
financial condition and/or prospects, and the price of New Ophir
Shares, being adversely affected.
* The Combined Group’s future prospects will, in part, be dependent
on effective integration of the Ophir Group and Salamander Group,
including with respect to key employees and operational systems.
* The Ophir Group does not currently produce any oil or gas and,
although the Ophir Group has made some discoveries, it does not
currently have any oil or gas reserves. Furthermore, as part of
Ophir’s active portfolio management, the Ophir Group may dispose
of all or part of an asset in which discoveries have been made. If the
Transaction does not complete Ophir may never produce any oil or
gas and never have any earnings.
* Although the Salamander Group currently has two producing assets,
following Completion the overall Combined Group’s total reserves
and resources will consist of contingent and prospective resources.
Accordingly, the success of the Combined Group will still depend on
its ability to acquire, find, develop and commercially exploit
resources and reserves, which are capital intensive activities.
* Oil and gas prices are subject to volatility due to a variety of factors
beyond Ophir’s and Salamander’s control. Prices have recently
declined considerably, which has had, and may continue to have, a
significant impact on the Ophir Group, the Salamander Group and,
following Completion, the Combined Group and there can be no
assurance that a recovery in oil and gas prices will be forthcoming. In
particular, Salamander’s revenues, profitability and cash flows
depend substantially on the prices at which it sells its natural gas,
crude oil and condensate.
* The oil and gas contingent and prospective resources data contained
in this Prospectus are estimates only and are inherently uncertain.
* Appraisal and development activities involving the drilling of wells
may be unpredictable and not result in the outcome planned, targeted
or predicted, as extensive testing is required to understand the
properties of a discovery. In addition, such activities may require
further additional funding and significant infrastructure, including
storage, transportation or processing capacity.
* Oil and gas exploration, development and production can be
dangerous and involve numerous risks and hazards, including
health, safety and environmental risks, particularly in the case of
deepwater operations, as was seen in the Gulf of Mexico in 2010.
* Gas discoveries may require Ophir and, following Completion, the
Combined Group, to invest in or have access to LNG development
projects which have long lead times and require material investment
in receipt, processing and transportation infrastructure and the
marketing of LNG.
* Ophir’s and Salamander’s businesses require and, following
Completion, the Combined Group’s business will require significant
capital expenditure and the future expansion and development of

18
 their businesses could require future debt and equity financing. The
future availability of such funding is not certain.
* The Ophir Group and the Salamander Group operate and, following
Completion, the Combined Group will operate, in jurisdictions that
are subject to significant political, economic, legal, regulatory and
social uncertainties. In some of the jurisdictions in which the Ophir
Group and the Salamander Group operate and following
Completion, where the Combined Group will operate, there is a
history of civil and political conflict including civil war and
government change by coup d’état.
* The Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s businesses depend on permits
and consents granted by the authorities of the countries where the
Ophir Group, the Salamander Group and, following Completion, the
Combined Group operate and may experience substantial delays or
increased costs in obtaining all necessary permits.
* The Ophir Group and the Salamander Group conduct and following
Completion, the Combined Group will conduct business in
jurisdictions with inherent risks relating to fraud, bribery and
corruption.
* Tax regimes in certain jurisdictions in which the Ophir Group, the
Salamander Group and, following Completion, the Combined
Group will have a presence may be subject to differing
interpretations and are often subject to legislative change and
changes in administrative interpretation in those jurisdictions. Such
changes may be implemented with retrospective effect and as a result,
transactions may be challenged by tax authorities and any profits
from activities in those jurisdictions may be assessed to additional tax
or additional transactional taxes.

D.3 Key information on key * The price of Ophir Shares could be volatile as a result of a number of
risks relating to the factors including fluctuation in the price of oil, gas and other
Ophir Shares petroleum products and the results of exploration, development and
appraisal programmes.
* The sale of Ophir Shares by substantial Ophir Shareholders could
depress the price of Ophir Shares.
* Any change in current tax law or practice could adversely affect
holders of Ophir Shares.
* Holders of Ophir Shares in the United States and other overseas
jurisdictions may not be able to participate in future equity offerings
of Ophir Shares.

19
 Section E – Transaction
Element
E.1 Total net proceeds and The total costs and expenses relating to the issue of this Prospectus, the
estimated total expenses Circular and to the negotiation, preparation and implementation of the
Transaction are estimated to be between £6,380,000 and £7,700,000
million, (excluding VAT, the Takeover Panel fee and the UK Listing
Authority listing fee) and are payable by the Company.

E.2a Reasons for the Not applicable. This Prospectus and the Transaction does not constitute
Transaction, use of an offer or invitation to any person to subscribe for or purchase any shares
proceeds, estimated net in Ophir or Salamander. Ophir and Salamander will not receive any
amount of the proceeds proceeds as a result of the proposed issue of New Ophir Shares.
The Board of Directors of Ophir believe there is compelling strategic logic
for a combination of the two businesses that would substantially benefit
the shareholders of both companies. The Combined Group would have a
strong balance sheet, enhanced operating capability in both Africa and
South East Asia, and deep expertise across key technical and commercial
functions. The Combined Group has the opportunity to generate
immediate operating and financial synergies across the combined
portfolio. Leveraging Ophir’s exploration track record and financial
strength and Salamander’s established Asian operating platform, the
Combined Group would be well-positioned to accelerate exploration
activity in Salamander’s licences in offshore Thailand, and in Ophir’s
recently acquired acreage in Myanmar and Indonesia, while continuing to
pursue the significant opportunity set in South East Asia. The combination
would provide shareholders with exposure to 21 production, development
and exploration blocks in South East Asia, as well as to Ophir’s extensive
footprint in Africa.
Ophir, as enlarged by the combination with Salamander, will benefit from
diversified funding sources, which will significantly enhance the long-term
sustainability of the combined business. Salamander’s current production
base is highly cash generative and, as anticipated production grows over
the coming years, Ophir plans to use its strong balance sheet position to
enhance the cash flow returns from the underlying assets. This cash flow
can be reinvested in Ophir’s proven business model, namely that of
exploration/appraisal and continued monetisation of exploration/appraisal
success.

E.3 Terms and conditions of Not applicable. This Prospectus and the Transaction does not constitute
the Transaction an offer or invitation to any person to subscribe for or purchase any shares
in Ophir or Salamander. Ophir and Salamander will not receive any
proceeds as a result of the proposed issue of New Ophir Shares.
For completeness, however, it is intended that the Transaction will be
effected by means of a court-sanctioned scheme of arrangement between
Salamander and the Salamander Shareholders under Part 26 of the
Companies Act.
The purpose of the Scheme is to provide for Ophir to become the holder of
the entire issued and to be issued ordinary share capital of Salamander.
The Transaction is also subject to the Conditions and further terms which
are summarised below:
* the approval of the Scheme and related resolutions by Salamander
Shareholders at the Court Meeting and the Salamander General
Meeting;
* the Scheme becoming unconditional and effective and being
sanctioned by the Court subject to the Takeover Code, by no later

20
 than 11.59 p.m. on 30 June 2015 or such later date (if any) as Ophir
and Salamander may agree and the Panel and the Court may allow;
* the passing of the Resolution by Ophir Shareholders at the Ophir
General Meeting; and
* the UK Listing Authority 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 listing on
the premium segment of the Official List has been approved and
(subject to satisfaction of any conditions to which such approval is
expressed) will become effective as soon as a dealing notice has been
issued by the UK Listing Authority and 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 on the London Stock Exchange’s
main market for listed securities.
The Transaction is also conditional upon: (a) the SONA SPA being
terminated by SEPT and SONA or, with the prior consent of Ophir, by
Salamander and SEBHL, in each case in accordance with the relevant
provisions of the SONA SPA; (b) with the prior consent of Ophir, the
SONA SPA being terminated by agreement of the parties to the SONA
SPA otherwise than in accordance with the relevant provisions of the
SONA SPA; or (c) Salamander Shareholders not passing any SONA
Disposal Shareholder Approval Resolution and the proposed SONA
Disposal subsequently being terminated. Ophir has the right to waive this
Condition.
On 14 January 2015, Salamander and SONA announced their intention to
terminate the SONA SPA on mutually acceptable terms (subject to
finalisation of the documentation to effect such termination and, in
Salamander’s case, the consent of Ophir). The formal agreement to
terminate the SONA SPA (and related transaction documentation) is
expected to be finalised after the latest practicable date prior to the posting
of this document and a public announcement by Salamander will be made
when such agreement is concluded. Once terminated with the consent of
Ophir, such termination will satisfy the SONA Condition.
In circumstances where the termination agreement in respect of the SONA
SPA is not concluded, and in light of the unanimous recommendation of
the Salamander Directors to Salamander Shareholders to vote in favour of
the Transaction, Salamander would defer any further action seeking
Salamander Shareholder approval of the SONA Disposal until after the
results of the Ophir General Meeting, expected to be held at 11:00 a.m. on
Friday 6 February 2015. Assuming the respective shareholders of Ophir
and Salamander both vote in favour of the Transaction, in conjunction
with Ophir, Salamander would then decide the most appropriate means by
which the SONA Condition would be satisfied.
The Transaction can only become Effective if all Conditions, including
those described above, have been satisfied or, if capable of waiver, waived
(including any waiver of the condition in respect of the termination of the
SONA Disposal). If any Condition is not capable of being satisfied by the
date specified therein, Ophir shall make an announcement through a
Regulatory Information Service as soon as practicable and, in any event,
by no later than 8.00 a.m. on the Business Day following the date so
specified, stating whether Ophir has invoked that Condition, waived that
Condition or, with the agreement of Salamander, specified a new date by
which that Condition must be satisfied.
Once the necessary approvals from Salamander Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme will only become effective if approved by

21
 the Court and upon delivery of the Court Order(s) to the Registrar of
Companies. Subject to satisfaction (or waiver) of the Conditions, the
Scheme is expected to become effective before 31 March 2015.

E.4 Material interests Not applicable. There is no interest, including any conflicting interest,
which is material to the Transaction.

E.5 Selling shareholders and Not applicable. No person is offering to sell any Ophir Shares as part of
lock-up agreements the Transaction and as such there are no selling shareholders.

E.6 Dilution Assuming the issue of 153,163,173 New Ophir Shares pursuant to the
Transaction, no other issues of new Ophir Shares by Ophir between the
Latest Practicable Date and Admission and no further buybacks of Ophir
Shares by Ophir between the Latest Practicable Date and Admission, the
Existing Ophir Shares will represent 79.0 per cent. of the total issued Ophir
Shares immediately following Admission.

E.7 Estimated expenses Not applicable. No expenses will be charged to investors by the Company.
charged to investor

22
 RISK FACTORS
Investing in and holding Ophir Shares involves financial and other risks. Prior to investing in Ophir
Shares, investors should carefully consider all of the information contained in this Prospectus (including
any information incorporated by reference), paying particular attention to the risks factors set out below.
Investors should note that the risk factors set out below do not purport to be a complete list or
explanation of all risk factors that may affect Ophir, Ophir Shares or the Transaction. Additional risks
and uncertainties not currently known to Ophir or which Ophir currently deems immaterial may arise or
become material in the future. Due to the fact that the Ophir Group’s and the Salamander Group’s
respective operations are of a similar nature in many respects, some of the risks set out below (other
than those relating to the Transaction itself) will not be new risks for Ophir which arise only on
completion of the Transaction. Rather, the potential impact of these existing risk factors will be
materially increased (in absolute terms) from Completion, as a result of the enhanced scale of the
operations of the Combined Group. Some risk factors will be new to Ophir, following Completion, due to
the diversified nature of the Combined Group. The occurrence of any of these risks may have a material
adverse effect on Ophir’s and, following the Scheme becoming effective, the Combined Group’s business,
results of operations, financial condition and/or prospects and/or the price of the Ophir Shares to the
detriment of Ophir and/or Ophir Shareholders and investors could lose all of their investment. Investors
should consider carefully whether an investment in Ophir Shares is suitable for them in light of the
information contained in this Prospectus and their personal circumstances.
Prospective investors should note that the risks relating to Ophir, Salamander, the Combined Group, its
industry and the Ophir Shares summarised in the section of this Prospectus headed ‘‘Summary’’ are the
risks that the Company and the Ophir Directors and the Proposed Director believe to be the most
essential to an assessment by a prospective investor of whether to consider an investment in the Ophir
Shares. However, as the risks which the Ophir, Salamander and the Combined Group face relate to
events and depend on circumstances that may or may not occur in the future, prospective investors
should consider not only the information on the key risks summarised in the section of this Prospectus
headed ‘‘Summary’’ but also, among other things, the risks and uncertainties described below.
You should consult a legal adviser, an independent financial adviser duly authorised under the FSMA or
a tax adviser for legal, financial or tax advice if you do not understand this Prospectus.

Part A: Risks relating to the Transaction

Conditions to the Transaction
The Transaction is subject to the satisfaction of a number of Conditions (which are set out in Part 3
of the Scheme Document) and further terms which are summarised below:
* the approval of the Scheme and related resolutions by Salamander Shareholders at the Court
Meeting and the Salamander General Meeting;
* the Scheme becoming unconditional and effective and being sanctioned by the Court subject to
the Takeover Code, by no later than 11.59 p.m. on 30 June 2015 or such later date (if any) as
Ophir and Salamander may agree and the Panel and the Court may allow;
* the passing of the Resolution by Ophir Shareholders at the Ophir General Meeting; and
* the UK Listing Authority 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 listing on the premium segment of the Official List has been approved and
(subject to satisfaction of any conditions to which such approval is expressed) will become
effective as soon as a dealing notice has been issued by the UK Listing Authority and 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 on the
London Stock Exchange’s main market for listed securities.
The Transaction is also conditional upon: (a) the SONA SPA being terminated by SEPT and SONA
or, with the prior consent of Ophir, by Salamander and SEBHL, in each case in accordance with the
relevant provisions of the SONA SPA; (b) with the prior consent of Ophir, the SONA SPA being
terminated by agreement of the parties to the SONA SPA otherwise than in accordance with the
relevant provisions of the SONA SPA; or (c) Salamander Shareholders not passing any SONA
Disposal Shareholder Approval Resolution and the proposed SONA Disposal subsequently being
terminated. Ophir has the right to waive this Condition.

23
The Transaction can only become Effective if all Conditions, including those described above, have
been satisfied or, if capable of waiver, waived (including any waiver of the condition in respect of the
termination of the SONA Disposal). If any Condition is not capable of being satisfied by the date
specified therein, Ophir shall make an announcement through a Regulatory Information Service as
soon as practicable and, in any event, by no later than 8.00 a.m. on the Business Day following the
date so specified, stating whether Ophir has invoked that Condition, waived that Condition or, with
the agreement of Salamander, specified a new date by which that Condition must be satisfied.
There is no guarantee that these (or any other) Conditions will be satisfied (or waived, if applicable).
Failure to satisfy any of the Conditions may result in the Transaction not being completed, which
would mean that costs of between £6,380,000 and £7,700,000 million (excluding VAT, the Takeover
Panel fee and the UK Listing Authority listing fee) in relation to the issue of this Prospectus, the
Circular and to the negotiation, preparation and implementation of the Transaction will have been
incurred by the Company with none of the potential benefits of the Transaction having been
achieved. It would also mean that management’s time spent in connection with the Transaction,
which could have otherwise been spent in connection with other aspects of the Ophir Group’s
business, will not have been spent productively.

Even if a material adverse change to the Salamander Group’s business or prospects was to occur, in certain
circumstances, Ophir may not be able to invoke the Conditions and terminate the Transaction, which could
reduce the value of Ophir Shares
Completion of the Transaction is also subject to there being no material adverse change affecting the
Salamander Group before the Scheme is sanctioned by the Court. However, under the Takeover
Code, except in limited circumstances, Ophir may only invoke a condition to the Transaction to cause
the Transaction not to proceed if the Panel is satisfied that the circumstances giving rise to that
condition not being satisfied are of material significance to Ophir in the context of the Transaction.
If a material adverse change affecting the Salamander Group were to occur and the Panel did not
allow Ophir to invoke a condition to cause the Transaction not to proceed, and the other Conditions
are satisfied (including the Ophir Shareholders passing the Resolution at the Ophir General Meeting)
the market price of Ophir Shares or the Combined Group’s business or financial condition may be
materially adversely affected.

Business growth opportunities, cost savings and synergies achieved may differ from those anticipated
While Ophir believes that the business growth opportunities, cost savings and synergies expected to
arise from the Transaction have been reasonably estimated, unanticipated events or liabilities may
arise which result in a delay or reduction in the benefits derived from the Transaction, or in costs
significantly in excess of those estimated.
The Combined Group may also face challenges with the following: redeploying resources in different
areas of operations to improve efficiency; minimising the diversion of management attention from
ongoing business concerns; and addressing possible differences between the Ophir Group’s business
culture, processes, controls, procedures and systems and those of the Salamander Group.
Additionally, the Transaction might affect the relationship that the Ophir Group and/or the
Salamander Group have with suppliers, third party service providers and joint venture partners, and
affect the performance and/or potential growth opportunities.
Under any of these circumstances, the business growth opportunities, cost savings and other synergies
anticipated by the Ophir Group to result from the Transaction may not be achieved as expected, or
at all, or may be delayed materially. To the extent that the Combined Group incurs higher
integration costs or achieves lower synergy benefits than expected, its and the Combined Group’s
results of operations, financial condition and/or prospects, and the price of New Ophir Shares, may
be adversely affected.

The Combined Group’s future prospects may, in part, be dependent on effective integration of the Ophir Group
and the Salamander Group, including with respect to key employees and operational systems
The Combined Group’s future prospects may, in part, be dependent upon the Combined Group’s
ability to integrate the Ophir Group and the Salamander Group successfully and any other businesses
that it may acquire in the future without material disruption to the existing business including as a
result of the integration of operational systems. The performance of the Combined Group in the
future will, amongst other things, also depend on the successful integration and motivation of key
employees from both the Ophir Group and the Salamander Group. It is possible that failure to retain

24
certain individuals during the integration period will affect the ability to integrate the Ophir Group
and the Salamander Group successfully into the Combined Group and could have a material adverse
effect on the Combined Group’s results of operations, financial conditions and/or prospects. This risk
factor should not, however, be interpreted as suggesting in any way that the Combined Group will
not have in place adequate systems and controls with respect to the monitoring of its financial
position and prospects.

Part B: Risks related to the Ophir Group, the Salamander Group and, following Completion, the Combined
Group

The Ophir Group does not currently produce oil or gas or have any reserves and, if the Transaction does not
complete, may never produce oil or gas or have any earnings
The Ophir Group does not currently produce any oil or gas and, although the Ophir Group has
made some discoveries, it does not currently have any oil or gas reserves. Furthermore, the Ophir
Group has a track record of portfolio management and monetising assets, and therefore may dispose
of all or part of an asset in which discoveries have been made.

If the Transaction does not complete and if the Ophir Group should make no discoveries from which
it is able to produce oil or gas commercially, or if appraisal and development of discoveries should
prove unsuccessful, the Ophir Group may never produce any oil or gas and never have any earnings.
This would have a material and adverse impact on the business, prospects, financial condition and
results of operations of the Ophir Group.

The Ophir Group’s operations are currently at an early stage and have experienced operating losses in each
year since its incorporation
The Ophir Group has experienced operating losses in each full year it has reported on since its
incorporation (however, Ophir did not experience operating losses in the six month period ending
30 June 2014 and 30 June 2011) and, as at 31 December 2013, the Company had incurred operating
losses of approximately US$307.5 million (as calculated in accordance with IFRS). If the Transaction
does not complete, the Ophir Group does not expect to earn operating revenues in the current and
medium-term future financial years as its exploration, development and appraisal activities continue. If
the Transaction does not complete there can be no assurance that the Ophir Group will ever earn
significant revenues or any revenues from operations at all, or achieve profitability, which could
impact the Ophir Group’s ability to sustain operations or obtain any further additional funds it may
require in the future to satisfy requirements beyond the Ophir Group’s current committed capital
expenditure for the next 12 months.

Exploration activities may not result in the discovery of commercially recoverable oil and/or gas
Although the Salamander Group currently has two producing assets, following Completion the
Combined Group’s total reserves and resources will also consist of contingent resources, which have
not been determined to be commercially recoverable and prospective resources, which have not been
discovered or determined to be commercially recoverable.

Accordingly, the success of the Combined Group following Completion will still depend on its ability
to acquire, find, develop and/or commercially exploit resources and reserves. Exploration and
development activities are capital intensive and their successful outcome cannot be assured. Following
Completion, the Combined Group will undertake exploration activities with no guarantee that such
expenditure will result in the discovery of commercially recoverable oil or gas.

There is a long lead time between discovery and production of oil and gas, particularly for gas.
During this long lead time, the Ophir Group, the Salamander Group and, following Completion, the
Combined Group may incur significant costs at a level which may be difficult to predict. It will also
have exposure to many of the risk factors described below, and may become exposed to additional
risks not currently envisaged. These risks may individually or collectively diminish the returns
obtainable by the Ophir Group, the Salamander Group and, following Completion, the Combined
Group in relation to any discovery or even the ability to realise any value from the discovery at all,
which may have a material adverse effect on the business, prospects, financial position and results of
operations of the Ophir Group, the Salamander Group and, following Completion, the Combined
Group.

25
The Salamander Group’s revenues, profitability and cash flows are, and following Completion, the Combined
Group’s revenues, profitability and cash flows will be, concentrated in a small number of producing assets
The large majority of the Salamander Group’s existing production capabilities are linked to the
Bualuang field. As a result, the Salamander Group is, and following completion the Combined Group
will be, exposed disproportionately to the impact of localised events or circumstances. Such adverse
conditions could include delays or interruptions to production from wells caused by transportation
capacity constraints, scarcity of equipment, facilities, personnel or services, political or social unrest,
significant adverse governmental regulation, natural disasters, adverse weather conditions, wars or
terrorist attacks. The concentrated nature of this asset portfolio results in such conditions having a
relatively greater impact on the Combined Group’s results of operations than they might have if the
Combined Group had a more diversified portfolio of production assets with wider geographic
exposure.

Oil and gas prices have recently declined considerably, which has had, and may continue to have, a significant
impact on the Ophir Group, the Salamander Group and, following Completion, the Combined Group
Oil and gas prices are subject to volatility due to a variety of factors beyond the Ophir Group’s and
the Salamander Group’s control. Factors affecting crude oil prices include supply and demand
fundamentals, economic outlooks and production quotas set by the Organization of Petroleum
Exporting Countries (‘‘OPEC’’) and political events. Over the past six months, as a result of factors
including weaker outlook for global demand growth combined with excess supply, oil prices
worldwide have been subject to significant volatility and have fallen significantly and there can be no
assurance that a recovery in oil prices will be forthcoming. Lower oil prices may reduce the economic
viability of the Ophir Group’s, the Salamander Group’s and, following Completion, the Combined
Group’s operations and proposed operations and materially adversely affect their prospects, financial
condition and results of operations.
In particular, the Salamander Group’s revenues, profitability, cash flows and rate of growth depend
substantially on the prices at which it sells its natural gas, crude oil and condensate. Prices for
substantially all of the Salamander Group’s crude oil and condensate are set by reference to
international benchmark oil prices, in particular the Dubai Crude (Fateh) benchmark (‘‘Dubai Crude
Price’’), which has fallen 54 per cent. from US$102 to US$47 since the beginning of September 2014
to the Latest Practicable Date. Consequently, the decline in the Dubai Crude Price has adversely
impacted the Salamander Group’s revenue and cash generated from operating activities and, following
Completion, may similarly impact the Combined Group.
Similarly, all of the Salamander Group’s natural gas that is sold in Thailand and Indonesia, is and
will be sold respectively into the domestic markets pursuant to existing long-term contracts. These
existing natural gas contracts either provide for a fixed price with a 3.0 per cent. increase every three
years or set prices based on a formula linked to the Singapore price for high sulphur fuel oil 180
CST (‘‘High Sulphur Fuel Oil Price’’), as published in the Price Average Supplement of Platts
Oilgram Price Report, which generally moves in line with global spot oil prices. Consequently, the
prices at which, following Completion, the Combined Group will sell natural gas under the
Salamander Group’s existing natural gas contracts will not reflect any subsequent increases in the
market price of natural gas in South East Asia.
The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s
ability to produce economically from a field will be determined, in large part, by the difference
between the revenue received for natural gas, crude oil and condensate produced by the Ophir Group,
the Salamander Group or, following Completion, the Combined Group or at fields in which it holds
an interest and the Ophir Group’s, the Salamander Group’s or, following Completion, the Combined
Group’s operating costs, taxation costs, royalties and costs incurred in transporting and selling its
natural gas, crude oil and condensate. Therefore, lower natural gas or crude oil prices may reduce the
amount of natural gas, crude oil and condensate that the Ophir Group, the Salamander Group or,
following Completion, the Combined Group or operators of the fields where it holds an interest are
able to produce economically or may reduce the economic viability of the production levels of specific
wells or of projects planned or in development to the extent that production costs exceed anticipated
revenue from such production. This could, in turn, result in a reduction in the reserves and resources
to the extent certain fields are no longer economically viable to develop. Any reduction in reserves
and resources and/or any curtailment in the overall production volumes of the Ophir Group, the
Salamander Group or, following Completion, the Combined Group or at fields in which the Ophir
Group, the Salamander Group or, following Completion, the Combined Group holds an interest due

26
to a decline in natural gas, crude oil prices could result in a reduction in the Ophir Group’s, the
Salamander Group’s or, following Completion, the Combined Group’s net profit or increase in net
losses, and impair its ability to make planned capital expenditures in the longer term and to incur
costs that are necessary for the development of the Ophir Group’s, the Salamander Group’s or,
following Completion, the Combined Group’s fields, any of which could materially adversely affect
the Ophir Group’s, Salamander Group’s or, following Completion, the Combined Group’s business,
results of operations, financial condition and prospects.
Many of the Ophir Group’s, and a small number of the Salamander Group’s, existing contracts
(including the long term contracts described above) were entered into during a period when oil and
gas prices were high, and the commercial terms required by national governments and contractors
reflected elevated price expectations, therefore these contracts may have been entered into on more
favourable terms than may be available in future licence rounds.
In order to partially mitigate the risks inherent in fluctuations in oil prices, the Salamander Group
has, at times, entered into hedging arrangements and the Ophir Directors intend to continue such
arrangements where appropriate. The Salamander Group’s hedging programme only covers a portion
of its oil and condensate production for a limited period of time, and there can be no assurance that
the Salamander Group or, following Completion, the Combined Group will continue to receive the
same prices for crude oil and/or condensate as it currently receives or historically has received. If
prices for the Salamander Group’s or, following Completion, the Combined Group’s crude oil or
condensate fall below current levels and/or if the Combined Group’s overall production volumes are
curtailed as a result of a decline in oil prices, this could materially adversely affect the Combined
Group’s business, results of operations, financial condition and prospects.
Should oil or gas prices significantly increase in the longer term a national government or third party
contractor may want to change its commercial terms with the Ophir Group or the Salamander Group
or, following Completion, the Combined Group. As a result of the jurisdictions in which the Ophir
Group and the Salamander Group operate, this may result in the cancellation or termination of or a
unilateral change or a series of unilateral changes (such as a change in oil and/or gas pricing policy
or the renegotiation or nullification of existing concession contracts) to contracts by a national
government or third party contractor which could materially and adversely affect the Ophir Group’s,
the Salamander Group’s and, following Completion, the Combined Group’s business, prospects,
financial condition and results of operations.

The oil and gas reserves and contingent and prospective resources data contained in this Prospectus are
estimates only and are inherently uncertain
The reserves and contingent and prospective resources data contained in this Prospectus are estimates
only and should not be construed as representing exact quantities. Reserves and resources estimates
contained in this Prospectus are based on production data, prices, costs, ownership, geophysical,
geological and engineering data, the interpretation of seismic data and other information assembled
by the Ophir Group and the Salamander Group (with assistance from other operators), including
drilling results. Such interpretation and estimates of the amounts of oil and gas resources are
subjective and the results of drilling, testing and production subsequent to the date of any particular
estimate may result in substantial upward or downward revisions to the original interpretation and
estimates. Furthermore, different reservoir engineers may make different estimates of reserves,
resources and cash flows based on the same available data.
Estimating the value and quantity of economically recoverable crude oil and natural gas reserves and
resources, and consequently the rates of production, net present value of future cash flows realised
from those reserves and resources and the timing and amount of capital expenditure, necessarily
depend upon a number of variables and assumptions, such as ultimate reserves recovery,
interpretation of geological and geophysical data marketability of oil and gas, royalty rates, continuity
of current fiscal policies and regulatory regimes, future oil and gas prices, operating costs,
development and production costs and work over and remedial costs, all of which may vary from
actual results. In addition, these factors are more uncertain in areas where there has been limited
historic hydrocarbon exploration, which is the case for certain of the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s assets.
The estimates also assume that the future development of the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s fields and the future marketability of
their crude oil, condensate and natural gas will be similar to past development and marketability, that
the assumptions as to capital expenditure and operating costs are accurate and that the capital

27
expenditure strategy of the Ophir Group, the Salamander Group and, following Completion, the
Combined Group is successfully implemented by it.
Any production profiles and development plans are based on a number of assumptions which,
together with the estimates, may prove to be materially incorrect. Unless otherwise indicated, the
definitions and guidelines set out by the 2007 SPE/AAPG/WPC/SPEE Petroleum Resources
Management System (‘‘PRMS’’) which defines prospective and contingent resources as undiscovered
and/or undeveloped mineral resources, respectively have been used. PRMS recognises that contingent
resources are by their nature uncertain in respect of the inferred volume range and may not be
considered commercially recoverable for a variety of reasons, including the high costs involved in
recovering contingent resources, the price of oil and gas at the time, the availability of personnel,
equipment and funding, and other development plans that the Ophir Group, the Salamander Group
and, following Completion, the Combined Group may have. Prospective resources are those deposits
that are estimated, on a given date, to be potentially recoverable from accumulations yet to be
discovered, and are therefore speculative in respect of their inferred presence and uncertain in respect
of their inferred volume range. Prospective resources may fail to be discovered and even if discovered
may not be commercially recoverable. In addition, such data is based on assumptions which, together
with the estimates, may prove to be materially incorrect.
As a result, potential investors should not place undue reliance on the forward-looking statements
contained in this Prospectus concerning the Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s resources, reserves, production profiles and development plans. In
addition, nothing in this Prospectus should be interpreted as assurances of the Ophir Group’s, the
Salamander Group’s and, following Completion, the Combined Group’s oil and gas resources,
reserves, the production profiles of the assets or the development plans of the Ophir Group, the
Salamander Group and, following Completion, the Combined Group.
If the estimates of the Ophir Group’s, the Salamander Group’s or, following Completion, the
Combined Group’s oil and gas resources, reserves, production profiles and development plans and the
assumptions on which they have been based prove to be incorrect, the Ophir Group, the Salamander
Group and, following Completion, the Combined Group may be unable to produce the estimated
levels or quality of oil and gas set out in this Prospectus (or any oil and gas at all), actual
production, revenues and expenditures with respect to reserves and resources will vary from estimates,
and the variances may be material, and the Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s business, prospects, financial condition and results of operations
could be materially and adversely affected.

Dry wells or wells discovering less oil and/or gas than expected may lead to a downgrading of the potential
value of the underlying Petroleum Agreements or require further funds to continue exploration work
Exploration activities are inherently uncertain in their outcome. When exploring an area for oil and
gas the Ophir Group and the Salamander Group investigate a number of prospects. Should the Ophir
Group, the Salamander Group or, following Completion, the Combined Group undertake drilling in
a particular geographic area but discover no oil and gas (a ‘‘dry well’’) or discover less oil and/or gas
than expected, this may lead to a downgrading of the potential value of the Petroleum Agreement
concerned and perhaps to other Petroleum Agreements within the same geological basin which may
lead the Ophir Directors to believe that the other prospects within that geographic area would be less
likely to yield exploration success, potentially decreasing the value of such assets. If this is the case,
once the minimum work obligations under the relevant Petroleum Agreement have been satisfied, the
Ophir Group, the Salamander Group or, following Completion, the Combined Group may decide to
relinquish or reduce its interests in that Petroleum Agreement, in which case it would have no further
exploration rights, even though it may have identified a number of additional prospects.
Dry wells, or wells in which less oil and/or gas has been discovered than expected, may also result in
the Ophir Group, the Salamander Group and, following Completion, the Combined Group requiring
substantially more funds if it chooses to continue exploration work and drill further wells beyond the
Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s existing
minimum work commitments. Such funding may be unavailable or may have to be obtained on
unfavourable terms, leading to a potential deterioration in Ophir’s, Salamander’s or, following
Completion, the Combined Group’s financial position. Drilling a dry well or discovering less oil and/
or gas than expected would also mean that the Ophir Group, the Salamander Group and, following
Completion, the Combined Group may not be able to recover the costs incurred in drilling that well
or make a return on its investment resulting in significant exploration expenditure being written off.

28
Any of these circumstances may have a material adverse effect on the business, prospects, financial
position and results of operations of the Ophir Group, the Salamander Group and, following
Completion, the Combined Group.

Any appraisal and development activities which are typically carried out following the discovery of oil and/or
gas may require further funding and may not result in economically viable production
The results of any appraisal of oil and gas discoveries are uncertain and may lead to the conclusion
that efforts are unprofitable, either due to wells being dry or not economically viable to develop.
Appraisal and development activities involving the drilling of wells may be unpredictable and not
result in the outcome planned, targeted or predicted, as extensive testing is required to understand the
properties of a discovery.
In addition, appraisal and development activities of the Ophir Group, the Salamander Group, and,
following Completion, the Combined Group (beyond the current minimum work commitments for the
next 12 months) may require further additional funding and significant infrastructure, including
storage, transportation or processing capacity which Ophir will not have if the Transaction does not
complete. These requirements may be beyond the amount of funding currently expected and the
infrastructure currently used by the Ophir Group or intended to be used by the Combined Group
following Completion. Ophir cannot provide any guarantee that such expenditure will result in the
production of commercially recoverable oil or gas.
Any of the above may have a material adverse effect on the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s business, prospects, financial condition and results
of operations.

The Ophir Group and, following Completion, the Combined Group may not be able to identify appropriate
expansion opportunities or may not be able to manage such expansion effectively
Future increases in the Ophir Group’s and, following Completion, the Combined Group’s reserves
will depend not only on the Combined Group’s ability to develop the Ophir Group’s and the
Salamander Group’s present assets, but also on their ability to select, develop and/or acquire
additional suitable producing assets or prospects which may require it to acquire land on which to
locate pipelines, LNG plants and other equipment in a timely and cost-effective manner. Following
Completion, the Combined Group will need to acquire or find and develop additional reserves in
order to maintain the Salamander Group’s current production levels in the long term. There can be
no assurance that the Combined Group will be able to identify appropriate acquisition or
development opportunities or that it will be able to make such acquisitions on appropriate terms as
and when they become available.
If the Combined Group does identify such acquisition or development opportunities, there can be no
assurance that the Combined Group will be able to manage effectively such expansion. The
Combined Group may encounter numerous integration challenges arising on the acquisition of
businesses and/or assets, including challenges that are not currently foreseeable and inheriting
undisclosed liabilities. Any failure of the Ophir Group and, following Completion, the Combined
Group to manage effectively its growth and development could have a material adverse effect on its
business, prospects, financial condition or results of operations.
There is no certainty that all, or indeed any, of the elements of the Ophir Group’s and, following
Completion, the Combined Group’s current strategy will develop as anticipated or that the Ophir
Group will become profitable. In the event that the Ophir Group’s and, following Completion, the
Combined Group’s operations are successful, the Ophir Group’s and, following Completion, the
Combined Group’s current systems, procedures and controls will need to be expanded and
strengthened to support the Ophir Group’s and, following Completion, the Combined Group’s future
operations.

The Ophir Group, the Salamander Group and, following Completion, the Combined Group may be subject to
the risk of exploration and appraisal periods not being extended
Whilst the Ophir Group and the Salamander Group negotiate, and, following Completion, the
Combined Group will negotiate renewals of its exploration or appraisal periods and term contracts
prior to their expiry, there can be no assurance that the Ophir Group, the Salamander Group and,
following Completion, the Combined Group will be able to enter into a new phase or obtain
extensions to contracts with governments, suppliers, service providers or joint venture partners on

29
commercially reasonable terms, prior to the end of an exploration period, following the end of the
period or at all.
Under its relevant Petroleum Agreements, the Ophir Group and the Salamander Group are obligated
to carry out certain minimum work obligations within designated exploration or appraisal periods. In
the event the Ophir Group, the Salamander Group or, following Completion, the Combined Group
fails to satisfy its agreed minimum work programme commitments within the requisite time period
and it is unable to secure an extension, the Ophir Group’s, the Salamander Group’s or, following
Completion, the Combined Group’s interest in the Petroleum Agreement may be terminated by the
government, or the Ophir Group, the Salamander Group or, following Completion, the Combined
Group may be required to relinquish all or part of the contract area or pay a specified sum to the
government.
It is also possible that an exploration or appraisal period set out in a Petroleum Agreement may be
insufficient to perform the necessary seismic, drilling or other exploration or appraisal activities
required to determine whether it is appropriate for the Ophir Group, the Salamander Group or,
following Completion, the Combined Group to elect to move into the next phase of the Petroleum
Agreement and commit to additional work obligations. The Ophir Group, the Salamander Group or,
following Completion, the Combined Group may therefore seek to secure the necessary amendments,
renewals, extensions or waivers prior to making an election to move into the next phase of
exploration or appraisal, and could miss the deadline for election to the next phase, whilst discussions
with the government are pending.
The necessary amendments, renewals, extensions or waivers may not be forthcoming from the relevant
government on terms commercially acceptable to the Ophir Group, the Salamander Group or,
following Completion, the Combined Group, giving rise to the risk that the Ophir Group’s, the
Salamander Group’s or, following Completion, the Combined Group’s interest in the relevant
Petroleum Agreement may be terminated by the government or the Ophir Group, the Salamander
Group or, following Completion, the Combined Group may be required to relinquish all or part the
contract area.
If the Ophir Group, the Salamander Group or, following Completion, the Combined Group is not
able to obtain such amendments, renewals, extensions or waivers to a Petroleum Agreement, this
could materially and adversely affect its business, prospects, financial condition and results of
operations.

Oil and gas exploration, development and production can be dangerous and involve numerous risks and
hazards, including health, safety and environmental risks, particularly in the case of deepwater operations, as
was seen in the Gulf of Mexico in 2010
Following Completion, the Combined Group’s future success will depend, in part, on its ability to
develop crude oil and natural gas reserves in a timely and cost-effective manner and achieve its
production targets. Developing oil and gas resources and reserves into commercial production involves
a high degree of risk. The Ophir Group’s, the Salamander Group’s and, following Completion, the
Combined Group’s exploration operations will be subject to all the risks common in its industry.
These hazards and risks include encountering unusual or unexpected rock formations or geological
pressures, fires, explosions or power shortages, equipment failures or accidents, premature declines in
reservoirs, blowouts, uncontrollable flows of crude oil, natural gas or well fluids, or water cut levels,
pollution and other environmental risks, shortages or delays in the availability of drilling rigs and
other equipment and transport and the delivery of equipment.
Consequent exploration, development and/or production delays and/or declines and deterioration in
normal field operating conditions may adversely affect revenue and cash flow levels, result in
significant additional costs to replace or repair the Ophir Group’s, the Salamander Group’s and,
following Completion, the Combined Group’s assets, and result in expected production targets not
being achieved.
Given the nature of its offshore, deepwater operations, the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s exploration and drilling facilities, and in particular
its rigs, will also be subject to the hazards inherent in marine operations, such as capsizing, sinking,
grounding, damage from severe storms or other severe weather conditions, damage to pipelines,
platforms, facilities and sub-sea facilities from trawlers, anchors and vessels, storms, strong currents,
and risks and hazards resulting from navigational difficulties. The offshore drilling conducted by the
Ophir Group, the Salamander Group and, following Completion, the Combined Group involves

30
drilling risks including high pressures and mechanical difficulties, which increase the risk of delays in
drilling and of operational issues arising. Such dangers were evidenced by the blowout of the
Macondo well in the Gulf of Mexico in 2010.
Such events may result in environmental damage, injury to persons and loss of life and a failure to
produce oil or gas in commercial quantities. They could also result in significant delays to drilling
programmes, a partial or total shutdown of operations, significant damage to equipment owned by
the Ophir Group, the Salamander Group or, following Completion, the Combined Group and
equipment owned by third parties and personal injury or wrongful death claims being brought against
Ophir, Salamander or, following Completion, the Combined Group. These events can also put at risk
some or all of the Combined Group’s licences or Petroleum Agreements which enable it to explore,
and could result in Ophir, Salamander or, following Completion, the Combined Group incurring
significant civil liability claims (as BP plc incurred following the Macondo well blowout), significant
fines or penalties as well as criminal sanctions potentially being enforced against Ophir, Salamander
or, following Completion, the Combined Group and/or its officers. The Ophir Group, the Salamander
Group and, following Completion, the Combined Group may also be required to curtail or cancel
any operations on the occurrence of such events.
Any of the above could materially and adversely affect the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s business, prospects, financial condition and results
of operations.

The Ophir Group, the Salamander Group and, following Completion, the Combined Group may be adversely
affected by natural disasters and climatic conditions
The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s
operations (particularly offshore), including the Ophir Group’s, the Salamander Group’s and,
following Completion, the Combined Group’s drilling programmes and other exploration activities
and the transport and other logistics on which the Ophir Group, the Salamander Group and,
following Completion, the Combined Group are dependent, may be adversely affected and severely
disrupted by climatic conditions. Natural disasters, regular climatic events (such as monsoons) or
adverse conditions may occur in those geographical areas in which the Ophir Group, the Salamander
Group and, following Completion, the Combined Group operate, including severe weather, cyclones,
oceanic currents, tsunamis, excessive rainfall, tropical storms or droughts. The occurrence of any of
the above could cause delays in the Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s exploration, appraisal and development activities which could
adversely affect the Ophir Group’s, the Salamander Group’s and, following Completion, the
Combined Group’s business, prospects, financial condition and results of operations.

The Ophir Group, the Salamander Group and, following Completion, the Combined Group is subject to
significant environmental, health and safety laws and regulations and may be subject to additional regulation
and restrictions over time
The Ophir Group, the Salamander Group and, following Completion, the Combined Group are
subject to environmental laws and regulations in connection with its operations. There are certain
risks inherent in the Ophir Group’s, the Salamander Group’s and, following Completion, the
Combined Group’s activities, such as accidental spills, leakages, explosions, fires or other unforeseen
circumstances that could expose Ophir and, following Completion, the Combined Group to significant
liability.
The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s
operations are subject to laws and regulations relating to the protection of human health and safety
as well as the environment. The Ophir Group and the Salamander Group each have health, safety
and environment policies are to observe local legal requirements as well as to apply recognised
international industry standards in its operations. Failure by the Ophir Group or the Salamander
Group to comply with applicable legal requirements or recognised international industry standards
may give rise to significant liabilities.
The Ophir Group, the Salamander Group or, following Completion, the Combined Group may
become subject to further extensive laws, regulations, licence conditions and scrutiny on deepwater
drilling or become subject to more stringent application of existing regulations on deepwater drilling,
particularly in areas that are environmentally sensitive and/or have not yet been open to drilling. The
terms of future Petroleum Agreements or licences may include more stringent environmental and/or
health and safety requirements. The obtaining of requisite licences and permits may also become more

31
difficult or be the subject of delay by reason of governmental, regional or local consultation,
approvals or other considerations or requirements.
In the long term, the Ophir Group’s, the Salamander Group’s and, following Completion, the
Combined Group’s ability to carry out deepwater exploration may be affected by such increased
regulation and the terms of licences. The obtaining of exploration, development or production licences
for deepwater oil and gas exploration may become more difficult or be the subject of delay due to
governmental, regional or local consultation, approvals or other considerations or requirements.
Furthermore, insurance for such operations may not be available on economically viable terms in the
event of such increased regulation.
In addition, the Ophir Group, the Salamander Group and, following Completion, the Combined
Group may be required to incur additional expenditure or could be required to hire or purchase
additional equipment to comply with any new operational, environmental and/or health and safety
regulations. The impact of any such additional regulations or requirements could be a constraint on
long-term oil and gas development and production of the Ophir Group, the Salamander Group and,
following Completion, the Combined Group and restrict the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s control over the nature and timing of its
exploration, appraisal, development, production and other activities or its ability to undertake these
activities at all may be materially and adversely affected, including by substantial delays or material
increases in costs. Such additional costs, interruptions or delays could have an adverse impact on the
Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s business,
prospects, financial condition and results of operations.

The Salamander Group is, and, following Completion, the Combined Group will be, subject to counterparty
risk relating to the sales of the Salamander Group’s and, following Completion, the Combined Group’s crude
oil, condensate and natural gas
The Salamander Group has entered into agreements with a number of counterparties in relation to
the sale and supply of its crude oil, condensate and natural gas (albeit all crude oil is sold to PTT,
the state owned oil company) and is therefore subject to the risk of delayed offtakes or payment for
delivered production volumes or counterparty default.
In certain cases, the Salamander Group’s and, following Completion, the Combined Group’s
counterparty, either pursuant to contractual arrangements or as a result of political, geographic,
infrastructure or other constraints or factors, is in practice the sole potential purchaser of the
Salamander Group’s production output. This is particularly the case for sales of natural gas, as sales
and transportation of natural gas are dependent on the availability of transmission and other
infrastructure facilities enabling the supply of natural gas produced by the Salamander Group to end
users. In particular, at present the sole purchaser for the Salamander Group’s natural gas in Central
Kalimantan in Indonesia is PLN, the Indonesian state power company; the sole purchaser of gas
from Sinphuhorm is PTT. Similarly, following the recent political changes in Thailand, all crude oil is
now required, in practice, to be sold to PTT. The absence of alternative purchasers for the
transmission or purchase of natural gas produced by the Salamander Group or, following
Completion, the Combined Group and the practical restrictions on sales of crude oil produced by the
Salamander Group, or following Completion, the Combined Group to persons other than PTT may
expose it to offtake and production delays, adverse pricing or other adverse contractual terms, which
could have a material adverse effect on the Salamander Group’s or, following Completion, the
Combined Group’s business, results of operations, financial condition and prospects.

The Ophir Group and the Salamander Group face and, following Completion, the Combined Group will face
strong competition for exploration licences
The oil and gas exploration industry is highly competitive. There is significant competition in almost
every public round of bidding for exploration licences throughout Africa and South East Asia. The
Ophir Group, the Salamander Group and, following Completion, the Combined Group will compete
with other industry participants in the search for, and acquisition of, oil and gas assets and licences.
Competitors include companies with, in many cases, greater financial resources, technical resources,
local contacts, staff and facilities than those of the Ophir Group and the Salamander Group. Many
of these companies have strong market power as a result of several factors, including greater
diversification and reduction of risk than the Ophir Group, the Salamander Group and, following
Completion, the Combined Group, greater financial strength facilitating major capital expenditures,
greater integration and exploitation of economies of scale in technology and organisation, strong

32
technical experience, greater infrastructure and reserves, and strong brand recognition. Increased
competition may lead to higher costs and reduced available growth opportunities for the Ophir
Group, the Salamander Group and, following Completion, the Combined Group. The Ophir Group’s,
the Salamander Group’s and, following Completion, the Combined Group’s ability to remain
competitive will require, among other things, management’s continued focus on reducing unit costs,
improving efficiency and maintaining long-term growth in the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s reserves and production. There can be no
assurance that the Ophir Group, the Salamander Group and, following Completion, the Combined
Group will succeed in obtaining any additional oil and/or gas assets or prospects, or, if it does so,
that it will be able to acquire such assets or prospects on economically viable terms.
This may lead to increased costs in the carrying on of the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s activities and reduced available growth
opportunities, which could materially adversely affect its business, prospects, financial condition and
results of operation.

Gas discoveries may require the Ophir Group and, following Completion, the Combined Group, to invest in or
have access to LNG development projects which require long lead times and material investment in receipt,
processing and transportation infrastructure and the marketing of LNG
Although many of the Ophir Group’s assets have prospectivity for oil, the Ophir Group has only
discovered gas to-date and may need to monetise gas reserves through several LNG development
projects which require long lead times and material investment in the receipt, processing and
transportation infrastructure and the marketing of LNG. Delays and differences between estimated
and actual timing of critical events and the completion of these projects may adversely affect the
Ophir Group’s development projects and the Ophir Group’s ability to participate in large-scale
development projects in the future. In addition, LNG projects usually require long-term offtake
contracts which the Ophir Group may not be able to secure on economically viable terms or at all.
Furthermore, in order to monetise gas reserves through LNG development projects Ophir may be
dependent on its joint venture partner (such as BG and Pavilion Energy in Blocks 1 and 4 in
Tanzania and Petrobras in Mbeli Marin and Ntsina Marin, Gabon) for the timing, management and
funding of such development (see further the risks identified under ‘‘Ophir and Salamander are
typically required to consult with third party operators and other joint venture partners in relation to
significant matters’’ below).
If the Ophir Group is unable to fund any necessary LNG development projects (which are not part
of the planned capital expenditure for the next 12 months) or find partners to provide full or partial
funding for such projects, or if the Ophir Group’s projects are delayed or if the Ophir Group is not
able to secure economically viable offtake agreements, this could have a material adverse effect on
Ophir’s business, prospects, financial condition and results of operation.
In certain circumstances, the Ophir Group may need to rely on access to third party infrastructure to
monetise its gas or its oil. If such access is unavailable or unavailable at an economically justifiable
cost then this could have a material adverse effect on Ophir’s business, prospects, financial condition
and results of operation.
In particular, the Ophir Group has an 80 per cent. interest in offshore Block R, Equatorial Guinea,
with the remaining 20 per cent. interest held by the national oil company of Equatorial Guinea,
GEPetrol. On 6 November 2014, Ophir announced that it had entered into an agreement with
Excelerate Energy L.P. (‘‘Excelerate’’) and the Government of Equatorial Guinea for the provision by
Excelerate of a Floating Liquefaction Storage and Offloading vessel, with first gas expected in 2019.
Such a facility is the first of its kind in Africa and it is not possible to predict whether any of the
issues mentioned above will arise. If any such issues do arise, they may have a material adverse effect
on the business, prospects, financial position and results of operations of Ophir and, following
Completion, the Combined Group.

Salamander has, and, following Completion, the Combined Group will have material outstanding indebtedness
As at 31 December 2014 (on an unaudited basis), Salamander had US$380 million of net external
debt outstanding. Salamander’s and, following Completion, the Combined Group’s obligation to make
scheduled payments on its indebtedness and to maintain its covenants could limit its financial and
operational flexibility. The RBL Facility and the NOK Bonds each contain covenants requiring the
Salamander Group to maintain certain specified financial ratios. If market conditions deteriorate
significantly, there is a risk that existing financial covenants could be breached. Breach of such

33
covenants could, subject to any applicable waiver or agreement, result in the RBL Facility and the
NOK Bonds becoming immediately payable, potentially requiring the Salamander Group and,
following Completion, the Combined Group to dispose of assets at significantly less than full value.
In addition, should the RBL Facility be terminated or suspended, or be in default, this could limit
the Salamander Group’s and, following Completion, the Combined Group’s access to capital in the
longer term and, consequently, its ability to implement its capital expenditure programme. However,
following Completion, the Combined Group expects to be able to maintain the relevant financial
ratios for at least the next 12 months. In the event that there is any such breach, withdrawal,
repayment, remedy or restriction, it could have an adverse impact on the Salamander Group’s and,
following Completion, the Combined Group’s business, financial condition and/or results of
operations in the longer term.
Furthermore, the borrowing amounts available to the Salamander Group under the RBL Facility
depend on forecasted net revenues from some of the Salamander Group’s assets. If the Salamander
Group’s and, following Completion, the Combined Group’s assets become impaired, the amounts
available to the Salamander Group and, following Completion, the Combined Group under the RBL
Facility would decrease.
The RBL Facility is also made on a secured basis. Such secured borrowings will rank ahead of the
unsecured borrowings of the Salamander Group and on an insolvent distribution of the Salamander
Group’s assets. If the lenders force a sale of any of the secured assets of the Salamander Group,
there is a risk that the value received may be lower than the value at which the investment was
previously recorded. If the value received is less than the amount of the indebtedness, the Salamander
Group’s other assets would be available to the lender. In addition, Salamander and, following
Completion, the Combined Group will likely suffer reputational damage which could result in lender
unwillingness to extend additional finance and significantly raise the Salamander Group’s and,
following Completion, the Combined Group’s future borrowing costs.

The Ophir Group’s and the Salamander Group’s businesses require and, following Completion, the Combined
Group’s business will require significant capital expenditure and the future expansion and development of their
businesses could require future debt and equity financing. The future availability of such funding is not certain
Ophir anticipates that it and, following Completion, the Combined Group, will need to make
substantial capital investments for its operations, exploration, appraisal, development and/or
production plans. For capital expenditure beyond the Ophir Group’s and the Salamander Group’s
current committed capital expenditure for the next 12 months, the Ophir Group, the Salamander
Group and, following Completion, the Combined Group may enter into significant borrowing
arrangements (in addition to the RBL Facility and the NOK Bonds) or raise further equity financing
for its operations. Various forms of debt are available, ranging from equipment credits from various
export agencies through infrastructure development agency supported debt to bank debt.
However, the Ophir Group and, following Completion, the Combined Group, may be unable to
obtain non-equity financing (in addition to the RBL Facility and the NOK Bonds) or additional
equity financing in the amounts required for any expenditures beyond its current committed capital
expenditure for the next 12 months and thereafter, on favourable terms or at all. Moreover, the
global credit environment then existing may pose additional challenges to the Combined Group,
securing necessary bank loans or securing acceptable rates of interest. Alternatively, the Ophir Group
and, following Completion, the Combined Group, may in the future seek funds for such activities by
selling part of its operations and/or by farming out its assets. There is no certainty that counterparties
may enter into such transactions in the future or that the terms proposed by counterparties would be
acceptable to the Ophir Group and, following Completion, the Combined Group.
To the extent the Combined Group does take out additional bank loans or other forms of debt
financing, the Ophir Group and, following Completion, the Combined Group, would be subject to
increased interest expenses, and may also be subject to covenants requiring that the Ophir Group
and, following Completion, the Combined Group, maintain prescribed financial ratios and covenants
restricting certain aspects of its business, including, for example, restrictions on additional future
borrowings and indebtedness levels and permitted future acquisition or disposal activity, as well as
security interests placed over certain of its assets. In addition, future debt financings may limit the
Ophir Group’s and, following Completion, the Combined Group’s, ability to withstand competitive
pressures, as the Ophir Group and, following Completion, the Combined Group may become illiquid
or less liquid in cash as a result of interest payments on its debt due to increases in interest rates.
This could hinder the Ophir Group’s and, following Completion, the Combined Group’s, ability to

34
raise, renew and service its future indebtedness, reduce the funding options available to the Ophir
Group and, following Completion, the Combined Group, and render it more vulnerable to economic
downturns. In addition, if the Ophir Group and, following Completion, the Combined Group,
requires debt but is unable to secure sufficient bank borrowings, it is highly likely that, other than in
respect of its current committed capital expenditure, this would pose challenges to the Ophir Group’s
and, following Completion, the Combined Group’s, planned development of its assets and the
timeline for development.
Ophir, and following Completion, the Combined Group may, in addition, need to raise further
additional equity at a future date (for expenditure beyond its current committed capital expenditure
for the next 12 months). If the market conditions are not supportive, this may not be possible. If
Ophir and, following Completion, the Combined Group is unable to generate or obtain additional
funding (for expenditure beyond its current committed capital expenditure for the next 12 months) it
is likely to be limited in its ability to undertake any additional operations, exploration, appraisal,
development or production plans. This could have a material adverse effect on the Ophir Group’s
and, following Completion, the Combined Group’s business, prospects, financial condition, results of
operations and cash flows and on the Ophir Group’s and, following Completion, the Combined
Group’s ability to fund the expansion or development of the business in the longer term.

Interruptions or delay to exploration, appraisal, development and production could significantly impact the
Ophir Group, the Salamander Group and, following Completion, the Combined Group
If the Ophir Group, the Salamander Group and, following Completion, the Combined Group (or the
operator of assets in which the Ophir Group, the Salamander Group and, following Completion, the
Combined Group has an interest) is unable to explore, appraise or develop petroleum operations or
produce oil and/or gas or is delayed in such matters as a result of matters such as failure to obtain
equipment, equipment failure, natural disasters, political, economic, taxation, legal, regulatory and
social uncertainties, piracy, terrorism, visa issues, non-governmental organisation activity or protests
or labour disputes, the Ophir Group, the Salamander Group and, following Completion, the
Combined Group may experience loss of income from delayed or decreased (or zero) production and
significant budget overruns.
For example, on 8 January 2014, Salamander announced that due to a damaged production riser,
production from the Bualuang oil field had been temporarily shut-in. The situation was contained and
all oil was successfully dispersed within a five hour period. Salamander subsequently announced on
13 February 2014 that the damaged risers had been repaired and production from the Bualuang field
recommenced.
Furthermore, the Ophir Group, the Salamander Group and, following Completion, the Combined
Group operate in jurisdictions that have developing transportation, telecommunications and financial
services infrastructures which may present substantial obstacles and cause material delays to the Ophir
Group’s, the Salamander Group’s and, following Completion, the Combined Group’s proposed
activities. As a result of any of these or other issues, the Ophir Group, the Salamander Group and,
following Completion, the Combined Group may be unable to satisfy the minimum work
commitments under one or more of its Petroleum Agreements and may as a result experience
difficulty in extending or renewing such Petroleum Agreements.
Such interruptions or delays could result in disruptions to the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s assets, increased costs, delayed or
decreased incomes and may therefore have a material adverse impact on the Ophir Group’s, the
Salamander Group and, following Completion, the Combined Group’s business, prospects, financial
condition and results of operations.

The Ophir Group and the Salamander Group rely on and, following Completion, the Combined Group will rely
on third party contractors and providers of capital equipment. The future availability, quality and costs of
services and equipment is not certain
In common with other exploration and production companies, the Ophir Group and the Salamander
Group (or the relevant operator of assets in which they have an interest) contract services and
procure capital equipment, rigs, well casing and other drilling materials, storage tanks and other
equipment from third party providers on which exploration, appraisal and development and
production activities are dependent. Following Completion, the Combined Group will continue to do
the same.

35
Such equipment, materials and services can be highly specific and scarce, may not be of the required
quality and/or may face interruptions or delays in availability at the times and places required. With
respect to rigs and drilling materials and equipment in particular, if there were a problem with a rig,
or with a component of a rig, it may be difficult to find a suitable replacement in a short time frame.
Failure to perform drilling within the expiry date of a Petroleum Agreement may lead to liability
towards the authorities, loss of the Petroleum Agreement or might adversely affect the Salamander
Group’s and, following Completion, the Combined Group’s standing as an energy company operating
in Thailand, Indonesia, Malaysia or any other country in which the Combined Group will have oil
and gas assets, which may negatively impact the Combined Group’s prospects in future licensing
rounds. The costs of third party services, materials and equipment have increased significantly over
recent years and may continue to rise, including as a result of cost inflation or scarcity of such
services, materials and equipment.
The scarcity of such equipment, materials and services, as well as their potentially high costs, could
delay, restrict or lower the profitability and viability of the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s assets and therefore could adversely affect its
business, prospects, financial condition and results of operation. Conversely, should there be a sudden
increase in availability of equipment, materials and services in the market, and a resulting fall in
prices for such services, materials and equipment, then due to the necessity of contracting certain long
lend items in avoidance of commencement of certain activities, the Ophir Group, the Salamander
Group and, following Completion, the Combined Group may have contracted at prices which would
not be competitive with the then prevailing rates which could materially adversely affect the Ophir
Group’s, the Salamander Group’s and, following Completion, the Combined Group’s business,
prospects, financial condition and results of operation.

The Ophir Group and the Salamander Group are typically required to consult with third party operators and
other joint venture partners in relation to significant matters
The Ophir Group and the Salamander Group operate a number of their assets within various joint
ventures. For those assets where the Ophir Group or the Salamander Group is the operator and has
a joint venture partner, the relevant operating agreement typically provides that the joint venture
partner must be consulted or that it must provide its consent in relation to significant matters.
Accordingly, while the Ophir Group or the Salamander Group generally has control over day-to-day
management and operations of those assets, it may be unable to undertake certain activities because
of opposition from a joint venture partner, or it may experience delays in undertaking activities due
to time taken to obtain the consent of the relevant joint venture partner. Any such opposition or
delay could result in losses or increased costs to the Ophir Group or the Salamander Group.
Where the Ophir Group or the Salamander Group are not the operator of an asset (such as in
Blocks 1 and 4 in Tanzania in the case of the Ophir Group or the Khorat Plateau in the case of the
Salamander Group), although it may have consultation rights or the right to withhold consent in
relation to significant operational matters (depending on the level of the Ophir Group’s or the
Salamander Group’s interest in such asset), it has limited control over day-to-day management so
that mismanagement of an asset by the operator or disagreements with the operator as to the most
appropriate course of action may result in significant delays, losses or increased costs to the Ophir
Group or the Salamander Group.
The terms of the relevant operating agreement generally impose standards and requirements in
relation to the operator’s activities. The Ophir Group or the Salamander Group transfers
operatorship to a third party or acquires interests in assets operated by third party operators only if
it believes such third party is reputable and financially and technically able to perform the role of
operator. Any transfer of operatorship is usually also subject to the consent of the relevant
government. Governments generally require certain criteria to be satisfied by the proposed new
operator before they will approve any transfer in the role of operator. However, there can be no
assurance that such operators will observe such standards or requirements and this could result in a
breach of the relevant operating agreement.
There is a risk that other parties with interests in the Ophir Group’s or the Salamander Group’s
assets may not be able to fund or may elect not to participate in, or consent to, certain activities
relating to those assets which require that party’s consent (including decisions relating to drilling
programmes, including the number, identity and sequencing of wells, appraisal and development
decisions and decisions relating to production). In these circumstances, it may not be possible for

36
such activities to be undertaken by the Ophir Group or the Salamander Group alone or in
conjunction with other participants at the desired time or sequence or at all.
Other participants in the Ophir Group’s or the Salamander Group’s assets may default on their
obligations to fund capital or other funding obligations in relation to the assets. In such
circumstances, the Ophir Group or the Salamander Group may be required under the terms of the
relevant operating agreement or otherwise to contribute all or part of such funding shortfall itself
and, beyond completion of the current minimum work commitments for the next 12 months, the
Ophir Group or the Salamander Group may not have the resources to meet these obligations.
Any disagreement, absence of consent, delay, opposition, breach of agreement, or inability to
undertake activities or failure to provide funding of the kind identified above could adversely affect
the Ophir Group’s or the Salamander Group’s business, prospects, financial condition and results of
operation.

Fluctuations in currency exchange rates may materially adversely affect the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s results of operations and financial condition
The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s
revenue, finance costs and indebtedness are predominantly denominated in, or linked to, the US
Dollar. The Ophir Group’s and the Salamander Group’s consolidated financial statements are, and,
following Completion, the Combined Group’s consolidated financial statements will be presented in
US Dollars and the functional currency of Ophir and all of its subsidiaries is the US Dollar.
However, a substantial portion of the Salamander Group’s operating and other expenses (including
operating costs and capital expenditures) are denominated in Thai baht, Indonesian rupiah, Singapore
dollar and pounds sterling. A significant appreciation of Thai baht, Indonesian rupiah, Singapore
dollar or pounds sterling against the US Dollar would have a negative impact on the Salamander
Group’s operating and other expenses. The Salamander Group holds, from time to time, cash
balances in currencies other than the US Dollar, such as UK Pounds Sterling, Indonesian rupiah and
Thai baht, to meet short-term commitments in those currencies. It also receives monies from oil sales,
calculated in US Dollars, in Thai Bhat. Monetary assets and liabilities are translated into US Dollars
at the exchange rates prevailing at the balance sheet date, with a corresponding charge or credit to
the income statement. Accordingly fluctuations in the exchanges rate between the US Dollar and
other currencies, principally Indonesian rupiah and Thai baht, could adversely affect the Ophir
Group’s, the Salamander Group’s and, following Completion, the Combined Group’s reported results
of operations. As a result, fluctuations in currency exchange rates may materially adversely affect the
Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s business,
results of operations, financial condition and prospects.

The Ophir Group and the Salamander Group are and, following Completion, the Combined Group will be
dependent on a limited team of key personnel for its success
The Ophir Group and the Salamander Group are, and, following Completion, the Combined Group
will be dependent on a growing, but limited team of individuals with relevant experience, knowledge
and skill in exploration and development operations for their success. The departure of any of these
individuals or any impediment to any of them performing his or her duties may cause the Ophir
Group, the Salamander Group and, following Completion, the Combined Group serious operational
difficulties, and the Ophir Group, the Salamander Group and, following Completion, the Combined
Group may not be able to locate suitable replacement personnel in a timely manner, or at all.
In addition, the personal connections and relationships of the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s Senior Management are important to the
conduct of its business. There is no guarantee that the Ophir Group, the Salamander Group and,
following Completion, the Combined Group will retain key individuals, and if the Ophir Group, the
Salamander Group and, following Completion, the Combined Group were to lose a member of their
Senior Management teams unexpectedly, the Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s business, prospects, financial condition and results of operations
may be adversely affected.

The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s long-term
success depends on attracting and retaining skilled personnel
The Ophir Group’s and the Salamander Group’s businesses require and, following Completion, the
Combined Group’s business will require skilled personnel and professional staff in the areas of

37
exploration and development, operations, engineering, business development, oil and gas marketing,
finance and accounting. There is competition for such personnel in the African region and also in the
United Kingdom and Australia where the Ophir Group has offices and in the countries in which the
Salamander Group operates. Limitations on the Ophir Group’s, the Salamander Group’s and,
following Completion, the Combined Group’s ability to engage, train and retain the required number
of suitably qualified personnel would reduce its capacity to undertake further projects and may have
a material adverse effect on its business, prospects, financial condition and results of operations.

The Ophir Group and the Salamander Group face, and, following Completion, the Combined Group will face
the possibility of future decommissioning cost that it cannot anticipate
Upon the cessation of petroleum production and/or expiry or termination of Petroleum Agreements,
contractors are commonly required, under the terms of relevant agreements or local law, to dismantle
and remove equipment, cap or seal wells and generally make good production sites. Ophir’s accounts
do not make provision for such decommissioning since either local laws or relevant Petroleum
Agreements do not specifically provide for decommissioning cost or Ophir does not consider it
appropriate at this stage of its activities to make provision for the possibility of incurring
decommissioning cost. There can be no assurance that the Ophir Group or following Completion, the
Combined Group will not in the future incur decommissioning cost since local or national
governments may require decommissioning to be carried out in circumstances where there currently is
no express obligation to do so, particularly in the case of future licence renewals. The costs associated
with decommissioning or penalties for failure to decommission a facility may have an adverse effect
on the Ophir Group’s or following Completion, the Combined Group’s business, prospects, financial
condition and results of operations.
The Salamander Group, through its interests under Petroleum Agreements, has assumed certain
obligations in respect of the decommissioning of its fields and related infrastructure. These liabilities
are derived from legislative and regulatory requirements concerning the decommissioning of wells and
production facilities and require the Salamander Group to make provision for and/or underwrite the
liabilities relating to such decommissioning. Although the Salamander Group’s accounts make a
provision for such decommissioning costs (such provisions amounted to US$48.4 million as at
31 December 2013), there can be no assurances that the costs of decommissioning will not exceed the
amount of the long-term provision set aside to cover such decommissioning costs. In addition, local
or national governments may require decommissioning to be carried out in circumstances where there
is no express obligation to do so, which may result in higher decommissioning costs than the
Salamander Group expected at the time when provisions were made, and it may be required to
provide cash-back guarantees, blocked cash deposits or similar upfront relating to future
decommissioning costs. The oil and gas industry currently has little experience of decommissioning
petroleum exploration and production infrastructure in South East Asia as few such structures have
been decommissioned in these regions. It is therefore difficult to forecast accurately the costs that the
Salamander Group or following Completion, the Combined Group’s will incur in satisfying its
decommissioning obligations and the Salamander Group or following Completion, the Combined
Group’s may have to draw on funds from other sources to bear such costs. Any significant increase
in the actual or estimated decommissioning costs that the Salamander Group or following
Completion, the Combined Group’s incurs could have a material adverse effect on the Salamander
Group’s business, results of operation, financial condition and prospects.

The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s insurance and
indemnities may not adequately cover all risks or expenses
The insurance industry is not yet fully developed in some of the countries where the Ophir Group
and the Salamander Group operate and, following Completion, the Combined Group will operate.
Some forms of insurance protection common in other more developed countries are not yet available
in these countries and insurance cover is typically provided by the international reinsurance markets
with local fronting where required. This applies to both operational and employee risks that would
typically be sourced by oil companies.
The Salamander Group’s insurance (including that of operators of assets in which the Salamander
Group has interests) currently includes cover for damage to or loss of its production facilities, loss of
production income (to a limited extent) in respect of the Salamander Group’s production assets in
Thailand, insurance for out-of-control wells (including coverage of pollution and environmental
damage caused thereby), third-party liability coverage (including employer’s liability insurance), and

38
directors and officers liability insurance. In each case, the insurances are subject to deductibles,
exclusions and limitations.

The Salamander Group’s upstream and midstream activities are covered under its insurance
programme. The Ophir Group does not currently engage in any midstream or downstream activities.
The Ophir Group’s insurance currently includes cover for out-of-control wells (including coverage of
pollution caused and re-drill costs), third-party liability coverage and directors and officers liability
insurance, in each case subject to deductibles, exclusions and limitations. The Salamander Group, the
Ophir Group and following Completion, the Combined Group will not carry key-person, onshore
terrorism or sabotage insurance however where relevant in territories of operation, statutory insurance
coverages will be purchased.

The Ophir Group, the Salamander Group and, following Completion, the Combined Group may be
subject to substantial liability claims due to the inherently hazardous nature of its business or for the
acts or omissions of third party contractors, operators or joint venture partners. Any indemnities the
Ophir Group, the Salamander Group and, following Completion, the Combined Group may receive
from such parties may be difficult to enforce if such third party contractors, operators or joint
venture partners lack adequate financial resources.

The Ophir Group’s and the Salamander Group’s operations are, and, following Completion, the
Combined Group’s operations will be subject to the risks normally associated with exploration,
appraisal and development activities and, in particular, deepwater operations. The Ophir Directors
believe that its existing insurance and indemnity coverage is reasonable to cover all general material
risks associated with the Ophir Group’s operations (and that of the operators of assets in which it
has an interest) and, following Completion, the Combined Group’s operations. However, Ophir,
Salamander and, following Completion, the Combined Group can give no assurance that its existing
insurance and indemnity cover is reasonable or sufficient to cover all of the risks to which it may be
subject at any time or that the proceeds of insurance applicable to covered risks or recovery under
indemnities will be adequate to cover expenses relating to losses or liabilities. Accordingly, the Ophir
Group, the Salamander Group and, following Completion, the Combined Group may suffer material
losses from uninsurable or uninsured risks or insufficient insurance and indemnity coverage. The
Ophir Group and the Salamander Group are, and, following Completion, the Combined Group will
be also subject to the risk of unavailability of insurance, increased premiums or deductibles, reduced
coverage and additional or expanded exclusions in connection with its insurance policies and those of
operators of assets it does not itself operate. In the event of any occurrence which results in losses or
other adverse effects on the Ophir Group, the Salamander Group and, following Completion, the
Combined Group for which it does not have adequate insurance or indemnity cover, this may have a
material adverse effect on the Ophir Group’s, the Salamander Group’s and, following Completion,
the Combined Group business, prospects, financial condition and results of operations.

The Salamander Group and, following Completion, the Combined Group, may be subject to tax liabilities in
connection with the acquisition of SOCO Thailand LLC in 2010
In 2010, the Salamander Group acquired the membership interests of SOCO Thailand LLC from
SOCO International Operations LLC (‘‘SOCO’’). As part of the transaction, the parties entered into a
tax deed whereby SOCO agreed to indemnify the Salamander Group for up to US$75 million of tax
liabilities relation to the transaction or the pre-acquisition period.

If any such tax liabilities arise, a current tax liability may need to be recognised on the Salamander
Group or, following Completion, the Combined Group balance sheet in respect of the potential tax
exposures, while the corresponding asset in respect of the protection offered by the tax deed may not
be recognised at the same time if the relevant recognition criteria for accounting purposes are not
met.

Furthermore, should any tax exposure crystallise then it would be the responsibility of the
Salamander Group or, following Completion, the Combined Group to pay the tax before any claim
can be made under the tax deed. If it takes some time to recover these amounts under the tax deed,
or the Salamander Group, or following Completion, the Combined Group is unable to recover under
the tax deed, or the tax exposure is greater than US$75 million, it may have material adverse effect
on the Salamander Group’s, or following Completion, the Combined Group’s business.

39
Litigation against Ophir, Salamander and, following Completion, the Combined Group could materially
impact Ophir’s, Salamander’s and, following Completion, the Combined Group’s business
Ophir and Salamander currently have no material outstanding litigation or disputes (save as disclosed
in paragraph 11 of Part XI (Additional Information) of this Prospectus). However, there can be no
guarantee that the past, current or future actions of the Ophir Group, the Salamander Group and,
following Completion, the Combined Group will not result in litigation. Damages claimed under such
litigation may be material or may be indeterminate, and the outcome of such litigation may
materially impact on Ophir’s, Salamander’s and, following Completion, the Combined Group’s
business, prospects, financial condition and results of operations. Defence and settlement costs can be
significant, even in respect of claims that have no merit. In addition, the adverse publicity
surrounding such claims may have a material adverse effect of Ophir’s, Salamander’s and, following
Completion, the Combined Group’s business.

The Ophir Group and the Salamander Group rely and, following Completion, the Combined Group will rely on
technology systems, the failure of which could significantly impact its operations and business
The Ophir Group and the Salamander Group are, and, following Completion, the Combined Group
will be reliant on its technology systems, in particular its specialist exploration applications. The
Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s
technology systems could be exposed to, amongst other things, damage or interruption from
telecommunications failure, unauthorised entry and malicious computer code, fire, natural disaster,
power loss, industrial action, human error and acts of sabotage, war or terrorism. The occurrence of
any of the above may also significantly disrupt the Ophir Group’s, the Salamander Group’s and,
following Completion, the Combined Group’s technology systems and may lead to important data
(such as the geophysical and geological data) being irretrievably lost or damaged. Such damage or
interruption may adversely affect Ophir’s, Salamander’s and, following Completion, the Combined
Group’s business, prospects, financial condition and results of operations.

The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s operations
may be subject to delays or disruption due to actions by environmental or other stakeholder groups
The Ophir Group’s and the Salamander Group’s operations have been and, following Completion,
the Combined Group’s operations may in the future be subject to delays or disruption as a result of
actions by environmental or other stakeholder groups. For example, in November 2010 a non-
governmental organisation Anti Global Warming Association & Co. filed a claim with the Central
Administration Court of Thailand against certain Thai governmental authorities, including the
Department of Mineral Fuels and the Office of Natural Resources and Environmental Policy and
Planning of the Ministry of Energy, seeking an order to revoke concessions covering some areas of
the Western Gulf of Thailand. The concessions that the claimant is seeking to have revoked include
the concession held by the Salamander Group in respect of Block B8/38, which includes the
Salamander Group’s oil producing asset Bualuang and may include the concession in respect of Block
G4/50. As of the date of this Prospectus, no decision has been rendered in respect of this claim
though a decision is expected over the course of 2015. If a decision is made to revoke, or alter in a
manner adverse to the Salamander Group’s interests, the Salamander Group’s concession in respect of
Block B8/38 or Block G4/50, this would have a material adverse effect on the Salamander Group’s
business, results of operations, financial condition and prospects.
There can be no assurance that actions by non-governmental organisations or other stakeholder or
community groups in the future will not result in the revocation of the Salamander Group’s
Petroleum Agreements and/or delays or disruption in the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s exploration, appraisal, development or production
activities, which could have a material adverse effect on the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s business, results of operations, financial condition
and prospects.

Actual or perceived failure by the Ophir Group, the Salamander Group and, following Completion, the
Combined Group, to address social and environmental issues or corporate responsibility matters may adversely
affect the Ophir Group, the Salamander Group and, following Completion, the Combined Group
Following the oil spill in the Gulf of Mexico, increasing oil prices in recent years and large profits
posted by some oil companies, oil and gas companies are facing increasing demands to conduct their
operations in a manner consistent with environmental and social goals. Investors, customers and

40
governments are more actively following the oil and gas industry’s performance on environmental
responsibility and human rights, including performance with respect to the development of alternative
and renewable fuel resources. If the Ophir Group, the Salamander Group and, following Completion,
the Combined Group become subject to adverse publicity or perception as a result of actual or
perceived failure to address social and environmental issues or corporate responsibility matters, its
reputation may be adversely affected, which could have a material adverse effect on the Ophir
Group’s, the Salamander Group’s and, following Completion, the Combined Group’s business, results
of operations, financial condition and prospects.

Part C: Risks Relating to Ophir’s, Salamander’s and, Following Completion, the Combined Group’s
Jurisdictions of Operations
The expected levels of energy demand in South East Asia may not materialise
The growth of South East Asian economies and, as a result, the region’s energy requirements may be
lower than anticipated. If the economic growth of the South East Asia region does not continue or
declines, or if all or part of the region enters into a recession, demand for crude oil, condensate and
natural gas in the region and the prices of crude oil, condensate and natural gas in the region are
likely to decline. As most of the Salamander Group’s and, following Completion, the Combined
Group’s hydrocarbon sales will be made in South East Asia, the Salamander Group and the
Combined Group’s revenues and profitability would be materially adversely affected if the Salamander
Group, and following Completion, the Combined Group were unable to find alternative markets.
Even if the Salamander Group or, following Completion, the Combined Group were successful in
finding alternative markets outside South East Asia, they could incur higher costs of sales and
additional import/export tariffs and taxes, and they could also receive lower prices outside of South
East Asia. Consequently, a decline in the actual or anticipated levels of energy demand in South East
Asia may have a material adverse effect on the Salamander Group’s or, following Completion, the
Combined Group’s business, results of operations, financial condition and prospects.

The Ophir Group and the Salamander Group operate and, following Completion, the Combined Group will
operate, in jurisdictions that are subject to significant political, economic, legal, regulatory and social
uncertainties
The Ophir Group and the Salamander Group have and, following Completion, the Combined Group
will have, licence interests in, inter alia, Equatorial Guinea, Tanzania, Kenya, Gabon, Seychelles,
Myanmar, Thailand, Indonesia and Malaysia.
The Ophir Group’s and the Salamander Group’s operations are and, following Completion, the
Combined Group’s operations will be exposed to the significant political, economic, legal, regulatory
and social risks of the jurisdictions in which they operate. These risks potentially include adverse
changes to law, rules and regulations on fiscal policy, expropriation (which could, among others, take
the form of the cancellation, invalidation, or termination of, a unilateral change or a series of
unilateral changes to, Petroleum Agreements or other contracts, licences, permits, authorisations or
approvals), difficulties and delays in obtaining new permits or licences or in renewing existing ones,
nationalisation of property, the unilateral imposition of onerous obligations on the Ophir Group, the
Salamander Group or the Combined Group, instability in political, economic or financial systems,
uncertainty arising from underdeveloped legal and regulatory systems, bribery and corruption, civil
strife or labour unrest, war, hostilities, armed conflict, guerrilla activities or military repression,
terrorism, piracy, organised crime, HIV-AIDS and outbreaks of other infectious diseases, prohibitions,
restrictions on production, price controls, inability to repatriate profits and/or dividends, material
fluctuations in currency exchange rates and high inflation, limitations or the imposition of tariffs or
duties on imports of certain goods or exchange controls.
In some of the jurisdictions in which the Ophir Group and the Salamander Group operate and
following Completion, where the Combined Group will operate, there is a history of civil and
political conflict including civil war and government change by coup d’état. For example, Thailand
has experienced increasing political and social instability in recent years, as a series of coups, changes
in government and mass demonstrations took place between 2005 and 2012. Any future political
uncertainty or social unrest in the jurisdictions where the Ophir Group and the Salamander Group
operate and, following Completion, where the Combined Group will operate could disrupt operations
and otherwise have a material adverse effect on the Ophir Group’s, the Salamander Group’s and the
Combined Group’s business, results of operations, financial condition and prospects.

41
Any political or governmental instability could have a particularly significant impact on the Ophir
Group, the Salamander Group and the Combined Group because their principal assets are Petroleum
Agreements granted by the governments in the jurisdictions in which it operates. The Ophir Group
and the Salamander Group are and, following Completion, the Combined Group will be required to
negotiate the terms of its exploration and development projects with these governments and enter into
Petroleum Agreements with the relevant authorities. However, such governments may impose
conditions that could affect the viability of any given project such as providing the government with
free carried interests, requiring local company participation or providing subsidies for the development
of the local infrastructure or other social assistance. Additionally, if significant political changes occur,
whether at the local, national or international level, there can be no assurance that the relevant
governments will not seek to revise the terms of such Petroleum Agreements in a manner adverse to
the Ophir Group, the Salamander Group and the Combined Group. In addition, the governments of
the countries in which the Ophir Group and the Salamander Group currently operate, or where the
Combined Group may operate in the future, have exercised and continue to exercise significant
influence over the oil and gas industry. Some of the governments’ actions aimed at the oil and gas
industry, such as a change in oil or gas pricing policies or taxation regime, or renegotiation or
nullification of existing Petroleum Agreements, could have a material adverse effect on the Ophir
Group’s, the Salamander Group’s and the Combined Group’s business, results of operations, financial
condition and prospects.
The occurrence of any of the factors listed above could have a material and adverse effect on the
Ophir Group’s, the Salamander Group’s and the Combined Group’s business, prospects and results of
operations.

The Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s businesses
depend on permits and consents granted by the authorities of the countries where the Ophir Group, the
Salamander Group and, following Completion, the Combined Group operate and may experience substantial
delays or increased costs in obtaining all necessary permits
In order to conduct its exploration, appraisal, development and production activities, the Combined
Group will be required to obtain various permits and approvals issued by the relevant governmental
authorities in the countries where the Combined Group will operate (namely licences, permits,
authorisations, consents and approvals from and registrations and filings with and ratifications by
governmental and regulatory authorities including those relating to the exploration, appraisal,
development, procurement and importation of assets and equipment, operation, production,
marketing, pricing, transportation and storage of oil and gas, taxation and environmental and health
and safety matters). In common with other operators, the Combined Group may experience delays in
obtaining some of the permits that it requires.
The Ophir Group, the Salamander Group and, following Completion, the Combined Group have and
will have limited control over whether or not necessary licences (or renewals thereof) are granted, the
timing of obtaining (or renewing) such licences, the terms on which they are granted or the tax
regime to which it or assets in which it has interests will be subject. In addition, the Ophir Group,
the Salamander Group and, following Completion, the Combined Group, or operators under
Petroleum Agreements in which the Ophir Group, the Salamander Group and, following Completion,
the Combined Group has an interest, may be unable or unwilling to comply with the terms or
requirements of a licence including the meeting of specified deadlines for prescribed tasks and other
obligations set out in the work programmes attached to the licence, which may entitle the relevant
authority to suspend or withdraw the terms of the licence or approval. Non-compliance with these
obligations may also give rise to enforcement action by the relevant authorities.
In a number of jurisdictions the laws and regulations which govern such licences and other regulatory
requirements are undeveloped, untested and subject to change. In addition, administration and
interpretation of these laws and regulations by the tribunals vary considerably and may be subject to
change. Furthermore, changes in governmental policy may have a negative impact on foreign
investment and the Ophir Group’s, the Salamander Group’s and, following Completion, the
Combined Group’s business. The Ophir Group and the Salamander Group therefore have, and,
following Completion, the Combined Group will have limited control over whether or not such
licences and other regulatory requirements (or renewals thereof) are granted, the timing of obtaining
(or renewing) them, the terms on which they are granted or renewed, any fees, levies, taxes, duties or
other imposts payable in connection therewith or the general tax regime to which it or the assets in
which it has interests in the relevant jurisdiction will be subject. Further, the licensing authorities have

42
a high degree of discretion in determining the validity of a licence and whether or not licence holders
are in compliance with their legal obligations. Moreover, vague and inconsistent regulatory and other
legal requirements can make it difficult to conclude that any given licence has been issued in full
compliance with applicable law. Therefore, there can be no assurance that the Ophir Group, the
Salamander Group and, following Completion, the Combined Group licences will not be challenged
or revoked for prior or future breaches.
If the Ophir Group, the Salamander Group and, following Completion, the Combined Group are
unable to receive necessary licences in the future, or current licences are terminated or not renewed,
the Ophir Group, the Salamander Group and, following Completion, the Combined Group may have
to delay or cancel investment or development programmes. Any failure to obtain or maintain
required licences or any loss of or challenge to a material licence could materially adversely affect the
Ophir Group’s, the Salamander Group’s and, following Completion, the Combined Group’s business,
results of operations, financial condition and prospects.
As some of the Ophir Group’s, the Salamander Group’s and, following Completion, the Combined
Group’s assets are operated by third party operators, an act or omission by a third party operator
could result in a revocation, suspension or non-renewal of a licence relating to a field where the
Ophir Group, the Salamander Group and, following Completion, the Combined Group holds an
interest but which the Ophir Group, the Salamander Group and, following Completion, the
Combined Group does not operate. While operating agreements in respect of the assets not operated
by the Ophir Group, the Salamander Group and, following Completion, the Combined Group often
provide for a right of consultation or consent in relation to significant matters, the Ophir Group, the
Salamander Group and, following Completion, the Combined Group generally has limited control
over the day-to-day management or operations of those assets and will often be dependent upon the
operator with respect to matters relating to compliance with licence terms and renewal of licences.
Failure to obtain, or delays or additional costs associated with obtaining, the necessary permits and
approvals required by the Ophir Group, the Salamander Group and, following Completion, the
Combined Group to conduct its production, development, appraisal and exploration activities may
delay the Combined Group’s operations and the execution of the Ophir Group’s, the Salamander’s
Group and, following Completion, the Combined Group’s strategy, which could have a material
adverse effect on the Combined Group’s business, results of operations, financial condition and
prospects.

Uncertainties in the interpretation and application of laws and regulations in the jurisdictions in which the
Ophir Group and the Salamander Group operate and, following Completion, where the Combined Group will
operate could have an adverse effect on the Ophir Group’s, the Salamander Group’s or the Combined Group’s
business
In several jurisdictions in which the Ophir Group and the Salamander Group have and, following
Completion, where the Combined Group will have assets, decisions of the courts are not published
and there are no public registers of property interests (including rights under Petroleum Agreements).
In some of these jurisdictions there is little legislation regulating the oil and gas exploration,
development, production or other activities which the Ophir Group may undertake. It may
accordingly not be possible to establish, assert, protect or defend legal rights or title to assets (and, in
particular rights to explore for, develop and produce petroleum) in the jurisdictions in which the
Ophir Group and the Salamander Group operate and, following Completion, where the Combined
Group will operate or propose to operate with any certainty.
The courts in the jurisdictions in which the Ophir Group and the Salamander Group operate and,
following Completion, where the Combined Group will operate, may offer less certainty as to the
judicial outcome or a more protracted judicial process than is the case in more established and
developed jurisdictions. Accordingly, the Ophir Group, the Salamander Group or the Combined
Group could face risks such as: (i) effective legal redress in the courts of such jurisdictions being
more difficult to obtain, whether in respect of a breach of law or regulation, or, in an ownership or
contract dispute; (ii) a higher degree of discretion on the part of governmental authorities and
therefore less certainty; (iii) a lack of judicial or administrative guidance on interpreting applicable
rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations,
decrees, orders and resolutions; (v) relative inexperience of the judiciary and courts in such matters or
(vi) a more protracted judicial process resulting in delays and higher costs in reaching a judicial
outcome. In certain jurisdictions, the commitment of local business people, government officials and
agencies and the judicial system to abide by legal requirements and negotiated agreements may be

43
more uncertain, creating particular concerns with respect to Petroleum Agreements and business
agreements. Some or all of such Petroleum Agreements and business agreements may be susceptible
to revision or cancellation and legal redress may be uncertain, unavailable or delayed. Equally, there
can be no assurance that Petroleum Agreements, joint ventures, licences, licence applications or other
legal arrangements the Ophir Group, the Salamander Group or the Combined Group enter into will
not be adversely affected by the actions of government authorities or others and the effectiveness of
and enforcement of such arrangements in these jurisdictions cannot be assured.
Any contracts, Petroleum Agreements, joint ventures or other legal agreements that contain governing
law and/or jurisdiction clauses of a jurisdiction other than that in which the Ophir Group, the
Salamander Group or the Combined Group wishes to seek enforcement may not be enforceable
under local laws, in particular where the jurisdiction does not have bilateral enforcement treaties with
the jurisdiction of such agreement or is not a party to the United Nations Convention on the
Recognition and Enforcement of Foreign Arbitral Awards 1958.

There are risks and limitations in the title registration systems in certain of the regions in which the Ophir
Group and the Salamander Group operate, and following Completion, where the Combined Group will operate
Whilst the Ophir Group and the Salamander Group have investigated their title to, rights over and
interests in, their Petroleum Agreements and other assets, this should not be construed as a guarantee
of their title to such assets. The Ophir Group’s and the Salamander Group’s rights under its
Petroleum Agreements and other assets, in particular those Petroleum Agreements in which the Ophir
Group or the Salamander Group have acquired their interests from a third party rather than directly
from the relevant government, may be subject to prior unregistered agreements or transfers that have
not been recorded or detected through title research and title may be affected by such undetected
defects.
There can be no assurance that the Ophir Group’s or the Salamander Group’s title to some of their
licence interests or other assets, including those interests which the Ophir Group or the Salamander
Group have acquired from a third party rather than directly from the relevant government, will not
be challenged or impugned. Any such challenge could have a material adverse effect on the Ophir
Group’s, the Salamander Group’s or the Combined Group’s business, prospects, financial condition
and results of operations.

The success of the Ophir Group’s, Salamander Group’s and, following Completion, the Combined Group’s
exploration and production operations depends on its Petroleum Agreements and similar arrangements with
governmental entities; the Salamander Group’s interests in or title under the Petroleum Agreements could be
challenged
The Ophir Group and the Salamander Group have entered into Petroleum Agreements with
governments or government-controlled entities in the jurisdictions in which the Ophir Group and the
Salamander Group operate (collectively, the ‘‘Government Counterparties’’). The Petroleum
Agreements are subject to the influence of governmental agencies and to the regulatory structure in
the jurisdictions of the Government Counterparties, which are subject to change. There can be no
assurance that any such changes would not adversely affect the Ophir Group’s, the Salamander
Group’s and, following Completion, the Combined Group’s ability to perform, or its rights, under the
Petroleum Agreements.
Furthermore, the Ophir Group, the Salamander Group and, following Completion, the Combined
Group must comply with certain procedural requirements in order to obtain the reimbursement of
costs incurred under the Petroleum Agreements and to deduct such costs for income tax purposes
under the Concession Agreements. The Ophir Group, the Salamander Group and, following
Completion, the Combined Group may not be able to recover reimbursement or obtain tax
deductibility, respectively of all such costs. The Ophir Group, the Salamander Group and, following
Completion, the Combined Group may also be hindered or prevented from enforcing its rights under
certain Petroleum Agreements, and Concession Agreements due to the doctrine of sovereign
immunity. If the Ophir Group, the Salamander Group and, following Completion, the Combined
Group are unable to comply with rules or regulations to which its Petroleum Agreements are subject
or if any of the Government Counterparties take any actions adverse to the interests of the Ophir
Group, the Salamander Group and, following Completion, the Combined Group, this could have a
material adverse effect on the Salamander Group’s and, following Completion, the Combined Group’s
business, results of operation, financial condition and prospects.

44
If it is determined that any Petroleum Agreements held by the Ophir Group or the Salamander
Group was issued, re-issued, amended, transferred, assigned and/or entered into in violation of
applicable laws or regulations, such Petroleum Agreement could be subject to revocation. A loss of
any such Petroleum Agreement could have a material adverse effect on the Salamander Group’s, the
Ophir Group’s and, following Completion, the Combined Group’s business, results of operations,
financial condition and prospects.
Moreover, the Ophir Group’s, the Salamander Group’s and, following Completion, the Combined
Group’s ownership interests in or title to licences may be challenged, and if these challenges are
successful, the Salamander Group and, following Completion, the Combined Group could lose all or
a portion of its ownership interest in or title to the underlying licence. While the Salamander Group
is the owner of record of all oil and gas licences in which the Salamander Group has a participating
interest and is the shareholder of record in APICO in respect of licences held by APICO or its direct
or indirect subsidiaries, certain of the Salamander Group’s and, following Completion, the Combined
Group’s ownership interests in licences may be subject to prior claims or unregistered agreements, and
title may be affected by undetected defects or incomplete or missing documentation.
Other documentary gaps may exist in the chain of ownership of certain of the Salamander Group’s
Concessions and licences (including certain Concessions in the Salamander Group’s core areas).
However, the Salamander Group has not experienced or been exposed to any adverse consequences of
or disputes relating to these gaps in the documentary record and believes that it is the full and
undisputed owner of the concessions and licences described in this Prospectus as being owned by the
Salamander Group and that the risk of loss of any such licence as a result of such gaps in
documentation is remote.

Militant activity, terrorism and piracy in certain of the regions in which the Ophir Group and the Salamander
Group operate and, following Completion, where the Combined Group will operate, may impact their business
Militant activity, terrorism and piracy are major problems in certain of the regions in which the
Ophir Group and the Salamander Group operate and, following Completion, where the Combined
Group will operate, and in particular, the Indian Ocean has seen an upsurge in marine criminal
activity. There is a risk that companies such as the Ophir Group or the Salamander Group and their
employees and third party contractors may be singled out. While there have been no direct incidents
involving the Ophir Group’s or the Salamander Group’s operations, there have been incidents
involving pirate and terrorist activity, including attempted hijackings, in the vicinity of areas in which
the Ophir Group operates.
Such attacks and kidnappings could severely disrupt exploration, appraisal, development and
production across a broad geographical area. The security environment in such regions is likely to
remain volatile as a result of continuing terrorism and piracy. The Ophir Group has operated an
extensive security operation in Tanzania, Kenya and Equatorial Guinea in conjunction with respective
naval forces of these countries to provide support and assistance in case of an incident. However, if
the Ophir Group, the Salamander Group or the Combined Group or their employees and third party
contractors are the subject of any attacks, kidnappings or other security threats, they may be required
to incur additional expenditure through increased insurance premiums, hiring additional security or
equipment, replacement of assets and additional safety protections. Furthermore, any such event
could have an adverse effect on the Ophir Group’s or the Salamander Group’s ability to staff its
operations adequately and could affect their reputation.
The occurrence of any of the above could result in a long-term delay to the petroleum exploration,
appraisal, development and production by the Ophir Group, the Salamander Group or the Combined
Group in the affected region and could restrict their control over the nature and timing of its
exploration, appraisal, development, production and other activities. Such interruptions, expenditure
or delays could have a material and adverse effect on the Ophir Group’s, the Salamander Group’s or
the Combined Group’s business, prospects, financial condition and results of operations.

The Ophir Group and the Salamander Group conduct and following Completion, the Combined Group will
conduct business in jurisdictions with inherent risks relating to fraud, bribery and corruption
The Ophir Group and the Salamander Group currently conduct business in a number of jurisdictions
that have been allocated low scores on Transparency International’s ‘‘Corruption Perceptions Index’’.
Doing business in developing countries brings with it inherent risks associated with enforcement of
the Ophir Group’s and the Salamander Group’s legal and contractual rights and third party
obligations, fraud, bribery and corruption. Fraud, bribery and corruption are more common in some

45
jurisdictions than in others. In addition, the oil and gas industries have historically been shown to be
vulnerable to corrupt or unethical practices.
While the Ophir Group and the Salamander Group maintain anti-corruption training programmes,
codes of conduct and other safeguards designed to prevent the occurrence of fraud, bribery and
corruption, it may not be possible for them to detect or prevent every instance of fraud, bribery or
corruption in every jurisdiction in which its employees, agents, sub-contractors or joint venture
partners are located. The Ophir Group, the Salamander Group and, following Completion, the
Combined Group may therefore be subject to civil and criminal penalties and to reputational damage.
Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions
in which the Ophir Group and the Salamander Group operate, including the UK Bribery Act 2010,
could have a material adverse effect on its results of operations and financial conditions. In addition,
as a result of the Ophir Group’s and the Salamander Group’s anti-corruption training programmes,
codes of conduct and other safeguards, there is a risk that the Ophir Group and the Salamander
Group could be at a commercial disadvantage and may fail to secure contracts and licences to the
advantage of other companies who may not have or comply with such anticorruption safeguards.

Changes in government policy could have a negative impact on the Ophir Group’s, the Salamander Group’s
and, following Completion, the Combined Group’s business
Governments of oil and gas producing jurisdictions typically exercise significant influence over their
domestic oil and gas industries, as well as many other aspects of their respective economies. Any
government action concerning the economy, including the oil and gas industry (such as a change in
oil or gas pricing policy, domestic supply obligation or taxation rules or practice (see further the risks
identified under ‘‘Tax regimes in certain jurisdictions are subject to differing interpretations and are
subject to change’’ below), or renegotiation or nullification of existing concession contracts or oil and
gas exploration policy, laws or practice), could have a material adverse effect on the Ophir Group,
the Salamander Group or the Combined Group. Sovereign or regional governments could also
require the Ophir Group, the Salamander Group or the Combined Group to grant to them larger
shares of oil and gas or revenues than previously agreed to, or postpone or review projects,
nationalise assets, or make changes to laws, rules, regulations or policies, in each case, which could
adversely affect the Ophir Group’s, the Salamander Group’s or the Combined Group’s business,
prospects, financial condition and results of operations.

Tax regimes in certain jurisdictions are subject to differing interpretations and are subject to change
Tax regimes in certain jurisdictions in which the Ophir Group, the Salamander Group and, following
Completion, the Combined Group will have a presence may be subject to differing interpretations and
are often subject to legislative change and changes in administrative interpretation in those
jurisdictions. Such changes can be prompted by, inter alia, transactions (including those that may
require governmental consent) and may be implemented with retrospective effect. The interpretation
by the Ophir Group, the Salamander Group, and, following Completion, the Combined Group of
relevant tax law as applied to their transactions and activities (including farm ins and farm outs) may
not coincide with that of the relevant tax authorities now or at a future date. As a result,
transactions may be challenged by tax authorities and any profits from activities in those jurisdictions
may be assessed to additional tax or additional transactional taxes (e.g. stamp duty or VAT), which,
in each case, could result in significant additional taxes, penalties and interest, any of which could
have a material adverse impact on the Ophir Group’s, the Salamander Group’s and, following
Completion, the Combined Group’s business, prospects, financial condition or results of operations.
The Salamander Group is subject to taxation in the United Kingdom, Thailand, Indonesia, Canada,
Singapore, Malaysia and Laos and is faced with increasingly complex tax laws. The amount of tax
the Salamander Group pays could increase substantially as a result of changes in, or new
interpretations of, these laws, which could have a material adverse effect on its liquidity and results
of operations. During periods of high profitability in the oil and gas industry, there are often calls for
increased or windfall taxes on oil and gas revenue. Taxes have increased or been imposed in the past
and may increase or be imposed again in the future. In addition, taxing authorities could review and
question the Salamander Group’s or the Ophir Group’s tax returns leading to additional taxes and
penalties which could be material.

46
Part D: Risks Relating to Ophir Shares
The value of ordinary shares of the Company may fluctuate significantly as a result of a large number of
factors
The value of the Ophir Shares may, in addition to being affected by Ophir’s and, following
Completion, the Combined Group’s actual or forecast operating results, fluctuate significantly as a
result of a large number of factors, some specific to Ophir, the Combined Group and their operations
and some which may affect oil and gas companies generally and which are outside Ophir’s and the
Combined Group’s control, including, among others:
(a) fluctuations in the prices of oil, gas and other petroleum products;
(b) the results of exploration, development and appraisal programmes and production operations;
(c) changes in the financial performance of Ophir, the Combined Group, their peers or the industry;
(d) changes in laws, rules and regulations applicable to Ophir, the Combined Group, and their
operations;
(e) general economic, political and other conditions, in particular, in the African region; and
(f) fluctuations in the capital markets.

Future issues of Ophir Shares could dilute Shareholders’ holdings of Existing Ophir Shares and could
materially affect the market price of the Ophir Shares
Further to the proposed issue of New Ophir Shares, Ophir has no current plans for an offering of
ordinary shares. However, it is possible that Ophir may decide to offer additional Ophir Shares in the
future either to raise capital or for other purposes. An additional offering could have an adverse
effect on the market price of the Ophir Shares as a whole.

US Shareholders may be unable to exercise pre-emptive rights if the Company allots Ophir Shares for cash in
the future
If the share capital of Ophir is increased and new Ophir Shares are issued for cash, existing holders
of Ophir Shares are, under Ophir’s constitutional documents, entitled to pre-emptive rights in respect
of those Ophir Shares unless such rights are waived by a shareholders’ resolution. If Ophir allots
Ophir Shares for cash in the future, even in circumstances where pre-emptive rights are not waived,
holders of the Ophir Shares outside the UK may not be able to exercise their pre-emptive rights for
Ophir Shares unless Ophir decides to comply with applicable local laws and regulations. US
shareholders would not be able to exercise their pre-emptive rights to acquire the new ordinary shares
unless an effective registration statement was in place or an exemption from the registration
requirements of the US Securities Act was available. There can be no assurance that Ophir will file
any such registration statement, or that an exemption to the registration requirements of the
US Securities Act will be available, which would result in the US shareholders being unable to
exercise their pre-emptive rights.

If Ophir were a passive foreign investment company for US federal income tax purposes for any taxable year
during which a US Holder holds New Ophir Shares, the US Holder could be subject to certain material adverse
US federal income tax consequences
If Ophir were a ‘‘passive foreign investment company’’ (a ‘‘PFIC’’) within the meaning of Section
1297 of the US Internal Revenue Code of 1986, as amended, for any taxable year during which a US
Holder holds New Ophir Shares, certain material adverse US federal income tax consequences may
apply to the US Holder, such as taxation at the highest marginal ordinary income tax rates on
capital gains and on certain actual or deemed dividends, interest charges on certain taxes treated as
deferred, and additional reporting requirements. Ophir does not expect that it will be a PFIC for its
current taxable year and does not expect to be a PFIC in the foreseeable future. However, PFIC
status depends on the composition of a corporation’s income and assets and the fair market value of
its assets (including, among other things, less than 25 per cent. owned equity investments), from time
to time, as well as on the application of complex and uncertain statutory and regulatory rules that
are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance
that Ophir will not be considered a PFIC for any taxable year. Please see ‘‘United States Taxation
Considerations – PFIC Considerations’’ of Part IX (Taxation) for more details. US investors should
consult their own tax advisors regarding the potential application of the PFIC rules.

47
The market price of the Ophir Shares may be affected by fluctuations in exchange rates
Ophir reports and, following Completion, the Combined Group will report its results of operations
and financial condition in US Dollars and Ophir’s share price is quoted on the London Stock
Exchange in pounds sterling. As a consequence Shareholders may experience fluctuation in the market
price of the Ophir Shares as a result of, amongst other factors, movements in the exchange rate
between pounds sterling and US Dollars.

Ophir does not plan on making dividend payments in the near future
There can be no assurance as to the level of future dividends. The declaration, payment and amount
of any future dividends of Ophir are subject to the discretion of the Directors, and will depend on,
among other things, Ophir’s earnings, financial position, cash requirements and availability of profits.
A dividend may never be paid and, at present, there is no intention to pay a dividend.

United Kingdom Tax risk

Any change in current tax law or practice could adversely affect holders of Ophir Shares. Statements
in this Prospectus concerning the taxation of holders of Ophir Shares are based on current UK tax
law and published HMRC practice as at the date of this Prospectus, both of which may be subject to
change, possibly with retrospective effect.
The taxation of an investment in New Ophir Shares depends on the individual circumstances of
investors in New Ophir Shares. The summary of the UK taxation treatment of an investment in the
New Ophir Shares set out in Part IX (United Kingdom Taxation Considerations) of this Prospectus
is intended as a general guide only. It does not address the specific tax position of every investor and
only deals with rules of UK taxation of general application. Therefore, any investors who are in any
doubt as to their tax position regarding the New Ophir Shares and any investors subject to tax in a
jurisdiction other than the UK should consult their own independent tax advisers.

48
 PRESENTATION OF INFORMATION
General
Investors should only rely on the information contained in this Prospectus. No person has been
authorised to give any information or make any representations other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having
been so authorised by Ophir, the Directors, the Proposed Director or the Sponsor. No representation or
warranty, express or implied, is made by the Sponsor as to the accuracy or completeness of such
information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or
representation by the Sponsor as to the past, present or future. Without prejudice to any legal or
regulatory obligation on Ophir to publish a supplementary prospectus pursuant to Section 87G of the
FSMA and Prospectus Rule 3.4, neither the delivery of this Prospectus nor Admission shall, under any
circumstances, create any implication that there has been no change in the business or affairs of the
Ophir Group or the Salamander Group taken as a whole since the date of this Prospectus or that the
information in it is correct as of any time after the date of this Prospectus.
The Company will update the information provided in this Prospectus by means of a supplementary
prospectus if a significant new factor, material mistake or inaccuracy arises or is noted relating to the
information included in this Prospectus. Any supplementary prospectus will be subject to approval by
the FCA and will be made public in accordance with the Prospectus Rules.
Ophir will comply with its obligation to publish supplementary prospectuses containing further
updated information required by law or by any regulatory authority but assumes no further
obligation to publish additional information.
The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each
prospective investor should consult a legal adviser, an independent financial adviser duly authorised
under the FSMA or a tax adviser for legal, financial or tax advice in relation to any investment in or
holding of Ophir Shares. Each prospective investor should consult with such advisers as needed to
make its investment decision and to determine whether it is legally permitted to hold shares under
applicable legal investment or similar laws or regulations. Investors should be aware that they may be
required to bear the financial risks of this investment for an indefinite period of time.
Investing in and holding the Ophir Shares involves financial risk. Prior to investing in the Ophir
Shares, investors should carefully consider all of the information contained in this Prospectus, paying
particular attention to the section entitled ‘‘Risk Factors’’ on pages 23 to 48 of this Prospectus.
Investors should consider carefully whether an investment in the Ophir Shares is suitable for them in
light of the information contained in this Prospectus and their personal circumstances.
The Financial Advisers and their affiliates may have engaged in transactions with, and provided
various investment banking, financial advisory and other services to the Company, for which they
would have received customary fees. The Financial Advisers and their affiliates may provide such
services to the Company and any of their affiliates in the future.

Presentation of financial information

The historical consolidated financial information relating to the Ophir Group included in Part VI
(Historical Consolidated Financial Information Relating to the Ophir Group) of this Prospectus,
including that which is incorporated by reference into this Prospectus, and the Salamander Group
referred to in Part VII (Historical Consolidated Financial Information Relating to the Salamander
Group) of this Prospectus and which is incorporated by reference into this Prospectus has been
prepared in accordance with IFRS.

Pro forma financial information

In this Prospectus, any reference to ‘pro forma’ financial information is to information which has been
extracted without material adjustment from the unaudited pro forma financial information contained
in Part VIII (Unaudited Pro Forma Financial Information of the Combined Group) of this
Prospectus. The unaudited pro forma financial information contained in Part VIII (Unaudited Pro
Forma Financial Information of the Combined Group) of this Prospectus has been prepared on the
basis of the notes set out therein.
The unaudited pro forma financial information has been prepared for illustrative purposes only and,
because of its nature, addresses a hypothetical situation and, therefore, does not represent the Ophir
Group’s, the Salamander Group’s, or the Combined Group’s actual financial position or results.

49
Future results of operations may differ materially from those presented in the combined financial
information due to various factors.

Rounding
Percentages and certain amounts included in this Prospectus have been rounded for ease of
presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the
figures that precede them.

Currencies
Unless otherwise indicated in this Prospectus, all references to:
* ‘‘sterling’’, ‘‘£’’ or ‘‘pence’’ are to the lawful currency of the UK; and
* ‘‘US Dollars’’, or ‘‘Dollars’’ or ‘‘US$’’ are to the lawful currency of the United States.
Unless otherwise indicated, the financial information contained in this Prospectus has been expressed
in US Dollars. The Ophir Group presents its financial statements in US Dollars.

Forward-looking statements
Certain statements contained in this Prospectus, including those in the sections headed ‘‘Summary’’,
‘‘Risk Factors’’, ‘‘Part II (Information on Ophir)’’; ‘‘Part III (Information on Salamander)’’; and
‘‘Part IV (Operating and Financial Review of Ophir)’’ of this Prospectus constitute ‘‘forward-looking
statements’’. All statements other than statements of historical facts included in this Prospectus may
be forward-looking statements. Without limitation, any statements preceded or followed by or that
include the words ‘‘targets’’, ‘‘plans’’, ‘‘believes’’, ‘‘expects’’, ‘‘aims’’, ‘‘intends’’, ‘‘will’’, ‘‘may’’,
‘‘anticipates’’, ‘‘estimates’’, ‘‘projects’’ or words or terms of similar substance or the negative thereof,
are forward-looking statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Ophir’s or Salamander’s
operations and potential synergies resulting from the Transaction; and (iii) the effects of government
regulation on Ophir’s or Salamander’s business.
Such forward-looking statements involve risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those projected or implied in any forward-
looking statements. The important factors that could cause Ophir’s or Salamander’s actual results,
performance or achievements to differ materially from those in the forward-looking statements
include, among others, economic and business cycles, the terms and conditions of Ophir’s or
Salamander’s financing arrangements, foreign currency rate fluctuations, competition in Ophir’s or
Salamander’s principal markets, acquisitions or disposals of businesses or assets and trends in Ophir’s
and/or Salamander’s principal industries. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only as of the date
hereof. Each of Ophir and Salamander and each of their respective members, directors, officers,
employees, advisers and any other persons acting on their behalf disclaims any obligation to update
any forward-looking or other statements contained herein, except as required by applicable law.
The statements above relating to forward-looking statements should not be construed as a
qualification on the opinion of Ophir as to working capital set out in paragraph 10 of Part XI
(Additional Information) of this Prospectus.
Prospective investors are advised to read, in particular, the following parts of this Prospectus for a
more complete discussion of the factors that could affect the Ophir Group’s or the Combined
Group’s future performance and the industry in which the Ophir Group or the Combined Group
operates: the section entitled ‘‘Risk Factors’’ on pages 23 to 48 of this Prospectus, Part II
(Information on Ophir), Part III (Information on Salamander), Part IV (Operating and Financial
Review of Ophir), Part VI (Historical Consolidated Financial Information Relating to the Ophir
Group), Part VII (Historical Consolidated Financial Information Relating to the Salamander Group)
and Part VIII (Unaudited Pro Forma Financial Information of the Combined Group) of this
Prospectus. In light of these risks, uncertainties and assumptions, the events described in the forward-
looking statements in this Prospectus may not occur.
The forward-looking statements contained in this Prospectus speak only as of the date of this
Prospectus. The Company, the Directors, the Proposed Director and the Sponsor expressly disclaim

50
any obligations or undertaking to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless required to do so by applicable law
or regulation, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules.

No profit forecasts or estimates

No statement in this Prospectus is intended as a profit forecast or estimate for any period and no
statement in this Prospectus should be interpreted to mean that earnings or earnings per share for
Ophir or Salamander, as appropriate, for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for Ophir or Salamander, as
appropriate.

Market, economic and industry data

This Prospectus contains information regarding the Ophir Group and the Salamander Group’s
businesses and the industry in which it operates and competes, which the Company has obtained
from various third party sources. Where information contained in this Prospectus originates from a
third party source, it is identified where it appears in this Prospectus together with the name of its
source. Such third party information has been accurately reproduced and, so far as Ophir is aware
and is able to ascertain from information published by the relevant third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading.

No incorporation of website information

The contents of Ophir’s and Salamander’s websites or any hyperlinks accessible from those websites
do not form part of this Prospectus and investors should not rely on them.

Defined terms
Certain terms used in this Prospectus are defined and certain technical and other terms used in this
Prospectus are set out in Part XII (Definitions) and Part XIII (Glossary of Technical Terms) of this
Prospectus.
All times referred to in this Prospectus are, unless otherwise stated, references to London time.
All references to legislation in this Prospectus are to the legislation of England and Wales unless the
contrary is indicated. Any reference to any provision of any legislation or regulation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.

US considerations
The Company is a holding company organised as a public limited company incorporated under the
laws of England and Wales with business operations conducted through various subsidiaries. The
majority of the Directors, the Proposed Director and all of its officers reside outside the US. In
addition, substantially all of the Company’s assets and the majority of the assets of its Directors and
officers and the Proposed Director are located outside of the US. As a result, it may not be possible
for US investors to effect service of process within the US upon the Company or its Directors and
officers or the Proposed Director located outside the US or to enforce in the US courts or outside
the US judgments obtained against them in US courts or in courts outside the US, including
judgments predicated upon the civil liability provisions of the US federal securities law or the
securities laws of any state or territory within the US. There is also doubt as to the enforceability in
England and Wales, whether by original actions or by seeking to enforce judgements of US courts, of
claims based on the federal securities laws of the US. In addition, punitive damages in actions
brought in the US or elsewhere may be unenforceable in England and Wales.

51
 INDICATIVE TRANSACTION STATISTICS

Number of Existing Ophir Shares(1) 575,186,914

Number of New Ophir Shares to be issued pursuant to the Scheme(2) 153,163,173

Number of Ophir Shares in issue immediately following Admission(2) 728,350,087

New Ophir Shares as a percentage of the Enlarged Issued Share Capital(2) 21.0%

ISIN GB00B24CT194

SEDOL B24CT19

Notes:
(1) Number of Ophir Shares as at 14 January 2015 (excludes 18,139,530 Ophir Shares held in treasury).
(2) Excluding Ophir Shares held in treasury and based on 259,129,055 Salamander Shares in issue as at 14 January 2015 and assuming
that: (i) all vested share options under the Salamander Share Schemes are exercised in full and the resulting 8,685,552 Salamander
Shares are exchanged for New Ophir Shares under the Scheme (which excludes share options held by participants in Thailand and
Indonesia which are proposed to be cash cancelled); (ii) there are no other issues of Salamander Shares or Ophir Shares (including
under the Ophir Share Schemes) between 14 January 2015 and the Effective Date; and (iii) there are no buybacks of Ophir Shares
between 14 January 2015 and the Effective Date.

52
 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times given in the table below in connection with the Transaction are indicative only
and are based on Ophir’s current expectations, may be subject to change and will depend, among
other things, on the date upon which the Court sanctions the Scheme and confirms the Capital
Reduction and the date on which the Conditions are satisfied or, if capable of waiver, waived. The
timetable is also dependent on whether the Court Order(s) sanctioning the Scheme and confirming the
Capital Reduction and, in relation to the Capital Reduction, the statement of capital are delivered to
the Registrar of Companies. The timetable is also dependent on the process for implementation of the
Transaction.
If any of the times and/or dates below change, the revised times and/or dates will be notified by
Ophir to Ophir Shareholders by announcement through a Regulatory Information Service.
All times shown in this Prospectus are London times unless otherwise stated.

Event Time and/or date

Publication of the Scheme Document 14 January 2015

Publication of this Prospectus 16 January 2015
Publication of the Circular 16 January 2015
Latest time for receipt of Ophir Forms of Proxy/CREST 11.00 a.m. on 4 February 2015(1)
Proxy instructions for the Ophir General Meeting
Latest time for receipt of Salamander Forms of Proxy/
CREST Proxy instructions for the:
Court Meeting for Salamander Shareholders 1.00 p.m. on 4 February 2015(2)
Salamander General Meeting 1.15p.m. on 4 February 2015(3)
Scheme Voting Record Time 6.00 p.m. on 4 February 2015(4)
Ophir General Meeting 11.00 a.m. on 6 February 2015
Court Meeting 1.00 p.m. on 6 February 2015
Salamander General Meeting 1.15p.m. on 6 February 2015(5)
Scheme Court Hearing to sanction the Scheme and date of 25 February 2015(6)
the Scheme Court Order
Last day of dealings in, and for registration of transfers of, 27 February 2015(6)
and disablement in CREST of, Salamander Shares
Scheme Record Time 6.00 p.m. on 27 February 2015(6)
Suspension of listing and dealing in Salamander Shares 7.30 a.m on 2 March 2015(6)
Second Court Hearing to confirm the Capital Reduction 2 March 2015(6)
Effective Date 2 March 2015(6)
Delisting of Salamander Shares by no later than 8.00 a.m. on 3 March 2015(6)
Issue of New Ophir Shares by no later than 8.00 a.m. on 3 March 2015(6)
CREST accounts credited by no later than 8.00 a.m. on 3 March 2015(6)
Admission and commencement of dealings in New Ophir by no later than 8.00 a.m. on 3 March 2015(6)
Shares
Latest date for despatch of cheques in respect of cash 17 March 2015(6)
consideration (where relevant), share certificates in respect
of New Ophir Shares and for settlement of cash
consideration (where relevant) through CREST or other
form of payment
Long Stop Date 11.59 p.m. on 30 June 2015(7)

Notes:
(1) The Ophir Forms of Proxy for the Ophir General Meeting must be returned by no later than 11.00 a.m. on 4 February 2015 (or in
the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting) to be valid.
(2) It is requested that the Salamander Forms of Proxy for the Court Meeting be lodged before 1:00 p.m. on Wednesday 4 February
2015 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned
meeting. However, Salamander Forms of Proxy for the Court Meeting not so lodged may be handed to representatives of Equiniti
(on behalf of the chairman of the Court Meeting) at the commencement of the Court Meeting.

53
(3) The Salamander Forms of Proxy for the Salamander General Meeting must be lodged before 1:15 p.m. on Wednesday 4 February
2015 in order for it to be valid or, if the Salamander General Meeting is adjourned, not later than 48 hours (excluding any part of a
day that is not a working day) before the time appointed for the holding of the adjourned meeting. The Salamander Forms of
Proxy for the Salamander General Meeting cannot be handed to representatives of Equiniti or the chairman of the Salamander
General Meeting at that meeting.
(4) If either the Court Meeting or the Salamander General Meeting is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the date two calendar days before the date set for the adjourned meeting.
(5) To commence at the fixed time or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(6) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Capital Reduction in Salamander and the date on which the Conditions set out in the Scheme
Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Ophir and/or Salamander will, unless
the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service.
(7) The Long Stop Date is the latest date by which the Scheme must become effective, unless Ophir and Salamander agree, and (if
required) the Court and the Panel permit, a later date.
(8) In this Prospectus, where the context requires, references to 14 January 2015 should be treated as being references to the Latest
Practicable Date (unless otherwise stated).

54
 OPHIR DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY,
REGISTERED OFFICE AND ADVISERS
Directors
Proposed Director
Company Secretary
Registered and Head Office
Lead Financial Adviser
Sponsor, Corporate Broker
and Co-Financial Adviser to
the Company
Corporate Broker and
Co-Financial Adviser to the
Company
Legal Advisers to the
Company
Legal Advisers to the Sponsor
Auditors and Reporting
Accountants
Registrars
Nicholas Smith (Non-Executive Chairman)
Dr Nicholas Cooper (Executive Director and Chief Executive Officer)
Bill Higgs (Executive Director and Chief Operating Officer)
Ronald Blakely (Independent Non-Executive Director)
Alan Booth (Independent Non-Executive Director)
Vivien Gibney (Independent Non-Executive Director)
Lyndon Powell (Independent Non-Executive Director)
Bill Schrader (Independent Non-Executive Director)
Dr Carol Bell
Chandrika Kher
Level Four, 123 Victoria Street, London, SW1E 6DE
Credit Suisse
Morgan Stanley
RBC Capital Markets
Linklaters LLP
Allen and Overy LLP
Ernst & Young LLP
Equiniti
55
 PART I

INFORMATION ON THE TRANSACTION

1 Introduction
On 24 November 2014, the Boards of Ophir and Salamander announced that they had agreed the
terms of a recommended offer pursuant to which Ophir, or a wholly owned subsidiary of Ophir,
would acquire the entire issued and to be issued ordinary share capital of Salamander. The
Transaction will be effected by means of a scheme of arrangement under Part 26 of the Companies
Act.

2 Summary of the terms of the Transaction

Pursuant to the terms of the Transaction, Salamander Shareholders will receive:

for each Salamander Share 0.5719 of a New Ophir Share.

On the basis of the Closing Price of 202.7 pence per Ophir Share on 24 October 2014 (being the last
Business Day prior to the date of the announcement by Salamander on 27 October 2014 that
commenced the Offer Period), the Transaction represents an indicative value for each Salamander
Share of 115.9 pence per share, values the entire issued and to be issued share capital of Salamander
at approximately £314 million and represents an indicative premium of approximately:
* 44.5 per cent. to the Closing Price of 80.3 pence per Salamander Share on 24 October 2014
(being the last Business Day prior to the date of the commencement of the Offer Period); and
* 31.6 per cent. to the volume weighted average Closing Price of 88.1 pence per Salamander Share
for the one month period between 25 September 2014 and 24 October 2014 (being the last
Business Day prior to the date of the commencement of the Offer Period).
On the basis of the Closing Price of 130.0 pence per Ophir Share on 12 January 2015 (being the
latest practicable date prior to publication of the Scheme Document), the Transaction represents an
indicative discount of approximately 7.4 per cent. to the Closing Price of 80.3 pence per Salamander
Share on 24 October 2014 (being the last Business Day prior to commencement of the Offer Period).
On the basis of the Closing Price of 130.0 pence per Ophir Share on 12 January 2015 (being the
latest practicable date prior to publication of the Scheme Document), the Transaction represents an
indicative premium of approximately 23.9 per cent. to the Closing Price of 60.0 pence per Salamander
Share on 12 January 2015 (being the latest practicable date prior to publication of the Scheme
Document).
In view of the size of the Transaction, it constitutes a ‘‘Class 1’’ transaction (as defined in the Listing
Rules) for Ophir, and Ophir is accordingly required to seek the approval of Ophir Shareholders for
the Transaction at the Ophir General Meeting.
The Transaction is therefore conditional on, among other things, the requisite resolution being passed
by Ophir Shareholders at the Ophir General Meeting.
Following Completion of the Transaction, Salamander Shareholders will own approximately 21.0 per
cent. of the Combined Group and Ophir Shareholders will hold approximately 79.0 per cent. of the
Combined Group (based on the issued ordinary share capital of Ophir and the issued ordinary share
capital of Salamander as at the Latest Practicable Date and assuming the exercise of all outstanding
options under the Salamander Share Schemes (taking into account the proposed cash cancellation for
participants in Thailand and Indonesia)).
Fractions of New Ophir Shares will not be allotted or issued pursuant to the Scheme and fractional
entitlements will be rounded down to the nearest whole number of New Ophir Shares. As a result,
Salamander Shareholders who hold one Salamander Share will not receive any New Ophir Shares (or
any other consideration) pursuant to the Scheme unless they increase their holding of Salamander
Shares prior to the Scheme Record Time.
Following completion of the Transaction, Salamander will be a wholly-owned subsidiary of Ophir.

3 Background to, and reasons for, the Transaction

Ophir believes that there is compelling strategic logic for a combination of the two businesses that
would substantially benefit the shareholders of both companies. The Combined Group would have a

56
strong balance sheet, enhanced operating capability in both Africa and South East Asia, and deep
expertise across key technical and commercial functions. The Combined Group has the opportunity to
generate immediate operating and financial synergies across the combined portfolio. Leveraging
Ophir’s exploration track record and financial strength and Salamander’s established Asian operating
platform, the Combined Group would be well-positioned to accelerate exploration activity in
Salamander’s licences in offshore Thailand, and in Ophir’s acquired acreage in Myanmar and
Indonesia, while continuing to pursue the significant opportunity set in South East Asia. The
combination would provide shareholders with a diversified exposure to 21 production, development
and exploration blocks in South East Asia, as well as to Ophir’s extensive footprint in Africa.
Following completion of the Transaction, consistent with its strategy, Ophir will continue to actively
manage the Combined Group’s portfolio. Active management may, depending on circumstances that
exist at the time, include licence applications, farm ins, farm outs and exchanges of interests.

Platform for accelerated growth

The Transaction forms the basis of Ophir’s strategic entry into South East Asia, identified as a
strategic priority by Ophir, providing it with an existing asset base and operating capability in South
East Asia, including key commercial, legal and technical functions. The Transaction will also
complement the transaction with Niko Resources in Indonesia announced on 27 October 2014 and
the previously awarded exploration acreage offshore Myanmar.
Salamander’s team has successfully brought onstream two offshore platforms on the Bualuang oilfield
offshore Thailand, as well as developing the Kerendan gas field onshore Indonesia which is expected
to be ready to commence production in 2015. Salamander’s employees in Singapore, Thailand and
Indonesia are predominantly local nationals who bring significant operational expertise as well as
depth of domestic relationships across the value chain. By leveraging this established operating
platform, Ophir intends to exploit the rich opportunity set that exists in the region and accelerate the
successful execution of an exploration-led strategy in South East Asia.

Production and cashflow diversifies funding

Salamander’s full year 2014 average daily production from the Bualuang and Sinphuhorm fields in
Thailand was 14,200 boepd, with further production expected to come on stream in 2015 following
first gas at Kerendan. Salamander’s portfolio also includes a number of opportunities to add further
production through the low-cost development of discovered resources, with approximately 93 MMboe
2C contingent resources potentially convertible to 2P reserves in the near-term.
Salamander’s base business is highly cash generative with the portfolio breaking even (on an
operating cash flow basis) at an oil price of US$15 per barrel. Over the period between 2011 and
2013 Salamander’s post-tax operating cash flow averaged US$217 million on average production of
14,500 boepd. At the same time the post-tax cash margin increased from US$29 per boe to US$58
per boe in a flat oil price environment. As production is anticipated to grow towards 20,000 boepd
over the coming years, Ophir plans to use its strong balance sheet position to continue generating
material cash flow from the underlying assets.
This cash flow can be reinvested in Ophir’s proven business model, namely that of exploration/
appraisal and continued monetisation of exploration/appraisal success. This diversification of Ophir’s
funding strategy significantly enhances the long-term sustainability of the Combined Group’s business.
The Combined Group is expected to have capital expenditure of US$300-350 million in 2015.

Attractive exploration opportunities

Salamander has received conditional environmental impact assessment approvals to commence drilling
in the G4/50 concession in the Gulf of Thailand in 2015. This licence contains highly prospective
acreage including 20 identified prospects with aggregate prospective resources of approximately 200
MMboe (gross). G4/50 is adjacent to Salamander’s Bualuang oil development, implying rapid, highly-
economic development options in the event of exploration success. Ophir currently intends to drill up
to three wells on G4/50 in 2015. High-value, near-term step-out exploration opportunities also exist
on the blocks surrounding Salamander’s Sinphuhorm and Kerendan gas fields, with the development
of Kerendan anticipated to add approximately 9,000 boepd of incremental production by 2019.
The Combined Group, including the assets Ophir has agreed to acquire from Niko Resources in
Indonesia, will have a diversified exploration footprint in South East Asia, with a combination of
frontier and proven basins consisting of 17 exploration blocks and approximately 64,300 km2 of net
acreage. The Combined Group will have a regional exploration portfolio consisting of 41 currently

57
mapped prospects totalling over 3.3 bnboe of unrisked prospective resources (currently expected to
consist of approximately 80 per cent. of oil), which are expected to generate at least six high quality
drilling opportunities annually over the coming years.
Synergies
The Ophir Board estimates that, as a result of the Transaction, the Combined Group will be able to
achieve recurring annual pre-tax cost synergies of approximately US$12 million which are expected to
be delivered in full in the financial year ending 31 December 2016.
Cost synergies have been identified in the following areas:
* Duplication of corporate costs and functional overheads in London HQ (approximately US$8.5
million), including rationalisation of overlapping senior management headcount, back office
functions and reduction of office costs and general overhead costs. Approximately US$5.2
million of these costs relate to rationalisation of overlapping headcount and US$3.3 million of
these costs relate to other costs; and
* Duplication of functional overheads in Asia (approximately US$3.5 million), including
rationalisation of overlapping headcount in back office roles and reduction of office costs and
general overhead costs. Approximately US$3.1 million of these costs relate to rationalisation of
overlapping headcount and US$0.4 million of these costs relate to other costs.
Assuming that the Transaction completes in the first quarter of 2015, the Ophir Board expects that
the Combined Group will realise approximately 60 per cent. of these synergies in financial year
ending 31 December 2015 and 100 per cent. in the financial year ending 31 December 2016.
It is expected that the realisation of these synergies will incur one-off implementation costs of US$9
million in the financial year ending 31 December 2015. The Ophir Directors do not anticipate any
material dis-synergies to arise as a consequence of the Transaction.
The quantified synergies are contingent on the Transaction becoming Effective and will accrue as a
direct result of the Transaction and would not be achieved on a standalone basis.*

4 Effects of the Transaction

As a result of, and following completion of, the Transaction, Ophir expects to consolidate
Salamander’s assets and liabilities. The Transaction will, accordingly, result in an increase in earnings
of Ophir as Ophir does not currently have any earnings and Salamander does.
Following the Effective Date, the Combined Group is expected to have net 2C resources of
1,152mmboe (an increase to Ophir’s current net 2C resources, which the Ophir Directors estimate to
be 1,031 mmboe, and based on Salamander’s net 2C resources as of 1 January 2014). Ophir’s current
portfolio does not contain any production and therefore the Combined Group’s production will,
following the Effective Date, be based upon Salamander’s existing production, which averaged 14,200
boepd for the full year 2014.
On the basis that neither Ophir nor Salamander have paid any dividends to shareholders in the 24
months preceding the date of this Prospectus, the Transaction is not expected to have any financial
effect on income for a holder of one Salamander Share.
The following table sets out, for illustrative purposes only and on the bases and assumptions set out
in the notes below, the financial effects on the value of one Salamander Share assuming the Scheme
becomes Effective:
Effect on the value of one Salamander Share Note
Market value of 0.5719 New Ophir Share 74.3p (i)
Market value of one Salamander Share 60.0p (ii)
Increase in capital value 14.3p (iii)
This represents an increase of 23.9% (iv)
Notes:
(i) The value of 74.3 pence per Salamander Share implied by the terms of the Transaction is calculated based on the closing price per
Ophir Share of 130.0 pence per Ophir Share on 12 January 2015 (being the latest practicable date prior to the publication of the
Scheme Document) multiplied by the ratio of 0.5719 of a New Ophir Share to every Salamander Share.

* These statements of estimated cost synergies relate to future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost synergies referred to may not be achieved, or those achieved could be
materially different from those estimated. Neither these statements nor any other statement in this Prospectus should be construed
as a profit forecast or interpreted to mean that the Combined Group’s earnings in the first full year following the Transaction, or
in any subsequent period, would necessarily match or be greater than or be less than those of Ophir and/or Salamander for the
relevant preceding financial period or any other period.

58
(ii) Salamander’s closing share price of 60.0 pence on 12 January 2015 (being the latest practicable date prior to the publication of the
Scheme Document).
(iii) In assessing the financial effects of receiving New Ophir Shares no account of any potential tax liability of the Salamander
Shareholders has been taken into account.
(iv) (iii) as a proportion of (ii) in per cent. terms.

The above statements should not be construed as a profit forecast or be interpreted to mean that the
future earnings per share, profits, margins or 2C resources of Ophir or the Combined Group after the
Effective Date will be necessarily greater or less than the historic published earnings per share, profits,
margins or 2C resources of Ophir and Salamander prior to the Effective Date.

5 Trend information

5.1 Ophir
At the date of this Prospectus, the Company has undertaken early stage exploration activities,
but has not generated any revenue from oil and gas, although it has incurred costs – primarily
related to the acquisition and exploration of its asset portfolio. The Ophir Group has a limited
operating history on which to assess its future expected performance. The Company has
experienced operating losses in each full financial year since its incorporation. However, Ophir
did not experience operating losses in the six months ended 30 June 2014 and 30 June 2011.
Due to the general nature of oil and gas exploration and, where successful, the long lead times
in developing projects, the Company expects to incur further operating losses in the current and
future financial years as its exploration and development activities continue. There can be no
assurance that the Company will earn significant revenues or any revenues at all, or achieve
profitability, and the Company (and, following the Effective Date, the Combined Group) may
be dependent on portfolio management to meet the Ophir Group’s mid to longer term capital
expenditure plans beyond the Ophir Group’s current committed capital expenditure for the next
12 months.

The key factors affecting the Company’s results of operations and financial condition since
31 December 2013, and those that are expected to affect its results of operations and financial
condition in the future, include the following:
* acquisition, exploration and development expenditure and success rates;
* rapid expansion of the Company’s operations;
* oil and gas prices;
* foreign exchange; and
* issues of Ophir Shares.

Acquisition, exploration and development expenditure and success rates

The Company has incurred substantial expenses related to the acquisition of assets and early
stage exploration activities, and in the future expects to incur further significant exploration and
development expenditure as it moves closer to oil and gas production. In particular, the level of
its expenditure will depend in substantial part on whether the Company is successful in
discovering and appraising oil and gas reserves and developing those reserves into oil and gas-
producing assets.

The Company has historically incurred substantial expenses in connection with pre-licence
exploration activities or in pursuit of new ventures, which it has expensed, as well as post-licence
exploration activities, which it has capitalised or written off.

Rapid expansion of the Company’s operations

The Company has expanded its operations rapidly in recent years, which has affected its cost
base. Given that the Company is not yet generating revenue from its exploration portfolio,
growth in expenses related to its activities has contributed to operating losses. As the scope of
the Company’s business and activities has expanded, so have its administrative costs and
expenses associated with its pre-licence exploration activities. In addition, expenses associated
with share options to employees have also contributed to operating losses.

59
 Oil and gas prices
The Company’s exploration and production strategies are and, should it begin production, its
results of operations will be, influenced significantly by crude oil and natural gas prices. Crude
oil prices have been volatile in the past and are likely to continue to be volatile in the future.
Prices for oil are driven by world supply and demand and a number of other factors, including
government regulation and social and political conditions.
Natural gas is commonly sold under long term contracts at a price which is linked to that of
crude oil and is therefore influenced by the same factors and uncertainties. In some markets the
price of natural gas has become largely independent of crude oil, but is nevertheless governed by
similar considerations and can as a result also show considerable variation.

Foreign exchange
Foreign exchange gains and losses have an impact on the Company’s results of operations. Each
entity in the Ophir Group determines its own functional currency, which for most entities is the
US Dollar (given that most of the expenditure incurred by Ophir Group entities is in US
Dollars). The Ophir Group has realised foreign currency gains and losses in the recent past due
largely to cash and cash equivalents held in pounds sterling by Ophir Group companies with US
Dollar functional currencies. The Ophir Group has also realised losses and gains due to
settlement of foreign currency-denominated supplier invoices and revaluation of foreign-
denominated bank accounts. The Ophir Group minimises its exposure to foreign exchange
fluctuations by holding a substantial part of its financial assets in US Dollars.

Issue of shares
The development of the Ophir Group’s exploration assets has to date been financed by multiple
equity issues (carried out between 2004 and 2013), and by the issue of the Ophir Convertible
Bond in 2006, which was converted into shares during the 2008 financial period. In March 2013,
the Company raised funds as a result of the placing of 19.85 million Ophir Shares (which raised
£91.3 million) and a 2 for 5 share rights issue (which raised £462.1 million).

5.2 Salamander
Against the backdrop of stable oil prices, global activity and world trade started to show signs
of a concerted recovery in the second half of 2013. There is evidence to suggest that cost
inflation peaked during the first half of 2013 and cost pressures started to ease during the
second half of 2013.
With the sale of Onshore North West Java and South East Sumatra production sharing
contracts in October 2011, the Salamander Group’s production fell in 2012. On a Salamander
Group basis, production grew by 31 per cent. in 2013 to 14,200 boepd. With continuing
development and exploration in the Gulf of Thailand and the success of the West Kerendan-1
gas discovery in Indonesia, production is expected to increase to approximately 20,000 boepd by
2017.
The key factors affecting Salamander’s results of operations and financial condition since
31 December 2013, and those that are expected to affect its results of operations and financial
condition in the future, include the following:
* expansion of operations;
* oil and gas prices; and
* foreign exchange.

Expansion of Salamander’s operations

Salamander continues to work on its ‘hub’ business model to create sustainable shareholder
value through building and exploiting its portfolio of upstream oil and gas assets. The
Salamander Group’s model concentrates on a small number of asset positions, or hubs, that
each offer production, development and exploration opportunities to provide greater control and
a more detailed understanding of the assets. Consequently, this has led to expansion into new
blocks and Petroleum Agreements to expand Salamander’s operations in the most effective
manner.

60
 Oil and gas prices
During 2013 and through to mid-2014, the oil price continued to trade in a narrow range
between US$100 and US$110 per barrel as the perception of a slowdown in demand growth,
particularly in China, India and the Middle East, was offset by supply side concerns and
political instability in the Middle East and North Africa. Since the middle of 2014, oil prices
have steadily shifted downwards and since December, have hovered in the US$47 to US$73
range due to weaker outlook for global demand growth combined with excess supply largely
attributed to increased production from US unconventional plays.
Foreign exchange
The Salamander Group undertakes certain transactions denominated in foreign currencies, and
therefore faces exposure to exchange rate fluctuations. Exchange rate exposures are managed
through maintaining the majority of the Salamander Group’s cash and cash equivalent balances
in US Dollars, the Salamander Group’s presentational currency and the functional currency of
all its subsidiaries. The Salamander Group also holds, from time to time, cash balances in
pounds sterling and other currencies to meet short term commitments in those currencies.
Furthermore the Salamander Group uses derivative financial instruments to manage its exposure
to movements in oil and gas prices and interest rates. The Salamander Group does not use
derivatives for speculative purposes.

6 Irrevocable undertakings and letters of intent

As at the Latest Practicable Date, Ophir has received irrevocable undertakings from the Directors of
Salamander to vote in favour of the resolutions relating to the Transaction at the Salamander
General Meeting and the Court Meeting and vote against any SONA Disposal Shareholder Approval
Resolution in respect of aggregate holdings of 5,244,831 Salamander Shares, representing
approximately 2.0 per cent. of Salamander’s existing issued share capital.
Ophir has received irrevocable undertakings from other Salamander Shareholders to vote in favour of
the resolutions relating to the Transaction at the Salamander General Meeting and the Court Meeting
and vote against any SONA Disposal Shareholder Approval Resolution in respect of aggregate
holdings of 46,538,066 Salamander Shares, representing approximately 18.0 per cent. of Salamander’s
existing issued share capital.
Ophir has received non-binding letters of intent from other Salamander Shareholders to vote in
favour of the resolutions relating to the Transaction at the Salamander General Meeting and the
Court Meeting and vote against any SONA Disposal Shareholder Approval Resolution in respect of
aggregate holdings of 21,693,839 Salamander Shares, representing approximately 8.4 per cent. of
Salamander’s existing issued share capital.
For further information on the irrevocable undertakings, see the detailed summary in the ‘‘Material
contracts of the Ophir Group’’ section at paragraph 7 of Part XI (Additional Information) of this
Prospectus.

7 Information on Ophir and the Ophir Group

Ophir is a FTSE 250 upstream oil and gas exploration company which is listed on the London Stock
Exchange. Its shares were admitted to trading on 13 July 2011.
Ophir is incorporated in England and Wales with headquarters in London (England) and operational
offices in Perth (Australia), Dar es Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea),
Libreville (Gabon) and Nairobi (Kenya). Ophir has one of the largest deep water acreage positions
across East and West Africa and in addition has acquired assets in Myanmar and agreed to acquire
assets in Indonesia.
Since its foundation in 2004, Ophir has acquired an extensive portfolio of oil and gas interests in
Africa and South East Asia. The majority of Ophir’s current assets are in deepwater and the
Company is a material and strategic offshore acreage holder in West and East Africa, currently with
14 blocks in five countries. Ophir has recently acquired the PSC for a deepwater asset offshore
Myanmar and agreed to acquire seven assets in Indonesia from Niko Resources. Ophir has made a
number of significant gas discoveries in Tanzania and Equatorial Guinea.
Ophir has a track record of monetisation and portfolio management, generating significant cash
proceeds to fund the Company’s ongoing exploration activities. As a result, Ophir assesses on an
ongoing basis whether suitably qualified parties farm in to certain of its assets. In March 2014, the

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Company completed the sale of a 20 per cent. stake in Blocks 1, 3 and 4, Tanzania for US$1.25
billion, with a further US$38 million payable at final investment decision. Ophir is considering its
options in respect of Blocks 1, 3 and 4, Tanzania and is currently in ongoing discussions with parties
in relation to the possible disposal of all or part of the interests it holds in Blocks 1, 3 and 4,
Tanzania.
In line with its strategy, Ophir also intends to continue to consider further acquisitions and disposals,
particularly in light of the current period of oil price volatility and the associated opportunities within
the industry.
For further information, see Part II (Information on Ophir) of this Prospectus.

8 Information on Salamander and the Salamander Group

Salamander is listed on the Official List of the London Stock Exchange and its shares were admitted
to trading on 5 December 2006.
Salamander is a South East Asian-focused independent exploration and production company
headquartered in London (England) and with a number of operated licences in Thailand, Indonesia
and Malaysia. The Salamander Group’s strategy has been to build a portfolio of hub positions in
South East Asia, each with an operated anchor asset to which value can be added (either through
development or commercialisation) and with both low risk exploration potential nearby, as well as
opportunities to further build each position through business development in the same geological
basin.
Salamander typically holds operatorship and controls the scale, scope and pace of implementation of
the work programme across its asset base. Since inception, Salamander has built a balanced portfolio
including:
* two producing blocks, both with further development opportunities;
* one development asset;
* four discoveries currently contemplated for appraisal and development; and
* an inventory of exploration leads and prospects.
As of 1 January 2014, Salamander had net proved and probable (2P) reserves of 65.3 MMboe and
121 MMboe of contingent (2C) resources.
Salamander’s high quality portfolio consists of four core asset hubs:
* Greater Bualuang (oil, offshore Gulf of Thailand);
* Greater Kerendan (gas, onshore Central Kalimantan in Indonesia);
* North Kutei (oil and gas, onshore and offshore East Kalimantan in Indonesia); and
* Block PM-322 (oil, offshore Malacca Strait in Malaysia).
These production and development hubs are supplemented by additional assets elsewhere in the South
East Asia region, such as the onshore Thailand gas producing Sinphuhorm field.
The executive directors of Salamander are James Menzies (Chief Executive Officer), Michael Buck
(Chief Operating Officer) and Jonathan Copus (Chief Financial Officer).
Salamander achieved revenues of US$482 million in the year ended 31 December 2013, with 94 per
cent. of these revenues originating from the production of oil. As of 31 December 2013, Salamander
had total assets exceeding US$1.36 billion and for the 12 months ended 31 December 2013 incurred a
net loss of US$120 million. As at the Latest Practicable Date, the Salamander Group directly
employed 204 employees.
On 28 August 2014, Salamander released its interim results for the half year ended 30 June 2014. The
performance of the Salamander Group was described in the Chief Executive’s statement as follows:

Operational
* average daily production 11,800 boepd (1H 2013: 14,900 boepd), reflecting production downtime
at the start of the year which reduced output by 2,800 boepd during the period;
* West Kerendan discovery takes the Kerendan field to over 1 TCF gas in place;
* construction of the Kerendan gas processing facilities is now more than 70 per cent. complete;

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Financial
* pre-tax operating cash flow of US$115.2 million (first half of 2013: US$147.0 million);
* pre-tax profit of US$66.4 million (first half of 2013: US$10.3 million);
* post-tax loss of US$27.9 million (first half of 2013: US$86.1 million loss);
* net debt as at 30 June of US$401.0 million (for financial year 2013: US$259.9 million) with cash
and funds of US$154.1 million (for financial year 2013: US$265 million);
Since the issue of Salamander’s interim results for the six months ended 30 June 2014, the following
developments have been announced:
* on 21 July 2014, it was announced that Salamander signed the SONA SPA to dispose of an
effective 40 per cent. working interest in the B8/38 concession containing the Bualuang oil field
and the surrounding G4/50 concession, both located in the Gulf of Thailand (decreasing
Salamander’s 100 per cent. interest to 60 per cent. post completion of the transaction);
* on 18 August 2014, it was announced that Salamander had completed the drilling of the North
Kendang-2 exploration well (‘NK-2’) in the South East Sangatta PSC (in which Salamander has
a 100 per cent. interest). The well successfully encountered two hydrocarbon bearing intervals
however the volume of hydrocarbons encountered was considered to be sub-commercial and has
been plugged and abandoned;
* on 19 August 2014, it was announced that first oil had been received in the tanks of the newly
converted Suksan Salamander FSO at the Bualuang field in the Gulf of Thailand; and
* on 22 September 2014, it was announced that Salamander’s ‘Environmental Impact Assessment’
(‘EIA’) for exploration drilling in the G4/50 concession, located in the Gulf of Thailand (in
which Salamander has a 100 per cent. interest), had been granted conditional approval.
Additionally, on 14 January 2015, Salamander released a corporate trading update which included the
following key information:
* average daily production for 2014 was 14,200 boepd, with Bualuang and Sinphuhorm oil fields
producing record high annual rates;
* unaudited net debt as at 31 December of US$380 million with cash and funds of
US$118 million;
* the completion of infrastructure upgrades at the Bualuang field had occurred in August 2014,
significantly reducing costs (with Salamander on track to deliver targeted US$25 million annual
reductions in operating costs) and extending the field’s operating life;
* further progress on the construction of the Kerendan gas processing facilities, had been made
and the facility was stated to be nearing completion;
* an expectation that renegotiations of the Kerendan gas sales agreement with PT PLN (Persero),
the Indonesian State Power Company, would complete during the first quarter of 2015 on more
favourable terms.
On 14 January 2015, Salamander and SONA announced their intention to terminate the SONA SPA
on mutually acceptable terms (subject to finalisation of the documentation to effect such termination
and, in Salamander’s case, the consent of Ophir). The formal agreement to terminate the SONA SPA
(and related transaction documentation) is expected to be finalised after the latest practicable date
prior to the posting of this document and a public announcement by Salamander will be made when
such agreement is concluded. Once terminated with the consent of Ophir, such termination will satisfy
the SONA Condition.
In circumstances where the termination agreement in respect of the SONA SPA is not concluded, and
in light of the unanimous recommendation of the Salamander Directors to Salamander Shareholders
to vote in favour of the Transaction, Salamander would defer any further action seeking Salamander
Shareholder approval of the SONA Disposal until after the results of the Ophir General Meeting,
expected to be held at 11:00 a.m. on Friday 6 February 2015. Assuming the respective shareholders
of Ophir and Salamander both vote in favour of the Transaction, in conjunction with Ophir,
Salamander would then decide the most appropriate means by which the SONA Condition would be
satisfied.
Salamander’s corporate trading update also noted that in SONA’s press release to its shareholders on
14 January 2015, SONA stated that it remains interested in acquiring a stake in the Greater

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Bualuang Area and intends to approach either Ophir or Salamander regarding a revised transaction
post their respective shareholder meetings on 6 February 2015.
For further information, see Part III (Information on Salamander) of this Prospectus.

9 Management, employees and locations

Ophir attaches great importance to the skills and experience of the existing management and
employees of Salamander and believes that they will benefit from enhanced career and business
opportunities within the Combined Group.
Ophir has given assurances to the Salamander Directors that, following completion of the
Transaction, the existing employment rights, including pension rights, of all Salamander Group
employees will be observed at least to the extent required by applicable law.

Salamander Management
The Salamander Executive Directors will resign as Salamander Directors with effect from completion
of the Transaction and, in order to avoid duplication of roles, the chief executive officer and the chief
financial officer of Salamander will be leaving upon or shortly after completion of the Transaction.
Michael Buck (the current chief operating officer of Salamander) will remain with the Combined
Group for a period after completion of the Transaction to help ensure a seamless and efficient
integration of the two companies.
Dr Carol Bell, a current non-executive Director of Salamander will join the Ophir Board as a non-
executive director with effect from the completion of the Transaction. The other Salamander non-
executive Directors intend to resign as Salamander Directors with effect from completion of the
Transaction.
Both Mr Buck and Dr Bell have considerable oil and gas industry experience, both in South East
Asia and internationally. Mr Buck spent 20 years with LASMO plc, as a geophysicist in the UK and
Indonesia, chief geophysicist in Colombia, Exploration Manager in Vietnam, and Exploration and
General Manager in Libya; and subsequently spent four years with ENI as Country Manager for
Pakistan and Managing Director for ENI, Iran. Dr Bell has been a non-executive director of
Salamander since January 2012 and was previously a Managing Director of Chase Manhattan Bank’s
Global Oil & Gas Group and is currently a non-executive director of Petroleum Geo-Services ASA
and two listed holding companies in the Fred Olsen Group, Bonheur ASA and Ganger Rolf ASA.

South East Asia – operating business

In conjunction with the recently announced transaction with Niko Resources, the Transaction
provides Ophir with an enhanced operating capability in the region and Ophir intends to achieve
operational and administrative synergies but does not expect this to impact the operational
effectiveness and performance of the business.
A review of Salamander’s operations is currently being undertaken. Although it is not anticipated that
this will result in any significant restructuring, the review comprises a detailed strategic and
operational evaluation of the Salamander business to identify opportunities arising from the expanded
business, team alignment and other synergies with Ophir’s existing business and the implications of oil
price volatility. Ophir anticipates that a significant proportion of Salamander’s employees in the
region will be retained in the business.
Ophir intends to maintain the principal locations of the Salamander Group’s operating business in
South East Asia.

South East Asia – Salamander regional head office in Singapore

Following completion of the Transaction, Ophir intends to transfer some of the functions currently
performed by personnel in Salamander’s regional head office in Singapore to personnel in Ophir’s
regional office in Perth. Ophir intends to retain a smaller presence in Singapore and this is likely to
involve the loss of twelve roles (including contractor roles) in the Singapore office.

London Head Office

Following completion of the Transaction, Ophir intends to operate one London head office for the
Combined Group. This will result in the integration of the head office functions of both Salamander
and Ophir into Ophir’s head office in order to achieve efficiencies in respect of the Combined
Group’s administrative functions.

64
There are currently ten employees and one contractor (other than Salamander Executive Directors)
employed in Salamander’s head office and, subject to any necessary consultation, the process of
integration is likely to result in a reduction of this headcount by nine.

Enhanced Redundancy Arrangements

Salamander employees operating at below board level who are made redundant within the first 12
months of completion of the Transaction will be entitled to an enhanced redundancy payment of a
minimum of one month for every year of service subject to the affected individuals entering into
legally binding settlement agreements.

Impact on Ophir
Following completion of the Transaction, Ophir intends to undertake a review of its existing
structure, in light of the increased size of the organisation. This may have an impact on some roles
within Ophir.

10 Salamander Share Schemes

Participants in the Salamander Share Schemes will be contacted regarding the effect of the
Transaction on their rights under the Salamander Share Schemes in accordance with the terms of the
relevant plan rules and appropriate proposals will be made to such participants in due course in
accordance with the Co-operation Agreement (as summarised in more detail in the ‘‘Material
contracts of the Ophir Group’’ section at paragraph 7 of Part XI (Additional Information) of this
Prospectus).

11 Salamander Convertible Bonds

Holders of Salamander Convertible Bonds will be contacted regarding the effect of the Transaction
on their rights in respect of the Salamander Convertible Bonds held by them.

12 New Ophir Shares

The New Ophir Shares will be issued credited as fully paid and will rank pari passu in all respects
with the Existing Ophir Shares, including the right to receive and retain in full all dividends and
other distributions (if any) made, paid or declared after the date of the Announcement. The New
Ophir Shares will, when issued, be freely transferable and there will be no restrictions on transfer in
the UK.
Fractions of New Ophir Shares will not be allotted or issued pursuant to the Scheme and fractional
entitlements will be rounded down to the nearest whole number of New Ophir Shares. As a result,
Salamander Shareholders who hold one Salamander Share will not receive any New Ophir Shares (or
any other consideration) pursuant to the Salamander unless they increase their holding of Scheme
Shares prior to the Scheme Record Time.

13 Structure of the Transaction

The Transaction will be effected by means of a court-sanctioned scheme of arrangement between
Salamander and the Salamander Shareholders under Part 26 of the Companies Act (although Ophir
reserves the right to effect the Transaction by way of an Offer). The Scheme is an arrangement
between Salamander and the Scheme Shareholders and is subject to the approval of the Court.
The purpose of the Scheme is to provide for Ophir to become the holder of the entire issued and to
be issued ordinary share capital of Salamander. This is to be achieved by the cancellation of the
ordinary shares of Salamander and the application of the reserve arising from such cancellation in
paying up in full a number of new Salamander Shares (which is equal to the number of ordinary
shares cancelled), and issuing the same to Ophir. In consideration for this, the Salamander
Shareholders will receive the New Ophir Shares on the basis set out in paragraph 2 of this Part I.
To become effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders. The Scheme
also requires the passing at the Salamander General Meeting of a special resolution necessary to
implement the Scheme and approve the related Capital Reduction. The Scheme must also be
sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court, in
each case at the relevant court hearings.

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The Transaction is also subject to the Conditions and further terms set out in Part 3 of the Scheme
Document, including, among other things:
* the approval of the Scheme and related resolutions by Salamander Shareholders at the Court
Meeting and the Salamander General Meeting;
* the Scheme becoming unconditional and effective and being sanctioned by the Court subject to
the Takeover Code, by no later than 11.59 p.m. on 30 June 2015 or such later date (if any) as
Ophir and Salamander may agree and the Panel and the Court may allow;
* the passing of the Resolution by Ophir Shareholders at the Ophir General Meeting; and
* the UK Listing Authority 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 listing on the premium segment of the Official List has been approved and
(subject to satisfaction of any conditions to which such approval is expressed) will become
effective as soon as a dealing notice has been issued by the UK Listing Authority and 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 on the
London Stock Exchange’s main market for listed securities.
The Transaction is also conditional upon: (a) the SONA SPA being terminated by SEPT and SONA
or, with the prior consent of Ophir, by Salamander and SEBHL, in each case in accordance with the
relevant provisions of the SONA SPA; (b) with the prior consent of Ophir, the SONA SPA being
terminated by agreement of the parties to the SONA SPA otherwise than in accordance with the
relevant provisions of the SONA SPA; or (c) Salamander Shareholders not passing any SONA
Disposal Shareholder Approval Resolution and the proposed SONA Disposal subsequently being
terminated. Ophir also has the right to waive this Condition.
On 14 January 2015, Salamander and SONA announced their intention to terminate the SONA SPA
on mutually acceptable terms (subject to finalisation of the documentation to effect such termination
and, in Salamander’s case, the consent of Ophir). The formal agreement to terminate the SONA SPA
(and related transaction documentation) is expected to be finalised after the latest practicable date
prior to the posting of this document and a public announcement by Salamander will be made when
such agreement is concluded. Once terminated with the consent of Ophir, such termination will satisfy
the SONA Condition.
In circumstances where the termination agreement in respect of the SONA SPA is not concluded, and
in light of the unanimous recommendation of the Salamander Directors to Salamander Shareholders
to vote in favour of the Transaction, Salamander would defer any further action seeking Salamander
Shareholder approval of the SONA Disposal until after the results of the Ophir General Meeting,
expected to be held at 11.00 a.m. on Friday 6 February 2015. Assuming the respective shareholders
of Ophir and Salamander both vote in favour of the Transaction, in conjunction with Ophir,
Salamander would then decide the most appropriate means by which the SONA Condition would be
satisfied.
The Transaction can only become Effective if all Conditions, including those described above, have
been satisfied or, if capable of waiver, waived (including any waiver of the condition in respect of the
termination of the SONA Disposal). If any Condition is not capable of being satisfied by the date
specified therein, Ophir shall make an announcement through a Regulatory Information Service as
soon as practicable and, in any event, by no later than 8.00 a.m. on the Business Day following the
date so specified, stating whether Ophir has invoked that Condition, waived that Condition or, with
the agreement of Salamander, specified a new date by which that Condition must be satisfied
Once the necessary approvals from Ophir Shareholders have been obtained and the other Conditions
have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The
Scheme will then become effective upon delivery of the Court Order(s) to the Registrar of Companies.
Subject to satisfaction (or waiver) of the Conditions, the Scheme is expected to become effective
before 31 March 2015.
The Scheme will lapse if:
* the Court Meeting and the Salamander General Meeting are not held on or before 28 February
2015 (or such later date as may be agreed between Ophir and Salamander);

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* the Court hearing to approve the Scheme is not held on or before 19 March 2015 and if the
Court hearing to confirm the Capital Reduction is not held on or before 24 March 2015 (or
such later dates as may be agreed between Ophir and Salamander); or
* the Scheme does not become effective by a Long Stop Date of 30 June 2015 (or such later date
as may be agreed between Ophir and Salamander and the Panel and the Court may allow),
provided, however, that the deadlines for the timing of the Court Meeting, the Salamander General
Meeting and the Court hearing to approve the Scheme as set out above may be waived by Ophir,
and the deadline for the Scheme to become effective may be extended by agreement between
Salamander and Ophir. Ophir has agreed with Salamander that the Ophir General Meeting will be
scheduled so as to be held before, but on the same date as, the Court Meeting and the Salamander
General Meeting.
Upon the Scheme becoming effective, it will be binding on all Salamander Shareholders, irrespective
of whether or not they attended or voted at the Court Meeting or the Salamander General Meeting.
Ophir has also reserved the right to elect to implement the Transaction by way of a takeover offer
(as such term is defined in Section 974 of the Companies Act). In such event, the takeover offer will
be implemented on substantially the same terms as those which would apply to the Scheme (subject
to appropriate amendments, including (without limitation), and if agreed with the Panel, the inclusion
of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Ophir may decide).

14 Scheme Document
The Scheme Document and the Forms of Proxy accompanying the Scheme Document were published
by Salamander on 14 January 2015. The Scheme Document and Forms of Proxy will be made
available to all Salamander Shareholders (other than Restricted Overseas Persons) at no charge to
them.
Salamander Shareholders are urged to read the Scheme Document and the accompanying Forms of
Proxy because they will contain important information.

15 Other Transaction-related arrangements

For a more detailed summary of these arrangements, see the ‘‘Material contracts of the Ophir
Group’’ section at paragraph 7 of Part XI (Additional Information) of this Prospectus.

Confidentiality and Standstill Agreement

On 10 December 2013, Salamander and Ophir entered into a Confidentiality and Standstill Agreement
in a customary form in relation to the Transaction, pursuant to which they each undertook, subject
to certain exceptions, to keep information relating to one another confidential and to not disclose it
to third parties. The confidentiality obligations will remain in force for two years from the date of the
agreement.
The Confidentiality and Standstill Agreement also included standstill obligations, which have since
expired.

Co-operation Agreement
On 24 November 2014, Salamander and Ophir entered into the Co-operation Agreement.
In relation to the Salamander Share Schemes, the outstanding options under the Salamander Share
Schemes shall vest and become exercisable for a period of one month from the Scheme being
sanctioned by the Court on the basis that (a) options under the Salamander Deferred Share Plan
shall vest in full; (b) options under the Salamander Performance Share Plan 2006 shall vest to the
extent determined by Salamander’s remuneration committee and; (c) options shall not be time
prorated. Any Salamander Shares received on exercise of those options shall take part in the Scheme
or will be acquired by Ophir for the same consideration per Salamander Share as any other
Salamander Shareholder will receive under the Scheme (subject to the requirements of applicable
overseas securities laws).

16 Listing of New Ophir Shares and de-listing of Salamander Shares

An application will be made to each of the FCA and the London Stock Exchange, respectively, for
the New Ophir Shares to be admitted to the Official List with a premium listing and to trading on

67
the London Stock Exchange’s main market for listed securities, subject to the Scheme becoming
Effective.
It is expected that Admission will become effective and dealings for normal settlement in the New
Ophir Shares will commence at 8.00 a.m. on the first Business Day following the Effective Date
(currently expected to be 3 March 2015).
Dealings in Salamander Shares on the London Stock Exchange are currently expected to cease at
7.30 a.m. on 2 March 2015 and no transfers of Salamander Shares will be registered after this time.
After 7.30 a.m. on 2 March 2015, there will be no dealings in Salamander Shares. Prior to the
Effective Date, Salamander will apply to the FCA for the listing of the Salamander Shares to be
cancelled and for the Salamander Shares to cease to be admitted to trading on the London Stock
Exchange’s main market for listed securities. Such cancellation is expected to take effect on 3 March
2015. On that date, share certificates in respect of Salamander Shares will cease to be valid and
entitlements to Salamander Shares held within the CREST system will be cancelled.
If the Transaction is effected by way of a takeover offer, it is anticipated that the cancellation of
Salamander’s listing on the Official List and admission to trading on the London Stock Exchange’s
market for listed securities will take effect no earlier than 20 Business Days following the date on
which the Transaction becomes or is declared unconditional in all respects provided Ophir has
attained 75 per cent. or more of the voting rights of Salamander.
Delisting would significantly reduce the liquidity and marketability of any Salamander Shares not
assented to the offer at that time. If the Transaction is effected by way of a takeover offer and such
offer becomes or is declared unconditional in all respects and sufficient acceptances are received,
Ophir intends to exercise its rights to acquire compulsorily the remaining Salamander Shares in
respect of which the offer has not been accepted.

17 Related party transactions

Within the 12 months prior to the Latest Practicable Date, SailingStone Capital Partners LLC
(‘‘SailingStone’’) held Ophir Shares representing more than 10 per cent. of the issued ordinary share
capital of Ophir and currently hold 34,538,066 Salamander Shares. As a result, the acquisition of
SailingStone’s Salamander Shares is classified as a related party transaction under the Listing Rules.
Due to the size of SailingStone’s holding, the acquisition by Ophir of SailingStone’s Salamander
Shares is a ‘‘smaller related party transaction’’ under Listing Rule 11.1.10, the impact of which is that
Ophir was required under the Listing Rules to make an announcement of the smaller related party
transaction and to obtain a sponsor’s written confirmation that the arrangements are fair and
reasonable as far as Ophir’s shareholders are concerned. The announcement was made on 16 January
2015. Under the Listing Rules, a separate vote of Ophir’s independent shareholders will not be
required in connection with the smaller related party transaction.
Furthermore, as at the Latest Practicable Date, Dr Nicholas Cooper (a Director of Ophir) held or is
interested in 851,600 Salamander Shares. As a result of the size of Dr Nicholas Cooper’s holding, the
acquisition by Ophir of Dr Nicholas Cooper’s Salamander Shares is a small related party transaction
and, therefore, the related party transaction rules in the Listing Rules do not apply although the
acquisition of such shares pursuant to a takeover offer would constitute an acquisition from a
director for the purposes of section 190 of the Companies Act 2006 and approval of such acquisition
is therefore being sought in the Resolution.
As at the Latest Practicable Date, Tony Rouse, the Director of Finance and a senior manager of
Ophir held or was interested in 185,953 Salamander Shares and also held up to 236,654 options
under the Salamander Share Schemes that vest, subject to performance criteria, in May 2015 and up
to 190,903 options under the Salamander Share Schemes that vest, subject to performance criteria, in
April 2016. Tony Rouse is not an Ophir Director and therefore the acquisition of Tony Rouse’s
Salamander Shares is not a related party transaction.

18 General
The Transaction will be made on the terms and subject to the Conditions and certain further terms
set out in the Scheme Document.
Ophir has also reserved the right to elect to implement the Transaction by way of a takeover offer
(as such term is defined in Section 974 of the Companies Act). In such event, the takeover offer will
be implemented on substantially the same terms as those which would apply to the Scheme (subject
to appropriate amendments, including (without limitation), and if agreed with the Panel, the inclusion

68
of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Ophir may decide).

19 Documents available on website

Copies of the following documents will be made available on Ophir’s website at www.ophir-
energy.com until the Effective Date:
* this Prospectus;
* the Scheme Document;
* the Circular;
* the Form of Proxy;
* the Announcement;
* the irrevocable undertakings and letters of intent referred to in paragraph 6 above;
* the Confidentiality and Standstill Agreement;
* the Co-operation Agreement;
* the unaudited interim condensed financial statements for the six months ended 30 June 2014, the
Annual Report and Accounts of Ophir for each of the financial years ended 31 December 2013,
31 December 2012 and 31 December 2011;
* the unaudited interim condensed financial statements for the six months ended 30 June 2014, the
Annual Report and Accounts of Salamander for each of the financial years ended 31 December
2013, 31 December 2012 and 31 December 2011;
* the report of Ernst & Young LLP set out Section B of Part VIII (Reporting Accountants’
Report on Unaudited Pro Forma Financial Information) of this Prospectus;
* the report of Ernst & Young LLP set out in Appendix 1 (Quantified Financial Benefits
Statement) of the Scheme Document;
* the report of Credit Suisse, Morgan Stanley and RBC Capital Markets set out in Appendix 1
(Quantified Financial Benefits Statement) of the Scheme Document; and
* the consent letters referred to in Part XI (Additional Information) of this Prospectus.

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 PART II

INFORMATION ON OPHIR
The following information should be read in conjunction with the information appearing elsewhere in this
Prospectus, including Ophir Group’s audited historical consolidated financial information for the three
years ended 31 December 2011, 31 December 2012 and 31 December 2013 and unaudited interim
condensed financial statements for the six months ended 30 June 2014, which are incorporated into this
Prospectus by reference as explained in Part VI (Historical Consolidated Financial Information Relating
to the Ophir Group) and paragraph 19 of Part XI (Additional Information) of this Prospectus and are
available for inspection in accordance with paragraph 18 of Part XI (Additional Information). Unless
otherwise indicated, the selected financial information included in this Part II (Information on Ophir)
has been extracted without material adjustment from the Ophir Group’s audited historical consolidated
financial information contained in Part VI (Historical Consolidated Financial Information Relating to
the Ophir Group) of this Prospectus.

1 Business overview
Ophir is a FTSE 250, upstream oil and gas exploration company. The Company is incorporated in
England and Wales with headquarters in London (England) and operational offices in Perth
(Australia), Dar es Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea), Libreville (Gabon)
and Nairobi (Kenya).
Since its foundation in February 2004, Ophir has acquired an extensive portfolio of oil and gas
interests in Africa and South East Asia. The majority of Ophir’s current assets are in deepwater and
the Company is a material and strategic offshore acreage holder in West and East Africa, with
14 blocks in five countries. In 2014, Ophir signed the PSC for a deepwater asset offshore Myanmar
and agreed to acquire seven assets in Indonesia from Niko Resources. Ophir has made a number of
significant gas discoveries in Tanzania and Equatorial Guinea.
Ophir was listed on the main market of the London Stock Exchange on 8 July 2011 raising
US$352 million and with an initial market capitalisation of approximately US$1.28 billion (the
‘‘IPO’’). Its shares commenced trading on 13 July 2011. As at the date of this Prospectus, Ophir is a
constituent of the FTSE 250 Index and had a market capitalisation of approximately
US$1,139.2 million as at the Latest Practicable Date.
Following the IPO, notable transactions in the Company’s history include:
* the acquisition of Dominion Petroleum Limited in February 2012;
* a placing and rights issue to raise US$837.6 million in March 2013; and
* the sale of a 20 per cent. stake in Blocks 1, 3 and 4 in Tanzania to Pavilion Energy for
approximately US$1.3 billion, which completed in March 2014.
The Ophir Directors estimate that Ophir currently has net 2C contingent resources of 1,031 mmboe.
As at 31 December 2014, Ophir had US$1.15 billion of cash on the balance sheet.
Ophir typically holds operatorship and its portfolio of key assets is based across Tanzania, Equatorial
Guinea, Gabon, Seychelles and Myanmar, along with assets Ophir has agreed to acquire in Indonesia.
Through its drilling campaigns to date, the Company has made a total of 17 commercial gas
discoveries: 11 in Tanzania and six in Equatorial Guinea.
The Ophir Directors believe that the Company has established a strong competitive position in Africa
and entry into South East Asia has been identified as a strategic priority by Ophir. The Transaction
forms the basis of Ophir’s entry into South East Asia, providing it with an existing asset base and
operating capability in South East Asia, including key technical, commercial and legal functions. The
Transaction will also complement the transaction with Niko Resources Ltd (announced on 27 October
2014) and the previously awarded exploration acreage offshore Myanmar.
Leveraging Ophir’s exploration track record and financial strength and Salamander’s established Asian
operating platform, the Combined Group would be well-positioned to accelerate exploration activity
in Salamander’s licences in offshore Thailand and in Ophir’s recently acquired acreage in Myanmar
and Indonesia, while continuing to pursue the significant opportunity set in South East Asia.
Ophir intends to reinvest the cash flow from Salamander’s production portfolio in Ophir’s proven
business model, namely that of exploration/appraisal and continued monetisation of exploration/

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appraisal success. This diversification of Ophir’s funding strategy significantly enhances the long-term
sustainability of the business.
The Directors also expect the Company will continue to actively manage its existing portfolio (and
following completion of the Transaction, the Combined Group’s portfolio). Active management may,
depending on circumstances that exist at the time, include licence applications, divestments,
acquisitions, farm ins, farm outs and exchanges of interests. The Company’s preference is to take
significant initial equity interests in core assets whilst retaining the flexibility to divest in part or in
full such interests by way of farm out or exchange of interests as the project matures, if deemed
appropriate.
The Company intends to expand its portfolio through investing in new ventures, particularly where
the Company believes application of advanced geoscience technology can add significant value to an
asset through the reduction of exploration risk. The Company may also evaluate opportunities to
acquire further producing or near-producing assets to complement its portfolio and will look to
expand the Ophir Group’s portfolio through investing in new ventures in Africa and Asia.

2 Key strengths of the Company

The Directors believe that Ophir has the following key strengths:

Extensive exploration portfolio

As at the date of this Prospectus, the Company holds gross acreage totalling approximately
81,500km2 across 22 licences in Africa and South East Asia (subject to approval by SKKMiGas and
the Government of Indonesia in relation to the acquisition of assets in Indonesia from Niko
Resources). These interests are predominantly offshore in deepwater. Through a process of data
acquisition and analysis, this portfolio is expected to yield a diverse range of attractive exploration
opportunities over the coming years. The Directors currently expect that the Company will participate
in two to six wells per year, in both frontier basins and proven areas.

Track record of exploration success

Since 2008, the Company has participated in 35 exploration and appraisal wells, of which 22 were
operated by Ophir. These wells have discovered 3,426 MMboe of gross 2C contingent resources
(1,601 MMboe net, prior to subsequent disposals), at an average finding and discovery cost of
US$1.32 per boe.

Track record of monetisation and portfolio management

In November 2013, the Company announced the sale of 20 per cent. interests in Blocks 1, 3 and 4,
Tanzania to Pavilion Energy (a subsidiary of Temasek) for maximum consideration of approximately
US$1.3 billion. The Company retains further 20 per cent. interests in these licences. The transaction
generated significant cash proceeds to fund the Company’s ongoing exploration activities.
Furthermore, for the same reason, the Company is considering, and is in ongoing discussions with
parties regarding, potentially farming out all or part of the interests it holds in Blocks 1, 3 and 4,
Tanzania. In addition to monetising success, the Company actively manages risk through pre-drill
farm outs and regular reviews of its portfolio, which can result in the decision to relinquish acreage
(for example, in Somaliland, SADR and Madagascar) rather than invest incremental capital.
Furthermore, the Company seeks to add new exploration acreage to the portfolio that will be the
source of potential future exploration drilling opportunities, recent examples of which include the
recent addition of new acreage in Gabon, Seychelles, Myanmar and Indonesia. The size of the
Company and its short decision making process makes it able to respond quickly to both
opportunities and challenges.

Strong geoscience and drilling expertise

The Directors believe that the Company’s track record of exploration success would not have been
achieved without the high-quality, experienced Senior Management and staff that the Company
employs. The Directors believe that the Company’s Senior Management and employees represent a
competitive advantage, which enables the Company to screen opportunities successfully (both for new
business as well as within the existing portfolio) and to efficiently conduct its pre-drill, drilling and
post-drill activities to generate superior returns for shareholders.

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Control of key exploration positions through operatorship
Of the Company’s 15 licences, 12 are operated interests. This affords a degree of control over key
decisions in the exploration process, including those related to the pace and extent of capital
investment and drilling activities. The Company also has a high level of equity interests, which
affords farm out or monetisation opportunities to third parties, reducing the Company’s financial
exposure to projects without jeopardising material equity interest, value creation potential and
influence over momentum.

Strong HSE record

The Company’s HSE record in conducting deepwater drilling and seismic programmes in frontier
locations illustrates a strong commitment to operational safety and security. This commitment is led
by the Senior Management, and the Directors believe that this is core to long-term shareholder value
given the inherent risks of deepwater operations. The Company has experienced two lost time
incidents since the commencement of its first operated deepwater well in 2012.

High quality stakeholder relationships

The Company enjoys a depth of contacts and fosters transparent and constructive relationships with
governments and oil and gas industry participants throughout Africa and South East Asia. This has
been achieved through the Company’s commitment to realising value from its assets in a timely
fashion by, whenever practical, accelerating exploration activities while maintaining high professional
standards and good community relations. In addition to seeking to employ local people where
practical, the Company has run successful corporate social responsibility programmes in parallel with
its operations. The Directors believe that these attributes make the Company an attractive partner for
governments and other oil and gas companies, which can be a competitive advantage in securing
access to new investment opportunities.

3 Strategy of the Combined Group

The key elements of Ophir’s strategy for the Combined Group are set out below.

Value creation through exploration

* Early stage, low-cost entry to significant operated acreage positions, often in underexplored
basins and with minimal work commitments.
* Operate seismic and drilling phases, apply Ophir’s in-house expertise to key decisions in the
exploration process.
* Discover material commercial oil or gas resources where value can be optimised.

Optimise value proposition through active portfolio management

* Highest returns generated through exploration success.
* Monetise exploration success at optimal point on the value curve, according to broader industry
conditions and dynamics, via sale, commercialisation or through a combination of both. In line
with its strategy, Ophir also intends to continue to consider further acquisitions and disposals
(particularly in light of the current period of oil price volatility and the associated opportunities
within the industry) and Ophir is considering, and is in ongoing discussions with parties
regarding, potentially farming out all or part of the interests that it holds in Blocks 1, 3 and 4
Tanzania.
* Recycle proceeds to deliver sustained, consistent high-impact exploration activity, a cash
generative production base and returns to shareholders.

Development of operating capability

* Flexibility to pursue the development of select projects where this creates optimal value for
shareholders.
* Enhance Ophir’s negotiating position in potential monetisation discussions and enable Ophir to
decide optimal point of exit in the context of the market conditions.
* Broaden Ophir’s opportunity set in focus areas of Africa and South East Asia.

Diversified sources of funding

* Aim to internally fund core exploration activities from operating cash flows.

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* Apply prudent levels of debt financing where appropriate.
* Maintain balance sheet strength and flexibility and further enhance through select asset
monetisations.

Capital discipline and returns

* Only allocate capital to highest return opportunities following rigorous risk/reward analysis.
* Manage risk profile through portfolio diversification, farm outs, exits.
* Focus on cash balances and cost management.
* Generate excess cash to enable capital returns to shareholders over time.

4 Summary of key assets

Ophir has interests in 15 material exploration assets in six different jurisdictions in Africa and one
material exploration asset in Myanmar and has agreed to acquire a further seven material exploration
assets in Indonesia.
The map below shows the locations of Ophir’s key ownership interests.

The table below summarises the details of the Ophir Group’s ownership interests:
JV Partners
Ophir’s Interest and Interest Water Depths
Jurisdiction Block (%) (%) Current Period Area (km2) (metres)

BG – 60 Second extension
Tanzania ............ Block 1 20 Pavilion – 20 period(1)(2) 8,169(3) 100 to 3,000
Currently
between the first
BG – 60 and second
Tanzania ............ Block 3 20 Pavilion – 20 extension periods(2) 5,298(5) 650 to 2,500
BG – 60 Second extension
Tanzania ............ Block 4 20 Pavilion – 20 period(2)(6) 3,806(7) 1,500 to 3,000
East Pande RAKGas First extension Onshore to
Tanzania ............ Block 70 Tanzania – 30 period(8) 3,250(9) 2,100
MDC Oil & First extension
Tanzania ............ Block 7 80 Gas – 20 period 4,263 400 to 2,500

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 JV Partners
Ophir’s Interest and Interest Water Depths
Jurisdiction Block (%) (%) Current Period Area (km2) (metres)

First additional
100-participating exploration
interest (90- Government period (expires
Kenya................. Block L9 effective interest) of Kenya – 10(10) 15 August 2016) 3,833 400 to 1,400
Second
exploration
period (expires
Equatorial GEPetrol – on 31 December
Guinea.......... Block R 80 20(11) 2016)(12) 2,051(12) 600 to 1,950
Third
exploration
period (expires
Petrobas – 50 on 10 February
Gabon ................ Mbeli Marin 40(13) OMV – 10 2017) 3,384 180 to 2,200
Third
exploration
period (expires
Petrobas – 50 on 10 February
Gabon ................ Ntsina Marin 40(13) OMV – 10 2017) 3,299 200 to 2,400
Third
exploration
period (expires
on 19 February
Gabon ................ Manga Marin 70(14) OMV – 30 2017) 3,455 100 to 2,500
Third
exploration
period (expires
Gnondo on 14 February
Gabon ................ Marin 70(14) OMV – 30 2017) 2,575 100 to 2,500
First exploration
period (expires
Nkouere on 22 October
Gabon ................ (Block A3) 100(15) N/A 2016) 675 2,000 to 2,500
First exploration
period (expires
Nkawa on 22 October
Gabon ................ (Block A4) 100(15) N/A 2016) 2,085 2,000 to 2,500
Period 2 (expires Area 5B/1, 5B/2
5B/1, 5B/2 WHL Energy on 31 December and 5B/3 total
Seychelles ........... and 5B/3 75 – 25 2016) area: 12,855 575m
Preparation
Parami Period (expires approximately
Myanmar ........... AD-03 95 Energy – 5 on 4 June 2015)(16) 10,000 2,000 to 2,450

The table below summarises the details of the interests that Ophir has agreed to acquire:
JV Partners
Ophir’s Interest and Interest Water Depths
Jurisdiction Block (%) (%) Current Period Area (km2) (metres)

Initial
exploration
period (expires
N. Makassar Statoil – 40 on 29 November
Indonesia ........... Strait 30(17) Baruna – 30 2015) 1,787 1000 to 2000
Initial
NGE – 18.5 exploration
Statoil – 26 period (expires
ENI – 24 on 20 November
Indonesia ........... North Ganal 18.5(17) GDF – 12.5 2017) 2,432 1,000 to 2,000
Initial
exploration
West Papua Statoil – 40 period (expires
Indonesia ........... IV 49.9(17) Tately – 10.1 on 29 November 6,389 200 to 3,000

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 JV Partners
Ophir’s Interest and Interest Water Depths
Jurisdiction Block (%) (%) Current Period Area (km2) (metres)

2015)
Initial
exploration
period (expires
Indonesia ........... Aru 60(17) Statoil – 40 on 19 July 2018) 8,054 1,000 – 2,000
Initial
exploration
period (expires
Statoil – 40 on 20 November
Indonesia ........... Obi 42(17) Zimorex – 18 2017) 8,057 0 – 2,000
Initial
exploration
period (expires
Indonesia ........... Kofiau 100(17) N/A on 4 May 2015) 5,000 100 to 1,000
Initial
exploration
period (expires
Halmahera- on 29 November
Indonesia ........... Kofiau 80(17) Tately – 20 2015) 4,926 1,000

Notes:
(1) Grant of second extension period licence regarding Block 1 to be formalised in writing.
(2) Ophir is currently in ongoing discussions with parties in relation to the possible disposal of all or part of the interests it holds in
Blocks 1, 3 and 4, Tanzania.
(3) The acreage reflects the relinquishment of 50 per cent. of the acreage in Block 1 in accordance with the terms of the Block 1 PSA
(as amended) in moving into the second extension period.
(4) Following notice by BG Tanzania of its intention to withdraw from Block 3, Ophir has applied to receive transfer of BG’s interest
in Block 3 and takeover operatorship. The transfer from BG to Ophir remains subject to government consent, however, following
consent, Ophir will hold an 80 per cent. participating interest in Block 3.
(5) The acreage reflects the acreage as per the first extension period, pending government consent to move into the second extension
period.
(6) Grant of second extension period licence regarding Block 4 to be formalised in writing.
(7) The acreage reflects the relinquishment of 50 per cent. of the acreage in Block 4 in accordance with the terms of the Block 4 PSA
(as amended) in moving into the second extension period.
(8) First extension period term extended by six months to June 2015, subject to confirmation of ministerial consent formalised in
writing.
(9) The acreage reflects the acreage as per the first extension period.
(10) Carried interest.
(11) GEPetrol is being carried through exploration and appraisal until the date of a declaration of commerciality for its 20 per cent.
interest.
(12) The Ophir Group has agreed two amendments to the Block R PSC which extend the first extension period and increase the acreage
of Block R. The acreage of the Block R PSC prior to such amendment agreements was 1,674km2, covering water depths from
1,050 to 1,950 metres. The current status of Block R is that the licence is divided into an appraisal area (899 km2) and an
exploration area (1152km2). These areas each expire on 31 December 2016, unless they move into the development and production
phase (with respect to the appraisal area) and the appraisal phase (with respect to the exploration area).
(13) On 16 July 2014, OMV acquired 10 per cent. non-operated interests in the Mbeli Marin and Ntsina Marin Blocks from the
Company. The Company’s retained stake is 40 per cent. operated interests in the Mbeli Marin and Ntsina Marin Blocks.
(14) On 16 July 2014, OMV acquired 30 per cent. non-operated interests in the Manga Marin and Gnondo Marin Blocks. The
Company’s retained stake is 70 per cent. operated interests in the Manga Marin and Gnondo Marin Blocks.
(15) The Gabonese State has the right to acquire a 20 per cent. interest on commencement of production. The Gabon National Oil
Company also has the right to acquire up to an additional 15 per cent. interest at market rates until the end of the first exploration
phase and 10 per cent. at any stage thereafter.
(16) The two-year study period will commence from the date that the Myanmar government informs Ophir of its approval of the EIA,
social impact assessment and environmental management plan.
(17) On 27 October 2014, the Company entered into an agreement with Niko Resources to acquire seven interests in seven deepwater
PSCs in Indonesia. The transaction remains subject to approval by SKKMiGas and the Government of Indonesia.

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5 Overview of assets
The interests of the Ophir Group in oil and gas projects are summarised below:

Blocks 1, 3 and 4, Tanzania

Location
Blocks 1, 3 and 4 offshore Tanzania are located in the Mafia Deep Basin offshore from the Rovuma
and Rufiji Deltas, in water depths ranging from 100 to 3,000 metres. The following map shows the
location of the blocks:

Interest
Ophir was awarded a 100 per cent. interest in Block 1 in 2005 and a 100 per cent. interest in Blocks
3 and 4 in 2006. The Company then subsequently farmed down a 60 per cent. stake and operatorship
in all three blocks to BG Group in April 2010 (the ‘‘BG Farm Out Agreement’’). In November 2013,
the Company announced it had sold a 20 per cent. stake in all three blocks to the Pavilion Energy
Group for US$1.25 billion with a further US$38 million payable at FID. This transaction completed
in March 2014.
In September 2014, following BG Group’s decision to withdraw from Block 3, Ophir notified TPDC
of its intention to move into the next exploration phase on Block 3 with the Pavilion Energy Group
on the basis of submitted relinquishment plans. The process by which consent is sought from the
Government of Tanzania to the transfer of BG Group’s interest in Block 3 and operatorship of Block
3 to Ophir has been initiated. The intention was to move into the second extension period on the
basis of submitted relinquishment plans, with Ophir holding an 80 per cent. interest and re-assuming
operatorship with effect from October 2014, and the Pavilion Energy Group retaining a 20 per cent.
interest. The transfers of BG’s interest and operatorship and the application for the exploration
licence on the terms on which Ophir and Pavilion Energy Group have proposed to enter the next
period are currently subject to Government of Tanzania approval.
TPDC has a back in right of 12 per cent. in respect of Block 1 and a 15 per cent. back in right in
respect of each of Blocks 3 and 4, which may be exercised at any time. If TPDC exercises its back in
right the participating interest of BG Group, the Ophir Group and the Pavilion Energy Group (as
applicable) will be reduced proportionately.

Operatorship
Pursuant to the terms of the BG Farm Out Agreement, transfer of operatorship of Blocks 1, 3 and 4
to BG Group commenced during the first half of 2011, and the formal Transfer of Operatorship
Agreement was signed on 7 June 2011, with BG Group taking over operatorship from 1 July 2011.

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As noted above, the Ophir Group intended to re-assume operatorship of Block 3 from BG Group
with effect from 30 September 2014 on the basis of the submitted relinquishment plan. Government
consent to the transfer of operatorship remains outstanding. On the basis of the existing Block 3 PSA
requirements, there is a two well work commitment associated with the second extension period.
In relation to Blocks 1 and 4, since the Ophir Group holds an interest of more than 10 per cent. but
less than 35 per cent., it has a right of veto over decisions of the operating committee requiring
unanimous approval. The same applies in respect of Block 3 until such time as Government of
Tanzania consent is granted to the transfers of BG Group’s interest and operatorship to Ophir.
Exploration and Appraisal
Drilling began in late 2010. Since then 16 wells have been drilled with hydrocarbons encountered in
all wells across all three blocks on a mix of Tertiary and Cretaceous plays. This includes the large
Mzia and Jodari discoveries in Block 1. Of the 16 wells drilled, eleven successful exploration wells
and five appraisal wells have been drilled, and flow tests carried out on the Jodari, Mzia, Pweza and
Taachui discoveries.
The contractor parties are currently in the second extension periods for Blocks 1 and 4, with a work
commitment of a single well in Block 1 and two wells in Block 4.
The parties pay their own share of costs in proportion to their participating interest share.
The total discovered gross 2C resource to date is estimated at over 16.3TCF across Blocks 1 and 4,
which is sufficient to underpin a two train LNG development. The Ophir Directors believe that there
is unrisked upside in the prospect inventory, with additional wells expected to be drilled in 2016 in
Blocks 1 and 4 and if successful could provide support for a third train.
The Ophir Directors estimate the total Block 1, 3 and 4 mean (2C) recoverable resources to be
17.1TCF.
Infrastructure
On 26 May 2010, the Ophir Group entered into a suite of agreements with the Government of
Tanzania and TPDC granting it the rights to develop, build, own and operate the infrastructure
required to exploit any discovery of natural gas in any of Blocks 1, 3 or 4. The agreements also grant
the right to export and sell any recovered gas (converted to LNG or other gas products) into the
international market. The suite of documents include an implementation agreement relating to all of
Blocks 1, 3 and 4 and an addendum to each of the PSAs relating to Blocks 1, 3 and 4 which
incorporate gas terms.
Building on this, following the Government of Tanzania’s request, in April 2014 the partners in
Blocks 1, 3 and 4 and the partners in Block 2 signed a heads of agreement (the ‘‘HoA’’) setting out
how the companies will collaborate on development of a potential joint LNG project. Under the
HoA, BG Group will be the lead developer during the pre-FEED phase and a contract for the LNG
plant pre-FEED was awarded in July 2014. A memorandum of understanding (the ‘‘MoU’’) between
the Government of Tanzania, the partners in Blocks 1, 3 and 4 and the partners in Block 2 was
signed in April 2014. The MoU covers the site selection for the joint LNG plant, the process for
acquiring the site, the lease to be negotiated and how any resettlement will be managed.
Forward plan
An integrated project team has been formed to develop an integrated LNG project and is currently
conducting pre-FEED studies, leading to an expected selection of a preferred project concept in early
2015 and entry into full FEED in 2016. In parallel with the technical development, commercial
discussions are underway between the existing commercial parties to develop a suite of commercial
agreements to structure the integrated midstream project to allow for project FID to be undertaken
by early 2018.
Ophir is currently considering its options in respect of Blocks 1, 3 and 4, Tanzania and is currently in
ongoing discussions with parties in relation to the possible disposal of all or part of the interests it
holds in Blocks 1, 3 and 4, Tanzania.

East Pande Block, Tanzania

Location
East Pande is located inboard from Blocks 1-4 and covers a largely unexplored part of the onshore
to deepwater Mandawa Sub-basin; the lateral extension of the deepwater Mafia Deep and Rovuma
Basins. The following map shows the location of the block:

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Interest
On 29 March 2011, the Ophir Group entered into a farm in agreement with RAKGas Tanzania for
the transfer of a 70 per cent. participating interest and operatorship of a PSA relating to the East
Pande Block, onshore/offshore Tanzania. The farm out transaction was completed on 22 November
2011 and the transfer of operatorship agreement was executed on 11 October 2011, with an effective
transfer date of 20 September 2011.
TPDC has a back in right of 20 per cent. which may be exercised at the time of approval of a
development licence. If TPDC exercises its back in right the participating interest of the Ophir Group
and RAKGas Tanzania will be reduced proportionately.
Operatorship
The Ophir Group is the current operator in East Pande.
Exploration and Appraisal
The Mandawa Sub-basin occupies an area to the south of the Rufiji Depression, limited to the west
by the Masasi Basement Spur and to the south by the Ruvuma Saddle. The basin is typified by both
northwest and north trending basement highs, which influence reservoir deposition and, with salt
diapirism, create abundant structural traps.
As announced on 21 November 2014, the Tende-1 well was drilled in East Pande targeting the
Cretaceous-aged Tende prospect. Although gas traces were encountered in the upper strata of the
primary objective, wireline logs confirmed that no moveable hydrocarbons were present in this
prospect. In the secondary Tikiti objective, the Tende-1 well encountered a gas bearing sandstone.
Forward plan
Following TPDC support to extend the term of the first extension period by six months, the joint
venture will continue with post-well analysis work on the Tende-1 well in order to evaluate the
remaining prospects in East Pande, ahead of the decision whether or not to enter the second
extension period, now due to be made by June 2015.

Block 7, Tanzania
Location
Block 7 is located on the continental slope of the Indian Ocean, 80km east of Dar es Salaam and
covers an area of 4,263km2. Water depths in Block 7 range from less than 400m to more than
2,500m. The following map shows the location of the block:

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Interest
The Ophir Group acquired its 80 per cent. operated interest in Block 7 in February 2012 through the
acquisition of Dominion Petroleum Ltd (‘‘Dominion’’). Dominion had signed a production sharing
agreement with the Government of Tanzania in March 2007, taking a 100 per cent. interest in the
block, before subsequently farming down a 20 per cent. interest to Mubadala Petroleum in late 2011.
TPDC has a back in right of 15 per cent. which may be exercised at any time. If TPDC exercises its
back in right the participating interest of the Ophir Group and Mubadala Petroleum will be reduced
proportionately.

Operatorship
The Ophir Group is the current operator in Block 7.

Exploration and Appraisal

Dominion completed a 3D seismic survey in 2010 while further 2D and 3D surveys were acquired by
Ophir in 2012. The first well on Block 7, Mlinzi Mbali-1, was completed at the end of 2013 and
whilst it did not encounter live hydrocarbons it has provided valuable stratigraphic information from
the deepest well drilled offshore Tanzania to date.
Block 7 is currently in the first extension of two years, which commenced on 22 May 2013, and
includes a work commitment of two firm exploration wells, one with the potential to roll into the
second extension period if the contractor parties elect to enter that second extension period.
Following the Tende-1 well, the Deepsea Metro I drillship moved to Block 7 where the Mkuki-1 well
was drilled to a total depth of 3,204m. The well targeted a Tertiary-aged stratigraphic prospect
located in water depths of 1,648m and encountered a high quality sandstone sequence, but no
hydrocarbons were present, as announced by Ophir on 21 November 2014.

Forward plan
The joint venture is currently consulting and aligning internal and joint venture approval processes in
deciding whether to enter the second extension period by May 2015.

Block L9, Kenya

Location
Block L9 straddles the Tanzanian Coastal and Lamu Basins, offshore Kenya in water depths ranging
from approximately 400-1,400m. The following map shows the location of the block:

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Interest
On 17 May 2011, Dominion Petroleum Kenya Limited (‘‘Dominion Kenya’’) signed a PSC with the
Kenyan Ministry of Energy (the ‘‘Block L9 PSC’’). Dominion Kenya currently has a 100 per cent.
participating interest and operatorship of Block L9 and a 90 per cent. effective interest pursuant to
the carried interest of the Government of Kenya. Further details of the Block L9 PSC are set out
below.
Pursuant to the Block L9 PSC, Dominion Kenya is obliged to surrender 25 per cent. of the contract
area (excluding any development area) at the end of the initial exploration period and a further 25 per
cent. of the original contract area at the end of the first two-year additional exploration period.
If a commercial discovery of crude oil is made during the exploration period, the Block L9 PSC shall
be extended for such development area for a term of 25 years from the date on which the
development plan for that development area is adopted pursuant to the Block L9 PSC.
The Block L9 PSC also provides for the process to be followed on the discovery of economically
exploitable natural gas. On such discovery, the Minister for Energy and the contractor shall follow a
development plan for the exploitation of the natural gas prepared in accordance with the terms of the
Block L9 PSC.
Operatorship
The Ophir Group is the current operator in Block L9.
Exploration and Appraisal
Block L9 contains two principal play systems; an inboard carbonate play which has been tested by
the recent BG Sunbird well in Block L10 and an outboard clastic play which has been tested by
Apache’s Mbawa well. Ophir has assessed the leads and prospects identified to date in the individual
play systems and recognise potential for prospects of 15-190 MMbbls in the inboard carbonate play
and 0.1-1.0TCF in the outboard play in the mean case.
The outboard play is well covered by 3D seismic data and the prospects are moderately well defined.
The primary play is a series of robust Albian structural culminations. Albian aged reservoirs are
found within a thick succession of hemipelagic strata requiring charge from an outboard kitchen or
vertical migration from the deeply buried Jurassic source rock. The probability of success ranges from
10 per cent to 20 per cent. Economic analysis suggests a minimum economic pool size of c. 3TCF
which would require a complex clustered FLNG development in water depths of 1,400-1,500 metres.

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Block L9 is currently in the first additional exploration period of three years, which commenced on
15 August 2013 and has been extended until 15 August 2016, and includes a firm commitment to drill
one exploratory well to a minimum vertical depth of 3,000 metres. The initial exploration period
under the Block L9 PSC was for a period of two years commencing from the date falling 90 days
from 17 May 2011 (15 August 2011). The Block L9 PSC allows for a maximum of two successive
additional exploration periods; the first additional exploration period, which is the current period for
Block L9 (duration of three years) and the second additional exploration period (duration of one
year). Both additional exploration periods were originally for a period of two years each, however
such periods were amended to three years and one year respectively, at Ophir’s request, by a letter
from the Ministry of Energy & Petroleum dated 12 May 2014. The Block L9 PSC also permits an
extension of the second additional exploration period for up to four months in order to complete the
drilling and testing of an exploration well. In the event of a discovery in the last year of the second
additional exploration period, the Block L9 PSC also permits an extension of 12 months in certain
circumstances.
Forward plan
Ophir continues to assess the potential prospectivity of the Block incorporating open file information
from the Sunbird-1 discovery in Block L10. In particular, work will continue to mature the Paleocene
and Albian plays in the eastern area of Block L9. The Ophir Directors believe that the oil charge
which has been interpreted in Sunbird-1 could provide an oil charge into the outboard plays and that
the outboard clastic reservoirs will form a far more effective reservoir than the inboard carbonates.
Ophir will continue to assess the commercial viability of gas in the outboard play to evaluate whether
any of the currently identified prospects could form an economic target.
Ophir commenced a farm out process of Block L9 in January 2015. If a farm out of Block L9 is
successful, the new JV group will consider its options for the forward work programme.

Block R, Equatorial Guinea

Overview
Block R in Equatorial Guinea (‘‘Block R’’) is located in the south-eastern part of the Niger Delta
complex. There have been eight technical gas discoveries to date in Block R, six of which have been
made by the Company.
Block R is situated in close proximity to numerous significant oil and gas discoveries in the Nigerian
sector, including Akpo (approximately 600MMbbl of condensate and 1.2TCF of gas), Usan/Ukot
(approximately 600MMbbl of oil and 250Bcf of gas) and Zafiro (approximately l,200MMbbl of oil).

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The following map shows the location of Block R, with the appraisal area shown in black and the
exploration areas in the remainder of Block R bounded in red.

Interest
The state oil company, GEPetrol, holds a 20 per cent. beneficial interest in Block R, but the Ophir
Group has a 100 per cent. paying interest with GEPetrol being carried through exploration and
appraisal until the date of a declaration of commerciality (i.e. the Ophir Group bears the full cost of
exploration during the exploration and appraisal phase but receives a reimbursement of the 20 per
cent. carried amount from GEPetrol in the production period).

Exploration and appraisal

Ophir has conducted three drilling campaigns in Block R, consisting of nine wells (five exploration
and four appraisal), resulting in six new technical discoveries and five new commercial discoveries.
This is in addition to the two discoveries (Oreja Marina and Estrella Del Mar) made by Exxon in
2001 and 2002.
Most recently, during the third extension period, which expired in December 2014, the Tonel-1,
Silenus East-1 (Appraisal) and Fortuna-2 (Appraisal) wells were drilled during this period. The Tonel-
1 well spudded on 7 July 2012 in a water depth of 1,599m and was drilled to a total depth of 3,072m
subsea, with an estimated mean in-place resource of 1.1TCF at that date. Silenus East-1 was drilled
in September 2014 and encountered high quality, but water-wet, reservoirs with weak oil shows and
will be further evaluated. Fortuna-2 was drilled in October 2014 and the drill stem test achieved a
sustained flow rate of 60MMscfd with a drawdown of less than 20 psi at the reservoir, which was
surface equipment constrained.
As announced on 4 November 2014, the Directors estimate that Block R has 3.4TCF of gross mean
risked prospective resources. Once the ongoing work regarding core and log analysis from the
Fortuna 2 appraisal well is incorporated into the reserves calculation the Directors believe that an
increase in these figures could be announced in 2015.
In addition, the Ophir Directors believe that there is an additional upside potential, in respect of
further leads and prospects, in the exploration area within Block R. These prospects provide an
additional 7TCF of gross mean unrisked prospective resources. However, these distal low relief
stratigraphic traps are considered a high risk and as such will be heavily risk weighted.

Pre-Development
Following Ophir’s successful drilling campaigns, a concept selection process was carried out to
determine the optimum development path for commercialisation of Block R. Two main options were
considered: (i) development via a second onshore LNG train, to be constructed at the onshore

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Marathon-operated Punta Europa plant; and (ii) a floating LNG (FLNG) system. The concept select
study (carried out in 2012) showed that the FLNG system was more appropriate for Block R, largely
due to the dry gas composition and generally benign sea conditions. It is currently proposed that six
fields will be developed over a four phase project which will involve the drilling of up to 20
development wells. These wells will be subsea wells, tied back to manifolds and connected to the
FLNG vessel through flexible risers. While the FLNG technology is relatively new, it is recognised
that the simple gas composition of Block R and specifically the absence of water, liquids and
contaminants, means that the topside processing equipment should be considerably more simplified
than on other FLNG developments. The contracting strategy that was developed following this
concept select decision, proposed an upstream EPC contract (Subsea Umbilicals Risers and Flowlines
(‘‘SURF’’) and Subsea Production System (‘‘SPS’’) and a Midstream Build Own Operate Maintain
contract for the FLNG vessel and associated services. Following a competitive tender process in 2013,
Excelerate Energy was appointed as the provider of the midstream solution in November 2014. The
vessel is likely to be capable of producing around 3.0MTPA for a current, base case, production
profile of around 18 years. An amendment to the PSC was also agreed with the Ministry of Mines
Industry and Energy (‘‘MMIE’’) at this time to set in place appropriate gas fiscal terms.
Development and forward plan.
The current schedule builds on the signature of gas fiscal terms and includes a substantial commercial
workstream in 2015. This will run in parallel to a technical workstream based around the upstream
and midstream FEED work which is expected to take place throughout most of 2015. The current
intention is to achieve FID in 2016, for which, amongst others, the following agreements will need to
be successfully negotiated: a host government agreement (with MMIE and Excelerate), a chartering
and operating services agreement for the FLNG vessel (with Excelerate), an EPC agreement for the
SURF and SPS and an LNG sale and purchase agreement.
In terms of financing, the funding of the project is intended to be provided through a combination of
debt and equity financing of the midstream by Excelerate and of the upstream by the Company. In
addition, the Company intends to farm down its equity interest in Block R to suitably qualified
parties during 2015. The success of these financial processes will depend on there being not only a
substantial degree of certainty around both the commercial and technical workstreams, but also
volume assurance, through the provision of a competent person report in mid 2015. The Government
of Equatorial Guinea’s legal, fiscal and administrative support for the project will be confirmed
through a project or host government agreement, with signed heads of agreement expected in the first
quarter of 2015. Formal declaration of commerciality, the submission of the development and
production plan and the finalisation of the project agreement ahead of FID will in turn provide
further assurance to potential buyers that the project has the appropriate validation from the
Government of Equatorial Guinea.
The current total CAPEX estimation for the project is around US$6 billion. This is divided broadly
between the upstream and midstream contracts.

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Mbeli Marin, Ntsina Marin, Manga Marin, Gnondo Marin, Nkouere and Nkawa Blocks, Gabon
Location
The Mbeli Marin, Ntsina Marin, Manga Marin, Gnondo Marin, Nkouere and Nkawa Blocks are
situated to the west and north of the proven oil and gas Ogooué Delta province. The following maps
show the location of the blocks:

Interest
The Ophir Group was awarded a 100 per cent. interest in four deepwater blocks (Mbeli Marin,
Ntsina Marin, Manga Marin and Gnondo Marin) on 16 March 2005 each of which is governed by
its own PSC.
On 16 June 2011, the Ophir Group entered into a farm out agreement with Petrobras Participaciones
S.L. (‘‘Petrobras Participaciones’’) which granted Petrobras Participaciones a 50 per cent. participating
interest in each of the Mbeli Marin and Ntsina Marin Blocks (the ‘‘Petrobras Farm Out
Agreement’’). Under the terms of the Petrobras Farm Out Agreement, Petrobras Participaciones
committed to pay a promoted contribution towards the following stages: (a) certain costs and
expenses incurred between the effective date and completion of the agreement; (b) the costs and
expenses of certain geophysical surveys in the second exploration period; (c) subject to certain
withdrawal rights, the costs and expenses of the first pre-salt exploration well to be drilled in either
the Ntsina Marin or the Mbeli Marin Blocks; and (d) subject to certain withdrawal rights, the costs
and expenses of a second pre-salt well to be drilled in either the Ntsina Marin or the Mbeli Marin
Blocks. The extent of the promoted contribution at each of stages (b), (c) and (d) are subject to
financial caps which may, in respect of (c), vary depending on which party has operatorship at that
point. The Company was fully carried for the cost of the geophysical surveys in stage (b) and, subject
to Petrobras Participaciones withdrawal right, based on current estimates of cost, the Company was
substantially carried for the cost of the first and second exploration wells in stages (c) and (d).
On 12 February 2014, Ophir Gabon (Gnondo) Limited (‘‘Ophir Gnondo’’) and Ophir Gabon
(Manga) Limited (‘‘Ophir Manga’’) entered into an additional farm out agreement with OMV
(Gnondo) Exploration GmbH (‘‘OMV Gnondo’’) and OMV (Manga) Exploration GmbH (‘‘OMV
Manga’’), under which OMV Gnondo and OMV Manga acquired 30 per cent. interests in the Manga
Marin and Gnondo Marin Blocks respectively. On the same date, Ophir Gabon (Mbeli) Limited
(‘‘Ophir Mbeli’’) and Ophir Gabon (Ntsina) Limited (‘‘Ophir Ntsina’’) entered into an additional farm
out agreement with OMV (Mbeli) Exploration GmbH (‘‘OMV Mbeli’’) and OMV (Ntsina)

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Exploration Gmbh (‘‘OMV Ntsina’’), under which OMV Mbeli and OMV Ntsina acquired ten per
cent. interests in the Mbeli Marin and Ntsina Marin Blocks respectively. As a result, Ophir Gnondo
and Ophir Manga retained 70 per cent. operated interests in the Manga Marin and Gnondo Marin
Blocks respectively and Ophir Mbeli and Ophir Ntsina retained 40 per cent. operated interests in the
Mbeli Marin and Ntsina Marin Blocks respectively. Under the terms of these farm out agreements,
OMV Gnondo, OMV Manga, OMV Mbeli and OMV Nitsina have paid historic costs in respect of
the interests acquired by them respectively and a share of the well costs on the Padouck Deep,
Affanga Deep and Okala wells and will pay the cost of 3D seismic surveys which are planned across
the blocks.
On the 23 October 2014, the Ophir Group was awarded a 100 per cent. interest in two additional
blocks in the North Gabon basin, Nkouere and Nkawa, both of which is governed by its own PSC.
Upon the commencement of production from the first field within each of the blocks, the
Government of Gabon will automatically receive a participating interest in the relevant block. Such
participating interest is ten per cent. in relation to the Gnondo Marin, Ntsina Marin and Mbeli
Marin Blocks, 15 per cent. in relation to the Manga Marin Block and 20 per cent. in relation to the
Nkouere and Nkawa Blocks. If the Government of Gabon exercises its back in rights upon the
commencement of production, they will be met by the parties pro rata to their participating interests
at that time. In addition, the National Hydrocarbon Company of Gabon also has a right to acquire
up to an additional 15 per cent. interest at market rates in relation to each of the Nkouere and
Nkawa Blocks.

Operatorship
The Ophir Group is the current operator in the Mbeli Marin, Ntsina Marin, Manga Marin, Gnondo
Marin, Nkouere and Nkawa Blocks.

Exploration and Appraisal

Across the Mbeli Marin, Ntsina Marin, Manga Marin, Gnondo Marin, Nkouere and Nkawa Blocks,
Ophir has identified three play fairways: the northern pre- and post- salt Ogooué delta extension and
the cretaceous/structural stratigraphic play. Pre-salt prospectively exists primarily in the Mbeli and
Ntsina Blocks, but has also been identified in the Manga Block. Based on the relative immaturity of
the pre-salt play in the North Gabon Basin, Ophir elected to form a joint venture partnership with
Petrobras in each of the Mbeli and Ntsina Blocks in 2011. Petrobras is a world class partner with
extensive pre-salt experience and understanding developed in Brazil.
Across the Manga and Gnondo Blocks, the Ophir Group is focusing principally on the upper
cretaceous structural/stratigraphic. Similarities in the deepwater play exist with the conjugate Sergipe
Alagoas basin where recent significant discoveries have been made by Petrobras recently in large
stratigraphic traps: Barra, Boita Monita, FarFan. Outboard of the salt basin in Mbeli, Ntsina,
Gnondo and Manga Ophir has recognised the potential for similar styled stratigraphic traps.
Mbeli Marin and Ntsina Marin are each currently in the third extension period of three years, which
commenced on 10 February 2014, and each include a work commitment of one pre-salt exploration
well.
Gnondo Marin and Manga Marin are each currently in the third extension period of three years,
which commenced on 14 February 2014, and each include a work commitment of one exploration
well and 1,250 km2 of 3D seismic.
Nkawa Marin and Nkouere Marin are each currently in the first exploration period of two years,
which commenced on 23 October 2014. Nkawa Marin includes a work commitment of 1,300 km2 of
3D seismic data acquisition. Nkouere Marin includes a work commitment of 600 km2 of 3D seismic
data acquisition.
In accordance with the provisions of the Petrobras Farm Out Agreement, the Ophir Group acquired
approximately 2,200km2 of 3D seismic data over the Mbeli Marin and Ntsina Marin Blocks during
2012. This new 3D seismic data substantially improved Ophir’s understanding of the area and
provided future prospects for drilling. In addition, in 2012, the Ophir Group acquired the 220km2
Pachg Liba 3D seismic survey in the Gnondo Marin Block and the 628km2 Afo 3D seismic survey in
the Manga Marin Block.
On 19 March 2014, the Company announced that it had drilled the Padouck-Deep 1 well in the
Ntsina Block. Whilst the well encountered thicker than expected, good-quality reservoir sands, there
were no significant hydrocarbon shows. On 27 May 2014, the Company announced that it had

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completed drilling of the Affanga Deep-1 well in the Gnondo Block. The well encountered thinner
than expected sandstone sections with poor reservoir characteristics. Gas and indications of liquids
were encountered during drilling but significant hydrocarbon shows were not encountered in the
target formations. On 26 June 2014, the Company announced that it had completed drilling
operations on the Okala-1 well, which encountered a thick section of Aptian salt as prognosed and
well developed sandstones in the Gamba and Dentale formations, but there were no significant
hydrocarbon shows in the target reservoirs.
The costs of the Padouck Deep-1 and Okala wells were largely carried by Petrobras and OMV, and
costs relating to the Affanga Deep-1 well were partially carried by OMV.
The Ophir Group’s analysis of its 2014 North Gabon drill campaign has enhanced the understanding
of the deepwater distal margin of the North Gabon basin. The Company has acquired the Olumi
Rouge survey, an 8,521.83km2 3D seismic data programme, on this play in the Mbeli Marin, Ntsina
Marin, Manga Marin and Gnondo Marin Blocks and a similar survey is ongoing in the Nkouere and
Nkawa Blocks. The Ophir Directors believe that this seismic data set will illuminate the deepwater in
this material acreage holding. Although the well results have been unencouraging, data acquired
during these campaigns indicate the presence of an oil-prone source rocks and has the potential to be
an important oil province in the future.

Forward plan
Over the next 12 months, the Company will be integrating well results from the 2014 campaign and
updating the portfolio with the re-processed Stenella and the fast track Olumi Rouge 3D seismic data
sets. Following this interpretation, the Company will decide on whether to conduct further drilling
operations in Gabon.

Blocks 5B/1, 5B/2 and 5B/3, Seychelles

Location
Areas 5B/1, 5B/2 and 5B/3 represent a total area of 12,855 km2 off the coast of the Seychelles. Two
key areas, Junon and Beau Vallon, were high graded for the acquisition of further seismic data prior
to selecting a suitable location for an exploration well during exploratory activities by the joint
venture partners in 2012 and 2013 before the Company’s farm in.
The following map shows the location of the blocks:

Interest
On 4 March 2014, the Ophir Group announced that it had entered into an agreement with WHL
Energy Ltd (‘‘WHL’’), an Australian listed exploration and production company, to acquire a 75 per
cent. operated interest in Blocks 5B/1, 5B/2 and 5B/3, located offshore to the south of the Seychelles
Islands in the Indian Ocean.

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In exchange for the acquired interest, the Ophir Group repaid back costs to WHL of US$4 million
and funded the acquisition of 1,500 km2 of 3D seismic data up to a total amount of US$17 million.
Block 5B/2 has been broken out into Blocks 5B/2 and 5B/3 since the Company’s entry into the farm
in agreement.
Operatorship
The Ophir Group is the operator in each of Blocks 5B/1, 5B/2 and 5B/3.
Exploration and Appraisal
The interest is within a frontier basin with a large number of potential structural oil targets.
Following the acquisition and evaluation of the initial seismic investigation, and on or before
31 December 2015, the Company may either withdraw from the farm in or exercise the option to
both: (i) fully fund the acquisition of a further 1,000km2 of 3D seismic, up to a total amount of
US$12 million; and (ii) fund 90 per cent. of the costs of the first exploration well, up to a total
amount of US$30 million. If the Company exercises its option to retain its interests, the Company
will also pay WHL a further US$2 million in cash for further partial recovery of past costs.
During 2012 and 2013 WHL accomplished a series of technical advances in the Seychelles exploration
acreage. Substantially improved seismic data enabled WHL to complete a detailed tectnostratigraphic
analysis, complete the re-interpretation of the available seismic data set and a ‘‘bottom-up’’
reconstructed basin model and mature several potential drilling opportunities within a revised
exploration prospect and lead inventory. Two key areas, Junon and Beau Vallon, were high graded
for the acquisition of further seismic data prior to selecting a suitable location for an exploration
well.
As part of the March 2014 farm in agreement the Company agreed to fund the acquisition of 1,500
km2 of 3D seismic data over the Junon South trend. The 3D marine seismic survey programme
known as ‘Junon’ commenced on 25 June 2014 and was completed on 29 July 2014 covering 1,528
km2. The interpretation of the fast-track volume commenced in September 2014. The interim PSTM
volume was delivered in November 2014.
Forward plan
To further develop the Junon South lead, a full PSDM model building and update of the newly
acquired Junon 3D Marine Seismic Survey was commenced in December 2014 and is expected to be
delivered in April 2015. In addition, a PSDM reprocessing project of the 2D data over the Beau
Vallon and North East Junon leads was tendered in late December for an early 2015 start. Delivery
of this data is expected by end April 2015. The maturation of these additional prospects will create a
full-risked portfolio of drillable opportunities in the blocks ahead of the drill/drop decision deadline in
2015, and with a view to potentially drilling in 2016.

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Recently acquired assets
Myanmar
On 4 December 2014, Ophir Myanmar (Block AD-3) Limited (‘‘Ophir Myanmar’’) signed a PSC with
Myanma Oil and Gas Enterprise, Parami Energy Development Co., Ltd (‘‘Parami’’) and the
Myanmar Ministry of Energy. Ophir Myanmar currently has a 95 per cent. operated participating
interest in partnership with a Myanmar company, Parami, who has a five per cent. participating
interest, in deepwater Block AD-03 offshore Myanmar (‘‘Block AD-03’’). The following map shows
the location of Block AD-03:

Block AD-03 is approximately 10,000 km2 in size and is located in the Rakhine basin, on trend with
the 9+ TCF Shwe gas field which is in production and exporting volumes to China. The preparation
period and the study period of two years will see Ophir re-process existing 2D seismic and acquire
3D seismic data. This represented the Company’s first exploration licence outside of Africa and the
Company was the only independent exploration and production company to be awarded a licence in
the offshore round. The licensing process was competitive, with awards to several major oil
companies.
Forward Plan
In line with the Company’s active management of its portfolio, the Company may seek to acquire
further interests in Myanmar in the future and, subject to all necessary governmental consents, pursue
farm-in opportunities with suitably qualified parties in relation to Block AD-03.

Indonesian Exploration Licences

On 27 October 2014, the Company announced it had entered into an agreement with Niko Resources
(‘‘Niko’’) to acquire interests in seven deepwater PSCs in Indonesia. The transaction provides Ophir
with a series of large acreage positions in several highly prospective basins.

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The following maps show the location of the blocks:

The Company is acquiring seven PSCs with equity interests ranging from 18.5 to 100 per cent., six of
which will be operated positions, with partners including Statoil and ENI. In total, the acreage
covered by the PSCs is approximately 21,500km2 with significant 2D and 3D seismic data already
acquired by Niko. Multiple leads and prospects have been identified across the portfolio across a mix
of clastic and carbonate play types in both proven and frontier basins. The acreage covered by the
PSCs contains identified unrisked prospective resource of more than 3.0 billion boe and has
considerable further exploration potential.
Broadly, the licences are split into three core areas – West Papua, Western Birds Head and the
Makassar Strait. The West Papua area is frontier and potentially high-impact, primarily prospective
for oil within a carbonate play where reservoir quality has been partially de-risked by drilling to date.
The Western Birds Head area, prospective for both oil and gas in clastic and carbonate plays, has
been de-risked by existing discoveries on the Kofiau PSC. The Makassar Strait area is a proven,
world class hydrocarbon province in which several large fields feed the multi-train, but now under-
utilised, Bontang LNG plant located onshore East Kalimantan. The acquired acreage has already seen
some 3D seismic acquisition and the maturing of several leads and prospects that could be
commercialised via this route with the threshold for commercial volumes as low as c.200BCF.
The initial focus of activity will be to re-interpret the existing 3D seismic data and to commission
new 3D surveys on several blocks. It is expected that the first drilling campaigns are likely to start
early 2016. The Company may decide to reduce its cost exposure to some of these wells prior to
drilling.
Total net remaining liabilities and minimum spend commitments under the current terms of the PSCs
are estimated at US$1.3 million. The Company also expects a number of key Niko personnel based
in country to transition across with the assets on completion.
The Company will pay Niko Resources US$31.28 million on completion of the transaction, with
further success payments payable on the declaration of commerciality of up to four discoveries, and
consequently first production from up to four future developments. In aggregate, the total further
consideration payable on success is capped at US$56 million. This further consideration is deferred on
the declaration of commerciality of up to four discoveries, and consequently first production from up
to four future developments.
The transaction is subject to approval by SKKMiGas and the Government of Indonesia.

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Recently relinquished and divested assets
Block Marine IX, Congo (Brazzaville)
The Company elected not to proceed into the next period of the Marine IX PSC and consequently
the contract terminated on 31 December 2012.

Marovoay Block 2102, Madagascar

The Company relinquished its 80 per cent. interest in the Maravoay 2102 PSC effective on 31 October
2013.

Block L15, Kenya

Ophir elected not to enter into the first additional exploration period and therefore Ophir relinquished
all its interests and rights in Block L15 on 4 January 2014.

Offshore Accra, Ghana

Ophir received approval from the Ministry of Energy and Petroleum for the assignment of its entire
participating interest to AFEX Oil (Ghana) Limited and Azonto Petroleum (Ghana) Limited
(‘‘Azonto’’) and transfer of operatorship under the Petroleum Agreement in relation to offshore Accra
contract area (within the Accra-Keta Basin) to Azonto. The transfer of interest and operatorship was
effective as of 23 March 2014.

AGC Profond, AGC

The Company relinquished its 44.2 per cent. interest in the AGC Profond PSA on 18 September 2014
when the Production Sharing Agreement expired.

Daora, Haouza, Mahbes and Mijek Blocks, Saharawi Arab Democratic Republic
The Company divested its 50 per cent. interests in the Daora, Haouza, Mahbes and Mijek PSCs and
related assurance agreements to Calima Energy Limited on 25 November 2014. As consideration for
the transfer of these interests the Company entered into a net profit interest agreement with Calima
Energy Limited in respect of future production on the blocks.

Somaliland
The Company divested its remaining 25 per cent. interest in the SL12, SL9 East and SL9 West
Blocks, Onshore/Offshore in the Republic of Somaliland to Independent Energy Group Capital Corp
on 13 January 2015.

6 HSE policy
The Ophir Group has adopted Health, Safety and Security (‘‘HSS’’) policies with which all of its
employees are required to conform. The Company has a dedicated commitment to corporate
responsibility; Ophir’s approach is underlined with the same principles as those of its core activities
which are determination, innovation and excellence. As an integral part of Ophir’s corporate
responsibility commitments, the Company is dedicated to the implementation, review and continuous
improvement of its HSS performance and to minimising risks related to its operations for people. To
meet these objectives the Company operates in accordance with the following principles; Ophir:
* Complies with all applicable HSS laws, regulations and standards applying responsible standards
in line with industry best practice;
* Implements a systematic framework of hazard identification and risk assessment through which
safe operations can be managed;
* Implements an HSS management system that focuses on the minimising of risks associated with
its activities. This system includes the appropriate protective measures to control risks and to
respond to any emergency resulting from our operations, including contracting with maritime
safety and security risk management specialists and onshore HSS liaison coordinator services in
the countries in which it plans to conduct exploration drilling operations in line with
international practice and guidance;
* Promotes a culture within the Company whereby all employees have a commitment to, and are
involved in, the implementation of HSS management systems and establish a transparent line of
accountability and responsibility within the organisation management line;

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* Recognises that all activities on its behalf can impact Ophir’s operations. The Company
subsequently ensures that its partners, contractors and business relations share a common
responsibility for HSS and are compliant with its standards;
* Ensures that employees, contractors and any individuals under our duty of care are adequately
trained and aware of the importance of the HSS aspects of their jobs. All Ophir employees and
contractors are guided by our Medical and Fitness to Work and Travel standards, which must
be adhered to at all times; and
* Monitors and reviews all aspects of its HSS policy on a regular basis to ensure suitability and
effectiveness.
Responsibility for the compliance of the HSS policies lies with the Executive Directors.

7 Anti-corruption policies
Doing business in international developing markets brings with it inherent risks associated with fraud,
bribery and corruption. The Company has rigorous due diligence procedures when entering into
agreements with new agents for ensuring compliance with applicable anti-corruption legislation and
has adopted internal policies for ensuring compliance with the UK Bribery Act 2010.

8 Insurance
The Company’s operations are subject to numerous operating risks normally associated with
exploration activities. The Ophir Directors believe that its existing insurance coverage is reasonable to
cover all general material risks associated with the Company’s operations (and that of the operators
of assets in which it has an interest).

9 Corporate social responsibility

The Company’s corporate social responsibility programmes focus on taking an active and influential
part in the development of the jurisdictions in which it operates. The Company’s commitment is to
conducting its operations in an ethical, responsible, apolitical, independent and transparent way.
The Company’s long-term involvement with host jurisdictions and local partners, as well as its
multicultural team, are instrumental in ensuring that the Company maintains an effective dialogue in
line with its business strategies. The Company focuses its efforts in community development in
improving the following areas: education, environment and health. In addition, the Company partakes
in the sustainable support of local initiatives via charitable donations programmes, including its own
Staff Charity Fund which accumulates collective employee donations towards The Egmont Trust, a
charity operating across several African countries.
In Equatorial Guinea, the Ophir Group provided the funding for the construction of a nursery school
in the village of Ebein Yenkeng which became operational in 2010. In addition, the Ophir Group has
acquired and installed four electricity generators into rural hospitals and contributes to the ITNHGE
Programme, a collaborative educational initiative run for the benefit of adult students. More recently,
the Ophir Group has invested in the renovation of the De Oveng Okas primary school in Mongomo
and the provision of water well to be used by the local villages.
In Tanzania, the Ophir Group has supported schemes in Mtwara, for example the provision of three
donations to a local maternity clinic to purchase essential drugs and baby equipment, the provision of
maize, flour and cement to flood victims, as well as the complete reconstruction of the Lilungu
primary school, including new classrooms, a water tower and a brand new toilet block. The Ophir
Group continues to work with the local communities of Mtwara.
In Kenya, the Ophir Group has started the reconstruction of the Rima Ra Pera primary school in
the Kilifi region, due to be completed in January 2015.
In Gabon, the Ophir Group has funded a cultural exchange programme between Gabon and South
Africa under the auspices of the South African Embassy for the Nelson Mandela School in Libreville.
Additionally Ophir has sponsored a Marine Mammal Observer Programme, including English
language training for eight Gabonese locals.
After the recent acquisition of blocks in Seychelles, the Company has begun a needs assessment in
order to identify the most effective way to invest in the local communities there and expects to
provide social investment by January 2015.
In addition to Ophir’s community development projects, the Company has initiated structured
development programmes for graduates and educational sponsorships, including:

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* a scholarship programme, which will provide sponsorship for two Tanzanian students to attend
the 4 year BA Hons undergraduate course in Petroleum Engineering/Geoscience at the
University of Dar Es Salaam. This programme compliments the Tanzanian government’s
commitment to improving access to higher education for Tanzanians;
* the launch of the Early Career Training and Development Programme, as part of which it is
intended that one candidate will be recruited into the Geoscience team in September 2015.
Applications open in January 2015; and
* a sponsorship scheme to support two UK students on the MSc Petroleum Geoscience courses at
Imperial College London and Royal Holloway University.

10 Employees
The number of employees of the Ophir Group for each of the financial years ended 31 December
2011, 2012 and 2013 is set out below. As of the Latest Practicable Date, the number of employees of
the Ophir Group in administration and exploration/operations was 91 and 46 respectively.

Category of Activity As of 31 December

2011 2012 2013

Administration............................................................................. 34 53 89
Exploration/operations ................................................................ 22 16 30

For the purposes of these numbers, exploration/operations includes geoscience, HSE, drilling, new
ventures and operations. Administration captures all other support functions and executive.

Employee share plans

The Company operates the Ophir Energy Long Term Incentive Plan 2011, the Ophir Energy
Company Limited 2006 Share Option Plan and the Ophir Energy Deferred Share Plan 2012 for the
benefit of its Executive Directors and employees. The principal features of these are set out in
paragraph 11 of Part X (Directors, Responsible Persons, Corporate Governance and Employees) of
this Prospectus. The Company has also operated a fourth Plan, the Foundation Incentive Plan but
this Plan is no longer used.

11 Tax
The Company is incorporated and has its head office in the United Kingdom, and is resident for tax
purposes in the United Kingdom. It is intended that a majority of the Ophir Group companies are
and will be managed in such a way that they are resident for tax purposes in the jurisdiction in
which they are incorporated. Further details relating to taxation are set out in Part IX (United
Kingdom Taxation Considerations) of this Prospectus.

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 PART III

INFORMATION ON SALAMANDER
The following information should be read in conjunction with the information appearing elsewhere in this
Prospectus, including the Salamander Group’s audited historical consolidated financial information for the
three years ended 31 December 2011, 31 December 2012 and 31 December 2013 which are incorporated
into this Prospectus by reference as explained in Part VII (Historical Consolidated Financial
Information Relating to the Salamander Group) and paragraph 19 of Part XI (Additional Information)
of this Prospectus and are available for inspection in accordance with paragraph 18 of Part XI
(Additional Information) of this Prospectus and Salamander’s unaudited consolidated financial
information for the 24 weeks ended 30 June 2014, which is set out in Part VII (Historical Consolidated
Financial Information Relating to the Salamander Group) of this Prospectus. Unless otherwise indicated,
the selected financial information included in this Part III (Information on Salamander) has been
extracted without material adjustment from the Salamander Group’s audited historical consolidated
financial information contained in Part VII (Historical Consolidated Financial Information Relating to
the Salamander Group) of this Prospectus.

1 Business Overview
Salamander is one of the largest independent Asian oil and gas exploration and production
companies. Salamander Energy plc was incorporated and registered in England and Wales on
13 September 2006 as a public limited company under the Companies Act 1985 with registered
number 05934263. Salamander was formed to explore, develop, produce, distribute and market
hydrocarbons including natural gas.
Salamander was listed on the main market of the London Stock Exchange on 30 November 2006
raising £106 million and with an initial market capitalisation of approximately £208 million. Its shares
commenced trading on 5 December 2006. As at the date of this Prospectus, Salamander is a
constituent of the FTSE SmallCap Index and had a market capitalisation of approximately US$231
million as at the Latest Practicable Date.
Salamander’s registered office, which is also its head office, is 4th Floor, 25 Great Pulteney Street,
London W1F 9LT, United Kingdom. In addition, the Salamander Group has regional offices in
Singapore, Bangkok, Jakarta and Kuala Lumpur. As at the Latest Practicable Date, Salamander
directly employed 204 employees, located across its offices.
In addition to the registered office in London (4th Floor, 25 Great Pulteney Street, London W1F
9LT), Salamander has representative offices in Singapore (80 Raffles Place, #34-02 UOB Plaza 1,
Singapore 048624), Jakarta (15th Floor, Indonesia Stock Exchange Building, #15-02 Tower II,
Jl Jenderal Sudirman Kav 52-53, Jakarta 12190, Indonesia), Bangkok (No. 1 Q House Lumpini
Building, 28th Floor, Unit 2802, South Sathorn Road, Tungmahamek, Sathorn District, Bangkok
10120, Thailand) and Kuala Lumpur (Level 11, Tower 1, Etiqa Twins, 11 Jalan Pinang, 50450 Kuala
Lumpur, Malaysia).
Salamander is the holding company of the Salamander Group. With one exception, all of the oil and
gas interests are held by direct or indirect subsidiaries of Salamander Energy Group Limited,
Salamander’s UK-incorporated subsidiary. All of these oil and gas interests are wholly owned, other
than the onshore North East Thailand assets, which are held through Salamander’s membership
interest in APICO LLC, a Delaware limited liability company.
The Salamander Group has principally been funded through a mix of operating cash flow, bank debt
and equity. In May 2012 the Salamander Group completed an approximately US$201 million rights
issue and has in total raised over US$700 million in cash equity since its foundation in 2005.
Salamander’s principal debt financing tool is its RBL Facility. This facility, initially entered into in
December 2012, was amended to an up to US$350 million facility in December 2013 of which
US$254 million was drawn as at 31 December 2014. The RBL Facility matures in December 2019.
Through the refinanced RBL Facility, the Salamander Group accessed additional capacity at lower
cost and under a simpler structure than its previous RBL Facility. In addition, the Salamander
Group has US$94 million outstanding on the Salamander Convertible Bonds which are due in March
2015 and the unsecured US$150 million NOK Bonds bond which were issued on 6 December 2013
and are due in January 2020.

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2 Summary of key assets
Salamander has operations across South East Asia, with the principal assets located in Indonesia and
Thailand. The portfolio has been established through a series of asset and company transactions, as
well as organic license round entries. In Thailand, a Salamander Group company is operator of the
producing Bualuang offshore oil field and has, through its holding in APICO, a non-operated interest
in the producing Sinphuhorm gas field and the Dong Mun gas field development. In Indonesia, a
Salamander Group company is operator of the Kerendan gas field development. The Salamander
Group has further operated and non-operated interests in a number of exploration licences
throughout Thailand, Indonesia, Malaysia and Laos.
The map below shows the location of Salamander’s key partnership interests.

Khorat Plateau, Onshore NE Thailand

Sinphuhorm (9.5%), PTTEP operator
Dong Mun (27.2%), APICO operator
Gas Production, Development & Exploration

Greater Bualuang, Gulf of Thailand

B8/38 (100%), operator
G4/50 (100%)*, operator
*Subject to 50% MOECO back-in
Oil Production, Development & Exploration
Greater Kerendan, Indonesia
Bangkanai PSC (70%), operator
NE Bangkanai PSC (100%), operator
West Bangkanai PSC (70%), operator
Gas Development & Exploration

Melaka Strait, Malaysia

PM322 PSC (85%), operator
Oil Appraisal & Exploration

Source: Salamander

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The table below summarises the details of the Salamander Group’s ownership interests:
Contract Working
Onshore/ Area Interest
Asset Location Offshore (km2) (%) Status Operator

Greater Bualuang, Thailand

Block B8/38 (Bualuang) ................ Thailand Western Offshore 377 100.0 Production and Salamander
Gulf development Oil
Block G4/50(1) ............................... Thailand Western Offshore 2,906 100.0 Exploration Salamander
Gulf
Onshore NE Thailand
Blocks E5N/EU1 (Sinphuhorm)(2) Thailand North East Onshore 230 9.5 Production and PTTEP
development Gas
Block L27/43 (Dong Mun)(2)......... Thailand North East Onshore 524 27.2 Pre-development APICO
Gas
Block L15/43(2) .............................. Thailand North East Onshore 460 27.2 Appraisal Gas APICO
Greater Kerendan, Indonesia
Bangkanai PSC (Kerendan) .......... Indonesia Central Onshore 1,385 70.0 Development First Salamander
Kalimantan gas expected 2015
West Bangkanai PSC .................... Indonesia Central Onshore 5,463 70.0 Exploration Salamander
Kalimantan
North East Bangkanai PSC .......... Indonesia Central Onshore 5,455 100.0 Exploration Salamander
Kalimantan
Other Assets, Indonesia & Malaysia
Bontang PSC ................................. Indonesia East Offshore 428 100.0 Exploration Pre- Salamander
Kalimantan development
South East Sangatta PSC.............. Indonesia East Offshore 1,892 100.0 Exploration Salamander
Kalimantan
PM322 PSC ................................... Malaysia Melaka Offshore 24,541 85.0 Exploration Salamander
Strait

Source: Salamander
Notes:
(1) The Salamander Group’s interest is subject to an option granted under a farm out agreement with MOECO whereby MOECO has
the option to back-in up to 50.0 per cent. of the participating interest in the concession subject to certain rights and costs.
(2) The Salamander Group’s interest is held through APICO in which the Salamander Group has a 27.2 per cent. shareholding.

3 Reserves and Contingent Resources

The Salamander Group’s portfolio is marked by the producing Bualuang oil field and Sinphuhorm
gas field in Thailand and the Kerendan gas field development in Indonesia. As set out in
Salamander’s Annual Report and Accounts for the year ended 31 December 2013, the Salamander
Group had independently certified 2P reserves of 65.3MMboe against these assets as of 31 December
2013.
Salamander’s main producing asset is the Bualuang oil field in the Gulf of Thailand that, as of
1 January 2014, contained 2P reserves of 30.1 MMbbl. Having delivered 17.2 MMbbl of production
by end of 2013, the expected ultimate recovery from the field currently stands at 47.3 MMbbl,
representing a 217 per cent. increase since Salamander first entered the field in 2008. Salamander’s
other producing asset is the Sinphuhorm gas field, located onshore northeast Thailand. As of 1
January 2014, Sinphuhorm contained 18.3 MMboe net 2P reserves with the Kerendan gas field,
located onshore Indonesia in East Kalimantan, comprising the remaining 16.8 MMboe net 2P
reserves. Underpinning these volumes was a net 1P reserve of 41.9 MMboe; the high ratio of 1P to
2P being a strong indicator of the tangibility of the Salamander Group’s core portfolio.
Additionally the Salamander Group had independently certified net 2C resources totalling 110.1
MMboe as of 1 January 2014. The contingent resources are attributable to the upside on the
Bualuang, Sinphuhorm, Kerendan and West Kerendan fields and also include the Dong Mun
development.

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The table below sets out an overview of Salamander’s independently certified reserves and resources
(Net Salamander WI Basis):

Certified Reserves (MMboe, as of 1 January 2014) 1P 2P 3P

Bualuang...................................................................................... 19.3 30.1 41.2

Sinphuhorm ................................................................................. 5.8 18.3 18.3
Kerendan ..................................................................................... 16.8 16.8 16.8

Total Reserves .............................................................................. 41.9 65.3 76.4

Certified Resources (MMboe, as of 1 January 2014) 1C 2C 3C

Bualuang...................................................................................... 20.7 27.8 32.4

Sinphuhorm ................................................................................. 3.0 13.6 116.2
Kerendan / West Kerendan ......................................................... 19.3 64.6 149.2
Dong Mun ................................................................................... 2.0 4.1 8.2

Total Resources ............................................................................ 45.0 110.1 306.0

Total Reserves And Resources...................................................... 87.0 175.4 382.4

The chart below sets out Salamander’s independently certified reserves on a net working interest basis
as of 1 January 2014:

MMboe Salamander Net Reserves (1 January 2014)

Kerendan, 3P, 16.8

Kerendan, 2P, 16.8

Sinphuhorm, 3P,
18.3
Sinphuhorm, 2P,
18.3
Kerendan, 1P, 16.8

Sinphuhorm, 1P,
5.8 Bualuang, 3P, 41.2
Bualuang, 2P, 30.1
Bualuang, 1P, 19.3

Kerendan Sinphuhorm Bualuang

4 Production and Development

Salamander has stated that average production for 2014 was 14,200 boepd.

The majority of the production comes from the Bualuang oil field which has increased production
through 2013 and 2014 as Salamander has completed an extended development drilling programme
utilizing the 16 well slots, plus four new well slots added in 2014, on the Bravo WHP. Despite a six-
week shutdown in January and February whilst the facilities underwent repairs, Salamander has
stated that production from the Bualuang oil field in 2014 averaged nearly 12,500 boepd.

The Suksan Salamander FSO arrived on location in July 2014 and following hook-up and
commissioning, received first oil in August 2014. Along with new oil processing and power generation

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modules, the FSO completes that planned upgrades to the Bualuang facilities which target a reduction
in operating costs of up to US$25 million per annum.
The Sinphuhorm gas field, onshore Thailand, has been producing gas since 2006. The gas is sold
under a gas sales agreement to PTT and used to feed the Nam Phong power station. The agreement
provides for the sale of gas at a daily contract quantity of up to 108 MMscfd over a period of
15 years to November 2021 for a price that is indexed to High Sulphur Fuel Oil. PTTEP assumed
operatorship of the field following the acquisition of Hess’ Thai portfolio in April 2014. On the basis
of information provided by Salamander, average production from the field for 2014 was
approximately 105 MMscfd and 414 bcpd gross (10 MMscfd and 39 bcpd net to Salamander).
On the Dong Mun gas discovery east of Sinphuhorm, gas sales negotiations and pre-development
work are ongoing ahead of an investment decision on the field development.
The Kerendan gas field onshore Indonesia is expected to be ready to commence production in 2015.
Four development wells were completed and tested in 2013 at a combined rate of 40 MMscfd. This
rate is well in excess of the 20 MMscfd of gas that Salamander is contracted to deliver under the
existing gas sales agreement. In March 2014, the West Kerendan-1 exploration well successfully tested
at a combined flow rate of 50 MMscfd. Salamander has stated that it has commenced discussions to
incorporate the West Kerendan discovery into an enlarged Kerendan area development to supply
potentially up to 70 MMscfd to the gas-fired power plant that is currently being constructed adjacent
to the Kerendan field. Salamander is also in active negotiations to raise the gas sales price to PLN
(currently US$4.79/MMBTU).
Salamander also recognises 6.3 MMboe of 2C resources in the Tutung discovery in the Bontang PSC,
Indonesia. This is a small gas-condensate field for which a plan of development has been submitted
to the regulator, SKKMiGas, for approval.

5 Overview of Assets

Greater Bualuang Area, Western Gulf of Thailand, Thailand

The Salamander Group has two concessions in the Western Gulf of Thailand, the Block B8/38
concession and the Block G4/50 concession, which are each 100 per cent. owned and operated. The
Salamander Group has granted an option to Mitsui Oil Exploration Co Ltd (‘‘MOECO’’) to back-in
for up to 50 per cent. of the participating interest in the Block G4/50 concession or the right to
receive an overriding royalty, subject to certain rights, obligations and costs.
The Bualuang oil field in Block B8/38 is the Salamander Group’s principal production asset; it
commenced production in August 2008 from a wellhead platform (‘‘Alpha WHP’’) to the Rubicon
Vantage FPSO. The Alpha WHP is a small, unmanned 12-slot platform with nine production wells
and three water disposal wells. In November 2012, a second unmanned wellhead platform (‘‘Bravo
WHP’’) was installed in the field. The Bravo WHP is a 16-slot platform and is bridge-linked to the
Alpha WHP. In the first half of 2014, new power and processing modules were installed and
commissioned on the Bravo WHP. In August 2014, the Rubicon Vantage FPSO was successfully
replaced by the Suksan Salamander FSO. These upgrades have significantly reduced operating costs,
increased water handling capacity and extended the productive life of the field. The drilling of new
development wells from the Bravo WHP has facilitated a significant growth in the Bualuang field
production with output rising from an average of 7,200 boepd in 2012 to an average of nearly 12,500
boepd in 2014 (despite a six-week production shut in during January and February following damage
to the sub-sea facilities caused by an excursion of the FPSO into the no-go zone).
The Block G4/50 Concession benefits from a database of over 5,000 km2 of 3D seismic data including
a 3,000 km2 survey acquired by the Salamander Group in 2012. The Salamander Group has mapped
a large number of prospects and leads generally in the 10-100 MMbbl range. To date, drilling of the
Salamander Group’s high-graded exploration prospects on Block G4/50 has been limited due to
delays related to the approval of the Environmental Impact Assessment (‘‘EIA’’) on a number of
drilling locations. On 22 September 2014, the Salamander Group announced that it had received
conditional EIA approvals for 18 out of a possible 20 drilling locations subject to a number of minor
conditions.
Please refer to paragraph 8.1 of Part XI (Additional Information) for further information on the
proposed disposal of Block B8/38 and Block G4/50.

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Greater Kerendan Area, Upper Kutei Basin, Central Kalimantan, Indonesia
The Salamander Group operates the Bangkanai PSC in the Upper Kutei Basin in Central Kalimantan
in Indonesia, in which it has a 70 per cent. interest. Saka Energi has the remaining 30 per cent.
interest. Material progress was made on the Kerendan gas field development in 2013 and 2014, which
is expected to be ready to commence production in 2015. Four development wells were completed
and tested in 2013 at a combined rate of 40 MMscfd. This rate is well in excess of the 20 MMscfd of
gas that the Salamander Group is contracted to deliver under the gas sales agreement (‘‘GSA’’). The
GSA was signed in June 2011 pursuant to which PT PLN, the Indonesian state power company, has
contracted to purchase gas for a 20-year period. The gas price is US$4.79/MMBTU and increases by
3 per cent. at the end of every 3-year period. The daily contract quantity is 20.33 BBTU. The
Salamander Group is in active negotiations to raise the gas sales price. In July 2014, the Salamander
Group signed a condensate sales agreement with PT Kimia Yasa for the delivery of condensate from
the Kerendan field.
The Salamander Group made a gas discovery in West Kerendan in early 2014 which is expected to
lead to significantly increased gas sales in the future. The discovery has added 61 MMboe of 2C
resources (43 MMboe net). It is anticipated by Salamander that this gas will supply the PLN power
plant that is currently under construction adjacent to the Kerendan field and could potentially
increase production up to 70 MMscfd.
The Group holds two operated exploration PSCs in the Upper Kutei Basin: West Bangkanai (70 per
cent. interest Salamander, 30 per cent. interest Saka) and North East Bangkanai (100 per cent.
interest Salamander). Work commitments on these two PSCs comprise 2D and small 3D seismic
surveys planned to be acquired in 2015/16.

North Kutei Basin, East Kalimantan, Indonesia

The Salamander Group has a significant acreage position in the North Kutei Basin through operated
interests in the Bontang PSC (100 per cent. interest) and South East Sangatta PSC (100 per cent.
interest). The Bontang PSC comprises two blocks over an area of 428 km2 in the Kutei Basin, East
Kalimantan, Indonesia and lies immediately adjacent to the South East Sangatta PSC, a licence that
covers an area of 1,892 km2.
Three exploration wells were drilled during the first half of 2013 to follow up on the Angklung
discovery made in 2010. The wells, South Kecapi-1, North Kendang-1 and Bedug-1, all encountered
hydrocarbon-bearing reservoir quality sandstones, the presence of which was the key risk pre-drill.
The North Kendang-2 exploration well, a follow up to North Kendang-1, encountered sub-
commercial hydrocarbon volumes in two sand intervals and was plugged and abandoned in August
2014.
The Bontang PSC also contains the onshore Tutung discovery. This is a small gas-condensate
discovery for which a plan of development has been submitted to SKKMiGas for approval.

Block PM322, Malaysia

In December 2013, the Salamander Group was awarded its first licence in Malaysia, the PM322 PSC
in which it has an 85 per cent. interest and is operator. PM322 contains the Port Klang oil discovery
which was made in the early 1990’s but which has never been appraised. The PSC also contains a
number of step-out exploration prospects. The Salamander Group has committed to a work
programme that entails shooting 3D seismic and drilling one well.

North-East Thailand
In addition to the operated assets identified above, the Salamander Group has other non-operated
production and development assets.
The Sinphuhorm gas field is located on the Khorat Plateau, onshore North-East Thailand. The
Salamander Group has an effective 9.5 per cent. interest in two concessions covering production
Blocks EU1 and E5N. The Group holds its interest through a 27.2 per cent. interest in APICO, a
limited liability company which has a 35 per cent. interest in EU1 and E5N.
The Sinphuhorm gas field has been producing gas since 2006. The gas is sold under a gas sales
agreement to PTT and used to feed the Nam Phong power station. The agreement provides for the
sale of gas at a daily contract quantity of up to 108 MMscfd over a period of 15 years to November
2021 for a price that is indexed to High Sulphur Fuel Oil. PTTEP assumed operatorship of the field
following the acquisition of Hess’ Thai portfolio in April 2014.

98
The Salamander Group has an effective 27.2 per cent. interest in the adjacent Block L15/43 which is
100 per cent. owned and operated by APICO. In 2013, APICO drilled the Sinphuhorm East-1st well.
This well successfully tested gas at rates of over 50 MMscfd. Shut-in pressures indicate that the
reservoir is in communication with the main Sinphuhorm gas field and confirms the field extension
into Block L15/43. Based on the success of this well, an application for a production area for
Sinphuhorm East was submitted in February 2014 and subsequently approved by the DMF in August
2014.
The Salamander Group also has an effective 27.2 per cent. interest in Block L27/43, east of
Sinphuhorm, which is 100 per cent. owned and operated by APICO. Block L27/43 contains the Dong
Mun gas discovery with 15 MMboe of 2C resources (4.1 MMboe net WI Salamander). A production
area for Dong Mun was approved by the DMF in August 2012. Gas sales negotiations and pre-
development work are ongoing ahead of an investment decision on the field development.

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 PART IV

OPERATING AND FINANCIAL REVIEW OF OPHIR

The operating and financial review should be read in conjunction with the Ophir Group’s audited
historical consolidated financial information for the years ended 31 December 2013, 31 December 2012
and 31 December 2011 and unaudited interim condensed financial statements for the six months ended
30 June 2014, which are incorporated into this Prospectus by reference as explained in Part VI
(Historical Consolidated Financial Information Relating to the Ophir Group) and paragraph 19 of Part
XI (Additional Information) of this Prospectus and are available for inspection in accordance with
paragraph 18 of Part XI (Additional Information) of this Prospectus.
The Ophir Group is a FTSE 250, upstream oil and gas exploration company. The Ophir Group is
incorporated in England and Wales with headquarters in London, England, and operational offices in
Perth (Australia), Dar es Salaam and Mtwara (Tanzania), Malabo (Equatorial Guinea), Libreville
(Gabon) and Nairobi (Kenya). The Ophir Group has an extensive portfolio of oil and gas interests
comprising 15 blocks in six countries. As at the date of this Prospectus, the Ophir Group has
generated revenue in line with its strategy solely through farm outs of its ownership interests in oil
and gas assets to third parties, and has no other history of, nor any other current, revenue generating
operations. For more information, see the section entitled ‘‘Factors affecting results of operations –
Proceeds received by the Ophir Group from the farm out of its ownership interests in oil and gas
assets to third parties’’ under the section entitled ‘‘Factors affecting results of operations’’ below.

Factors affecting results of operations

At the date of this Prospectus, the Ophir Group has undertaken early stage exploration activities, but
has not generated any revenue from oil and gas in the periods under review, although in line with its
strategy it has recognised revenue from sales of its interests in oil and gas-producing assets, and has
also incurred costs which are primarily related to the acquisition and exploration of its asset
portfolio. With the exception of the six months ended 30 June 2014 and 30 June 2011, the Ophir
Group has experienced operating losses in each financial period since its incorporation. In the six
months ended 30 June 2014, the Ophir Group recognised a profit following the completion in March
2014 of its sale of a 20 per cent. interest in Blocks 1, 3 and 4 offshore of Tanzania to Pavilion (the
‘‘Tanzania Sale’’) pursuant to a farm out agreement dated 14 November 2013 (the ‘‘Pavilion Farm
Out Agreement’’).
Due to the general nature of oil and gas exploration, the long lead times in developing projects
(where successful) as well as the fact that the Ophir Group has only recognised a profit in past
periods where it has received proceeds from the sale of interests in its oil and gas assets, and that
such sales may not occur in future periods, the Ophir Group (absent sufficient underlying net
revenues from the Salamander production or other acquisitions) may incur further operating losses in
the current and future financial years as its exploration activities continue. The Ophir Group may be
dependent in line with its strategy on portfolio management to meet its mid to longer term capital
expenditure plans.
The key factors affecting the Ophir Group’s results of operations and financial condition during the
periods under review, and those that are expected to affect its results of operations and financial
condition in the future, include the following:
* acquisition, exploration and development expenditure and success rates;
* movements in day rates for oil exploration vessels;
* rapid expansion of the Ophir Group’s operations;
* oil and gas prices;
* foreign exchange;
* proceeds received by the Ophir Group from the farm out of its ownership interests in oil and
gas assets to third parties;
* issues of ordinary shares and conversion of the Ophir Convertible Bond; and
* the acquisition of Dominion.

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Acquisition, exploration and development expenditure and success rates
The Ophir Group has incurred substantial expenses related to the acquisition of assets and early stage
exploration activities, and in the future expects to incur further significant exploration and
development expenditure as it moves closer to oil and gas production. In particular, the level of its
expenditure will depend in substantial part on whether the Ophir Group is successful in discovering
and appraising oil and gas reserves and developing those reserves into oil and gas-producing assets
monetising these assets in accordance with the Ophir Group strategy.
In the periods under review, the Ophir Group has incurred expenses in connection with pre-licence
exploration activities or in pursuit of new ventures, which it has expensed, as well as post-licence
exploration activities, which it has capitalised or written off. During the financial year ended
31 December 2011, the Ophir Group capitalised US$70.4 million of exploration and evaluation
(‘‘E&E’’) expenditure, wrote off US$13.4 million of E&E expenditure and expensed US$2.3 million in
connection with pre-license activities. During the financial year ended 31 December 2012, the Ophir
Group capitalised US$415.5 million of E&E expenditure, wrote off no E&E expenditure and expensed
US$4.5 million in connection with pre-licence exploration activities. During the financial year ended
31 December 2013, the Ophir Group wrote off US$54.0 million of E&E expenditure, expensed
US$2.4 million in connection with pre-licence exploration activities and incurred impairment charges
related to exploration of US$172.4 million.

Movements in day rates for oil exploration vessels

Over recent years, there has been an increase in day rates for oil exploration vessels. For example,
the day rate costs for seismic vessels have risen with increased streamer capacity. However, improved
productivity has offset this increase, such that overall survey costs have remained stable, and with the
recent decline in commodity prices leading to falling demand, vessel costs haver again started to fall.
Vessel availability also remains in good supply and the Ophir Group’s position in Africa, especially
West Africa, is well placed to contract vessels as they migrate between the survey seasons in the
northern (typically North Sea and the Arctic) and southern (South East Asia, India, South America)
hemispheres, which helps reduce mobilisation costs.
Between 2002 and 2008, there was an unprecedented rise in day rates for drillships and deepwater
semi-submersible rigs, buoyed by rising commodity prices and the knock-on effect of increased drilling
activity. Rates dipped in 2009 and 2010 with the global financial crisis, before rising again in 2011.
Since 2011, rates have generally stabilised and the tightness in the rig market has partially eased.
More recently, rig rates have started to fall again. To a certain extent, this has been driven by both
an increase in supply as new rigs have been built, and by a shift in rig demand, where long-term
contracts roll off and are not renewed. The preference for rig owners remains to secure long-term,
multi-well contracts, which gives an advantage to those companies offering multi-well campaigns.
During the financial year ended 31 December 2013, the Ophir Group secured two rigs under long-
term contract, to cover its 2013-2014 drilling plans for both West and East Africa. In East Africa,
alongside BG Group, a contract out to late 2014 was renewed for the Deepsea Metro I drillship, to
cover the drilling programmes of both companies in Tanzania and Kenya. In West Africa, the Ophir
Group sub-contracted from Petrobras the Vantage Titanium Explorer to drill a minimum of six wells
in Gabon and Equatorial Guinea. Both contracts allow for extensions and additional slots.

Rapid expansion of the Ophir Group’s operations

The Ophir Group has expanded its operations rapidly in the periods under review, which has
substantially affected its cost base. Given that the Ophir Group is not yet generating revenue from its
exploration portfolio, growth in expenses related to its activities has contributed to operating losses.
Employee numbers increased from 56 at 31 December 2011 to 134 as at the Latest Practicable Date,
which has increased personnel expenses. Similarly, as the scope of the Ophir Group’s business and
activities has expanded over the periods under review, so have its administrative costs and expenses
associated with its pre-licence exploration activities. In addition, expenses associated with share
options to employees, which have varied in the periods under review, have also contributed to
operating losses.

Oil and gas prices

The Ophir Group’s exploration and production strategies are and, should it begin production, its
results of operations will be, influenced significantly by crude oil and natural gas prices. Crude oil
prices have been volatile in the past and are likely to continue to be volatile in the future. For
example, Brent crude oil prices were approximately US$108/bbl at 4 June 2013 and rose to

101
approximately US$115/bbl at 20 June 2014 before falling continuously to approximately US$49 at the
Latest Practicable Date. Prices for oil are based on world supply and demand and a number of other
factors, including government regulation and social and political conditions.
Because the Ophir Group does not expect to commence production in the near term, if the
Transaction does not complete, it is likely that oil and gas prices will not have a direct impact on the
Ophir Group’s results of operations in the immediate future. The price of oil, however, may have a
significant effect on exploration, drilling and development strategies. For example, higher oil prices
may allow for profitable production of oil at a proportionately higher number of sites where the
Ophir Group may discover oil than would be possible in an environment of lower oil prices.

Foreign exchange
Foreign exchange gains and losses have had an impact on the Ophir Group’s results of operations in
the periods under review. Each entity in the Ophir Group determines its own functional currency,
which for most entities is the US Dollar (given that most of the expenditure incurred by Ophir
Group entities is in US Dollars). For a description of the Ophir Group’s accounting policies in
respect of foreign currency translation, see the Ophir Group’s audited financial information for the
financial year ended 31 December 2013 included in Part VI (Historical Consolidated Financial
Information Relating to the Ophir Group) of this Prospectus. The Ophir Group has realised foreign
currency gains and losses in the periods under review due largely to cash and cash equivalents held in
pounds sterling by Ophir Group companies with US Dollar functional currencies. The Ophir Group
has also realised losses and gains in the periods under review due to: settlement of foreign currency-
denominated supplier invoices and revaluation of foreign-denominated bank accounts. The Ophir
Group minimises its exposure to foreign exchange fluctuations by holding a substantial part of its
financial assets in US Dollars (the currency in which the majority of expenditure incurred by Ophir
Group entities is denominated).

Proceeds received by the Ophir Group from the farm out of its ownership interests in oil and gas assets to third
parties
The Ophir Group recognises gain on farm out as revenue from continuing operations. Gain on farm
out comprises proceeds received from the sale to third parties of ownership interests in its various oil
and gas assets. Proceeds received by the Ophir Group upon the completion of such sales will result in
increased gain on farm out and, therefore, increased revenue for the relevant period. For example, in
March 2014, the Ophir Group completed the Tanzania Sale, which resulted in a gain on farm out of
US$673.0 million for the six months ended 30 June 2014. On 16 July 2014, the Ophir Group
completed a comprehensive farm out agreement with OMV Exploration & Production GmbH
covering its deepwater offshore blocks in Gabon, any proceeds from which will be published in the
audited consolidated financial statements for 31 December 2014. In the financial year ended
31 December 2011, the Ophir Group partially farmed out its AGC Profond interests to Noble
Energy, resulting in a gain on farm out of US$13.8 million. There were no other material farm outs
completed by the Ophir Group during the periods under review.

Issue of ordinary shares and conversion of the Ophir Convertible Bond

During the periods under review, the development of the Ophir Group’s exploration assets continued
to be financed by multiple equity issues carried out between 2004 and 2013, and by the issue of the
Ophir Convertible Bond in 2006, which was converted into shares during the 2008 financial period.
In July 2011, the Ophir Group raised further funds as a result of the Initial Public Offering, and in
March 2012, the Ophir Group completed a placing of 30,500,000 Ophir Shares at a price of £4.95 per
share (the ‘‘March 2012 Placing’’). In March 2013, the Ophir Group undertook a placing of
19,850,000 Ophir Shares at a price of £4.60 per share (the ‘‘March 2013 Placing’’) and a 2-for-5 rights
issue of 168,025,675 Ophir Shares at a price of £2.75 per share (the ‘‘Rights Issue’’).
The details of the Ophir Group’s material equity fund raisings and the issue of the Ophir Convertible
Bond are set out below. In addition to the equity issues set out below, the Ophir Group has issued
additional equity in transactions not related to fund raising, including in relation to the conversion of
the Ophir Convertible Bond, which took place on 21 May 2008. For a complete description of the
Ophir Group’s changes in issued share capital, see paragraph 2 of Part XI (Additional Information)
of this Prospectus.

102
 Price per Gross Gross
Date of fund raising/issuance Nature of financing share/bond(1) amount amount(2)

(£) (£’000) (US$’000)

October 2004 .......................... Private Placement 0.2500 6,006 9,950
August 2005............................ Rights Issue 0.8125 5,449 9,027
March 2006............................. Private Placement 2.0000 20,200 33,463
April 2006 ............................... Private Placement 2.0000 6,000 9,940
May 2006 ................................ Private Placement 2.3000 45,141 74,781
Issue of the Ophir
May 2006 ................................ Convertible Bond(3) 2.3000 38,200 63,282
February 2008......................... Private Placement 2.3000 10,204 16,904
May 2008 ................................ Private Placement 2.5000 103,645 171,698
August 2009............................ Private Placement 2.5000 65,804 109,010
July 2011................................. Initial Public Offering 2.5000 240,500(4) 383,900(4)
March 2012............................. March 2012 Placing 4.9500 159,000 263,399
March 2013............................. March 2013 Placing 4.6000 91,310 151,264
March 2013............................. Rights Issue 2.7500 462,071 765,467

Notes:
(1) Adjusted to reflect the 1:4 share sub-division carried out by the Ophir Group by a special resolution passed at an extraordinary
general meeting of the Ophir Group held on 26 July 2007.
(2) Save in respect of the Initial Public Offering, gross amounts have been translated to US Dollars at the rate of £1.00: US$1.6566,
the Bloomberg exchange rate on 31 December 2013, the date of the Ophir Group’s most recent audited balance sheet. This
translation is provided for convenience only.
(3) The Ophir Convertible Bond was converted into 21,661,476 ordinary shares on 21 May 2008.
(4) Includes proceeds received on the exercise of an overallotment option granted in connection with the Initial Public Offering.

Acquisition of Dominion
On 2 February 2012, the Ophir Group acquired 100 per cent. of the share capital of Dominion, a
group incorporated in Bermuda that was admitted to trading on AIM prior to the acquisition. The
acquisition of Dominion enhanced the Ophir Group’s operated portfolio in its core East Africa play
with the addition of three operated blocks (Blocks L9 and L15 in Kenya and Block 7 in Tanzania)
creating the largest independent net deepwater acreage portfolio in the emerging and highly
prospective hydrocarbon region, to complement the Ophir Group’s operated East Pande Block and
joint activities with BG in Blocks 1, 3 and 4 in Tanzania.
The purchase consideration of US$220,221,437 was satisfied by a combination of cash and equity.
The Ophir Group issued 38,790,455 new shares in consideration for the entire share capital of
Dominion. The fair value of the shares was the published price of the shares of the Ophir Group at
the acquisition date, which was £2.951 (US$4.68). Therefore, the fair value of the share consideration
given was US$181.5 million. The remaining purchase consideration amount of US$38.7 million was
paid in cash. Transaction costs relating to the acquisition of US$3,709,030 have been expensed and
are included in administration costs. Within the Ophir Group’s financial statements, Dominion’s
revenues and expenses have been consolidated into the Ophir Group’s financial statements with effect
from the acquisition date.
In 2009, Dominion entered into an option with Maurel & Prom (‘‘M&P’’) in respect of part of its
interest in the PSA between Dominion and the Tanzanian Government dated 20 May 2005 (the
‘‘Kisangire PSA’’). The option allowed M&P to acquire 35 per cent. of Dominion’s residual interest
for a period of up to 100 days following the drilling of a commitment well, which Heritage Oil
Tanzania Limited (‘‘Heritage’’) (the farm in partner of Dominion) had agreed to drill and fund. The
commitment well was not drilled and the Kisangire PSA was relinquished at the end of 2010. The
Ophir Group is having ongoing discussions with each of Heritage and M&P, and M&P has initiated
arbitration proceedings in respect of the financial liability for a well commitment entered into by
Dominion. Dominion’s interim results for the six month period ended 30 June 2011 included a
contingent liability to M&P in respect of the well commitment. Following the Ophir Group’s
acquisition of Dominion, the Ophir Group has recognised a liability for this claim. For more
information, see paragraph 11 of Part XI (Additional Information).
For more information on the acquisition of Dominion, see note 12 to the Ophir Group’s audited
consolidated financial statements for the year ended 31 December 2013 incorporated by reference into

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Part VI (Historical Consolidated Financial Information Relating to the Ophir Group) of this
Prospectus.

Results of operations
Given the early stage of development of the business, historical revenues of the Ophir Group have
been restricted to interest received and gain on farm out, with operating losses being driven by
exploration expenditure expensed or written off, the cost of share options granted to employees and
personnel and administration costs.
The following discussion describes certain line items in the Ophir Group’s income statement.

Gain on farm out

Gain on farm out reflects proceeds received by the Ophir Group from the sale to third parties of
ownership interests in its various oil and gas assets.

Exploration expenses
Exploration expense comprises (i) inventory management, (ii) pre-licence exploration costs charged
directly to the income statement and (iii) exploration expenditure written off in accordance with the
Ophir Group’s accounting policy. These expenses are offset by any exploration expenses the Ophir
Group is able to recover on entering into farm out arrangements.
Inventory management
Inventory management primarily includes costs of transportation, maintenance and storage of drilling
consumables.
Pre-licence exploration costs
Pre-licence exploration costs include costs that are incurred in respect of exploration activities prior to
the time that a licence to explore the area has been obtained and are written off in the period they
are incurred in accordance with IFRS 6.
Unsuccessful exploration expenditure
The carrying value of E&E assets are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. Where impairment is indicated,
such expenditure is written off in the Ophir Group’s income statement.

Net finance income

Net finance income includes finance income net of finance expenses. Finance income and finance
expenses primarily relate to interest earned on bank term deposits, money market accounts and
security deposits, as well as foreign exchange gains and losses arising on the fluctuation of the Ophir
Group’s functional currency, the US Dollars, against other currencies, mainly pounds sterling and the
Australian Dollar, in which some of the Ophir Group’s expenses and costs are incurred.

General & administration expenses

General & administration expenses include personnel costs, administration costs, and professional and
corporate costs. Personnel costs are primarily comprised of salaries, and also include costs of
consultants, recruiting costs, insurance and payroll taxes. Personnel costs also include share-based
payment charges, which reflect the fair value of options issued to Ophir Group employees, and which
are also recognised in the option premium reserve account in the Ophir Group’s balance sheet.
Administration costs relate to the Ophir Group’s London and Perth offices, and include, among other
things, rental and technology costs. Professional and corporate costs include audit, legal and other
professional advisers’ costs. They also include directors’ fees, board meeting costs, corporate travel
and promotion. Expenditure charged to the income statement is offset by the allocation of certain
costs relating to employee time attributable directly to exploration projects, which costs are
capitalised.

104
Other expenses
Other expenses primarily consist of depreciation and amortisation charges in relation to the Ophir
Group’s furniture and equipment and geological databases and other intangible assets over their
estimated useful lives.
Amortisation includes the costs of share based payments to third parties, being the fair value of
options or warrants issued to such parties in connection with services provided by such parties and
which are recognised in the option premium reserve account in the balance sheet.

Taxation
Taxation is the income tax arising on the Ophir Group’s operating results. Taxation consists of
current income tax and deferred income tax. Current tax assets and liabilities are measured at the
amount expected to be recovered from or paid to the taxation authorities, based on tax rates and
laws that are enacted or substantively enacted by the statement of financial position date. Deferred
income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, with certain exceptions.

Comparison of the six months ended 30 June 2014 and the six months ended 30 June 2013
The following table presents data from the Ophir Group’s unaudited consolidated income statement
for the six months ended 30 June 2014 and the six months ended 30 June 2013.

Six months ended

30 June

2014 2013

(US$’000 unless
otherwise noted)
(unaudited)
Continuing Operations
Gain on farm out............................................................................................... 673,020 —

Revenue .............................................................................................................. 673,020 —

Other income ..................................................................................................... — 12
Exploration expenses ......................................................................................... (67,706) (3,779)
Net finance income ............................................................................................ 12,113 636
General & administration expenses ................................................................... (27,217) (15,723)
Other expenses ................................................................................................... (774) (520)

(Loss)/profit from continuing operations before taxation .................................... 589,436 (19,374)

Taxation............................................................................................................. (250,383) —

(Loss)/profit from continuing operations for the period attributable to

Equity holders of the parent.............................................................................. 339,053 (19,348)
Non-controlling interest..................................................................................... — (26)

(Loss)/profit from continuing operations for the period....................................... 339,053 (19,374)

(Loss)/profit per share from continuing operations attributable to equity holders

of the parent
Basic EPS on (loss)/profit for the period (pence per share) .............................. 33.7(1) (2.5)(2)

Diluted EPS on (loss)/profit for the period (pence per share)........................... 33.3(3) —

Notes:
(1) (57.3) US cents per share.
(2) (3.8) US cents per share.
(3) (56.6) US cents per share.

105
Gain on farm out
There was a gain on farm out of US$673.0 million for the six months ended 30 June 2014, compared
to no gain on farm out for the six months ended 30 June 2013. The gain on farm out in this period
was due to the Ophir Group’s completion of the Tanzania Sale.

Exploration expenses
The Ophir Group recognised exploration expenses of US$67.7 million for the six months ended
30 June 2014, compared to US$3.8 million for the six months ended 30 June 2013.
Exploration expenses in the six months ended 30 June 2014 comprised pre-licence exploration costs of
US$1.6 million, US$0.2 million in written-off exploration expenditure and US$65.9 million in
impairment charges related to unsuccessful drilling activities at the Gnondo Block in Gabon.
Exploration expenses in the six months ended 30 June 2013 comprised pre-licence exploration costs of
US$0.3 million, US$0.4 million in inventory write down and US$3.1 million in written-off exploration
expenditure.

Net finance income

Net finance income was US$12.1 million for the six months ended 30 June 2014, compared to
US$0.6 million for the six months ended 30 June 2013. The net income in the six months ended
30 June 2014 was primarily due to net foreign exchange gains arising on the fluctuation of the Ophir
Group’s functional currency, the US Dollar, against other currencies. The net income in the six
months ended 30 June 2013 was due primarily to recognition of income from interest received on
short-term bank deposits, partially offset by net foreign exchange loss arising on the fluctuation of the
US Dollar against other currencies.

General & administration expenses

General & administration expenses increased to US$27.2 million for the six months ended 30 June
2014 from US$15.7 million for the six months ended 30 June 2013. The increase was due to increased
salaries, wages, professional costs, corporate costs, office costs and IT costs to support the Ophir
Group’s expanding activities as the Group prepared for its 2014 drilling campaigns in East and West
Africa.

Taxation
Taxation was US$250.4 million in the six months ended 30 June 2014, relating primarily to foreign
taxes payable as a result of the Ophir Group’s profit from the Tanzania Sale. Taxation was nil in the
six months ended 30 June 2013 as the Ophir Group’s activities were loss-making over this period.

106
Comparison of the financial years ended 31 December 2013 and 2012
The following table presents data from the Ophir Group’s consolidated income statement for the
financial years ended 31 December 2013 and 2012.
Year ended
31 December

2013 2012

(US$’000 unless
otherwise noted)
(audited)
Continuing Operations
Revenue .............................................................................................................. — —
Other income ..................................................................................................... 12 12
Exploration expenses ......................................................................................... (229,103) (4,521)
General & administration expenses ................................................................... (32,098) (36,394)
Other operating expenses................................................................................... (46,357) (1,676)
Net finance income ............................................................................................ 27,079 1,636

(Loss)/profit from continuing operations before taxation .................................... (280,467) (40,943)

Taxation............................................................................................................. 34,660 228

(Loss)/profit from continuing operations for the period attributable to

Equity holders of the parent.............................................................................. (245,777) (40,609)
Non-controlling interest..................................................................................... (30) (106)

(Loss)/profit from continuing operations for the period....................................... (245,807) (40,715)

(Loss)/profit per share from continuing operations attributable to equity holders

of the parent
Basic and diluted EPS on (loss)/profit for the period (pence per share)........... (29)(1) (6)(2)

Notes:
(1) (45) US cents per share.
(2) (10) US cents per share.

Exploration expenses
The Ophir Group recognised exploration expenses of US$229.1 million for the financial year ended
31 December 2013, compared to an expense of US$4.5 million for the financial year ended
31 December 2012. The increase was due to increased expenditure write-offs and exploration-related
impairment charges as a result of increased drilling and exploration activities and lower exploration
success rates in the financial year ended 31 December 2013, particularly in Tanzania and Ghana, as
compared to the financial year ended 31 December 2012.
Exploration expenses in the financial year ended 31 December 2013 comprised pre-licence exploration
costs of US$2.4 million; US$54.0 million of written-off exploration expenditure consisting of
unsuccessful exploration activities in Ghana and licence relinquishments in Congo, Madagascar and
Kenya; US$0.3 million in inventory write down; and impairment charges of US$172.4 million relating
to unsuccessful drilling activities in Guinea-Bissau/Senegal and in Tanzania, where drilling undertaken
at Block 7 was unsuccessful in uncovering hydrocarbon assets. Exploration expenses in the financial
year ended 31 December 2012 comprised pre-licence exploration costs of US$4.5 million and included
costs incurred in connection with new ventures and existing projects. The Ophir Group did not write
off any exploration expenditure or incur any exploration-related impairment charges during this
period.

Net finance income

Net finance income was US$27.1 million for the financial year ended 31 December 2013, compared to
US$1.6 million for the financial year ended 31 December 2012. The increase in net finance income in
the financial year ended 31 December 2013 was primarily due to net foreign exchange gains from the
fluctuation of the Ophir Group’s functional currency, the US Dollar, against other currencies. These
gains were present to a lesser degree in the financial year ended 31 December 2012.

107
General & administration expenses
General & administration expenses decreased to US$32.1 million for the financial year ended
31 December 2013 from US$36.4 million for the financial year ended 31 December 2012. The
decrease in the financial year ended 31 December 2013 was primarily due to a reduction in corporate
project activity during the year ended 31 December 2013, offset by increased minimum payments on
operating leases and an increased share-based compensation charge.

Other expenses
Other expenses increased to US$46.4 million for the financial year ended 31 December 2013 from
US$1.7 million for the financial year ended 31 December 2012 and arose primarily from a goodwill
impairment of US$36.3 million relating to the impairment charge for exploration in Tanzania, where
drilling activities at Block 7 during the year proved to be unsuccessful.

Taxation
The Ophir Group recorded tax credits of US$34.7 million in the financial year ended 31 December
2013 and US$0.2 million in the financial year ended 31 December 2012, both relating primarily to
deferred tax charges.

Comparison of the financial years ended 31 December 2012 and 2011

The following table presents data from the Ophir Group’s consolidated income statement for the
financial years ended 31 December 2012 and 2011.

Year ended
31 December

2012 2011

(US$’000 unless
otherwise noted)
(audited)
Continuing Operations
Gain on farm out............................................................................................... — 13,844

Revenue .............................................................................................................. — 13,844

Other income ..................................................................................................... 12 —
Exploration expenses ......................................................................................... (4,521) (15,688)
General & administration expenses ................................................................... (36,394) (16,156)
Other expenses ................................................................................................... (1,676) (870)
Net finance income ............................................................................................ 1,636 (205)

(Loss)/profit from continuing operations before taxation .................................... (40,943) (19,075)

Taxation............................................................................................................. 228 —

(Loss)/profit from continuing operations for the period attributable to

Equity holders of the parent.............................................................................. (40,609) (19,075)
Non-controlling interest..................................................................................... (106) —

(Loss)/profit from continuing operations for the period (40,715) (19,075)

(Loss)/profit per share from continuing operations attributable to equity holders

of the parent
Basic and diluted EPS on (loss)/profit for the period (pence per share)........... (6)(1) (5)(2)

Notes:
(1) (10) US cents per share.
(2) (7) US cents per share.

Gain on farm out

There was no gain on farm out for the financial year ended 31 December 2012, compared to a gain
on farm out of US$13.8 million for the financial year ended 31 December 2011 relating to the partial

108
farm out of the Ophir Group’s AGC Profond interests to Noble Energy prior to the drilling of the
Kora-1 well.

Exploration expenses
The Ophir Group recognised an expense on exploration activity of US$4.5 million for the financial
year ended 31 December 2012, compared to an expense of US$15.7 million for the financial year
ended 31 December 2011.
Exploration expenses in the financial year ended 31 December 2012 comprised pre-licence exploration
costs of US$4.5 million and included costs incurred in connection with new ventures and existing
projects. The Ophir Group did not write off any exploration expenditure during this period.
Exploration expenses in the financial year ended 31 December 2011 comprised pre-licence exploration
costs of US$2.3 million charged directly to the Ophir Group’s income statement as well as
US$13.4 million of exploration expenditure written off in accordance with the Ophir Group’s
accounting policy, and included exploration and appraisal costs incurred in connection with new
ventures and existing projects in Tanzania, Somaliland, AGC and Madagascar.

Net finance income

Net finance income was US$1.6 million for the financial year ended 31 December 2012, compared to
a net expense of US$0.2 million for the financial year ended 31 December 2011. The net income in
the financial year ended 31 December 2012 was primarily due to interest income as well as net
foreign exchange gains arising on the fluctuation of the Ophir Group’s functional currency, the US
Dollar, against other currencies. The net expense in the financial year ended 31 December 2011
included settlement of foreign currency-denominated supplier invoices and revaluation of foreign-
denominated bank accounts, offset by income from interest received on bank deposits, money market
accounts and security deposits.

General & administration expenses

General & administration expenses increased to US$36.4 million for the financial year ended
31 December 2012 from US$16.2 million for the financial year ended 31 December 2011. The increase
in the financial year ended 31 December 2012 was due to share-based compensation charges of
US$7.7 million relating to the Ophir Group’s 2006 Share Option Plan, Long Term Incentive Plan
2011 and Deferred Share Plan 2012 (further details of which are described in paragraph 11 of Part X
(Directors, Responsible Persons, Corporate Governance and Employees) of this Prospectus), compared
to US$2.7 million in the financial year ended 31 December 2011, as well as to increased infrastructure
costs relating to the increased London presence, which included ongoing listing and governance costs,
increased consultancy costs for corporate advisers and corporate promotional costs. The increase was
also affected by additionally, increases in headcount at the corporate level and in the technical team
in Perth resulting from the acquisition of Dominion and in particular, from increased activity and
additional acreage and increased operating requirements in connection with the acquisition.

Other expenses
Other expenses increased to US$1.7 million for the financial year ended 31 December 2012 from
US$0.9 million for the financial year ended 31 December 2011 and included a US$0.6 million loss on
the disposal of assets and US$1.0 million of depreciation.

Taxation
The Ophir Group recorded a tax credit of US$0.2 million in the financial year ended 31 December
2012, relating primarily to deferred tax charges. In the financial year ended 31 December 2011, the
Ophir Group did not record a tax expense as its activities were loss making.

Liquidity and capital resources

The Ophir Group’s liquidity requirements arise principally from its working capital requirements and
capital expenditure investments. For the periods under review, the Ophir Group met its liquidity
requirements from the proceeds of equity financings and the Ophir Convertible Bond.
The Ophir Group’s total capital expenditure on exploration and evaluation activities for the six
months ended 30 June 2014 was US$183.9 million, while a further US$28.0 million was expended on
general and administration expenses and other costs. The Ophir Group’s total capital expenditure on
exploration and evaluation activities for the financial year ended 31 December 2013 was
US$389.1 million, while a further US$78.5 million was expended on general and administration

109
expenses and other costs. The Ophir Group’s total projected capital expenditure on exploration and
evaluation activities for the financial year ending 31 December 2014 is expected to be approximately
US$600 million.
The Ophir Group intends to fund its remaining capital expenditures in the financial year ending
31 December 2014 from its existing cash reserves, which were US$1,040.8 million as at 30 June 2014.
The majority of the Ophir Group’s planned capital expenditure is expected to relate to exploration
and/or appraisal drilling.
For the financial year ended 31 December 2013, the Ophir Group’s net cash inflow was
US$262.7 million.
The Ophir Group intends to use its existing cash reserves to fund its proposed work programme over
the next 12 months. However, the Ophir Group may (in line with its strategy) seek to farm out
certain of its interests and/or amend its proposed work programme and/or seek funding from other
sources where this is commercially attractive.

Cash flow
Comparison of the six months ended 30 June 2014 and the six months ended 30 June 2013
The following table presents data from the Ophir Group’s consolidated cash flow statement for the
six months ended 30 June 2014 and the six months ended 30 June 2013.

Six months ended 30 June

2014 2013

(US$’000)
(unaudited)
Continuing Operations
Net cash flow used in operating activities ......................................................... (231,955) (21,243)
Net cash flow from/(used in) investing activities ............................................... 757,499 (526,047)
Net cash flow from financing activities ............................................................. 1,486 803,102

Increase in cash and cash equivalents for the period ........................................ 527,030 255,812
Effect of exchange rates on cash and cash equivalents ..................................... 7,031 2,048
Cash and cash equivalents at the beginning of the period................................ 506,762 227,743

Cash and cash equivalents at the end of the period.......................................... 1,040,823 485,603

Net cash flow used in operating activities

Net cash outflow from operating activities was US$232.0 million for the six months ended 30 June
2014, compared to a net cash outflow from operating activities of US$21.2 million for the six months
ended 30 June 2013. The increase in net cash outflows was a result of corporate tax payments of
US$224.5 million primarily related to the Tanzania Sale.

Net cash flow from/(used in) investing activities

Net cash flow from investing activities was an inflow of US$757.5 million for the six months ended
30 June 2014, compared to an outflow of US$526.0 million used in investing activities for the six
months ended 30 June 2013. In the six months ended 30 June 2014, net cash flow from investing
activities was primarily attributable to US$1,251.8 million in proceeds received from the Tanzania
Sale, partially offset by US$183.9 million spent on drilling activities in Tanzania and Gabon as well
as US$290.1 million of short-term investments in the form of cash placed on deposit. In the six
months ended 30 June 2013, net cash flow used in investing activities was primarily attributable to
US$168.9 million in exploration expenditure and short-term investments of US$353.5 million in the
form of cash placed on deposit.

Net cash flow from financing activities

Net cash flow from financing activities amounted to a net inflow of US$1.5 million for the six
months ended 30 June 2014 resulting from proceeds received upon the issuance of share options,
compared to an inflow of US$803.1 million for the six months ended 30 June 2013 primarily resulting
from the March 2013 Placing and the Rights Issue.

110
Comparison of the financial years ended 31 December 2013 and 2012
The following table presents data from the Ophir Group’s consolidated cash flow statement for the
financial years ended 31 December 2013 and 2012.

Year ended 31 December

2013 2012

(US$’000)
(audited)
Continuing Operations
Net cash flow used in operating activities ......................................................... (14,901) (29,907)
Net cash flow used in investing activities .......................................................... (532,946) (380,690)
Net cash flow from financing activities ............................................................. 810,568 243,013

Increase/(decrease) in cash and cash equivalents for the period ....................... 262,721 (167,584)
Effect of exchange rates on cash and cash equivalents ..................................... 16,298 (1,258)
Cash and cash equivalents at the beginning of the period................................ 227,743 396,585

Cash and cash equivalents at the end of the period.......................................... 506,762 227,743

Net cash flow used in operating activities

Net cash flow used in operating activities was US$14.9 million for the financial year ended
31 December 2013, compared to a net cash outflow from operating activities of US$29.9 million for
the financial year ended 31 December 2012. The decrease in operating cash outflows was partly a
result of increased foreign exchange gains as a result of currency fluctuations against the US Dollar,
the Ophir Group’s functional currency.

Net cash flow used in investing activities

Net cash flow used in investing activities was US$532.9 million for the financial year ended
31 December 2013, compared to US$380.7 million for the financial year ended 31 December 2012. In
the financial year ended 31 December 2013, the increase in net cash flow used in investing activities
was primarily attributable to US$160.0 million in short-term investments held in cash deposit
accounts. In the financial year ended 31 December 2012, net cash flow used in investing activities was
primarily attributable to exploration expenditure of US$359.4 million related to amounts spent on the
BG joint venture and drilling programme in Tanzania, the drilling programme in Equatorial Guinea
and seismic activity in Kenya and Tanzania. A further US$38.7 million of cash consideration was
used for the acquisition of Dominion which was offset by a cash inflow of US$15.9 million for cash
acquired with Dominion.

Net cash flow from financing activities

Net cash flow from financing activities amounted to a net inflow of US$810.6 million for the financial
year ended 31 December 2013 resulting from the March 2013 Placing and Rights Issue, compared to
an inflow of US$243.0 million for the financial year ended 31 December 2012 primarily resulting from
the funds raised in the March 2012 Placing.

111
Comparison of the financial years ended 31 December 2012 and 2011
The following table presents data from the Ophir Group’s consolidated cash flow statement for the
financial years ended 31 December 2012 and 2011.

Year ended
31 December

2012 2011

(US$’000)
(audited)
Continuing Operations
Net cash flow used in operating activities ......................................................... (29,907) (22,469)
Net cash flow used in investing activities .......................................................... (380,690) (43,893)
Net cash flow from financing activities ............................................................. 243,013 373,072

(Decrease)/increase in cash and cash equivalents for the period....................... (167,584) 306,710
Effect of exchange rates on cash and cash equivalents ..................................... (1,258) (50)
Cash and cash equivalents at the beginning of the period................................ 396,585 89,925

Cash and cash equivalents at the end of the period.......................................... 227,743 396,585

Net cash flow used in operating activities

Net cash flow used in operating activities was US$29.9 million for the financial year ended
31 December 2012, compared to net cash flow used in operating activities of US$22.5 million for the
financial year ended 31 December 2011. The increase in operating cash outflows was a result of the
expansion of the Ophir Group’s activities during the period.

Net cash flow used in investing activities

Net cash flow used in investing activities was US$380.7 million for the financial year ended
31 December 2012, compared to US$43.9 million for the financial year ended 31 December 2011. In
the financial year ended 31 December 2012, net cash flow used in investing activities was primarily
attributable to exploration expenditure of US$359.4 million related to amounts spent on the BG joint
venture and drilling programme in Tanzania, the drilling programme in Equatorial Guinea and
seismic activity in Kenya and Tanzania. A further US$38.7 million of cash consideration was used for
the acquisition of Dominion which was offset by a cash inflow of US$15.9 million for cash acquired
with Dominion. In the financial year ended 31 December 2011, net cash flow used in investing
activities was primarily attributable to a US$65.6 million investment on exploration, which was
partially offset by a cash inflow on the farm out of the Ophir Group’s AGC interests to Noble
Energy of US$22 million.

Net cash flow from financing activities

Net cash flow from financing activities amounted to a net inflow of US$243.0 million for the financial
year ended 31 December 2012 resulting from the March 2012 Placing, compared to an inflow of
US$373.1 million for the financial year ended 31 December 2011 primarily resulting from the funds
raised in the Initial Public Offering.

Balance sheet
The discussion below summarises movements in selected line items from the Ophir Group’s balance
sheets as at 30 June 2014 and 2013, as well as at 31 December 2013, 2012 and 2011.
Non-current assets
As at 30 June 2014, exploration and evaluation assets totalled US$722.5 million compared to
US$1,119.8 million as at 30 June 2013, a decrease of US$397.3 million, due largely to a
US$566.2 million decrease in assets following the Tanzania Sale as well as a US$65.9 million
provision for impairment, partially offset by an addition to the Ophir Group’s existing exploration
and evaluation assets of US$230.4 million as a result of the Ophir Group’s increased exploration
activities as compared to the six months ended 30 June 2013, particularly in Gabon and Equatorial
Guinea. The main areas of exploration expenditure in the six months ended 30 June 2014 were
Gabon Gnondo Block (US$100.2 million), Tanzania Blocks 1, 3 and 4 (US$50.0 million), Equatorial

112
Guinea Block R (US$24.6 million), Gabon Mbeli Block (US$19.9 million) and Gabon Ntsina Block
(US$13.6 million).
As at 31 December 2013, exploration and evaluation assets were US$1,124.4 million compared to
US$961.7 million as at 31 December 2012 and US$327.1 million as at 31 December 2011. The
increase of US$162.7 million as at 31 December 2013 was due largely to an addition to the Ophir
Group’s existing exploration and evaluation assets of US$389.1 million, offset by written-off
expenditure of US$54.0 million. The main areas of exploration expenditure in the financial year ended
31 December 2013 were Tanzania Blocks 1, 3 and 4 (US$266.2 million), Tanzania Block 7
(US$61.8 million) and Equatorial Guinea Block R (US$16.3 million).
As at 30 June 2014, other financial assets stood at US$16.5 million compared to US$7.5 million as at
30 June 2013. Other financial assets stood at US$4.8 million as at 31 December 2013, US$10.6 million
as at 31 December 2012 and US$0.7 million as at 31 December 2011. The decrease of US$5.8 million
from 2012 to 2013 was mainly due to decreased security deposits for exploration commitments.
Property, plant and equipment were recorded at US$6.8 million as at 30 June 2014 compared to
US$2.3 million as at 30 June 2013. Property, plant and equipment were recorded at US$3.2 million
as at 31 December 2013 compared to US$2.4 million as at 31 December 2012 and US$2.2 million as
at 31 December 2011.

Current assets
The Ophir Group recorded inventory in the amount of US$23.3 million as at 30 June 2014 compared
to US$15.4 million as at 30 June 2013, as well as US$25.9 million as at 31 December 2013 compared
to US$12.8 million as at 31 December 2012 and US$6.2 million as at 31 December 2011, all of which
comprise drilling materials held by the Ophir Group for planned future drilling campaigns.
Trade and other receivables as at 30 June 2014 was US$36.3 million compared to US$15.0 million as
at 30 June 2013, primarily due to an increase in receivable amounts due from joint venture partners
from US$13.3 million to US$32.8 million over the same period. Trade and other receivables
amounted to US$8.2 million as at 31 December 2013 (which figure includes various receivable
amounts due from joint venture partners in the amount of US$6.5 million) compared to
US$9.5 million as at 31 December 2012 (which figure includes various receivable amounts due from
joint venture partners in the amount of US$8.7 million) and US$8.7 million as at 31 December 2011
(which figure also includes a net receivable from joint venture partners in the amount of
US$8.7 million).
Cash and cash equivalents were US$1,040.8 million as at 30 June 2014 compared to US$485.6 million
as at 30 June 2013. The increase over this period was due to the receipt of proceeds from the
Tanzania Sale.
Cash and cash equivalents stood at US$506.8 million as at 31 December 2013 compared to
US$227.7 million as at 31 December 2012 and US$386.2 million as at 31 December 2011. The
increase between 31 December 2012 and 31 December 2013 resulted primarily from US$180.0 million
in short-term investments held in cash deposit accounts. The decrease between 31 December 2011 and
31 December 2012 resulted from the funding of operating and investing activities in the financial year
ended 31 December 2012.

Liabilities
As at 30 June 2014, trade and other payables totalled US$211.4 million, compared to
US$104.1 million as at 30 June 2013, with US$157.5 million of accruals and US$48.3 million of
payables due to joint venture partners.
As at 31 December 2013, trade and other payables were US$120.8 million, of which accruals
comprised US$8.7 million and payables in relation to joint venture partners comprised
US$108.3 million. This compared to US$119.4 million as at 31 December 2012 (of which
US$27.3 million comprised accruals and US$74.4 million comprised payables due to joint venture
partners relating mainly to drilling programmes in Equatorial Guinea and Tanzania) and
US$27.7 million as at 31 December 2011.
As at 30 June 2014, non-current liabilities totalled US$27.3 million compared to US$57.3 million as
at 30 June 2013. This was primarily due to a decrease in the Ophir Group’s deferred income tax
liability.

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Non-current liabilities totalled US$21.0 million as at 31 December 2013, US$57.3 million as at
31 December 2012 and US$0.4 million as at 31 December 2011. The decrease as at 31 December
2013 was primarily due to a decrease in the Ophir Group’s deferred income tax liability.

Commitments Exploration
Commitments
In acquiring its oil and gas interests the Ophir Group has pledged that various work programmes will
be undertaken on each permit/interest. The exploration commitments in the following table are an
estimate of the net expected cost of performing these work programmes and include commitments
under rig sharing agreements calculated on the basis of contracted rates and, where applicable,
estimates. However, these estimates are subject to several factors, including, among other things, data
from future exploration, the Ophir Group’s ability to fund future exploration, and local political
conditions, and there can be no assurance that actual expenditures will be similar to those estimated
below:

As at
30 June
2014

(US$’000)
Due within one (1) year ........................................................................................................... 402,594
Due later than one (1) year but within two (2) years.............................................................. 20,000
Due later than two (2) years but within five (5) years ............................................................ 26,200

Total......................................................................................................................................... 448,794

Contingent liabilities
For contingent tax liabilities, see Part VI (Historical Consolidated Financial Information relating to
the Ophir Group) and the risk factor entitled ‘‘United Kingdom Tax Risk’’ in Part D of the section
entitled ‘‘Risk Factors’’ of this Prospectus.

Disclosure about market risk

Financial risk management and financial instruments
Strategy and objectives
The Ophir Group’s principal financial assets and liabilities comprise trade and other receivables, cash
and short-term deposits, short-term investments and trade and other payables, which arise directly
from its operations. The main purpose of these financial instruments is to manage short-term cash
flow and provide finance for the Ophir Group’s operations.
The Senior Management oversees the management of financial risk and the Ophir Board has
established an Audit Committee to assist in the identification and evaluation of significant financial
risks. Where appropriate, consultation is sought with an external adviser to determine the appropriate
response to identified risks. The Ophir Group does not trade in derivatives for speculative purposes.
The main risks that could adversely affect the Ophir Group’s financial assets, liabilities or future cash
flows are credit, interest rate, foreign currency and liquidity risks.

Credit risk
Credit risk refers to the risk that a third party will default on its contractual obligations resulting in
financial loss to the Ophir Group. The Ophir Group’s maximum exposure to credit risk of third
parties is the aggregate of the carrying value of its security deposits, cash and short-term deposits,
and trade and other receivables.
The Ophir Group trades only with recognised, creditworthy third parties, and as such collateral is not
requested nor is it the Ophir Group’s policy to securitise its trade and other receivables.
In addition, receivable balances are monitored on an ongoing basis with the result that the Ophir
Group’s experience of bad debts has not been significant. No impairment loss has been recognised at
the year ended 31 December 2013.

114
Interest rate risk
As of 31 December 2013, the Ophir Group has no borrowings so interest rate risk is limited to
interest receivable on deposits and bank balances.
The Ophir Group’s exposure to the risk of changes in market interest rate relates primarily to the
Ophir Group’s cash assets held in short-term cash deposits. The Board monitors its cash balance on
an ongoing basis and liaises with its financiers regularly to mitigate the risk of a fluctuating interest
rate. The benchmark rate used for short-term deposits is US LIBOR.
Foreign currency risk
The Ophir Group has currency exposures arising from assets and liabilities denominated in foreign
currencies and transactions executed in currencies other than the respective functional currencies.
The Ophir Group, with the exception of Ophir Services Pty Ltd (‘‘Ophir Services’’), have adopted US
Dollars as their functional and reporting currencies as this represents the currency of their primary
economic environment as the majority of the Ophir Group’s funding and expenditure is in US
Dollars. Ophir Services has adopted the Australian Dollar as its functional currency.
The Ophir Group’s exposure to foreign currency risk is managed by holding the majority of its funds
in US Dollars, as a natural hedge, with remaining funds being held in pounds sterling, Australian
Dollars, euros, Tanzanian shillings and Central African CFA francs to meet commitments in those
currencies.
As at 31 December 2013, the Ophir Group’s predominant exposure to foreign exchange rates related
to cash and cash equivalents held in pounds sterling by companies with US Dollar functional
currencies.
Rates of exchange used at 31 December 2013 to translate assets and liabilities denominated in pounds
sterling and Australian Dollars into US Dollars were £1.00 = US$1.6488 and A$1.00 = US$1.1268.
Liquidity risk
The Ophir Group has a liquidity risk arising from its ability to fund its liabilities and exploration
commitments. This risk is managed by ensuring that the Ophir Group has sufficient funds to meet
those commitments by monitoring the expected total cash inflows and outflows on a continuous basis.
All of the Ophir Group’s trade creditors and other payables are payable in less than six months.
The Ophir Group did not make use of derivative instruments during the financial year ended
31 December 2013 or during the financial year ended 31 December 2012.

Off-balance sheet arrangements

The Ophir Group has not entered into and is not a party to any off-balance sheet arrangements.

Critical accounting policies

The Ophir Group has identified below the IFRS accounting policies that are most critical to the
Ophir Group’s business operations and the understanding of its results. In each case, the application
of these policies requires Senior Management to make complex judgements based on information and
financial data that may change in future periods, the results of which can have a significant effect on
the Ophir Group’s results of operations. As a result, determinations regarding these items necessarily
involve the use of assumptions and judgements as to future events and are subject to change.
Different assumptions or judgements could lead to materially different results.

E&E expenditure
E&E expenditure relates to costs incurred on the exploration and evaluation of potential mineral
reserves and resources. The Ophir Group applies the successful efforts method of accounting for E&E
costs as permitted by IFRS 6 ‘‘Exploration for and Evaluation of Mineral Resources’’.
All costs incurred after the rights to explore an area have been obtained, such as licence acquisition
costs, geological and geophysical costs and other direct costs of E&E, are accumulated and capitalised
as E&E assets, in well, field or licence-specific exploration cost centres as appropriate pending
determination.
Costs (other than payments to acquire the legal right to explore) incurred prior to acquiring rights to
explore and general exploration costs not specific to any particular licence or prospect are charged
directly to the income statement.

115
E&E assets are not amortised prior to the determination of the results of exploration activity. At
completion of evaluation activities, if technical and commercial feasibility is demonstrated, then,
following recognition of commercial reserves, the carrying value of the relevant E&E asset will be
reclassified as a development and production asset, subject to the carrying value of the relevant E&E
asset being assessed for impairment.
If, on completion of evaluation of prospects or licences, it is not possible to determine technical
feasibility and commercial viability or if the legal right to explore expires or if the Ophir Group
decides not to continue E&E activity, then the costs of such unsuccessful E&E are written off to the
income statement in the period of that determination.
The carrying value of E&E assets is reviewed for impairment at least once a year or more frequently
when events or changes in circumstances indicate the carrying value may not be recoverable.
Where this is indicated, management will assess the recoverability of the carrying value of the asset.
This review is based upon a status report confirming that E&E drilling is still under way or firmly
planned or that it has been determined, or work is under way to determine that the discovery is
economically viable. This assessment is based on a range of technical and commercial considerations
and confirming that sufficient progress is being made to establish development plans and timing. If no
future activity is planned, or the value of the asset cannot be recovered via successful development or
sale, the balance of the E&E costs are written off in the income statement and statement of
comprehensive income.
The Ophir Group may enter into farm in or farm out arrangements, where it may introduce partners
to share in the development of an asset. For transactions involving assets at the exploration and
evaluation phase, the Ophir Group adopts an accounting policy as permitted by IFRS 6 such that the
Ophir Group does not record any expenditure made on its behalf under a ‘‘carried interest’’ by a
farm in partner. Where applicable past costs are reimbursed, any cash consideration received directly
from the farm in partner is credited against costs previously capitalised in relation to the whole
interest with any excess accounted for by the farm out as a gain on disposal. Farmed out oil and gas
properties are accounted for in accordance with IAS 16 ‘‘Property, Plant and Equipment’’.

Interests in joint ventures

The Ophir Group has a number of contractual arrangements with other parties which represent joint
ventures. A joint venture is a contractual arrangement whereby the Ophir Group and other parties
undertake economic activity.
Where a Ophir Group entity undertakes its activities under joint venture arrangements the Ophir
Group’s share of jointly controlled assets, liabilities and related income and expenses are included in
the financial statements in their respective classification categories. The Ophir Group’s interests in
joint ventures, which are in the form of jointly controlled assets, are identified in note 26 to its
audited consolidated financial statements for the year ended 31 December 2013 incorporated by
reference into Part VI (Historical Consolidated Financial Information Relating to the Ophir Group)
of this Prospectus.
The Ophir Group has a number of interests in joint ventures, which are considered jointly controlled
assets, whereby the venturers have a contractual arrangement that establishes joint control over the
economic activities of the asset. The agreement requires unanimous agreement for financial and
operating decisions among the venturers. The Ophir Group recognises its interest in the joint venture
using the proportionate consolidation method. The Ophir Group combines its proportionate share of
each of the assets, liabilities, income and expenses of the joint venture with similar items, line by line,
in its consolidated financial statements. The financial statements of the joint venture are prepared for
the same reporting period as the Ophir Group. Adjustments are made where necessary to bring the
accounting policies in line with those of the Ophir Group.
Adjustments are made in the Ophir Group’s consolidated financial statements to eliminate the Ophir
Group’s share of intragroup balances, transactions and unrealised gains and losses on such
transactions between the Ophir Group and its joint venture. Losses on transactions are recognised
immediately if the loss provides evidence of a reduction in the net realisable value of current assets or
an impairment loss. The joint venture is proportionately consolidated until the date on which the
Ophir Group ceases to have joint control over the joint venture.
Upon loss of joint control the Ophir Group measures and recognises its remaining investment at its
fair value. Any difference between the carrying amount of the former joint controlled entity upon loss
of joint control and the fair value of the remaining investment and proceeds from disposal are

116
recognised in the income statement. When the remaining investment constitutes significant influence, it
is accounted for as investment in an associate.

Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value at
the date at which they are granted and is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully entitled to the award. Fair value is
determined with reference to the market value of the underlying shares using a pricing model
appropriate to the circumstances which requires judgements as to the selection of both the valuation
model and inputs. In valuing equity-settled transactions, no account is taken of any vesting
conditions, other than conditions linked to the price of the shares of the Ophir Group (market
conditions).

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition or a non-vesting condition, which are treated as vesting
irrespective of whether or not the market condition or non-vesting condition is satisfied, provided that
all other vesting conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated on the basis of the
extent to which the vesting period has expired and management’s best estimate of the number of
equity instruments that will ultimately vest. The movement in cumulative expense since the previous
balance sheet date is recognised in the income statement, with a corresponding entry in equity.

Where the terms of an equity-settled award are modified or a new award is designated as replacing a
cancelled or settled award, the cost based on the original award terms continues to be recognised
over the original vesting period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on the difference between the
fair value of the original award and the fair value of the modified award, both as measured on the
date of the modification. No reduction is recognised if this difference is negative.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation
and any cost not yet recognised in the income statement for the award is expensed immediately. Any
compensation paid up to the fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value being treated as an expense in the income statement.

For equity-settled share-based payment transactions with third parties, the goods or services received
are measured at the date of receipt by reference to their fair value with a corresponding entry in
equity. If the Ophir Group cannot reliably estimate the fair value of the goods or services received,
their value is measured by reference to the fair value of the equity instruments granted.

Foreign currency translation

The Ophir Group’s consolidated financial statements are presented in US Dollars, which is also the
parent Ophir Group’s functional currency. The functional currency for each entity in the Ophir
Group is determined on an individual basis according to the primary economic environment in which
it operates.

Transactions in foreign currencies are initially recorded in the functional currency by applying the
spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All
exchange differences are taken to the income statement. Non-monetary items that are measured at
historical cost in a foreign currency are translated using the spot exchange rate ruling as at the date
of the initial transaction. Non-monetary items measured at a revalued amount in a foreign currency
are translated using the spot exchange rate ruling at the date when the fair value was determined.

The assets and liabilities of foreign operations whose functional currency is other than that of the
presentation currency of the Ophir Group are translated into the presentation currency, at the rate of
exchange ruling at the balance sheet date. Income and expenses are translated at the weighted average
exchange rates for the period. The resulting exchange differences are taken directly to a separate
component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in
equity relating to that particular foreign operation is recognised in the income statement.

117
Income taxes
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by
the relevant balance sheet date.
Current income tax is charged or credited directly to equity if it relates to items that are credited or
charged to equity. Otherwise income tax is recognised in the income statement.
Deferred tax
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Ophir Group’s financial statements, with the
following exceptions:
* where the temporary difference arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither accounting nor taxable profit or loss;
* in respect of taxable temporary differences associated with investments in subsidiaries, associates
and joint ventures, where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable
future; and
* deferred income tax assets are recognised only to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, carried forward tax
credits or tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax assets
are reassessed at the end of each reporting period and are recognised to the extent that it has become
probable that future taxable profit will be available to allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that
are expected to apply when the related asset is realised or liability is settled, based on tax rates and
laws enacted or substantively enacted at the relevant balance sheet date.
Deferred income tax is charged or credited directly to equity if it relates to items that are credited or
charged to equity. Otherwise deferred income tax is recognised in the income statement.

Current trading and prospects and recent developments

See Part II (Information on Ophir) for more information.
See paragraph 19 of Part XI (Additional Information) of this Prospectus for further details about
information that has been incorporated by reference into this Prospectus.

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 PART V

CAPITALISATION AND INDEBTEDNESS

The following table shows the total capitalisation of the Ophir Group as at 30 June 2014 and has
been extracted without material adjustment from the Ophir Group’s unaudited interim condensed
financial statements.

As at
30 June
2014

(US$‘000)
Current debt
Guaranteed .............................................................................................................................. —
Secured..................................................................................................................................... —
Unguaranteed/unsecured.......................................................................................................... —
Total current debt.................................................................................................................... —
Non-current debt (excluding current potion on long-term debt)
Guaranteed .............................................................................................................................. —
Total non-current debt ............................................................................................................ —
Equity
Called up capital ...................................................................................................................... 2,471
Share premium account ........................................................................................................... 807,061
Reserves ................................................................................................................................... 394,148
Non-controlling interest........................................................................................................... (276)

Total equity .............................................................................................................................. 1,203,404

Total capitalisation ................................................................................................................... 1,203,404

There has been no significant change in the capitalisation of the Company since 30 June 2014.
Ophir Group had no indebtedness and had cash and cash equivalents and current financial assets of
US$1,250,402,587 and US$16,549,000 respectively as at 30 November 2014.

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 PART VI

HISTORICAL CONSOLIDATED FINANCIAL INFORMATION RELATING TO

THE OPHIR GROUP
The following documents, which have been filed with, or notified to, the FCA and are available for
inspection in accordance with paragraph 18 of Part XI (Additional Information) of this Prospectus,
contain financial information about the Ophir Group which is relevant to the Transaction:
* Ophir’s Annual Report and Accounts 2013, containing Ophir’s audited consolidated financial
statements for the year ended 31 December 2013, together with the audit report in respect of
that period and a discussion of Ophir’s financial performance;
* Ophir’s Annual Report and Accounts 2012, containing Ophir’s audited consolidated financial
statements for the year ended 31 December 2012, together with the audit report in respect of
that period and a discussion of Ophir’s financial performance;
* Ophir’s Annual Report and Accounts 2011, containing Ophir’s audited consolidated financial
statements for the year ended 31 December 2011, together with the audit report in respect of
that period and a discussion of Ophir’s financial performance;
* Ophir’s unaudited interim condensed financial statements for the six months ended 30 June
2014; and
* Ophir’s unaudited interim condensed financial statements for the six months ended 30 June
2013.
The table at paragraph 19 of Part XI (Additional Information) of this Prospectus sets out the
sections of these documents which are incorporated by reference into, and form part of, this Part VI
(Historical Consolidated Financial Information Relating to the Ophir Group), and only the parts of
the documents identified in the table are incorporated into, and form part of, this Part VI (Historical
Consolidated Financial Information Relating to the Ophir Group). The parts of these documents
which are not incorporated by reference are either not relevant for investors or are covered elsewhere
in this Prospectus. To the extent that any part of any information referred to in the table itself
contains information which is incorporated by reference, such information shall not form part of this
Prospectus.

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 PART VII

HISTORICAL CONSOLIDATED FINANCIAL INFORMATION RELATING TO

THE SALAMANDER GROUP
Background
The following documents, which have been filed with, or notified to, the FCA and are available for
inspection in accordance with paragraph 18 of Part XI (Additional Information) of this Prospectus,
contain financial information about the Salamander Group which is relevant to the Transaction:
* Salamander’s Annual Report and Accounts 2013, containing Salamander’s audited consolidated
financial statements for the year ended 31 December 2013, together with the audit report in
respect of that period and a discussion of Salamander’s financial performance;
* Salamander’s Annual Report and Accounts 2012, containing Salamander’s audited consolidated
financial statements for the year ended 31 December 2012, together with the audit report in
respect of that period and a discussion of Salamander’s financial performance;
* Salamander’s Annual Report and Accounts 2011, containing Salamander’s audited consolidated
financial statements for the year ended 31 December 2011, together with the audit report in
respect of that period and a discussion of Salamander’s financial performance;
* Salamander’s unaudited interim condensed financial statements for the six months ended 30 June
2014; and
* Salamander’s unaudited interim condensed financial statements for the six months ended 30 June
2013.
The table at paragraph 19 of Part XI (Additional Information) of this Prospectus sets out the
sections of these documents which are incorporated by reference into, and form part of, this Part VII
(Historical Consolidated Financial Information Relating to the Salamander Group), and only the
parts of the documents identified in the table below are incorporated into, and form part of, this Part
VII (Historical Consolidated Financial Information Relating to the Salamander Group). The parts of
these documents which are not incorporated by reference are either not relevant for investors or are
covered elsewhere in this Prospectus. To the extent that any part of any information referred to
below itself contains information which is incorporated by reference, such information shall not form
part of this Prospectus.

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 PART VIII

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE

COMBINED GROUP
SECTION A: UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma consolidated income statements and unaudited pro forma statement of
financial position of the Combined Group set out below have been prepared for illustrative purposes
only, in accordance with item 20.2 of Annex I to the Prospectus Directive Regulation and on the
basis of the notes set out below. The first unaudited pro forma income statement has been prepared
to illustrate the effect on earnings of the Combined Group in the year ended 31 December 2013 as if
the Transaction had taken place on 1 January 2013. The second unaudited pro forma income
statement has been prepared to illustrate the effect on earnings of the Combined Group in the six
months ended 30 June 2014 as if the Transaction had taken place on 1 January 2014. The unaudited
pro forma statement of financial position has been prepared to illustrate the effect on assets and
liabilities of the Combined Group as at 30 June 2014 as if the Transaction had taken place on that
date. The unaudited consolidated pro forma income statements and unaudited pro forma statement of
financial position of the Combined Group have been prepared in a manner consistent with the
accounting policies adopted by the Ophir Group in preparing its historical consolidated financial
information for the year ended 31 December 2014 as set out in Part VI (Historical Consolidated
Financial Information Relating to the Ophir Group) of this Prospectus, on the basis set out below
and in accordance with Annex II to the Prospectus Directive Regulation.
The unaudited consolidated pro forma income statements and the unaudited pro forma statement of
financial position have been prepared for illustrative purposes only and, because of their nature,
address a hypothetical situation and, do not, therefore, represent the Combined Group’s actual
financial position or results.
The unaudited pro forma financial information has not been prepared, or shall not be construed as
having been prepared, in accordance with Regulation S-X under the US Securities Act. In addition,
the unaudited pro forma financial information does not purport to represent what the Ophir Group’s
or the Combined Group’s financial position and results of operations actually would have been if the
Transaction had been completed on the dates indicated nor do they purport to represent the Ophir
Group’s or the Combined Group’s results of operations for any future period or the Ophir Group’s
or the Combined Group’s financial condition at any future date.
Shareholders should read the whole of this Prospectus and not rely solely on the unaudited pro forma
financial information contained in this Part VIII (Unaudited Pro Forma Financial Information of the
Combined Group).
In addition to the matters noted above, the unaudited pro forma financial information does not reflect
the effect of anticipated synergies and efficiencies associated with the Transaction.

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Unaudited pro forma income statement for the year ended 31 December 2013

Adjustments

Salamander Combined
Ophir Group Group for the Group Pro
for the year year ended forma for the
ended 31 December Acquisition year ended
31 December 2013 (as accounting 31 December
2013 reconciled) adjustments 2013
Notes (1) (2) (3) (4)

(US$’000s)
Revenue ................................................ — 456,196 — 456,196

Cost of sales:
Operating costs .................................... — (83,904) — (83,904)
Royalty payable ................................... — (41,141) — (41,141)
Amortisation of oil and gas properties — (111,987) (28,806) (140,793)
Movement in inventories of oil............ — 13,007 — 13,007

Total cost of sales................................. — (224,025) (28,806) (252,831)

Gross profit........................................... — 232,171 (28,806) 203,365

Other income ....................................... 12 — — 12

Exploration expenses ........................... (229,103) (8,494) (389,024) (626,621)
General & administration expenses ..... (32,098) (7,290) — (39,388)
Loss on disposal of asset ..................... — (871) — (871)
Other operating expenses..................... (46,357) — (20,640) (66,997)
Share of profit of investments
accounted for using the equity method — 11,522 — 11,522

Operating profit / (loss) ........................ (307,546) 227,038 (438,470) (518,978)

Finance income .................................... 27,079 103 — 27,182
Finance costs........................................ — (33,729) — (33,729)
Other financial (losses)/ gains .............. — 6,968 — 6,968

Profit / (loss) from continuing

operations before taxation .................... (280,467) 200,380 (438,470) (518,557)
Taxation............................................... 34,660 (159,355) 59,840 (64,855)

Loss for the period................................ (245,807) 41,025 (378,630) (583,412)

123
Unaudited pro forma income statement for the six months ended 30 June 2014

Adjustments

Salamander Combined
Group for the Group Pro
Ophir Group six months forma for the
for the six ended 30 June Acquisition six months
months ended 2014 (as accounting ended 30 June
30 June 2014 reconciled) adjustments 2014
Notes (1) (2) (3) (4)

(US$’000s)
Revenue ................................................ — 177,781 177,781

Cost of sales:
Operating costs .................................... — (39,689) — (39,689)
Royalty payable ................................... — (15,460) — (15,460)
Amortisation of oil and gas properties — (40,813) (9,144) (49,957)
Movement in inventories of oil............ — 6,602 — 6,602

Total cost of sales................................. — (89,360) (9,144) (98,504)

Gross profit........................................... — 88,421 (9,144) 79,277

Gain on farm out................................. 673,020 — — 673,020
Exploration expenses ........................... (67,706) 12,998 (389,024) (443,732)
General & administration expenses ..... (27,217) (4,996) — (32,213)
Other operating expenses..................... (774) — (20,640) (21,414)
Share of profit of investments
accounted for using the equity method — 7,856 — 7,856

Operating profit.................................... 577,323 104,279 (418,808) 262,794

Finance income .................................... 12,113 1,685 — 13,798
Finance costs........................................ — (16,917) — (16,917)
Other financial (losses)/ gains .............. — (2,936) — (2,936)

Profit / (loss) from continuing

operations before taxation .................... 589,436 86,111 (418,808) 256,739
Taxation............................................... (250,383) (94,296) 18,900 (325,779)

Profit / (loss) for the period .................. 339,053 (8,185) (399,908) (69,040)

124
Unaudited pro forma statement of financial position as at 30 June 2014

Adjustments

Ophir Group Salamander

net assets as Group net Combined
at 30 June assets as at Acquisition Group Pro
2014 (as 30 June 2014 accounting forma as at
reported) (as reconciled) adjustments 30 June 2014
Notes (1) (2) (3) (4)

(US$’000s)
Non-current assets
Goodwill .............................................. 20,868 — 114,362 135,230
Exploration and evaluation assets ....... 722,528 539,024 (389,024) 872,528
Property, plant and equipment ............ 6,821 725,104 151,896 883,821
Financial assets .................................... 16,460 57,211 — 73,671
Investments accounted for using the
equity method ...................................... — 46,664 181,336 228,000

Total non-current assets ...................... 766,677 1,368,003 58,570 2,193,250

Current assets
Inventory.............................................. 23,316 51,228 — 74,544
Trade and other receivables................. 36,269 25,033 — 61,302
Cash and cash equivalents ................... 1,040,823 133,773 (20,640) 1,153,956
Financial assets .................................... — 843 — 843
Investments .......................................... 450,000 — — 450,000

Total current assets.............................. 1,550,408 210,877 (20,640) 1,740,645

Total assets........................................... 2,317,085 1,578,880 37,930 3,933,895

Current liabilities
Trade and other payables .................... (211,367) (95,857) — (307,244)
Bank borrowings due within one year. — (80,226) — (80,226)
Convertible bonds................................ — (91,897) — (91,897)
Taxation payable ................................. (21,157) (75,436) — (96,593)
Provisions............................................. (35,398) — — (35,398)

Total current liabilities......................... (267,922) (343,416) — (611,338)

Non-current liabilities
Deferred income tax ............................ (26,968) (215,559)
Bank borrowings.................................. — (223,632)
Bonds payable...................................... — (145,596)
Provisions............................................. (354) (52,614)
(315,000) (557,527)
— (223,632)
— (145,596)
— (52,968)

Total non-current liabilities ................. (27,322) (637,401) (315,000) (979,723)

Total liabilities ..................................... (295,244) (980,817) (315,000) (1,591,061)

Net assets ............................................. 2,021,841 598,063 (277,070) 2,342,834

Notes:
(1) The Ophir Group financial information for the year ended 31 December 2013 has been extracted without material adjustment
from the audited consolidated financial statements of the Ophir Group for the year ended 31 December 2013. No adjustment has
been made to reflect the trading results of the Ophir Group since 31 December 2013. The financial information as at 30 June 2014
has been extracted without material adjustment from the unaudited interim results of the Ophir Group for the six months ended
30 June 2014.
(2) The consolidated income statement and balance sheet for the year ended 31 December 2013 and the six months ended 30 June
2014 of the Salamander Group has been extracted without adjustment from notes 2 and 3 respectively to the table in section 3 of
Part V (Reconciliation of Financial Information on the Salamander Group on the basis of the Accounting Policies of the Ophir
Group) of the Circular, which is hereby incorporated by reference.

125
(3) (a) The unaudited pro forma statement of net assets as at 30 June 2014 has been prepared on the basis that the Transaction will be
treated as an acquisition of the Salamander Group by the Ophir Group in accordance with IFRS 3 – Business Combinations.
For purposes of the pro forma, the excess purchase consideration over the book value of the net assets acquired has been
attributed to goodwill and no pro forma impairment charge has been applied to the goodwill balance in the period presented.
The preliminary goodwill arising has been calculated as follows:
US$’000s

Total consideration transferred (i)............................................................................................................ 320,993

Less book value of net assets acquired..................................................................................................... (598,063)
Acquisition accounting adjustments (ii) ................................................................................................... (277,070)
Goodwill purchase (before measurement of the assets acquired and liabilities assumed at their fair value
on the Effective Date)............................................................................................................................... 135,230
Note:
(i) The calculation of the consideration is based on the Closing Price of Ophir Shares of 137.10 pence and a US$/GBP
exchange rate of 1.511 on 7 January 2015, being the Latest Practicable Date for the purposes of the pro forma statement,
and assumes that there will be 270,940,133 Salamander Shares in issue not already owned by the Ophir Group or held by
the Ophir Group at completion and that each Salamander Share will be exchanged for 0.5719 of an Ophir Share. The
calculation of the actual consideration to be reflected in the first set financial statements prepared of the Ophir Group to
be prepared after the transaction has been completed will be based on the actual share price and foreign exchange rate of
the closing date of the transaction, which may be materially different from that included in the pro forma.
(ii) The acquisition accounting adjustments relate to the fair value measurement of the acquired assets and liabilities of the
Salamander Group on the basis that the Transaction will be treated as an acquisition of the Salamander Group by the
Ophir Group in accordance with IFRS 3 – Business Combinations.
(iii) The adjustments in respect of Exploration and evaluation assets, Property, plant and equipment and Investments for
using the equity method relate the assessment of the fair value of interests in oil and gas assets. These have been based on
economic models prepared in respect of these assets using the information currently available which includes the
competent person’s reports with respect to reserves, production sales contracts and other forecast data including oil and
gas production, future capital expenditure and operating expenditure.
Summarisation of the acquisition accounting adjustments included in the pro forma and its impact on the Combined Group:
Net assets as at 30 June 2014:
* Exploration and evaluation assets (US$389,024 thousand) have decreased as a result of the valuation performed by
the Ophir Group.
* Property, plant and equipment (US$151,896 thousand) has increased as a result of the valuation performed by the
Ophir Group.
* Investments accounted for using the equity method (US$181,336 thousand) have increased as a result of the
valuation performed by the Ophir Group. The calculation of the fair value by the Ophir Group of Investments
accounted for using the equity method has been performed on the basis of the valuation of the underlying oil and gas
assets held by the investee.
* Deferred income tax (US$237,000 thousand) has increased as a result of the increase in the fair value of Property,
plant and equipment (US$151,896 thousand). The Ophir Group has calculated the deferred tax liability balance
(US$237,000 thousand) by applying the prevailing corporate tax rate to the difference in the value between the
brought forward tax carrying value of the assets and their fair value as at 30 June 2014. The corporate tax rates
applied for the purposes of calculating the deferred tax liability have been 50 per cent. for assets held in Thailand and
44 per cent. for those assets held in Indonesia.
* The Ophir Group has estimated the other remaining assets and liabilities’ on the basis that their fair value is
approximate to their carrying value in the Salamander Group’s balance sheet as at 30 June 2014.
Income Statement for the six months ended 30 June 2014:
* Amortisation of oil and gas properties (US$9,144 thousand) for the six months ended 30 June 2014 has been
increased to reflect the increase in the amount of Property, plant and equipment (US$151,896 thousand). The
increase in the Amortisation of oil and gas properties (US$9,144 thousand) has calculated at the same rate as that of
the Salamander Group for the six months ended 30 June 2014.
* Exploration expenses (US$389,024 thousand) for the six months ended 30 June 2014 has been increased to reflect the
decrease in the amount of Exploration and evaluation assets (US$389,024).
* Taxation (US$14,220 thousand) for the six months ended 30 June 2014 has decreased to reflect the increase in the
Amortisation of oil and gas properties (US$9,144 thousand).
Income Statement for the year ended 31 December 2013:
* Amortisation of oil and gas properties (US$28,806 thousand) for the year ended 31 December 2013 has been
increased to reflect the increase in the amount of Property, plant and equipment (US$151,896 thousand). The
increase in the Amortisation of oil and gas properties (US$28,806 thousand) has calculated at the same rate as that of
the Salamander Group for the year ended 31 December 2013.
* Exploration expenses (US$389,024 thousand) for the year ended 31 December 2013 has been increased to reflect the
decrease in the amount of Exploration and evaluation assets (US$389,024).
* Taxation (US$45,030 thousand) for the year ended 31 December 2013 has decreased to reflect the increase in the
Amortisation of oil and gas properties (US$28,806 thousand).
The fair values of all the assets and liabilities acquired in the transaction that will be included in the first set of financial
statements prepared after the transaction has been completed, will be determined based on the closing date, and this may
differ materially from those based in the pro forma. As a result, the change in measurement of the fair value of the assets and
liabilities acquired, the calculation of any goodwill arising from the transaction may differ materially from that included in the
pro forma.
(b) Transaction costs expected to be incurred by the Ophir Group and the Salamander Group as a result of the Transaction of
approximately US$11.64 million and US$9.0 million respectively (assuming no discretionary element of Transaction fees are
paid) have been recognised as an operating expense and deducted from cash and cash equivalents in the unaudited
consolidated pro forma income statement and balance sheet respectively. These costs will not have a continuing impact on the
Combined Group.
No adjustments have been made to the unaudited pro forma to reflect transactions or activities, including any expected synergies or
costs savings or any other transactions, of the Ophir Group or the Salamander Group since 30 June 2014.

126
 SECTION B: REPORTING ACCOUNTANTS’ REPORT ON UNAUDITED PRO
FORMA FINANCIAL INFORMATION

The Directors and Proposed Director

on behalf of Ophir Energy plc
Level Four
123 Victoria Street
London
SW1E 6DE 16 January 2015

Dear Sirs

We report on the pro forma financial information (the ‘‘Pro Forma Financial Information’’) set out in
Part VIII (Unaudited Pro Forma Financial Information of the Combined Group) of the prospectus
dated 16 January 2015 (the ‘‘Prospectus’’), which has been prepared on the basis described for
illustrative purposes only, to provide information about how the transaction might have affected the
financial information presented on the basis of the accounting policies adopted by Ophir Energy plc
(the ‘‘Company’’) in preparing the financial statements for the period ended 31 December 2013 and
the six-month period ended 30 June 2014. This report is required by paragraph 20.2 of Annex I to
Commission Regulation (EC) No 809/2004 and is given for the purpose of complying with those rules
and for no other purpose.
Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any persons as and to the
extent there provided, to the fullest extent permitted by law we do not assume any responsibility and
will not accept any liability to any other person for any loss suffered by any such other person as a
result of, arising out of, or in connection with this report or our statement, required by and given
solely for the purposes of complying with item 23.1 of Annex I to Commission Regulation (EC) No
809/2004, consenting to its inclusion in the prospectus.

Responsibilities
It is the responsibility of the Directors of the Company to prepare the Pro Forma Financial
Information in accordance with items 1 to 6 of Annex II to Commission Regulation (EC) No 809/
2004.
It is our responsibility to form an opinion, as required by item 7 of Annex II to the Commission
Regulation (EC) No 809/2004 as to the proper compilation of the Pro Forma Financial Information
and to report that opinion to you.
In providing this opinion we are not updating or refreshing any reports or opinions previously made
by us on any financial information used in the compilation of the Pro Forma Financial Information,
nor do we accept responsibility for such reports or opinions beyond that owed to those to whom
those reports or opinions were addressed by us at the dates of their issue.

Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the
Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of
making this report, which involved no independent examination of any of the underlying financial
information, consisted primarily of comparing the unadjusted financial information with the source
documents, considering the evidence supporting the adjustments and discussing the Pro Forma
Financial Information with the Directors of the Company.
We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information
has been properly compiled on the basis stated and that such basis is consistent with the accounting
policies of the Company.
Our work has not been carried out in accordance with auditing or other standards and practices
generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been
carried out in accordance with those standards and practices.

127
Opinion
In our opinion:
* the Pro Forma Financial Information has been properly compiled on the basis stated; and
* such basis is consistent with the accounting policies of the Company.

Declaration
For the purposes of Prospectus Rule 5.5.3R (2)(f), we are responsible for this report as part of the
Prospectus and declare that we have taken all reasonable care to ensure that the information
contained in this report is, to the best of our knowledge, in accordance with the facts and contains
no omission likely to affect its import. This declaration is included in the Prospectus in compliance
with paragraph 1.2 of Annex I to Commission Regulation (EC) No 809/2004.

Yours faithfully

Ernst & Young LLP

128
 PART IX

TAXATION
UNITED KINGDOM TAXATION CONSIDERATIONS
General
The following is a summary of certain United Kingdom tax considerations relating to an investment
in the New Ophir Shares.
The comments set out below are based on current United Kingdom tax law as applied in England
and Wales and published HMRC practice (which may not be binding on HMRC), as at the date of
this Prospectus, both of which may be subject to change, possibly with retrospective effect. They are
intended as a general guide and apply only to shareholders of the Company resident in the United
Kingdom (except insofar as express reference is made to the treatment of non-United Kingdom
residents) and, in the case of an individual, domiciled for tax purposes in the United Kingdom and to
whom ‘‘split year’’ treatment does not apply, who hold New Ophir Shares as an investment (and not
as securities to be realised in the course of a trade) and who are the absolute beneficial owners
thereof. The discussion does not address all possible tax consequences relating to an investment in the
New Ophir Shares. Certain categories of shareholders, including those carrying on certain financial
activities, those subject to specific tax regimes or benefitting from certain reliefs or exemptions, those
connected with the Company or Combined Group and those for whom the New Ophir Shares are
employment related securities may be subject to special rules and this summary does not apply to
such shareholders.
Shareholders or prospective shareholders who are in any doubt about their tax position, or who are
resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult
their own professional advisers immediately.

Taxation of Dividends
The Company will not be required to withhold amounts on account of United Kingdom tax at
source when paying a dividend.
A United Kingdom resident individual shareholder who receives a dividend from the Company will
be entitled to a tax credit which may be set off against the shareholder’s total income tax liability.
The tax credit will be equal to ten per cent. of the aggregate of the dividend and the tax credit (the
‘‘gross dividend’’), which is also equal to one-ninth of the cash dividend received. Such an individual
shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the
rate of ten per cent. of the gross dividend, so that the tax credit will satisfy in full such shareholder’s
liability to income tax on the dividend. In the case of such an individual shareholder who is liable to
income tax at the higher rate, the tax credit will be set against but not fully match the shareholder’s
tax liability on the gross dividend and such shareholder will have to account for additional income
tax equal to 22.5 per cent. of the gross dividend (which is also equal to 25 per cent. of the cash
dividend received) to the extent that the gross dividend when treated as the top slice of the
shareholder’s income falls above the threshold for higher rate income tax. In the case of such an
individual shareholder who is subject to income tax at the additional rate, the tax credit will also be
set against but not fully match the shareholder’s liability on the gross dividend and such shareholder
will have to account for additional income tax equal to 27.5 per cent. of the gross dividend (which is
also equal to approximately 30.6 per cent. of the cash dividend received) to the extent that the gross
dividend when treated as the top slice of the shareholder’s income falls above the threshold for
additional rate income tax.
A United Kingdom resident individual shareholder who is not liable to income tax in respect of the
gross dividend and other United Kingdom resident taxpayers who are not liable to United Kingdom
tax on dividends will not be entitled to claim repayment of the tax credit attaching to dividends paid
by the Company.
Shareholders who are within the charge to United Kingdom corporation tax will be subject to United
Kingdom corporation tax on dividends paid by the Company, unless (subject to special rules for such
shareholders that are small companies) the dividends fall within an exempt class and certain other
conditions are met. Each shareholder’s position will depend on its own individual circumstances,
although it would normally be expected that the dividends paid by the Company would fall within an
exempt class. Such shareholders will not be able to claim repayment of tax credits attaching to
dividends.

129
Non-United Kingdom resident shareholders will not generally be able to claim repayment from
HMRC of any part of the tax credit attaching to dividends paid by the Company. A shareholder
resident outside the United Kingdom may also be subject to foreign taxation on dividend income
under local law. Shareholders who are not resident for tax purposes in the United Kingdom should
obtain their own tax advice concerning tax liabilities on dividends received from the Company.

Taxation of Capital Gains

Shareholders who are resident in the United Kingdom, or, in the case of individuals, who cease to be
resident in the United Kingdom for a period of five years or less, may, depending on their
circumstances (including the availability of exemptions or reliefs), be liable to United Kingdom
taxation on chargeable gains in respect of gains arising from a sale or other disposal of New Ophir
Shares. Shareholders who are resident outside the United Kingdom may be subject to foreign taxation
on any income or gain under local law. Shareholders who are not resident for tax purposes in the
United Kingdom should obtain their own tax advice concerning tax liabilities on income or gains
arising from a sale or other disposal of New Ophir Shares.

Inheritance tax
The New Ophir Shares will be assets situated in the United Kingdom for the purposes of United
Kingdom inheritance tax. A gift of such assets by, or the death of, an individual holder of such
assets may (subject to certain exemptions and reliefs) give rise to a liability to United Kingdom
inheritance tax, even if the holder is neither domiciled in the United Kingdom nor deemed to be
domiciled there (under certain rules relating to long residence or previous domicile). Generally, United
Kingdom inheritance tax is not chargeable on gifts to individuals if the transfer is made more than
seven complete years prior to death of the donor. For inheritance tax purposes, a transfer of assets at
less than full market value may be treated as a gift and particular rules apply to gifts where the
donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of
settlements who hold New Ophir Shares, bringing them within the charge to inheritance tax. Holders
of New Ophir Shares should consult an appropriate professional adviser if they make a gift of any
kind or intend to hold any New Ophir Shares through such a company or trust arrangement, or in a
situation where there is potential for a charge both to United Kingdom inheritance tax and to a
similar tax in another jurisdiction, or if they are in any doubt about their United Kingdom
inheritance tax position.

Stamp duty/SDRT
The statements in this section are intended as a general guide to the current United Kingdom stamp
duty and SDRT position. Investors should note that certain categories of person are not liable to
stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable
for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations
1986. Special rules apply to market intermediaries, dealers, brokers and certain other persons.
Professional advice should be sought if these rules apply.

Issue
No stamp duty or SDRT will arise on the issue of New Ophir Shares in registered form. In the case
of New Ophir Shares issued to a clearance service or depositary receipt system, no stamp duty or
SDRT will arise as a result of case law which has been accepted by HMRC.

Transfers outside of Depositary Receipt Systems and Clearance Services

An agreement to transfer New Ophir Shares will normally give rise to a charge to SDRT at the rate
of 0.5 per cent. of the amount or value of the consideration payable for the transfer. SDRT is, in
general, payable by the purchaser.
Transfers of New Ophir Shares will generally be subject to stamp duty where the consideration given
for the transfer is more than £1,000, at the rate of 0.5 per cent. of the consideration given for the
transfer (rounded up to the next £5). The purchaser normally pays the stamp duty.
If a duly stamped transfer completing an agreement to transfer is produced within six years of the
date on which the agreement is made (or, if the agreement is conditional, the date on which the
agreement becomes unconditional), any SDRT already paid is generally repayable, normally with
interest, and any SDRT charge yet to be paid is cancelled.

130
Transfers within CREST
Paperless transfers of New Ophir Shares within the CREST system are generally liable to SDRT,
rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration
payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST
system. Deposits of shares into CREST will not generally be subject to SDRT or stamp duty, unless
the transfer into CREST is itself for consideration.

Transfers to and within Depositary Receipt Systems and Clearance Services

Where New Ophir Shares are transferred: (a) to, or to a nominee or an agent for, a person whose
business is or includes the provision of clearance services; or (b) to, or to a nominee or an agent for,
a person whose business is or includes issuing depositary receipts, stamp duty or SDRT may be
payable at the higher rate of 1.5 per cent. of the amount or value of the consideration given or, in
certain circumstances, the value of the shares. It may be appropriate to seek specific professional
advice before incurring a 1.5 per cent. stamp duty or SDRT charge.
Except in relation to clearance services that have made an election under Section 97A(1) of the
Finance Act 1986 (to which the special rules outlined below apply), no stamp duty or SDRT is
payable in respect of transfers within clearance services or depositary receipt systems.
There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for,
a clearance service where the clearance service has made and maintained an election under Section
97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT
at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will
arise on any transfer of New Ophir Shares into such an account and on subsequent agreements to
transfer such shares within such account.
Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary
receipt system, or in respect of a transfer within such a service, which does arise will strictly be
accountable by the clearance service or depositary receipt system operator or their nominee, as the
case may be, but will, in practice, be payable by the participants in the clearance service or depositary
receipt system.

UNITED STATES TAXATION CONSIDERATIONS

The following is a summary of certain US federal income tax considerations relevant to the
ownership and disposition of New Ophir Shares. It addresses only US Holders (as defined below) that
hold all of their New Ophir Shares as capital assets. The discussion does not cover all aspects of US
federal income taxation that may be relevant to, or the actual tax effect that any of the matters
described herein will have on, a particular US Holder (including consequences under the alternative
minimum tax or net investment income tax), and does not address US federal non-income tax laws or
any state, local, non-US or other tax laws. This summary also does not address tax considerations
applicable to investors that will own (or will be deemed to own) 5 per cent. or more of the total
voting power or total value of the stock of Ophir, nor does it discuss all of the tax considerations
that may be relevant to certain types of holders subject to special treatment under the US federal
income tax laws (such as financial institutions, insurance companies, individual retirement accounts
and other tax-deferred accounts, tax-exempt organizations, dealers, traders in securities that elect
mark-to-market treatment, investors that hold New Ophir Shares as part of straddles, hedging
transactions, conversion, or other integrated transactions for US federal income tax purposes, persons
that have ceased to be US citizens or lawful permanent residents of the United States, investors
holding the New Ophir Shares in connection with a trade or business conducted outside of the
United States, US expatriates or investors whose functional currency is not the US dollar).
As used herein, the term ‘‘US Holder’’ means a beneficial owner of New Ophir Shares that is, for US
federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a
corporation created or organized under the laws of the United States or any State thereof; (iii) an
estate the income of which is subject to US federal income tax without regard to its source; or (iv) a
trust if a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more US persons have the authority to control all substantial
decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal
income tax purposes.

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The US federal income tax treatment of a partner in an entity treated as a partnership for US federal
income tax purposes that holds New Ophir Shares will depend on the status of the partner and the
activities of the partnership. Holders that are entities treated as partnerships for US federal income
tax purposes should consult their tax advisers concerning the US federal income tax consequences to
them and their partners of the ownership and disposition of New Ophir Shares by the partnership.
Except as otherwise noted, this summary assumes that Ophir is not a passive foreign investment
company (a ‘‘PFIC’’) for US federal income tax purposes. Ophir’s possible status as a PFIC must be
determined annually and therefore is subject to change. If Ophir were a PFIC for any taxable year
during which a US Holder holds New Ophir Shares, certain material adverse US federal income tax
consequences may apply to the US Holder. See ‘‘—PFIC Considerations’’ below.
This summary is based on the tax laws of the United States, including the Internal Revenue Code of
1986, as amended, its legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, as well as on the income tax treaty between the United States and the
United Kingdom (the ‘‘Treaty’’), all as of the date hereof and all of which are subject to change at
any time, possibly with retroactive effect.
THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS
FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO BE RELIED UPON BY
SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED UNDER THE US INTERNAL REVENUE CODE. ALL SHAREHOLDERS SHOULD
CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF THE OWNERSHIP AND DISPOSITION OF NEW OPHIR SHARES, INCLUDING
THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS
AND POSSIBLE CHANGES IN TAX LAW.

Dividends
Subject to the PFIC rules discussed above, distributions paid by Ophir out of current or accumulated
earnings and profits (as determined for US federal income tax purposes) generally will be taxable to a
US Holder as foreign source dividend income, and will not be eligible for the dividends received
deduction allowed to corporations. Distributions in excess of current and accumulated earnings and
profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the
New Ophir Shares and thereafter as capital gain. However, Ophir does not maintain calculations of
its earnings and profits in accordance with US federal income tax accounting principles. US Holders
should therefore assume that any distribution by Ophir with respect to New Ophir Shares will be
reported as ordinary dividend income.
Dividends paid by Ophir generally will be taxable to a non-corporate US Holder at the reduced rate
normally applicable to long-term capital gains, provided Ophir qualifies for the benefits of the Treaty
and certain other requirements are met. Ophir believes that it qualifies for the benefits of the Treaty.
However, dividends paid by Ophir will not be taxable at this reduced rate if Ophir is treated as a
PFIC in its taxable year in which the dividend is paid or the prior taxable year.
Dividends paid in pounds sterling will be included in income in a US dollar amount calculated by
reference to the exchange rate in effect on the day the dividends are received by the US Holder,
regardless of whether the pounds sterling are converted into US dollars at that time. If dividends
received in pounds sterling are converted into US dollars on the day they are received, the US Holder
generally will not be required to recognise foreign currency gain or loss in respect of the dividend
income.
US Holders should consult their own tax advisers with respect to the appropriate US federal income
tax treatment of any distribution received from Ophir.

Dispositions
Subject to the PFIC rules discussed below, upon a sale or other disposition of New Ophir Shares, a
US Holder generally will recognise capital gain or loss for US federal income tax purposes equal to
the difference, if any, between the amount realised on the sale or other disposition and the US
Holder’s adjusted tax basis in the New Ophir Shares. This capital gain or loss will be long-term
capital gain or loss if the US Holder’s holding period in the New Ophir Shares exceeds one year. For
non-corporate US Holders, long-term capital gains generally are taxed at lower rates than ordinary
income. Any gain or loss generally will be US source. The deductibility of capital losses is subject to
certain limitations.

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PFIC Considerations
If Ophir were a PFIC for any taxable year during which a US Holder holds New Ophir Shares,
certain material adverse US federal income tax consequences may apply to the US Holder. Ophir
does not expect that it will be a PFIC for its current taxable year and does not expect to be a PFIC
in the foreseeable future. However, PFIC status depends on the composition of a company’s income
and assets and the fair market value of its assets (including, among other things, less than 25 per
cent. owned equity investments), from time to time, as well as on the application of complex and
uncertain statutory and regulatory rules that are subject to potentially varying or changing
interpretations. Accordingly, there can be no assurance that Ophir will not be considered a PFIC for
any taxable year.
A non-US corporation will be a PFIC in any taxable year in which, after taking into account the
income and assets of the corporation and certain subsidiaries pursuant to applicable ‘‘look-through
rules,’’ either: (i) at least 75 per cent. of its gross income is ‘‘passive income"; or (ii) at least 50 per
cent. of the average value of its assets is attributable to assets which produce passive income or are
held for the production of passive income. For purposes of the PFIC rules, ‘‘passive income’’
includes, among other things, the excess of gains over losses from certain commodities transactions
and the excess of gains over losses from the sale or exchange of property that does not give rise to
income. Gains from commodities transactions, however, are generally excluded from the definition of
passive income if such gains are active business gains from the sale of commodities and substantially
all of the foreign corporation’s commodities meet specified criteria. The law is unclear as to what
constitutes ‘‘active business gains’’ and there are also other uncertainties regarding the criteria that
commodities must meet. Additionally, gains from the sale of property that does not give rise to
income are excluded from passive income if the property is held primarily for sale to customers in the
ordinary course of the foreign corporation’s trade or business. Whether property is held primarily for
sale to customers is a question of facts and circumstances involving a variety of factors, and no
bright-line test exists for making this determination. Accordingly, there can be no assurance that
Ophir is not or will not become a PFIC or that changes in Ophir’s business, the activities of Ophir’s
employees or the composition of Ophir’s assets will not impact the determination of Ophir’s PFIC
status.
If Ophir were a PFIC in any taxable year during which a US Holder holds New Ophir Shares, the
US Holder will generally be subject to special rules (regardless of whether Ophir continues to be a
PFIC) with respect to: (i) any ‘‘excess distribution’’ (generally, any distributions received by the US
Holder on the New Ophir Shares in a taxable year that are greater than 125 per cent. of the average
annual distributions received by the US Holder in the three preceding taxable years or, if shorter, the
US Holder’s holding period for the New Ophir Shares); and (ii) any gain realised on the sale or other
disposition of New Ophir Shares. Under these rules (a) the excess distribution or gain will be
allocated rateably over the US Holder’s holding period, (b) the amount allocated to the current
taxable year and any taxable year prior to the first taxable year in which Ophir is a PFIC will be
taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be
subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and
an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax
attributable to each such other taxable year. If Ophir is a PFIC, a US Holder of New Ophir Shares
will generally be subject to similar rules with respect to distributions to Ophir by, and dispositions by
Ophir of the stock of, any direct or indirect subsidiaries of Ophir that are also PFICs. Additionally,
dividends paid by Ophir will not be eligible for the reduced rate of tax described above under
‘‘Dividends’’. Certain other elections may be available that would result in alternative treatments
(such as mark-to-market treatment) of the New Ophir Shares.
A US Holder who owns, or who is treated as owning, PFIC stock during any taxable year in which
the Company is classified as a PFIC may be required to file IRS Form 8621. The failure to file such
form when required could result in substantial penalties.
US Holders should consult their tax advisers regarding the PFIC rules.

Backup Withholding and Information Reporting

Proceeds of sale or other disposition (including exchange) of New Ophir Shares, as well as dividends
and other proceeds with respect to such shares, paid by a US paying agent or other US intermediary
will be reported to the IRS and to the US Holder as may be required under applicable regulations.
Backup withholding may apply to these payments if the US Holder fails to provide an accurate
taxpayer identification number or certification of exempt status or fails to comply with applicable

133
certification requirements. Certain US Holders are not subject to backup withholding. US Holders
should consult their tax advisers as to their qualification for exemption from backup withholding and
the procedure for obtaining an exemption.

Foreign Financial Asset Reporting

US taxpayers that own certain foreign financial assets, including equity of foreign entities, with an
aggregate value in excess of US$50,000 at the end of the taxable year or US$75,000 at any time
during the taxable year (or, for certain individuals living outside the United States and married
individuals filing joint returns, certain higher thresholds) may be required to file an information report
with respect to such assets with their tax returns. The New Ophir Shares are expected to constitute
foreign financial assets subject to these requirements unless the New Ophir Shares are held in an
account at a financial institution (in which case the account may be reportable if maintained by a
foreign financial institution). US Holders should consult their tax advisers regarding the application of
the rules relating to foreign financial asset reporting.

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 PART X

DIRECTORS, RESPONSIBLE PERSONS,

CORPORATE GOVERNANCE AND EMPLOYEES
1 Responsibility
The Directors, whose names appear on this page, the Proposed Director and the Company accept
responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Directors, the Proposed Director and the Company (each of whom has taken all
reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and contains no omissions likely to affect its import.

2 Directors
2.1 The following table sets out information relating to each of the Directors as at the date of this
Prospectus:

Name Current position

Nicholas Smith.................................................. Non-Executive Chairman

Dr Nicholas Cooper.......................................... Executive Director & Chief Executive Officer
Bill Higgs........................................................... Executive Director & Chief Operating Officer
Ronald Blakely.................................................. Independent Non-Executive Director
Alan Booth........................................................ Independent Non-Executive Director
Vivien Gibney ................................................... Independent Non-Executive Director
Lyndon Powell .................................................. Independent Non-Executive Director
Bill Schrader...................................................... Independent Non-Executive Director
2.2 The address and telephone number of the registered office of the Company is Level Four,
123 Victoria Street, London, SW1E 6DE, telephone +44 (0)20 7811 2400.
2.3 Set out below are the business experience and principal business activities performed outside of
Ophir by the Directors, as well as the dates of their initial appointment as directors of Ophir.
Nicholas Smith was appointed as a Non-Executive Director in October 2007 and as Chairman in
September 2009. He is a member of Remuneration Committee and Chairman of the Nomination
Committee. Nicholas Smith trained as a chartered accountant before joining the Jardine Fleming
Group, becoming Chief Financial Officer from 1993 to 1997. He is Chairman of Aberdeen New Thai
Investment Trust plc and Senior Independent Director of Schroder AsiaPacific Fund plc.
Dr Nicholas Cooper was appointed as an executive director and Chief Executive in June 2011. He is a
member of the Nomination Committee. Prior to joining Ophir, Dr Nicholas Cooper was Chief
Financial Officer and co-founder of Salamander. He began his career as a geophysicist with BG and
Amoco before joining Booz-Allen & Hamilton. From 1999-2005 he was a member of the oil and gas
team at Goldman Sachs. In September 2014 Nick was appointed as non-executive director of Siccar
Point Energy Limited. Nick has a BSc and PhD in Geophysical Sciences and an MBA from
INSEAD.
Bill Higgs was appointed as an executive director and Chief Operating Officer on 10 September 2014.
Bill is a member of the Technical Advisory Committee. Bill has over 25 years of global exploration,
development and operations experience, the majority with Chevron Corporation. His roles at Chevron
Corporation included Senior Vice President of Operations for Saudi Arabia Chevron, Reservoir
Manager for Tengizchevroil in Kazakhstan, Asset Manager for the BBLT development in Block 14
Angola and General Manager for Strategy for Chevron Corporation. In his time at Chevron
Corporation he was also a member of the Corporate Reserves Audit Committee and the Decision
Review Boards for the Gorgon and Wheatstone LNG developments in Australia. Bill has spent the
last two and a half years as Chief Executive Officer of Mediterranean Oil & Gas plc, which was
recently acquired by Rockhopper Exploration plc. Bill has a BSc in Geological Sciences from the
University of Leeds and a PhD in Structural Geology from the University of Wales.
Ronald Blakely was appointed as a non-executive director in July 2011 and as Senior Independent
Director on 18 February 2013. He is Chairman of the Audit Committee and a member of the
Remuneration and Nomination Committees. Ronald Blakely spent over 38 years working for Royal
Dutch Shell companies. On his retirement in October 2008, he held the role of Executive Vice

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President Global Downstream Finance, while previous roles included CFO of Shell Oil Products in
the USA and CFO of Shell Canada. Mr Blakely is a member of the Society of Management
Accountants of Alberta, Canada.
Alan Booth was appointed as a non-executive director on 26 April 2013. He is the Chairman of the
Technical Advisory Committee and member of the Remuneration, Corporate Responsibility and
Audit Committees. Alan Booth has 30 years’ experience in oil and gas exploration at Amerada Hess,
Oryx Energy and Encana. Most recently Alan Booth was Founder and CEO of EnCore Oil plc; and
is now the Founder and Director of EnCounter Oil Ltd. Alan Booth will become a non-executive
director of InfraStrata plc with effect from 21 Janaury 2015. Alan Booth holds a BSc in Geology
from the University of Nottingham and MSc DIC in Petroleum Geology from the Royal School
Mines, Imperial College. He is a former president of the UK Offshore Operators Association and
currently a director of the Oil and Gas Independents Association.
Vivien Gibney was appointed as a non-executive director on 14 August 2013. In November 2013, she
was appointed as Chairman of the Remuneration Committee and she is also a member of the
Corporate Responsibility Committee. Vivien has 25 years’ experience as counsel in the upstream oil
and gas industry, including roles with Mobil Oil and Enterprise Oil plc. Whilst at Enterprise Oil,
Vivien set up the legal department and held the positions of General Counsel, Company Secretary
and Head of HR. Vivien has held a number of non-executive board positions in the voluntary sector
and in listed companies. More recently, she was a member of the Board of EnCore Oil plc where she
chaired the Remuneration Committee. Vivien is a barrister with an LL.B. and received an Honorary
Fellowship in Petroleum law from the University of Dundee.
Lyndon Powell was appointed as a non-executive director in October 2007. He is Chairman of the
Corporate Responsibility Committee and a member of the Remuneration and Nominations
Committees. Lyndon Powell spent the majority of his career in the armed services, gaining a wide
spectrum of experience in operational and strategic management. This included providing protection
to the Foreign & Commonwealth Office and commanding four major units. He is a director and
owner of Barbican Global Ltd. specialising in providing independent security advice to the corporate
sector.
Bill Schrader was appointed as a non-executive director on 18 February 2013. He is a member of the
Audit, Corporate Responsibility and Technical Advisory Committees. Bill Schrader has over 30 years’
experience working at BP plc, including as Chief Executive of several country operations, as President
of the Azerbaijan International Operating Company and as Chief Operating Officer of TNK-BP. In
December 2014 Bill Schrader was appointed non-executive director of CHC Group Ltd, he is also
non-executive Chairman of Bahamas Petroleum Company plc and non-executive director of the Hess
Corporation. Mr Schrader holds a BSc in Chemical Engineering from the University of Cincinnati
and an MBA from the University of Houston.

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3 Directors’ and Senior Management’s interests
3.1 The direct and indirect interests (all of which, unless otherwise stated, are beneficial) of the
Directors and of members of Senior Management (and persons connected with them) in the
share capital of the Company as at the Latest Practicable Date and as expected to subsist
immediately following Admission are set out in the following table (not including options
disclosed below):

As at the Latest Immediately following the

Practicable Date Transaction

Percentage Percentage
Number of of issued Number of of issued
Ophir share Ophir share
Director Shares capital Shares(1) capital(1)

Nicholas Smith ......................................... 128,000(2) 0.022% 128,000(2) 0.018%

Dr Nicholas Cooper................................. 770,001(3) 0.134% 1,257,031(3) 0.173%
Bill Higgs.................................................. — — — —
Ronald Blakely......................................... 47,000(4) 0.008% 47,000(4) 0.006%
Alan Booth............................................... 125,000(5) 0.022% 125,000(5) 0.017%
Vivien Gibney........................................... 10,000 0.002% 10,000 0.001%
Lyndon Powell ......................................... 33,600 0.006% 33,600 0.005%
Bill Schrader............................................. 10,200 0.002% 10,200 0.001%
Clark Brannin........................................... — — — —
Andrew Brown ......................................... — — — —
Michael Fischer ........................................ — — — —
Andrew Oldham ....................................... — — — —
Oliver Quinn............................................. 835 0.000% 835 0.000%
Gawain Ross ............................................ 6,155(6) 0.001% 6,155(6) 0.001%
Tony Rouse .............................................. — — 106,347(7) 0.015%
Dato Sandroshvili .................................... — — — —
Dina Taylor.............................................. — — — —

Notes:
(1) Calculated by reference to the issued share capital of the Company of 575,186,914 Existing Ophir Shares as at the Latest
Practicable Date (excluding Ophir Shares held in treasury) and on the assumption that: (a) 153,163,173 New Ophir Shares
are issued on the Effective Date in connection with the Transaction; and (b) Ophir does not issue any further new Ophir
Shares or undertake any buybacks of Ophir Shares in the period between the Latest Practicable Date and the Effective
Date.
(2) Mr Smith holds a beneficial interest in 128,000 Ophir Shares. The legal interest is held by Vestra Nominees Limited.
(3) Dr Cooper holds a beneficial interest in 769,201 Ophir Shares. The legal interest is held by Goldman Sachs International.
The beneficial interest in 800 Ophir Shares is held by a connected person, Alison Nightingale. The legal interest is held by
James Capel (Nominees) Limited. As at 14 January 2015, Dr Cooper also holds a beneficial interest in 851,600 Salamander
Shares, 1,600 of which are held by a connected person, Alison Nightingale.
(4) Mr Blakely and members of his family hold a beneficial interest in 47,000 Ophir Shares. The legal interest is held by RBC
Dominion Securites.
(5) Mr Booth holds a beneficial interest in 125,000 Ophir Shares. The legal interest is held by TD Direct Investing Nominees
(Europe) Ltd.
(6) Mr Ross has a beneficial interest in 6,155 Ophir Shares. The legal interest is held by his wife.
(7) Mr Rouse holds a beneficial interest in 185,953 Salamander Shares and also holds up to 236,654 options under the
Salamander Share Schemes that vest, subject to performance criteria, in May 2015 and up to 190,903 options under the
Salamander Share Schemes that vest, subject to performance criteria, in April 2016. The number of Ophir Shares
immediately following the Transaction assumes these options do not vest on or prior to the Effective Date.

3.2 Taken together, the combined percentage interest of the Directors and the Senior Management
(and of persons connected with them) in voting rights in respect of the issued ordinary share
capital of the Company as at the Latest Practicable Date was approximately 0.197 per cent.
3.3 Taken together, the combined percentage interest of the Directors in voting rights in respect of
the issued ordinary share capital of the Company immediately following Admission will be
approximately 0.221 per cent.
3.4 The Directors have no interests in the shares of the Company’s subsidiaries.

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3.5 Details of options under the 2006 Share Option Plan and the Long Term Incentive Plan over
the Ophir Shares held by the Directors and the Senior Management as at the Latest Practicable
Date are set out below. They are not included in the interests of the Directors shown in the
table in paragraph 3.1 above.

Number of
Ophir Shares
over which
options Exercise
Name granted price Vesting date

Dr Nicholas Cooper (Long Term Incentive Plan) ....... 373,190 0.00 13 April 2015
277,518 0.00 19 June 2015
370,025 0.00 19 June 2016
370,025 0.00 19 June 2017
Dr Nicholas Cooper (2006 Share Option Plan)........... 578,164 2.162 1 June 2013
Clark Brannin (Long Term Incentive Plan)................. 35,846 0.00 13 April 2015
82,520 0.00 26 March 2016
96,568 0.00 24 March 2017
Clark Brannin (2006 Share Option Plan) .................... 57,816 4.333 13 August 2014
Andrew Brown (Long Term Incentive Plan) ............... 48,082 0.00 26 March 2016
111,476 0.00 24 March 2017
Michael Fischer (Long Term Incentive Plan) .............. 97,395 0.25 13 April 2015
72,642 0.25 26 March 2016
112,233 0.25 24 March 2017
Michael Fischer (2006 Share Option Plan).................. 57,816 2.162 31 August 2009
57,816 2.162 31 August 2010
Andrew Oldham (Long Term Incentive Plan) ............. 90,056 0.25 13 April 2015
69,613 0.25 26 March 2016
81,458 0.25 24 March 2017
Andrew Oldham (2006 Share Option Plan)................. 115,632 2.162 31 August 2009
115,632 2.162 31 August 2010
Oliver Quinn (Deferred Share Plan) ............................ 16,730 0.00 24 March 2017
Gawain Ross (Deferred Share Plan)............................ 13,461 0.00 24 March 2017
Dato Sandroshvili (Long Term Incentive Plan)........... 89,579 0.00 24 March 2017
Dina Taylor (Deferred Share Plan) ............................. 16,730 0.00 24 March 2017

3.6 Save as disclosed in this paragraph 3, none of the Directors and Senior Management nor their
immediate families, or connected persons (within the meaning of Section 252 of the Companies
Act) has any interests (beneficial or non-beneficial) in the share capital of the Company or any
of its subsidiaries. Save as disclosed above and in paragraph 5 of Part XI (Additional
Information) of this Prospectus, no other person involved in the Transaction or Admission has
an interest which is material to the Transaction or Admission.

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4 Directors’ remuneration and pensions
Remuneration
The remuneration of the Directors for the year ended 31 December 2014 is set out in the table
below. Annual pay reflects the responsibilities, market value and sustained performance level of
executive and non-executive directors. Pay is reviewed annually or when a change in
responsibility occurs.

Benefits in Long-term
Salary/fees Bonus kind Pension incentives Total
Director (£000) (£000) (£000) (£000) (£000) £000

Nicholas Smith ............ 140 — — — — 140

Dr Nicholas Cooper .... 482 Not known(1) 9 53 1125 Not known(1)
Bill Higgs ..................... 114(2) Not known(1) 3 12.5 — Not known(1)(2)
Ronald Blakely ............ 75 — — — — 75
Alan Booth .................. 75 — — — — 75
Vivien Gibney.............. 75 — — — — 75
Lyndon Powell............. 75 — — — — 75
Bill Schrader ................ 70 70

Notes:
(1) The Board decide on the amount of annual bonuses in March of each year for the preceding year ending 31 December.
Bonuses for the year ended 31 December 2014 are therefore currently unknown.
(2) Bill Higgs commenced employment with the Company on 10 September 2014 and the figure shown is a pro rated figure of
his annualised salary of £375,000.

Bonus
Dr Nicholas Cooper and Bill Higgs are entitled to be considered for a discretionary bonus or to
participate in any applicable bonus scheme which the Board puts in place for Executive
Directors subject to such conditions as the Board may in its discretion determine from time to
time. Dr Nicholas Cooper’s and Bill Higgs’ maximum bonus is 150 per cent. of their respective
gross annual salaries, in both cases, subject to the satisfaction of certain key performance
indicators as determined by the Board and the rules of any applicable bonus scheme from time
to time. Any bonus payments are said to be purely discretionary.

Benefits in kind
The range of taxable benefits in kind available to Executive Directors includes health insurance,
life assurance, medical evacuation insurance, travel insurance for all work related travel, holiday
pay and sick leave cover.

Pensions
The Company contributes 11 per cent. of Executive Directors’ base salary to personal pension
arrangements.
The terms of the Directors’ remuneration are in accordance with the terms of the Directors’
Remuneration Policy which was approved by shareholders at the Company’s AGM held on
21 May 2014; details of which can be found on its website www.ophir-energy.com.

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5 Directors’ terms of appointment and remuneration
5.1 Executive Directors’ service agreements
Save for the service contracts described below, there are no existing or proposed service
contracts between any Director or proposed director of the Company and the Company and its
subsidiary undertakings.
Dr Nicholas Cooper (Chief Executive Officer) and Bill Higgs (Chief Operating Officer) are the
Executive Directors of the Company and are employed by the Company. A summary of their
service contracts is set out below.

Continuous Notice period by the Notice period by

Director employment Company executive

Dr Nicholas Cooper.................... 1 June 2011 12 months 12 months

Bill Higgs .................................... 10 September 2014 12 months 12 months

Termination provisions
In addition to the notice periods set out above, the relevant employer within the Ophir Group
has the contractual right (aside from any statutory employment rights which the individuals may
have) to terminate each service contract with immediate effect if the Executive Director (i) does
not perform his duties for 180 days in any period of 365 days because of sickness, injury or
other incapacity; or (ii) has not performed his duties under the service contract to the standard
reasonably required by the Board; or (iii) commits any serious or persistent breach of his
obligations under the service contract; or (iv) does not comply with any term of the service
contract (in the case of Bill Higgs any material terms of the service contract); or (v) does not
comply with any lawful order or direction given to him by the Board; or (vi) is guilty of any
gross misconduct or conducts himself (whether in connection with his employment or not) in a
way which is harmful to any Ophir Group company; or (vii) is guilty of dishonesty or is
convicted of an offence (other than a motoring offence which does not result in imprisonment)
(whether in connection with his employment or not); or (viii) commits (or is reasonably believed
by the Board to have committed) a breach of any legislation in force which may affect or relate
to the business of any Ophir Group company; or (ix) becomes of unsound mind, is bankrupted
or has a receiving order made against him or makes any general composition with his creditors
or takes advantage of any statute affording relief for insolvent debtors; or (x) becomes
disqualified from being a director of a company.
The service contracts of the Executive Directors further provide for termination with immediate
effect if they fail or are disqualified from maintaining registration with a regulatory body as
reasonably required by the Company; or if their directorship of the Company terminates
without the consent or concurrence of the Company.
The service contracts of the Executive Directors contain a payment in lieu of notice provision
where the relevant employer, at its sole discretion, may pay the basic salary only as a lump sum
or in equal monthly instalments with a duty on the Executive Director to mitigate such
payments by seeking alternative income and if alternative income is found, then the instalment
payments shall be reduced by that amount or to nil if alternative income is higher than the
monthly instalments. There is also a provision enabling the relevant employer to put the
Executive Director on garden leave for up to six months at any time after notice to terminate
the service contract has been given by the Executive Director or the relevant employer or the
Executive Director has resigned without giving due notice and the relevant employer has not
accepted the resignation. During the garden leave period the Executive Director will be entitled
to salary and contractual benefits (excluding bonuses). At the end of the garden leave period,
the Company may, at its discretion, pay the Executive Director basic salary alone in respect of
the balance of any period of notice given by the Company or Executive Director. These
payments will be reduced to the extent alternative income is received.

Change of Control
The service contract of Dr Nicholas Cooper provides that, if within three months following a
change of control of the Company, the Company or Dr Cooper serves notice to terminate the
employment, then the notice period will be waived, the employment will be terminated
immediately and Dr Cooper will be entitled to be paid 12 months’ basic salary.

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 ‘‘Change of Control’’ is defined in Dr Cooper’s service contract as where a third party (i.e., not
a member of the Ophir Group or employee, officer, director or agent of any member of the
Ophir Group) who does not already control the Company acquires control of it, and ‘‘control’’
means, in relation to the Company, the power of a person to secure that the affairs of the
Company are conducted in accordance with the wishes of that person by means of the holding
of shares or the possession of voting power in or in relation to the Company, or by virtue of
any powers conferred by the constitutional or corporate documents (or any other document)
regulating the Company (or any other company).

Long Term Incentive Plan

The Executive Directors are eligible to participate in the Company’s Long Term Incentive Plan
details of which are summarised in paragraph 11.3 below.

5.2 Non-Executive Directors’ letters of appointment

There are six Non-Executive Directors as follows:

Date of
commencement of Total fee
Name of Director appointment Initial term(2) (£’000)

Nicholas Smith (Chairman)............. 10 October 2007 3 years(3)(5) 140

Ronald Blakely ................................ 7 July 2011 3 years(5) 75(1)
Alan Booth ...................................... 22 April 2013 3 years 75(1)
Vivien Gibney.................................. 14 August 2013 3 years 75(1)
Lyndon Powell ................................ 7 July 2011 3 years(4)(5) 75(1)
Bill Schrader .................................... 18 February 2013 3 years 70

Notes:
(1) Includes a Board Committee’s Chairmanship fee of £5,000 per annum.
(2) After the end of the Initial Term reappointment is typically for a further 3 year period. All Non-Executive Directors are
subject to reappointment annually at the Company’s AGM and if they are not reappointed their term automatically
terminates without compensation
(3) The Chairman’s initial term was until the fourth AGM from the date of appointment.
(4) Lyndon Powell has indicated that he will step down from the Board at the 2015 AGM.
(5) The Chairman, Ronald Blakely and Lyndon Powell have not been issued with further letters of appointment since their
initial term ended because they have been re-appointed at the AGM each year.

Fees may be paid at the discretion of the Board during any period of illness, disability or
injury.
Under each letter of appointment, the appointment takes effect from the date that the Non-
Executive Director signs the letter of appointment or the date specified in the letter of
appointment and each Non-Executive Director is expected to serve a three year term from the
date of their appointment. In the case of Nicholas Smith only, his contractual appointment was
until the fourth annual general meeting after their appointment commences. He has been
annually reappointed at the Company’s AGM since his initial appointment expired.
The Company may terminate the appointment, without payment of any compensation, (i) in the
cases of the Chairman, Lyndon Powell or Ronald Blakely if they commit or have committed
any serious or repeated breach or non-observance of his obligations to the Company; (ii) in Bill
Schrader, Alan Booth and Vivien Gibney’s cases if they commit any material breach of their
obligations, commit any gross default or misconduct affecting the business of the Company or
the Ophir Group or are guilty of conduct tending to bring themselves or the Company or any
member of the Ophir Group into disrepute during the term of their appointment, and (iii) in all
cases for failure to be re-elected at an AGM.
The Chairman and Non-Executive Directors are not entitled to participate in the Company’s
executive remuneration programmes or pension arrangements.
The Directors and officers of the Company have the benefit of directors’ & officers’ insurance
and an indemnity from the Company out of the Company’s funds against: (i) any liability
incurred by or attaching to the Director or officer in connection with any negligence, default,
breach of duty or breach of trust by him in relation to the Company or any associated
company; and (ii) any other liability incurred by or attaching to the Director or officer in the
actual or purported execution and/or discharge of his duties and/or the exercise or purported

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 exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or
office other than certain excluded liabilities including to the extent that such an indemnity is not
permitted by law.

6 Board structure and corporate governance

6.1 The Company is committed to maintaining high standards of corporate governance and
recognises the importance of good governance. As at the date of this Prospectus, Ophir complies
with the Corporate Governance Code 2012 and, following the implementation of the Corporate
Governance Code 2014 for accounting periods starting on or after 1 October 2014, Ophir
intends to comply with the Corporate Governance Code 2014.
6.2 The Board currently comprises the Non-Executive Chairman, two Executive Directors and five
Non-Executive Directors.
As from the Effective Date, the Board will comprise the following members:

Name Role Current company

Nicholas Smith .............. Non-Executive Chairman Ophir

Dr Nicholas Cooper ...... Chief Executive Officer Ophir
Bill Higgs ....................... Chief Operating Officer Ophir
Ronald Blakely .............. Independent Non-Executive Director Ophir
Alan Booth .................... Independent Non-Executive Director Ophir
Vivien Gibney ................ Independent Non-Executive Director Ophir
Lyndon Powell............... Independent Non-Executive Director Ophir
Bill Schrader .................. Independent Non-Executive Director Ophir
Dr Carol Bell ................. Independent Non-Executive Director Salamander
All of the Non-Executive Directors are considered to be independent. Therefore, more than half
of the Board are independent Non-Executive Directors in compliance with the Corporate
Governance Code. The Board met formally 11 times in 2014, with six of those meetings called
at short notice to discuss particular items of business. All board papers are sent out on a timely
basis with sufficient information for the Directors to be able to discharge their duties. The
Company Secretary ensures that all board papers are sent out to non-attending Directors and
that, where possible, any comments they have are received beforehand, so that they can be
expressed at the meeting.
There is a clear and documented division of responsibilities between the roles of the Chairman
and the Chief Executive Officer. There are also documented schedules of matters reserved to the
Board and matters delegated to committees of the Board as set out in each of the respective
Board committee’s terms of reference. Such reserved matters include decisions on strategic and
policy issues, the approval of published financial statements and major acquisitions and
disposals, authority levels for expenditure, treasury and risk management policies.

6.3 Board committees

There are four key Board committees: the Audit Committee, Remuneration Committee,
Corporate Responsibility Committee, and the Nomination Committee. The committees are
provided with sufficient resources via the Company Secretary and, where necessary, have direct
access to independent professional advisers to undertake their duties. In August 2013, the Board
also approved the establishment of the Technical Advisory Committee, which (amongst many
other matters) considers the technical aspects of any operational business proposals requiring
Board approval and advises the Board if there are any significant technical risks or concerns
that should be taken into account when considering any such proposals.

Audit Committee
The Audit Committee currently comprises the following independent Non-Executive Directors:
Ronald Blakely, Alan Booth and Bill Schrader. Ronald Blakely acts as chairman.
The Board considers all members of the Audit Committee to be independent and that Ronald
Blakely has recent and relevant financial experience and competence in accounting as required
by Section C.3.1 of the Corporate Governance Code and Section 7.1.1 of the Disclosure and
Transparency Rules, respectively. The Chief Executive Officer, Chief Operating Officer and
representatives of the external auditor attend Audit Committee meetings on a regular basis. In

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addition, the Director of Finance, the General Counsel and the Company Secretary may be
invited to attend all or part of Audit Committee meetings as required. The external auditors are
also given the opportunity to meet with the Audit Committee without executive management
being present.
During 2014, the Audit Committee reviewed its objectives and terms of reference to ensure that
they remained appropriate. The Audit Committee’s full terms of reference are available on the
Company’s website and are fully compliant with Section C.3.2 of the Corporate Governance
Code but in summary, the Audit Committee’s main role and responsibilities are:
(a) monitoring the integrity of the financial statements of the Company, including its annual
and half-yearly reports, interim management statements and any other formal
announcement relating to its financial performance, reviewing and reporting to the Board
on significant financial reporting issues and judgements which they contain having regard
to matters communicated to it by the auditor;
(b) to review the content of the annual report and accounts and advise the Board on
whether, taken as a whole, it is fair, balanced and understandable;
(c) keeping under review the effectiveness of the Company’s internal financial controls and
internal control and risk management systems together with reviewing and approving
statements to be included in any public document concerning internal controls and risk
management;
(d) reviewing the adequacy and security of the Company’s procedures and arrangements for
detecting fraud, bribery and money laundering and ensuring that employees and
contractors are able to raise concerns, in confidence, about possible wrongdoing in
financial reporting or other matters;
(e) monitoring and reviewing the effectiveness of the Company’s internal audit processes in
the context of the Company’s overall risk management system;
(f) considering and making recommendations to the Board, to be put to shareholders for
approval at the AGM, in relation to the appointment, re-appointment and removal of the
Company’s external auditor;
(g) ensure that at least every ten years the audit services contract is put out to tender to
enable the Committee to compare the quality and effectiveness of the services provided by
the incumbent auditor with those of other audit firms; and
(h) developing and implementing a policy on the supply of non-audit services by the external
auditor.

Remuneration Committee
The Remuneration Committee currently comprises the following Directors: Vivien Gibney,
Ronald Blakely, Alan Booth, Lyndon Powell and Nicholas Smith. Vivien Gibney acts as
chairman.
The role of the Remuneration Committee includes determining the framework or broad policy
for the remuneration of the Company’s Chief Executive, Chairman, Executive Directors and
Company Secretary. The Committee also recommends and monitors the level and structure of
remuneration for senior executive management
The Remuneration Committee meets at least twice each year. Executive Directors may be invited
to attend all or part of any Remuneration Committee meeting to provide additional insight on
how the Company’s remuneration strategy can be best linked to Ophir’s strategic objectives
while also reflecting general workforce pay and conditions. However, any Executive Director
attending a meeting will abstain from any discussion directly relating to their own remuneration.
The Remuneration Committee has appointed Aon Hewitt Limited (operating through the brand
New Bridge Street) as independent consultants to provide advice on remuneration and share
incentives both for Executive Directors and the wider senior executive management population.
Representatives from New Bridge Street may be invited to attend Remuneration Committee
meetings and details of their terms of engagement are available on request from the Company
Secretary. Neither Aon Hewitt Limited, nor any other part of the Aon Corporation, provide
other services to the Company.

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The terms of reference under which the Remuneration Committee operates state that the
Remuneration Committee shall:
(a) determine and agree with the Board the framework or broad policy for the remuneration
of the Company’s Chief Executive, Chairman, the Executive Directors, the Company
Secretary. The remuneration of non-executive directors shall be a matter for the Chairman
and the executive members of the Board. No director or manager shall be involved in any
decisions as to their own remuneration;
(b) recommend and monitor the level and structure of remuneration for senior management.
For this purpose, ‘‘senior management’’ will be determined by the Company’s Board of
Directors but will usually include the first layer of management below Board level;
(c) in determining such policy, take into account all factors which it deems necessary
including relevant legal and regulatory requirements, the provisions and recommendations
of the Corporate Governance Code and associated guidance. The objective of such policy
shall be to ensure that members of the executive management of the Company are
provided with appropriate incentives to encourage enhanced performance and are, in a
fair and responsible manner, rewarded for their individual contributions to the success of
the Company;
(d) when setting remuneration policy for directors, review and have regard to the
remuneration trends across the Company or the Ophir Group;
(e) review the ongoing appropriateness and relevance of the remuneration policy;
(f) within the terms of the agreed policy and in consultation with the Chairman and/or Chief
Executive, as appropriate, determine the total individual remuneration package of the
Chairman, each executive director, Company Secretary and other designated senior
executives including bonuses, incentive payments and share options or other share awards;
(g) obtain reliable, up-to-date information about remuneration in other companies. To help it
fulfil its obligations the Remuneration Committee shall have full authority to appoint
remuneration consultants and to commission or purchase any reports, surveys or
information which it deems necessary, within any budgetary restraints imposed by the
Board;
(h) be exclusively responsible for establishing the selection criteria, selecting, appointing and
setting the terms of reference for any remuneration consultants who advise the
Remuneration Committee;
(i) approve the design of, and determine targets for, any performance related pay schemes
operated by the Company and approve the total annual payments made under such
schemes;
(j) review the design of all share incentive plans for approval by the Board and shareholders.
For any such plans, determine each year whether awards will be made, and if so, the
overall amount of such awards, the individual awards to executive directors, Company
Secretary and other designated senior executives and the performance targets to be used;
(k) determine the policy for, and scope of, pension arrangements for each executive director
and other designated senior executives;
(l) ensure that contractual terms on termination, and any payments made, are fair to the
individual, and the Company, that failure is not rewarded and that the duty to mitigate
loss is fully recognised;
(m) oversee any major changes in employee benefits structures throughout the Company or
the Ophir Group;
(n) agree the policy for authorising claims for expenses from the directors;
(o) work and liaise as necessary with all other Board committees;
(p) take into account, including on recruitment or termination, that remuneration to be paid
by the Company to a director which is outside the shareholder approved policy in place
at the time the payment is made, will require separate shareholder approval; and
(q) review annually the shareholdings of the executive directors in the context of share
ownership guidelines.

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 Corporate Responsibility Committee
The Corporate Responsibility Committee currently comprises the following independent Non-
Executive Directors: Lyndon Powell, Bill Schrader, Alan Booth and Vivien Gibney. Lyndon
Powell acts as chairman.
The role of the Corporate Responsibility Committee is to ensure that appropriate policies and
systems are developed and implemented in order to identify and manage health, safety,
environmental, security, human rights and matters relating to equality and diversity, business
ethics and conduct and any other matter relating to the social, charitable and educational
activities of community projects and risks within all the Company’s operations.

Technical Advisory Committee

The Technical Advisory Committee currently comprises the following Directors: Alan Booth, Bill
Higgs and Bill Schrader. Alan Booth acts as chairman.
The role of the Technical Advisory Committee is to ensure that the technical activities of the
Company are consistent with the overall strategy of the Company. The Board recognises that
the establishment of such a Technical Advisory Committee is not a requirement of the
Corporate Governance Code, nonetheless, its establishment enhances the Board’s ability to
approve appropriate business proposals of a technical nature pertaining to the oil and gas
industry.

Nomination Committee
The Nomination Committee currently comprises the following Directors: Nicholas Smith, Dr
Nicholas Cooper, Ronald Blakely and Lyndon Powell. Nicholas Smith acts as chairman.

6.4 Model Code

Ophir has established and, following Admission, intends to continue to comply with a code of
securities dealing equivalent to the Model Code incorporated into the Listing Rules. The code
applies to the Directors, the Directors’ connected persons and relevant employees of the Ophir
Group.

7 Directors’ confirmations
7.1 Save as disclosed in paragraph 7.2 below, as at the date of this Prospectus none of the
Directors or Senior Management has at any time within the last five years:
(a) convicted in relation to a fraudulent offence; or
(b) at any time been adjudged bankrupt or been the subject of any form of individual
voluntary arrangement; or
(c) been a director of a company at the time of, or within the 12 months preceding the date
of, its receivership, compulsory liquidation, creditors’ voluntary liquidation,
administration, company voluntary arrangement or composition or arrangement with its
creditors generally or any class of creditors; or
(d) been a partner in a partnership at the time of, or within the 12 months preceding the date
of its compulsory liquidation, administration or partnership voluntary arrangement; or
(e) owned any asset which has been placed in receivership or been a partner of any
partnership at the time at which, or within the 12 months preceding the date on which,
any asset of that partnership has been placed in receivership; or
(f) been subject to any public criticism by any statutory or regulatory authority (including a
designated professional body); or
(g) been disqualified by a court from acting as a director of a company or from acting in the
management or conduct of the affairs of any company.
7.2 The following disclosures are made against the confirmations in paragraph 7.1 above:
(a) Mr Ronald Blakely was a director of Oil Sands Quest Inc. when it entered into creditor
protection under the Companies Creditors Arrangement Act of Canada on 29 November
2011; and

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 (b) Mr Nicholas Smith was a director of Japan Opportunities Fund II Limited when it went
into voluntary liquidation on 23 August 2011 pursuant to a resolution of the Company’s
shareholders.

8 Conflicts of interest
8.1 Save as disclosed in this paragraph 8, none of the Directors nor any of the Senior Management
has any potential conflicts of interest between his/her duties to the Company and his/her private
interests or other duties and there are no arrangements or understandings with major
shareholders, customers, suppliers or others pursuant to which any person was selected as a
member of the administrative, management or supervisory bodies or as a member of Senior
Management.
8.2 As at the Latest Practicable Date, Dr Nicholas Cooper held or was interested in 851,600
Salamander Shares and Tony Rouse held or was interested in 185,953 Salamander Shares. Tony
Rouse also holds up to 236,654 options under the Salamander Share Schemes that vest, subject
to performance criteria, in May 2015 and up to 190,903 options under the Salamander Share
Schemes that vest, subject to performance criteria, in April 2016.
8.3 No Director or member of Senior Management was selected to be a director or a senior
manager of Ophir or Salamander pursuant to any arrangement or understanding with any major
customer, supplier or other person having a business connection with the Ophir Group or the
Salamander Group.
8.4 Save as disclosed in this paragraph 8, no other restrictions have been agreed by any Director on
the disposal within a certain period of time of his holding in Ophir securities.
8.5 There are no family relationships between any of the Directors.

9 Directorships and partnerships

Save as set out below, the Directors have not held any directorships of any company, other than
those companies in the Ophir Group which are subsidiaries, or have been a partner in a partnership
at any time in the five years prior to the date of this Prospectus:

Former directorships/
Director Current directorships/partnership partnerships

Nicholas Smith .............................. Aberdeen New Thai Investment 9 Files Limted

Trust plc
Schroder AsiaPacific Fund plc
Dr Nicholas Cooper...................... Siccar Point Energy Limited
Albourne Estate Partnership
Albourne Winery Ltd
Bedlam Brewery Ltd
Bill Higgs.......................................
Ronald Blakely..............................
Alan Booth(1)................................. EnCounter Oil Limited
Fyrd Energy Limited
Integrated Georenewables
(Dorset) Ltd
Groliffe Limited
Oil and Gas Independents
Association
Plus Markets Group plc
Plus Stock Exchange plc
Sorbic International plc
Schroder Asiapacific Fund plc
Asian Citrus Holdings Limited
Totally Independent Directors
Limited
Japan Opportunities Fund II
Ltd
Salamander Energy plc
Mediterranean Oil & Gas plc
Oil Sands Quest Inc.
EnCore Oil plc
EnCore (E&P) Ltd
EnCore (Forbes) Ltd
EnCore (NNS) Ltd
EnCore (SNS) Ltd
EnCord (VOG) Ltd
EnCore (CSS) Ltd
EnCore Exploration Ltd
EnCore Gas Storage Ltd
EnCore Natural Resources Ltd

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 Former directorships/
Director Current directorships/partnership partnerships

EnCore North Sea Ltd

EnCore Oil & Gas Ltd
EnCore Petroleum Ltd
Egdon Resources plc
XEO Exploration plc
Vivien Gibney................................ EnCore Oil plc
Opera North
University of Northampton
Lyndon Powell .............................. Barbican Global Limited
Bill Schrader.................................. CHC Group Ltd
Hess Corporation
Bahamas Petroleum Company
plc

Note:
(1) Alan Booth will be appointed as a non-executive director of InfraStrata plc on 21 January 2015.

10 Employees
10.1 The number of staff employed by the Ophir Group as at each of the three financial years ended
31 December 2011, 31 December 2012 and 31 December 2013 is set out below:

As at 31
Financial year ended December

2013 ................................................................................................................................. 119

2012 ................................................................................................................................. 69
2011 ................................................................................................................................. 56
10.2 As at the Latest Practicable Date, the Ophir Group had 137 employees. Temporary employees
do not represent a significant proportion of the Ophir Group’s employees.
10.3 As at the Latest Practicable Date, the employees of the Ophir Group were employed as follows:

Administration/HR ......................................................................................................... 21
African Assets & Incountry ............................................................................................ 8
Finance/C&P/Investor Relations..................................................................................... 34
Commercial/Corporate Services/IT ................................................................................. 19
Legal/Co-Sec ................................................................................................................... 8
Drilling/HSE ................................................................................................................... 12
Executive ......................................................................................................................... 3
Geoscience....................................................................................................................... 26
M&A/New Business ........................................................................................................ 6

Total ................................................................................................................................ 137

10.4 The average number of staff employed by the Salamander Group for the three years ended
31 December 2011, 31 December 2012 and 31 December 2013 is set out below:

Average
number of
Financial year ended employees

31 December 2013........................................................................................................... 184

31 December 2012........................................................................................................... 210
31 December 2011........................................................................................................... 212
10.5 As at the Latest Practicable Date, the Salamander Group had 204 employees. Temporary
employees do not represent a significant proportion of the Salamander Group’s employees.

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10.6 As at the Latest Practicable Date, the employees of the Salamander Group were employed as
follows:

HR/Support Services....................................................................................................... 17
Operations/projects/production/logistics ......................................................................... 36
Finance/External Relations ............................................................................................. 54
Commercial/IT ................................................................................................................ 17
Legal................................................................................................................................ 6
Drilling/Work Over/HSE ................................................................................................ 16
General Managers........................................................................................................... 3
Executive ......................................................................................................................... 3
Procurement .................................................................................................................... 16
Geoscience....................................................................................................................... 27
New Business .................................................................................................................. 9

Total ................................................................................................................................ 204

11 Ophir share schemes

The Company has four Plans, the principal terms of which are described below. The Company
does not intend to grant new options under the Foundation Incentive Scheme. The Company
will continue to operate the 2006 Share Option Plan, the Long Term Incentive Plan 2011 and
the Deferred Share Plan 2012.

11.1 The Foundation Incentive Scheme

11.1.1 Introduction
The Foundation Incentive Scheme entitles employees of the Company and of any other
company controlled by the Company that the Directors may nominate (a ‘‘Participating
Company’’) to be granted options over Ophir Shares at an exercise price equal to the
nominal value of an Ophir Share. Options may be exercised subject to any vesting
conditions being satisfied.

11.1.2 Vesting conditions

Options granted under the Foundation Incentive Scheme may be subject to vesting
conditions set by the Board at the time of grant.

11.1.3 Exercise and lapse

Options may be exercised on a date determined by the Board at the time of grant.
Options may not be exercised after the tenth anniversary of grant.

11.1.4 Effect of leaving employment

If a participant leaves employment, their option will normally lapse. However, if a
participant leaves employment because of injury, ill health, disability, redundancy, or
retirement at least one year after grant, or because their employer is sold, or for any
other reason that the Directors allow, their options will vest on leaving employment and
may be exercised within 12 months after leaving.

11.1.5 Change of control, merger or other reorganisation

On a change of control, merger or other reorganisation, options will become exercisable
immediately.

11.1.6 Amendments
The Board can amend the Foundation Incentive Scheme as they consider appropriate. The
approval of participants will be required for any amendment which is to their
disadvantage.
The Board can, without participant approval, make amendments which relate to any
changes in legislation, or which will obtain or maintain favourable tax, exchange control
or regulatory treatment for the Company, any Participating Company or any participant.

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 11.1.7 General
Shares issued under the Foundation Incentive Scheme will rank equally with shares of the
same class and issue on the date of allotment except in respect of rights arising by
reference to a prior record date.
If the Company pays a special dividend or a dividend in specie or effects a demerger or a
rights issue, or if there is a variation in the share capital of the Company (e.g. a
consolidation or subdivision or reduction of capital), the Board can adjust the number or
type of shares subject to an option and/or the exercise price.

11.2 The 2006 Share Option Plan

11.2.1 Introduction
The 2006 Share Option Plan enables directors and other employees of the Ophir Group
to be granted options over Ophir Shares. The option price will be set by the
Remuneration Committee at the time of grant, and will not be less than the nominal
value of an Ophir Share.
11.2.2 Eligibility
Any director and employee of the Ophir Group who is required to devote to his duties
substantially the whole of his working time is eligible to participate in the 2006 Share
Option Plan. The Remuneration Committee decides who is granted options and on what
basis.
11.2.3 Timing of grants
Options will only be granted within 42 days of any announcement of results to the
London Stock Exchange, unless the Remuneration Committee decides that there are
exceptional circumstances, in which case options may be granted at other times.
Options may not be granted after 26 April 2016.
11.2.4 Performance conditions
Options may be subject to performance conditions which will be set by the Remuneration
Committee at the time of grant.
11.2.5 Exercise of options
Options will become exercisable (subject to any performance conditions) on the dates
determined by the Directors pursuant to a vesting schedule, but in any event will not
become exercisable within one year of being granted and provided that no more than half
of the options will become exercisable on each of the first and second anniversaries of
grant. Options will lapse, at the latest, 10 years after grant unless a shorter period is
imposed at the time of grant.
On death, options are exercisable for a twelve month period to the extent they have then
become exercisable and, if the Company permits, to the extent they have not.
11.2.6 Effect of leaving employment
If a participant leaves employment their options which have not yet become exercisable
will lapse.
Options that have already become exercisable may be exercised until the tenth anniversary
of grant.
If a participant is dismissed for cause, or resigns in circumstances in which he could have
been dismissed for cause (had those circumstances been known at the time), all options
(whether or not they are exercisable) will immediately lapse.
11.2.7 Change of control, merger or other reorganisation
On a change of control, options will normally become exercisable.
11.2.8 Plan limits
In any 10-year period, shares issued and commitments to issue shares under the 2006
Share Option Plan combined with all other employee share plans operated by the
Company may not exceed ten per cent. of the issued ordinary share capital of the
Company.

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 In addition, other than grants made on an all-employee basis, in any five-year period,
shares issued and commitments to issue new Ophir Shares under the 2006 Share Option
Plan combined with all other discretionary employee share plans operated by the
Company may not exceed five per cent. of the issued ordinary share capital of the
Company.
These limits do not include options granted under the Foundation Incentive Scheme or
options granted under the 2006 Share Option Plan prior to the Initial Public Offering.

11.2.9 Amendments
The Remuneration Committee can amend the 2006 Share Option Plan as it considers
appropriate. The approval of shareholders in general meeting will be required prior to any
amendment which is to the advantage of participants which relates to:
(a) eligibility;
(b) plan limits;
(c) the basis for determining entitlement; or
(d) adjustment of awards on variation in the Company’s share capital.
The Remuneration Committee can, without shareholder approval, change performance
conditions and make minor amendments which will benefit the administration of the 2006
Share Option Plan or which relate to any changes in legislation, or which will obtain or
maintain favourable tax, exchange control or regulatory treatment for any Participating
Company or other participant.

11.2.10 General
Ophir Shares issued under the 2006 Share Option Plan will rank equally with shares of
the same class and issue on the date of allotment except in respect of rights arising by
reference to a prior record date.
If the Company pays a special dividend or a dividend in specie or effects a demerger or a
rights issue, or if there is a variation in the share capital of the Company (e.g. a
consolidation or subdivision or reduction of capital), the Directors or a duly authorised
committee can adjust the number or type of shares subject to an option and/or the
exercise price.
Options are not transferable.
Benefits under the 2006 Share Option Plan are not pensionable.

11.3 The Long Term Incentive Plan 2011

11.3.1 Introduction
The Long Term Incentive Plan enables executive directors and other employees of the
Ophir Group to be granted awards over Ophir Shares. These may take the form of rights
to automatically receive Ophir Shares for free on vesting or options with an exercise price
set by the Remuneration Committee at the time of grant (which may be zero).

11.3.2 Eligibility
Any employee of the Ophir Group or any designated associated company (including an
executive director) is eligible to participate in the Long Term Incentive Plan. The
Remuneration Committee decides who is granted awards and on what basis.

11.3.3 Timing of grants

Awards will only be granted within 42 days of any announcement of results to the
London Stock Exchange, unless the Remuneration Committee decides that there are
exceptional circumstances, in which case awards may be granted at other times.
Awards may not be granted after the tenth anniversary of the Initial Public Offering.
Awards may not be granted to Australian employees after the seventh anniversary of the
Initial Public Offering.

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11.3.4 Individual limits
The market value of Ophir Shares subject to awards granted to any one person in any
financial year (taken at the time of award) must not be more than 200 per cent. (or 300
per cent. if the Remuneration Committee determines that there are exceptional
circumstances) of his annual basic salary. This limit does not apply to certain awards
which have been granted to the Chief Executive Officer of the Company.
11.3.5 Performance conditions
Except in exceptional circumstances (such as a new hire) vesting of awards must be
subject to the satisfaction of one or more performance conditions which will be set by the
Remuneration Committee at the time of grant.
Awards will normally vest on the third anniversary of the date of grant (unless the
Remuneration Committee decides otherwise) to the extent that any performance condition
is satisfied.
11.3.6 Vesting of awards
Awards will normally vest on the third anniversary of the date of grant (unless the
Remuneration Committee decides otherwise), to the extent that any performance condition
is satisfied.
Awards may include a right to a payment on or after vesting linked to the value of
dividends paid on the Ophir Shares up to the date of vesting or exercise. This may be
paid in cash or in Ophir Shares.
An option will become exercisable to the extent the award vests. An option with an
exercise price which is equal to or less than the nominal value of an Ophir Share will
lapse, at the latest, 12 months after it becomes exercisable and other options will normally
lapse, at the latest, 10 years after grant, or seven years in the case of Australian
employees, unless the Remuneration Committee sets another period at the time of grant.
The Remuneration Committee may resolve to pay a cash amount equal to the value of an
award instead of issuing or transferring Ophir Shares following the exercise of awards.
The Remuneration Committee may resolve to require an award holder to pay an amount
equal to the nominal value of an Ophir Share in respect of each Ophir Share which is
subject to award upon exercise of an award.
The Remuneration Committee may, for a limited period of time, adjust awards in the
event of a misstatement in the accounts of the Company.
Special provisions apply to awards granted prior to the Initial Public Offering and in
relation to awards granted to employees who are resident in Australia.
11.3.7 Effect of leaving employment
If a participant leaves employment, his unvested awards will normally lapse. Awards will
also lapse if a participant leaves for cause.
However, if a participant leaves employment because of injury, ill health, disability,
redundancy, or because his employer is sold or for any other reason that the Board
allows, the unvested award will continue in effect or the Remuneration Committee may
allow it to vest on leaving to the extent any performance conditions are then met. Unless
the Remuneration Committee decides otherwise, the level of vesting will be reduced on a
pro rata basis (in addition to any reduction under the performance condition) to take
account of the fact that the participant left early.
If an option vests on or after leaving, it is only exercisable for six months. If a
participant dies, his award vests immediately and may be exercised for a six-month
period.
11.3.8 Change of control, merger or other reorganisation
On a change of control, demerger, delisting, distribution (other than an ordinary dividend)
or other transaction, which, in the opinion of the Remuneration Committee, might affect
the current or future value of any award, the Remuneration Committee may allow awards
to vest to the extent any performance condition is satisfied to the date of the relevant
event. Unless the Remuneration Committee decides otherwise, the level of vesting will also
be reduced on a pro rata basis to take account of the fact that the award is vesting early.

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 Awards may instead be exchanged for equivalent awards over shares in any company
which acquires control of the Company.
11.3.9 Plan limits
In any ten-year period, shares issued and commitments to issue shares under the Long
Term Incentive Plan combined with all other employee share plans operated by the
Company may not exceed ten per cent. of the issued ordinary share capital of the
Company.
In addition, in any ten-year period, shares issued and commitments to issue new Ophir
Shares under the Long Term Incentive Plan combined with all other discretionary
employee share plans adopted by the Company may not exceed five per cent. of the
issued ordinary share capital of the Company.
These limits do not include awards/options granted or shares issued under any plan before
the Initial Public Offering. Treasury shares will be counted as newly issued shares for
these purposes.
11.3.10 Amendments
The Remuneration Committee can amend the Long Term Incentive Plan as it considers
appropriate. However, the approval of shareholders in general meeting will be required
prior to any amendment which is to the advantage of participants which relates to:
(a) eligibility;
(b) individual and plan limits;
(c) the rights attaching to awards and Ophir Shares; or
(d) adjustment of awards on variation in the Company’s share capital.
The Remuneration Committee, without shareholder approval, can waive or change a
performance condition in accordance with its terms or if anything happens which causes it
reasonably to consider it appropriate to do so and can make minor amendments which
will benefit the administration of the Long Term Incentive Plan or which relate to any
changes in legislation, or which will obtain or maintain favourable tax, exchange control
or regulatory treatment for the Company, any subsidiary or any present or future
participant.
11.3.11 General
Shares issued under the Long Term Incentive Plan will rank equally with shares of the
same class and issue on the date of allotment except in respect of rights arising by
reference to a prior record date.
If the Company pays a special dividend or a dividend in specie or effects a demerger or a
rights issue, or if there is a variation in the share capital of the Company (e.g. a
consolidation or subdivision or reduction of capital), the Remuneration Committee can
adjust the number or type of shares subject to an award and/or the exercise price of an
option.
Awards are not transferable.
Benefits under the Long Term Incentive Plan are not pensionable.

11.4 The Deferred Share Plan

11.4.1 The Deferred Share Plan 2012 was approved by Ophir Shareholders at the 2012 AGM. It
is intended to facilitate the deferral of a portion of participants’ annual bonuses into
Ophir Shares.
11.4.2 Eligibility
All employees (including executive directors) of the Company and any of its subsidiaries
may be granted awards under the Deferred Share Plan 2012.
11.4.3 Grant
The Remuneration Committee has absolute discretion to select the persons to whom
awards may be granted and, subject to the limits set out below, in determining the
number of Ophir Shares to be subject to each award.

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 Awards may be granted during the period of 42 days commencing on: (a) the date of the
preliminary announcement of the Company’s annual results or the announcement of its
half-yearly results in any year; or (b) any other time fixed by the Remuneration
Committee where, in its discretion, circumstances are considered to be exceptional so as to
justify the grant of awards.
11.4.4 Plan Limits
On any date, no award may be granted by the Company under the Deferred Share Plan
2012 if, as a result, the aggregate nominal value of Ophir Shares issued or issuable
pursuant to awards granted during the previous ten years under:
(a) the Deferred Share Plan 2012 or any other employees’ share scheme, profit sharing
scheme or employee share ownership plan adopted by the Company would exceed
ten per cent. of the nominal value of the share capital of the Company in issue on
that date; or
(b) under the Deferred Share Plan 2012 or any other discretionary employees’ share
scheme adopted by the Company would exceed five per cent. of the nominal value
of the share capital of the Company in issue on that date.
For the purposes of the limits set out above, Ophir Shares will only be counted as
‘‘issued or issuable’’ to the extent to which they have been issued (or there is an intention
for them to be issued).
11.4.5 Dividends
Until an award has been exercised and the Ophir Shares have been transferred or issued
to an award holder, such award holder shall have no entitlement to any dividends or
other distributions payable by reference to a record date preceding the date of such
transfer or issue. If, at any time, a dividend or other cash distribution is paid by the
Company in respect of its shares, the number of Ophir Shares under each award then
subsisting shall be increased to reflect the value of the dividend. The number of Ophir
Shares to be added to an award (‘‘Dividend Equivalent Shares’’) shall equate to such
number of Ophir Shares as could have been purchased, at the share price prevailing on
the date the dividend is paid, from an amount equal to the dividend paid on each Ophir
Share multiplied by the number of Ophir Shares under the award. In the event that an
award does not vest and become exercisable, such award shall also cease to be exercisable
in respect of any Dividend Equivalent Shares.
Dividend Equivalent Shares that have been issued and any Dividend Equivalent Shares
that have been notionally added to an award shall be taken into account for the purposes
of applying the plan limits set out above. Any potential right to receive additional
Dividend Equivalent Shares in the future shall not, however, be taken into account.
11.4.6 Vesting and exercise of awards
Normally, an award may only be exercised following the vesting date of such award
which will normally be the third anniversary of the date of grant (‘‘Vesting Date’’),
provided that the participant is still an employee. No award is capable of exercise more
than ten years after its date of grant and will lapse on the tenth anniversary of its date of
grant. Certain awards held by Australian employees will be exercised automatically upon
the Vesting Date.
If an award holder ceases to be employed within the Company’s group by reason of
injury, ill health or disability (evidenced to the satisfaction of the Remuneration
Committee), redundancy or retirement, or upon the sale or transfer out of the Company’s
group of the company or undertaking employing him, such an award holder will generally
be entitled to exercise his award following the Vesting Date. The Remuneration
Committee will however have a discretion to determine that his award may be exercised
within six months following the date of cessation of employment. In the event of cessation
of employment of the award holder by reason of his death, his personal representatives
will be entitled to exercise the award within twelve months following the date of his
death. If an award holder based in Australia ceases employment in any of the
circumstances set out above, his award may be exercised within six months following the
date of cessation of employment subject to any restrictions imposed by Australian law
(certain awards held by Australian employees will be exercised automatically upon

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 cessation of employment). If an award holder ceases to be employed within the
Company’s group for any reason not set out above, his award will generally lapse in full.
However, the Remuneration Committee may determine, in its absolution discretion, to
allow awards to be retained in these circumstances. Exercise of awards is also possible
earlier than the Vesting Date in the event of a takeover, a scheme of arrangement under
Part 26 of the Companies Act being sanctioned by the court or the voluntary winding up
of the Company. In the case of a takeover of the Company or the transfer out of the
Company’s group of the undertaking employing the award holder concerned, the
Remuneration Committee may allow the award to be exercised immediately before, but
with effect from, the takeover or the transfer of the undertaking concerned.
The Remuneration Committee may determine, in its absolute discretion that: (a) an award
will be satisfied with a cash payment which is equal in value to the Ophir Shares which
are subject to award; or (b) the participant shall pay an exercise price per Ophir Share
which is equal to the nominal value of an Ophir Share as a condition of exercise of his
award.
11.4.7 General
The Deferred Share Plan 2012 allows for the exercise of an award to be satisfied by either
the issue of Ophir Shares, the transfer of Ophir Shares held by an existing shareholder
who has agreed to satisfy the exercise of the award or by the transfer of Ophir Shares
held in treasury.
Awards are not capable of transfer or assignment.
Until awards are exercised, award holders have no voting or other rights in relation to
the Ophir Shares subject to those awards. Ophir Shares allotted pursuant to the exercise
of an award will rank pari passu in all respects with the Ophir Shares already in issue.
Ophir Shares transferred on the exercise of an award shall be transferred without the
benefit of any rights attaching to the Ophir Shares by reference to a record date preceding
the date of that exercise.
Benefits obtained under the Deferred Share Plan 2012 are not pensionable.
The number of Ophir Shares subject to award and their nominal value may be adjusted
by the Remuneration Committee in the event of any capitalisation issue or rights issue
(other than an issue of Ophir Shares pursuant to the exercise of an option given to the
shareholders of the Company to receive shares in lieu of a dividend) or rights offer or
any other variation in the share capital of the Company including (without limitation) any
consolidation, subdivision or reduction of capital.
The Deferred Share Plan 2012 may be terminated at any time by resolution of the Board
and shall in any event terminate on the tenth anniversary of its adoption so that no
further awards can be granted under the Deferred Share Plan 2012 after such termination.
Termination shall not affect the outstanding rights of existing award holder.
11.4.8 Amendments
The Remuneration Committee may amend the provisions of the Deferred Share Plan
2012. The rules of the Deferred Share Plan 2012 which relate to: (i) the persons to whom
Ophir Shares are provided under the Deferred Share Plan 2012; (ii) the limits on the
number of Ophir Shares which may be issued under the Deferred Share Plan 2012; (iii)
the basis for determining an award holder’s entitlement to Ophir Shares or awards; and
(iv) the basis for determining the adjustment of any award granted under the Deferred
Share Plan 2012 following any increase or variation in the share capital of the Company
cannot be amended to the advantage of any award holder or potential award holder
without the prior approval of the Company in general meeting except for minor
amendments to benefit the administration of the Deferred Share Plan 2012, to take
account of any change in legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for award holders or any Ophir Group company.

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 PART XI

ADDITIONAL INFORMATION

1 The Company
1.1 The Company was incorporated on 18 February 2004 in England and Wales and registered
under the Companies Act as a private company limited by shares with registered number
05047425 and with the name ‘‘Ophir Energy Company Limited’’. On 12 September 2007 the
Company was re-registered as a public limited company and changed its name to ‘‘Ophir Energy
plc’’.

1.2 The principal legislation under which the Company was formed and under which the Company
operates is the Companies Act 1985 and the Companies Act respectively. The Company is
domiciled in the United Kingdom.

1.3 The address and telephone number of the registered office of the Company is Level Four, 123
Victoria Street, London, SW1E 6DE, telephone +44 (0)20 7811 2400.

1.4 By resolution of the Ophir Shareholders dated 21 May 2014, Ernst & Young LLP, whose
address is One More London Place, London SE1 2AF was reappointed as the auditor of the
Company. Ernst & Young LLP is registered to carry out audit work by the Institute of
Chartered Accountants in England and Wales.

2 Share capital

2.1 Share capital summary

2.1.1 On 1 January 2011, being the beginning of the period covered by the financial
information in this Prospectus, the issued share capital of the Company was made up as
follows:

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 225,345,528 £563,363.82 Fully paid

2.1.2 During the 2011 financial year, the Company issued 101,778,373 Ophir Shares, after
which the issued share capital of the Company was made up as follows:

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 327,123,901 £817,809.7525 Fully paid

2.1.3 During the 2012 financial year, the Company issued 72,880,288 Ophir Shares, after which
the issued share capital of the Company was made up as follows:

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 400,004,189 £1,000,010.4725 Fully paid

2.1.4 As at 31 December 2013, being the latest date to which audited accounts for the
Company have been prepared, the issued share capital of the Company, was made up as
follows:

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 591,961,422 £1,479,903.555 Fully paid

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 2.1.5 The issued share capital of the Company as at the Latest Practicable Date is made up as
follows (including 18,139,530 Ophir Shares held in treasury):

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 593,326,444 £1,483,316.11 Fully paid

2.1.6 The issued share capital of the Company as it is expected to be after the issue of the
New Ophir Shares and immediately following Admission(1) will be made up as follows:

Issued
Class of Shares Number Nominal Amount Fully Paid

Ophir Shares ............. 746,489,617 £1,866,224.0425 Fully paid

(1) Calculated by reference to the issued share capital of the Company of 593,326,444 Existing Ophir Shares as at the
Latest Practicable Date (including 18,139,530 Ophir Shares held in treasury) and on the assumption that: (a)
153,163,173 New Ophir Shares are issued on the Effective Date in connection with the Transaction; and (b) Ophir
does not issue any further new Ophir Shares or undertake any buybacks of Ophir Shares in the period between the
Latest Practicable Date and the Effective Date.
2.1.7 Details of the total number of options (all granted for nil consideration to employees of
Ophir) under the Ophir Share Schemes outstanding as at the Latest Practicable Date are
as follows:
Number of
Ophir
Shares Exercise
Date of under price Vesting
Type of Plan grant option (£) date

Foundation Incentive Scheme ........... 24/11/2005 11,563 0.0025 10/04/2008

2006 Share Option Plan .................... 30/05/2006 57,816 1.729611 30/05/2007
31/05/2006 57,816 1.729611 30/05/2008
01/06/2006 173,449 1.729611 30/05/2007
02/06/2006 173,449 1.729611 30/05/2008
03/06/2006 500 1.729611 30/05/2007
07/06/2006 53,102 1.729611 30/05/2007
08/06/2006 346,898 1.729611 30/05/2008
29/06/2007 1,038,511 1.989053 29/06/2009
01/09/2008 335,331 2.162014 31/08/2009
01/09/2008 315,096 2.162014 31/08/2010
08/03/2011 123,726 2.162014 08/03/2013
01/06/2011 578,164 2.162014 01/06/2013
Long Term Incentive Plan ................ 26/05/2011 57,816 0.00 26/05/2014
22/11/2011 23,126 0.00 26/05/2014
Deferred Share Plan .......................... 02/08/2012 5,268 0.00 26/11/2014
02/08/2012 71,896 0.00 02/08/2015
26/03/2013 172,974 0.00 26/03/2016
24/03/2014 577,079 0.00 24/03/2017
2.1.8 The Ophir Shares are in registered form and are capable of being held in certificated and
uncertificated form. The Ophir Shares are admitted to CREST and are capable of being
traded in CREST. The records in respect of Ophir Shares held in uncertificated form are
maintained by Euroclear UK and Ireland Limited and Equiniti.

2.2 Existing Shareholder authorities

2.2.1 Pursuant to the Companies Act, with effect from 1 October 2009, the concept of
authorised share capital was abolished and accordingly there is no limit on the maximum
amount of shares that may be allotted by the Company.

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 2.2.2 Pursuant to a resolution of the Company dated 21 May 2014, the Directors are generally
and unconditionally authorised, in substitution for all subsisting authorities, pursuant to
Section 551 of the Companies Act, to allot shares in the Company and to grant rights to
subscribe for or to convert any security into shares in the Company:

(i) up to an aggregate nominal amount of £492,500 which is approximately one-third of

the current issued ordinary share capital (excluding any shares held in treasury) as at
4 April 2014; and

(ii) in connection with a rights issue in favour of ordinary shareholders up to a

maximum nominal value of £985,000, as reduced by the nominal amount of any
shares issued under paragraph (i) above. This amount (before any reduction)
represents approximately two-thirds of the company’s current issued ordinary share
capital (excluding any shares held in treasury) as at 4 April 2014.

These authorities will expire at the end of the company’s next AGM or on 30 June 2015,
whichever is the earlier. The Board will continue to seek to renew these authorities at
each AGM in accordance with current best practice from time to time.

2.2.3 Pursuant to a special resolution of the Company dated 21 May 2014, the Directors are
generally and unconditionally empowered pursuant to Section 570 of the Companies Act
to allot equity securities (as defined in Section 560(2) of the Companies Act) pursuant to
the authority conferred by the resolution in paragraph 2.2.2 above as if Section 561(1) of
the Companies Act did not apply to any such allotment, provided that this power is
limited to a rights issue or an open offer or other offer of securities (not being a rights
issue) or otherwise than in connection with a pre-emptive basis, up to an aggregate
nominal amount of £73,750, being approximately five per cent. of the total ordinary
share capital of the Company in issue as at 4 April 2014.

This authority will expire at the end of the Company’s next AGM or on 30 June 2015,
whichever is the earlier.

The Board intends to adhere to the provisions in the Pre-emption Group’s Statement of
Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to
a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent. of the
total issued ordinary share capital of the Company within a rolling three-year period
without prior consultation with Shareholders.

2.2.4 Pursuant to a special resolution of the Company dated 21 May 2014 and in accordance
with the Ophir Articles and Section 701 of the Companies Act, the Company is
unconditionally and generally authorised for the purposes of Section 693 of the
Companies Act to make market purchases (as defined in Section 693(4) of the Companies
Act) of Ophir Shares, provided that the maximum aggregate number of shares authorised
to be purchased is 59,200,000 ordinary shares until the end of the next AGM or 30 June
2015, whichever is the earlier. This represents ten per cent. of the ordinary shares in issue
as at 4 April 2014 (excluding shares held in treasury) and the Company’s exercise of this
authority is subject to the stated upper and lower limits on the price payable which
reflect the requirements of the Listing Rules.

3 Summary of the Ophir Articles of Association

The Company’s Articles of Association (the ‘‘Articles’’) which were adopted by special resolution
passed on 28 June 2011 contain, among others, provisions to the following effect:

3.1 Respective rights of different classes of shares

Without prejudice to any rights attached to any Existing Ophir Shares, the Company may issue
shares with such rights or restrictions as determined by either the Company by ordinary
resolution or, if the Company passes a resolution to so authorise them, the Directors. The
Company may also issue shares which are, or are liable to be redeemed at the option of the
Company or the holder and the Directors may determine the terms, conditions and manner of
redemption of any such shares.

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3.2 Allotment and pre-emption
3.2.1 The Directors shall be generally and unconditionally authorised pursuant to and in
accordance with Section 551 of the Companies Act to exercise for each Allotment Period
all the powers of the Company to allot relevant securities up to an aggregate nominal
amount equal to the Section 551 Amount.
3.2.2 During each Allotment Period the Directors shall be empowered to allot equity securities
wholly for cash pursuant to and within the terms of the authority to allot such securities
and to sell treasury shares wholly for cash (i) in connection with a pre-emptive offer; and
(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate amount
equal to the Section 561 Amount, as if Section 561(1) of the Companies Act did not
apply to any such allotment or sale.
3.2.3 By such authority and power, the Directors may, during the Allotment Period, make
offers or agreements which would or might require securities to be allotted or sold after
the expiry of such period. For the purposes of this paragraph 3.2.3:
(a) ‘‘Allotment Period’’ means any other period (not exceeding five years on any
occasion) for which the authority conferred by the Articles is renewed by resolution
of the Company in general meeting stating the Section 551 Amount;
(b) The ‘‘Section 551 Amount’’ means the amount specified by resolution of the
Company;
(c) The ‘‘Section 561 Amount’’ means the amount specified by resolution of the
Company;
(d) ‘‘pre-emptive offer’’ means an offer of equity securities open for acceptance for a
period fixed by the Directors to (i) holders (other than the Company) on the register
on a record date fixed by the Directors of ordinary Ophir Shares in proportion to
their respective holdings (for which purpose holdings in certificated and
uncertificated form may be treated as separate holdings) but subject to such
exclusions or other arrangements as the Directors may deem necessary or expedient
in relation to fractional entitlements or legal or practical problems under the laws of,
or the requirements of any recognised regulatory body or any stock exchange in, any
territory; and
(e) The nominal amount of any securities shall be taken to be, in the case of rights to
subscribe for or to convert any securities into shares of the Company, the nominal
amount of such shares which may be allotted pursuant to such rights.

3.3 Voting rights

At a general meeting, subject to any special rights or restrictions attached to any class of shares:
3.3.1 on a show of hands, every member present in person and every duly appointed proxy
present shall have one vote;
3.3.2 on a show of hands, a proxy has one vote for and one vote against the resolution if the
proxy has been duly appointed by more than one member entitled to vote on the
resolution and the proxy has been instructed:
(a) by one or more of those members to vote for the resolution and by one or more
other of those members to vote against it; or
(b) by one or more of those members to vote either for or against the resolution and by
one or more other of those members to use his discretion as to how to vote; and
(c) on a poll, every member present in person or by proxy has one vote for every share
held by him.
3.3.3 A proxy shall not be entitled to vote on a show of hands or on a poll where the member
appointing the proxy would not have been entitled to vote on the resolution had he been
present in person.
3.3.4 Unless the Directors resolve otherwise, no member shall be entitled to vote either
personally or by proxy or to exercise any other right in relation to general meetings if
any call or other sum due from him to the Company in respect of that share remains
unpaid.

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3.4 Variation of rights
3.4.1 Whenever the share capital of the Company is divided into different classes of shares, the
special rights attached to any class may be varied or abrogated either with the written
consent of the holders of three-quarters in nominal value of the issued shares of the class
(excluding shares held as treasury shares) or with the sanction of a special resolution
passed at a separate meeting of the holders of the shares of the class (but not otherwise),
and may be so varied or abrogated either while the Company is a going concern or
during or in contemplation of a winding-up.
3.4.2 The special rights attached to any class of shares will not, unless otherwise expressly
provided by the terms of issue, be deemed to be varied by (a) the creation or issue of
further shares ranking, as regards participation in the profits or assets of the Company,
in some or all respects equally with them but in no respect in priority to them, or (b) the
purchase or redemption by the Company of any of its own shares.

3.5 Transfer of shares

3.5.1 Transfers of certificated shares must be effected in writing, and signed by or on behalf of
the transferor and, except in the case of fully paid shares, by or on behalf of the
transferee. The transferor shall remain the holder of the shares concerned until the name
of the transferee is entered in the register of members in respect of those shares.
Transfers of uncertificated shares may be effected by means of a relevant system (i.e.
CREST) unless the CREST Regulations provide otherwise.
3.5.2 The Directors may decline to register any transfer of a certificated share, unless (a) the
instrument of transfer is in respect of only one class of share, (b) the instrument of
transfer is lodged at the transfer office, duly stamped if required, accompanied by the
relevant share certificate(s) or other evidence reasonably required by the Directors to
show the transferor’s right to make the transfer or, if the instrument of transfer is
executed by some other person on the transferor’s behalf, the authority of that person to
do so, and (c) the certificated share is fully paid up.
3.5.3 The Directors may, in their absolute discretion, refuse to register any transfer of shares
in certified form which are not fully paid, provided that the refusal does not prevent
dealings in shares of that class in the Company from taking place on an open and
proper basis.
3.5.4 The Directors may refuse to register an allotment or transfer of shares in favour of more
than four persons jointly.

3.6 Restrictions where notice not complied with

If any person appearing to be interested in shares (within the meaning of Part 22 of the
Companies Act) has been duly served with a notice under Section 793 of the Companies Act
(which confers upon public companies the power to require information as to interests in its
voting shares) and is in default for a period of 14 days in supplying to the Company the
information required by that notice:
3.6.1 the holder of those shares shall not be entitled to attend or vote (in person or by proxy)
at any shareholders’ meeting, unless the Directors otherwise determine; and
3.6.2 the Directors may in their absolute discretion, where those shares represent 0.25 per cent.
or more of the issued shares of a relevant class, by notice to the holder direct that:
(a) any dividend or part of a dividend (including shares issued in lieu of a dividend) or
other money which would otherwise be payable on the shares will be retained by the
Company without any liability for interest; and/or
(b) (with various exceptions set out in the Articles) transfers of the shares will not be
registered.

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3.7 Forfeiture and lien
3.7.1 If a member fails to pay in full any sum which is due in respect of a share on or before
the due date for payment, then, following notice by the Directors requiring payment of
the unpaid amount with any accrued interest and any expenses incurred, such share may
be forfeited by a resolution of the Directors to that effect (including all dividends
declared in respect of the forfeited share and not actually paid before the forfeiture).
3.7.2 A member whose shares have been forfeited will cease to be a member in respect of the
shares, but will remain liable to pay the Company all monies which at the date of
forfeiture were presently payable together with interest. The Directors may in their
absolute discretion enforce payment without any allowance for the value of the shares at
the time of forfeiture or for any consideration received on their disposal, or waive
payment in whole or part.
3.7.3 The Company shall have a lien on every share that is not fully paid for all monies called
or payable at a fixed time in respect of such share. The Company’s lien over a share
takes priority over the rights of any third party and extends to any dividends or other
sums payable by the Company in respect of that share.
3.7.4 The Directors may waive any lien which has arisen and may resolve that any share shall
for some limited period be exempt from such a lien, either wholly or partially.
3.7.5 A share forfeited or surrendered shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of either to any person (including the person who
was, before such forfeiture or surrender, the holder of that share or entitled to it) on
such terms and in such manner as the Directors think fit. The Company may deliver an
enforcement notice in respect of any share if a sum in respect of which a lien exists is
due and has not been paid. The Company may sell any share in respect of which an
enforcement notice, delivered in accordance with the Articles, has been given if such
notice has not been complied with. The proceeds of sale shall first be applied towards
payment of the amount in respect of the lien to the extent that amount was due on the
date of the enforcement notice, and then on surrender of the share certificate for
cancellation, to the person entitled to the shares immediately prior to the sale.

3.8 General meetings

3.8.1 Annual general meeting
An annual general meeting shall be held in each period of six months beginning with the
day following the Company’s accounting reference date, at such place or places, date and
time as may be decided by the Directors.
3.8.2 Convening of general meeting
The Directors may, whenever they think fit, call a general meeting.
3.8.3 Notice of general meetings, etc.
Notice of general meetings shall be given to all members other than those members who
are not entitled to receive such notices from the Company under the provisions of the
Articles. The Company may determine that only those persons entered on the register at
the close of business on a day decided by the Company, such day being no more than 21
days before the day that notice of the meeting is sent, shall be entitled to receive such a
notice.
For the purposes of determining which persons are entitled to attend or vote at a
meeting, and how many votes such persons may cast, the Company must specify in the
notice of the meeting a time, not more than 48 hours before the time fixed for the
meeting, by which a person must be entered on the register in order to have the right to
attend or vote at the meeting. The Directors may in their discretion resolve that, in
calculating such period, no account shall be taken of any part of any day that is not a
working day (within the meaning of Section 1173 of the Companies Act).
3.8.4 Quorum
No business other than the appointment of a chairman shall be transacted at any general
meeting unless a quorum is present at the time when the meeting proceeds to business.
Two members present in person or by proxy shall be a quorum.

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 3.8.5 Conditions of admission
The Directors may require attendees to submit to searches or put in place such
arrangements or restrictions as they think fit to ensure the safety and security of
attendees at a general meeting. Any member, proxy or other person who fails to comply
with such arrangements or restrictions may be refused entry to, or removed from, the
general meeting.
The Directors may decide that a general meeting shall be held at two or more locations
to facilitate the organisation and administration of such meeting. A member present in
person or by proxy at the designated ‘‘satellite’’ meeting place may be counted in the
quorum and may exercise all rights that they would have been able to exercise if they
had been present at the principal meeting place. The Directors may make and change
from time to time such arrangements as they shall in their absolute discretion consider
appropriate to:
(a) ensure that all members and proxies for members wishing to attend the meeting can
do so;
(b) ensure the safety of persons attending the meeting and the orderly conduct of the
meeting; and
(c) restrict the numbers of members and proxies at any one location to such number as
can safely and conveniently be accommodated there.

3.9 Directors
3.9.1 General powers
The Directors shall manage the business and affairs of the Company and may exercise all
powers of the Company other than those that are required by the Companies Act or by
the Articles to be exercised by the Company at the general meeting.
3.9.2 Number of Directors
The Directors shall not be less than two or more than 15 in number save that the
Company may, by ordinary resolution, from time to time vary the minimum number
and/or maximum number of Directors.
3.9.3 Share qualification
A Director shall not be required to hold any shares of the Company by way of
qualification. A director who is not a member of the Company shall nevertheless be
entitled to attend and speak at general meetings.
3.9.4 Directors’ fees
Directors’ fees are determined by the Directors from time to time except that the
ordinary remuneration of Directors who do not hold executive office for their services
may not exceed £5 million per annum in aggregate or such higher amount as may from
time to time be determined by ordinary resolution of the shareholders.
Any Director who holds any executive office (including the office of Chairman or Deputy
Chairman), or who serves on any committee of the Directors, or who otherwise performs
services which in the opinion of the Directors are outside the scope of the ordinary
duties of a director, may be paid extra remuneration by way of salary, commission or
otherwise or may receive such other benefits as the Directors may determine.
3.9.5 Executive Directors
The Directors may from time to time appoint one or more of their number to be the
holder of any executive office and may confer upon any Director holding an executive
office any of the powers exercisable by them as Directors upon such terms and
conditions, and with such restrictions, as they think fit. They may from time to time
revoke, withdraw, alter or vary all or any of such delegated powers.
3.9.6 Directors’ retirement
Each Director shall retire at the annual general meeting held in the third calendar year
following the year in which he was elected or last re-elected by the Company or at such
earlier annual general meeting as the Directors shall resolve. In addition, each Director
(other than the Chairman and any Director holding an executive office) shall also be

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 required to retire at each annual general meeting following the ninth anniversary on the
date on which he was elected by the Company. A Director who retires at any annual
general meeting shall be eligible for election or re-election unless the Directors resolve
otherwise not later than the date of the notice of such annual general meeting.
When a Director retires at an annual general meeting in accordance with the Articles, the
Company may, by ordinary resolution at the meeting, fill the office being vacated by re-
electing the retiring director. In the absence of such a resolution, the retiring Director
shall nevertheless be deemed to have been re-elected, except in the cases identified by the
Articles.
3.9.7 Removal of a Director by resolution of Company
The Company may, by ordinary resolution of which special notice is given, remove any
Director before the expiration of his period of office in accordance with the Companies
Act, and elect another person in place of a Director so removed from office. Such
removal may take place notwithstanding any provision of the Articles or of any
agreement between the Company and such Director, but is without prejudice to any
claim the Director may have for damages for breach of any such agreement.
3.9.8 Proceedings of the Board
Subject to the provisions of the Articles, the Directors may meet for the despatch of
business and adjourn and otherwise regulate its proceedings as they think fit.
The quorum necessary for the transaction of business of the Directors may be fixed from
time to time by the Directors and unless so fixed at any other number shall be two. A
meeting of the Directors at which a quorum is present shall be competent to exercise all
powers and discretions for the time being exercisable by the Directors.
The Directors may elect from their number a Chairman and a Deputy Chairman (or two
or more Deputy Chairmen) and decide the period for which each is to hold office.
Questions arising at any meeting of the Directors shall be determined by a majority of
votes. In the case of an equality of votes, the Chairman of the meeting shall have a
second or casting vote.
3.9.9 Directors’ interests
For the purposes of Section 175 of the Companies Act, the Directors shall have the
power to authorise any matter which would or might otherwise constitute or give rise to
a breach of the duty of a director to avoid a situation in which he has, or can have, a
direct or indirect interest that conflicts, or possibly may conflict, with the interests of the
Company.
Any such authorisation will be effective only if:
(a) the matter in question was proposed in writing for consideration at a meeting of the
Directors, in accordance with the Board’s normal procedures or in such other
manner as the Directors may resolve;
(b) any requirement as to the quorum at the meeting at which the matter is considered
is met without counting the director in question or any other interested director; and
(c) the matter was agreed to without such interested Directors voting or would have
been agreed to if their votes had not been counted.
The Directors may extend any such authorisation to any actual or potential conflict of
interest which may arise out of the matter so authorised and may (whether at the time of
the giving of the authorisation or subsequently) make any such authorisation subject to
any limits or conditions they expressly impose, but such authorisation is otherwise given
to the fullest extent permitted. The Directors may also terminate any such authorisation
at any time.
3.9.10 Restrictions on voting
Except as provided below, a director may not vote in respect of any contract,
arrangement or any other proposal in which he, or a person connected to him, is
interested. Any vote of a Director in respect of a matter where he is not entitled to vote
shall be disregarded.

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 Subject to the provisions of the Companies Act, a Director is entitled to vote and be
counted in the quorum in respect of any resolution concerning any contract, transaction
or arrangement, or any other proposal (inter alia):
(a) in which he has an interest, of which he is not aware, or which cannot reasonably
be regarded as likely to give rise to a conflict of interest;
(b) in which he has an interest only by virtue of interests in the Company’s shares,
debentures or other securities or otherwise in or through the Company;
(c) which involves the giving of any security, guarantee or indemnity to the director or
any other person in respect of obligations incurred by him and guaranteed by the
Company (or vice versa);
(d) concerning an offer of securities by the Company or any of its subsidiary
undertakings in which he is or may be entitled to participate as a holder of
securities or as an underwriter or sub-underwriter;
(e) concerning any other body corporate, provided that he and any connected persons
do not own or have a beneficial interest in one per cent. or more of any class of
share capital of such body corporate, or of the voting rights available to the
members of such body corporate;
(f) relating to an arrangement for the benefit of employees or former employees which
does not award him any privilege or benefit not generally awarded to the employees
or former employees to whom such arrangement relates;
(g) concerning the purchase or maintenance of insurance for any liability for the benefit
of Directors;
(h) concerning the giving of indemnities in favour of the Directors;
(i) concerning the funding of expenditure by any director or Directors (i) on defending
criminal, civil or regulatory proceedings or actions against him or them, (ii) in
connection with an application to the Court for relief, (iii) on defending him or
them in any regulatory investigations, or (iv) incurred doing anything to enable him
to avoid incurring such expenditure; or
(j) in respect of which his interest, or the interest of the Directors generally, has been
authorised by ordinary resolution.
3.9.11 Confidential information
If a Director, otherwise than by virtue of his position as Director, receives information in
respect of which he owes a duty of confidentiality to a person other than the Company,
he shall not be required to disclose such information to the Company or otherwise use or
apply such confidential information for the purpose of or in connection with the
performance of his duties as a director, provided that such an actual or potential conflict
of interest arises from a permitted or authorised interest under the Articles. This is
without prejudice to any equitable principle or rule of law which may excuse or release
the Director from disclosing the information, in circumstances where disclosure may
otherwise be required under the Articles.
3.9.12 Borrowing powers
The Board may exercise all the powers of the Company to borrow money, to guarantee,
to indemnify, to mortgage or charge its undertaking, property, assets (present and future)
and uncalled capital, and to issue debentures and other securities whether outright or as
collateral security for any debt, liability or obligation of the Company or of any third
party.
3.9.13 Powers of the Directors
The Directors may delegate any of their powers or discretions, including those involving
the payment of remuneration or the conferring of any other benefit to the Directors, to
such person or committee and in such manner as they think fit. Any such person or
committee shall, unless the Directors otherwise resolve, have the power to sub-delegate
any of the powers or discretions delegated to them. The Directors may make regulations
in relation to the proceedings of committees or sub-committees.

163
 The Directors may establish any local boards or appoint managers or agents to manage
any of the affairs of the Company, either in the United Kingdom or elsewhere, and may:
(a) appoint persons to be members or agents or managers of such local board and fix
their remuneration;
(b) delegate to any local board, manager or agent any of the powers, authorities and
discretions vested in the Directors, with the power to sub-delegate;
(c) remove any person so appointed, and may annul or vary any such delegation; and
(d) authorise the members of any local boards, or any of them, to fill any vacancies on
such boards, and to act notwithstanding vacancies.
The Directors may appoint any person or fluctuating body of persons to be the
attorney of the Company with such purposes and with such powers, authorities and
discretions and for such periods and subject to such conditions as they may think
fit.
Any Director may at any time appoint any person (including another Director) to
be his alternate Director and may at any time terminate such appointment.
3.9.14 Directors’ liabilities
So far as may be permitted by the Companies Act, every Director, former Director or
Secretary of the Company or of an Associated Company (as defined in Section 256 of
the Companies Act) of the Company may be indemnified by the Company out of its own
funds against any liability incurred by him in connection with any negligence, default,
breach of duty or breach of trust by him or any other liability incurred by him in the
execution of his duties, the exercise of his powers or otherwise in connection with his
duties, powers or offices.
The Directors may also purchase and maintain insurance for or for the benefit of:
(a) any person who is or was a Director or Secretary of a Relevant Company (as
defined in the Articles); or
(b) any person who is or was at any time a trustee of any pension fund or employees’
share scheme in which employees of any Relevant Company are interested,
including insurance against any liability (including all related costs, charges, losses and
expenses) incurred by or attaching to him in relation to his duties, powers or offices in
relation to any Relevant Company, or any such pension fund or employees’ share
scheme.
So far as may be permitted by the Companies Act, the Company may provide a
Relevant Officer (as defined in the Articles) with defence costs in relation to any criminal
or civil proceedings in connection with any negligence, default, breach of duty or breach
of trust by him in relation to the Company or an Associated Company of the Company,
or in relation to an application for relief under Section 205(5) of the Companies Act. The
Company may do anything to enable such Relevant Officer to avoid incurring such
expenditure.
3.9.15 Dividends
The Company may, by ordinary resolution, declare final dividends to be paid to its
shareholders. However, no dividend shall be declared unless it has been recommended by
the Directors and does not exceed the amount recommended by the Directors.
If the Directors believe that the profits of the Company justify such payment, they may
pay dividends on any class of share where the dividend is payable on fixed dates. They
may also pay interim dividends on shares of any class in amounts and on dates and
periods as they think fit. Provided the Directors act in good faith, they shall not incur
any liability to the holders of any shares for any loss they may suffer by the payment of
dividends on any other class of shares having rights ranking equally with or behind those
shares.
Unless the share rights otherwise provide, all dividends shall be declared and paid
according to the amounts paid up on the shares on which the dividend is paid, and
apportioned and paid pro rata according to the amounts paid on the shares during any
portion or portions of the period in respect of which the dividend is paid.

164
 Any unclaimed dividends may be invested or otherwise applied for the benefit of the
Company until they are claimed. Any dividend unclaimed for 12 years from the date on
which it was declared or became due for payment shall be forfeited and shall revert to
the Company.
The Directors may, if authorised by ordinary resolution, offer to ordinary shareholders
the right to elect to receive, in lieu of a dividend, an allotment of new ordinary shares
credited as fully paid.
3.9.16 Failure to supply an address
A shareholder who has no registered address within the United Kingdom and has not
supplied to the Company an address within the United Kingdom for the service of
notices will not be entitled to receive notices from the Company.
3.9.17 Disclosure of shareholding ownership
The Disclosure and Transparency Rules require a member to notify the Company if the
voting rights held by such member (including by way of certain financial instruments)
reach, exceed or fall below three per cent. and each one per cent. threshold thereafter up
to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in
the Company may be disregarded.
3.9.18 Changes in capital
The provisions of the Articles governing the conditions under which the Company may
alter its share capital are no more stringent than the conditions imposed by the
Companies Act.

4 Disclosure of shareholding ownership

The Disclosure and Transparency Rules require a member to notify the Company if the voting rights
held by such member (including by way of certain financial instruments) reach, exceed or fall below
three per cent. and each one per cent. threshold thereafter up to 100 per cent. Under the Disclosure
and Transparency Rules, certain voting rights in the Company may be disregarded.

5 Major shareholders
5.1 In addition to the interests of the Directors set out in Part X (Directors, Responsible Persons,
Corporate Governance and Employees) of this Prospectus, as at the Latest Practicable Date,
insofar as it is known to the Directors from notifications received by the Company in
accordance with the Disclosure and Transparency Rules or the Takeover Code, the following
persons are, or will be at Admission, interested directly or indirectly in three per cent. or more
of the voting rights in respect of the issued ordinary share capital of the Company based on the
assumption that the holdings of such persons in the Company as at the Latest Practicable Date
do not change, 153,163,173 New Ophir Shares are issued in connection with the Transaction
and that no other issues of Ophir Shares occur between the date of this Prospectus and
Admission:

As at the Latest Immediately following the

Practicable Date Transaction

Percentage Percentage
Number of of issued Number of of issued
Ophir Ophir Ophir Ophir
Name Shares Shares Shares(1) Shares(2)

Capital Group Companies 75,808,712 13.180% 75,808,712 10.408%

Kulczyk Investments S.A. 56,607,366 9.842% 56,607,366 7.772%
BlackRock Group 53,256,563 9.259% 57,029,530 7.830%
SailingStone Capital Partners LLC 50,069,414 8.705% 69,821,734 9.586%
Hotchkis & Wiley Cap Mngmnt LLC 39,136,348 6.804% 39,136,348 5.373%
M&G Inv Management Ltd 37,853,922 6.581% 40,808,509 5.603%
Janus Capital 33,022,505 5.741% 33,022,505 4.534%
Wellington Mnt. Co 28,416,424 4.940% 28,416,424 3.901%
Mittal Investments S.a.r.l 25,314,653 4.401% 25,314,653 3.476%
The Vanguard Group 19,784,717 3.440% 21,279,986 2.922%

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Notes:
(1) Calculated by reference to the number of Ophir Shares such Shareholder will receive under the Transaction on the basis of the
number of Ophir Shares set out in this table and the number of Salamander Shares held by such Shareholder in Salamander as at
the Latest Practicable Date as disclosed in the most recent disclosure by such Shareholder under Rule 8 of the Takeover Code.
(2) Calculated by reference to the issued share capital of the Company of 575,186,914 Existing Ophir Shares as at the Latest
Practicable Date (excluding Ophir Shares held in treasury) and on the assumption that: (a) 153,163,173 New Ophir Shares are
issued on the Effective Date in connection with the Transaction; and (b) Ophir does not issue any further new Ophir Shares or
undertake any buybacks of Ophir Shares in the period between the Latest Practicable Date and the Effective Date.
(3) Kulczyk Investments S.A. indirectly owns a 100 per cent. interest in Oil and Gas Exploration Limited and includes Hydrocarbon
Investments Limited.

5.2 Save as disclosed above, the Company and the Directors are not aware of any person who, as
at the Latest Practicable Date, directly or indirectly, jointly or severally, exercises or could
exercise control over the Company.
5.3 The Company and the Directors are not aware of any arrangements as at the Latest Practicable
Date, the operation of which may at a subsequent date result in a change in control of the
Company.
5.4 The Company’s share capital consists of one class of ordinary shares with equal voting rights
(subject to the Articles). None of the Company’s major shareholders has or will have different
voting rights attached to the shares they hold in the Company.

6 Related party transactions

Save as disclosed below, in paragraph 17 of Part I (Information on the Transaction) and in the notes
to the financial statements of the Ophir Group for the financial years ended 31 December 2011,
31 December 2012 and 31 December 2013, the text of which is hereby incorporated by reference (see
paragraph 19 of this Part XI), the Company has not entered into any related party transactions
during the period commencing 1 January 2011 and up to the date of this Prospectus.

7 Material contracts of the Ophir Group

The following are the only contracts (not being contracts entered into in the ordinary course of
business) which have been entered into by members of the Ophir Group within two years immediately
preceding the date of this Prospectus and which are, or may be, material or which have been entered
into by members of the Ophir Group and which contain any provision under which any member of
the Ophir Group has any obligation or entitlement which is, or may be, material to the Ophir Group
as at the date of this Prospectus:

Documents relating to the Transaction

7.1 Confidentiality and Standstill Agreement
7.1.1 On 10 December 2013, Salamander and Ophir entered into a confidentiality and standstill
agreement (the ‘‘Confidentiality and Standstill Agreement’’) pursuant to which they each
undertook, subject to certain exceptions, to keep information relating to one another
confidential and to not disclose it to third parties. Unless terminated earlier, the
confidentiality obligations will remain in force for two years from the date of the
agreement.
7.1.2 The Confidentiality and Standstill Agreement also included standstill obligations, which
have since expired.
A copy of the Confidentiality and Standstill Agreement is available on Ophir’s website at
www.ophir-energy.com until the Effective Date.

7.2 Co-operation agreement

Salamander and Ophir entered into a co-operation agreement dated 24 November 2014 (the
‘‘Co-operation Agreement’’). Pursuant to the Co-operation Agreement, among other things:
7.2.1 Ophir has agreed to convene the Ophir General Meeting so that it is held on the same
date as, but prior to, the Court Meeting;
7.2.2 save for (a) the Salamander Share Scheme arrangements described below; (b) any
transaction related bonus payable within the financial parameters of the existing annual
bonus schemes for 2014 for directors and employees involved in the transaction paid, in
the case of Executive Directors, at a level of no more than 50 per cent. of the total

166
 annual bonus opportunity; and in the case of persons who are not Executive Directors,
at a level determined by the Executive Directors; (c) any payment in respect of the 2015
bonus year to any Executive Director or employee made redundant on (or shortly after)
the Scheme becoming Effective, provided the payment does not exceed 1/6th of the
amount of bonus payable to that individual for the 2014 bonus year; and (d) the
enhanced redundancy arrangements described in the Announcement applicable to
employees below director level (the text of which is hereby incorporated by reference (see
paragraph 19 of this Part XI), Salamander has agreed that it will not (and shall procure
that the Salamander Group shall not) pay or agree to pay (whether in writing or
otherwise) any payments or bonuses or grant any rights to or enter into any
incentivisation arrangements with any employees or directors of Salamander or the
Salamander Group which are connected to or conditional upon the Transaction or
otherwise outside the ordinary course of business for Salamander and the Salamander
Group (without the prior consent of Ophir); and

7.2.3 in relation to the Salamander Share Schemes, the outstanding options under the
Salamander Share Schemes shall vest and become exercisable for a period of one month
from the Scheme being sanctioned by the Court on the basis that: (a) options under the
Salamander Deferred Share Plan shall vest in full; (b) options under the Salamander
Performance Share Plan 2006 shall vest to the extent determined by Salamander’s
remuneration committee and; (c) options shall not be time prorated. Any Salamander
Shares received on exercise of those options shall take part in the Scheme or will be
acquired by Ophir for the same consideration per Salamander Share as any other
Salamander Shareholder will receive under the Scheme (subject to the requirements of
applicable overseas securities laws).

A copy of the Co-operation Agreement is available on Ophir’s website at www.ophir-energy.com

until the Effective Date.

7.3 Irrevocable undertakings given by the Salamander Directors

The following Salamander Directors have given irrevocable undertakings to vote in favour of
the resolutions relating to the Transaction at the Salamander General Meeting and the Court
Meeting (or in the event that the Transaction is implemented by takeover offer, to accept or
procure the acceptance of such offer) and to vote against any SONA Disposal Shareholder
Approval Resolution in relation to the following Salamander Shares:

Percentage of
existing
Total number of Salamander
Salamander issued share
Name Shares capital

Charles Jamieson..................................................................... 848,619 0.32749

James Menzies......................................................................... 2,750,097 1.06128
Michael Buck .......................................................................... 860,153 0.33194
Jonathan Copus ...................................................................... 85,090 0.03284
Struan Robertson .................................................................... 20,345 0.00785
Dr Carol Bell........................................................................... 12,012 0.00464
Robert Cathery ....................................................................... 537,500 0.20743
John Crowle ............................................................................ 71,515 0.02760
Michael Pavia.......................................................................... 59,500 0.02296
James Menzies and Michael Buck have also undertaken in their irrevocable undertaking to
procure (so far as they are able) that any Salamander Shares held by their respective family
members and related trusts are voted (or not voted) in the same manner.

The irrevocable undertakings given by Salamander Directors will cease to be binding in the
event that: (i) the Scheme lapses or is withdrawn in accordance with its terms and Ophir does
not elect to implement the Transaction by way of a takeover offer or otherwise; or (ii) the
Scheme has not become effective by 11.59 p.m. on 30 June 2015 (or such later time or date as
agreed between Ophir and Salamander, with the approval of the Court and/or the Panel if

167
 required); or (iii) Ophir publicly confirms (including by means of withdrawing the
recommendation of the Board to Ophir Shareholders to vote in favour of the Transaction) that
it does not intend to proceed with the Transaction.

7.4 Irrevocable undertakings and letters of intent from other Salamander Shareholders
The following Salamander Shareholders (being Salamander Shareholders that are not also
Salamander Directors) have given irrevocable undertakings to vote in favour of the resolutions
relating to the Transaction at the Salamander General Meeting and the Court Meeting (or in
the event that the Transaction is implemented by takeover offer, to accept or procure the
acceptance of such offer) and to vote against any SONA Disposal Shareholder Approval
Resolution in relation to the following Salamander Shares (in the case of SailingStone Capital
Partners LLP, to the extent that it has discretionary voting authority in respect of such
Salamander Shares at the time of such acceptance or vote):
Percentage of
existing
Total number of Salamander
Salamander issued share
Name Shares capital

SailingStone Capital Partners LLC......................................... 34,538,066 13.3

Artemis Investment Management LLP................................... 12,000,000 4.6
The irrevocable undertakings given by certain Salamander Shareholders (being Salamander
Shareholders that are not also Salamander Directors) will cease to be binding in the event that:
(i) the Scheme Document is not sent to Salamander Shareholders within 28 days (or such longer
period as Ophir and Salamander may agree) after the date of the Announcement; or (ii) the
Scheme lapses or is withdrawn in accordance with its terms and Ophir does not elect to
implement the Transaction by way of a takeover offer or otherwise; or (iii) the Scheme has not
become effective by 11.59 p.m. on 30 June 2015 (or, in the case of the irrevocable undertaking
from SailingStone Capital Partners LLC only, such later time or date as agreed between Ophir
and Salamander, with the approval of the Court and/or the Panel if required); or (iv) Ophir
publicly confirms (including by means of withdrawing the recommendation of the Board to
Ophir Shareholders to vote in favour of the Transaction) that it does not intend to proceed with
the Transaction.
The irrevocable undertakings given by Salamander Shareholders (being Salamander Shareholders
that are not also Salamander Directors) will also lapse if a third party announces a firm
intention to make an offer under Rule 2.7 of the Takeover Code for the whole of the issued
and to be issued ordinary share capital of Salamander (other than any such shares which at the
date of the relevant offer are already held by the third party offeror) under which the amount
or value of the consideration offered for each Salamander Share is not less than ten per cent.
greater than the value per Salamander Share offered pursuant to the Transaction, and (in the
case of the irrevocable undertaking from SailingStone Capital Partners LLC only) Ophir has not
within seven days of the time and date of making of the competing offer announced a revised
offer which exceeds the value of the competing offer.
Under the terms of the irrevocable undertakings, SailingStone Capital Partners LLC and
Artemis Investment Management LLP are not restricted from acquiring further Salamander
Shares or from any sale, transfer, charge, encumbrance, option, lien or disposal of any interest
in Salamander Shares to any third party who has not been publicly identified as or who
SailingStone Capital Partners LLC or Artemis Investment Management LLP (as relevant) are
not aware is an actual or possible competing offeror for Salamander.

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 The following Salamander Shareholders (being Salamander Shareholders that are not also
Salamander Directors) have given non-binding letters of intent to vote in favour of the
resolutions relating to the Transaction at the Salamander General Meeting and the Court
Meeting (or in the event that the Transaction is implemented by takeover offer, to accept or
procure the acceptance of such offer) and to vote against any SONA Disposal Shareholder
Approval Resolution in relation to the following Salamander Shares:
Percentage of
existing
Total number of Salamander
Salamander issued share
Name Shares capital

T. Rowe Price International Ltd............................................. 5,120,823 2.0

T. Rowe Price Associates, Inc................................................. 16,573,016 6.4
Copies of the director and shareholder irrevocable undertakings (together, the ‘‘irrevocable
undertakings’’) and the letters of intent are available on Ophir’s website at www.ophir-
energy.com until the Effective Date.

Tanzania – material contracts

7.5 Block 1 PSA between the Tanzanian Government, TPDC, PSHI, Ophir Tanzania (Block 1) Limited
(‘‘Ophir Tanzania (Block 1)’’) and BG Tanzania, as amended
BG Tanzania, PSHI and Ophir Tanzania (Block 1) (the ‘‘Block 1 Contractor’’) are, together
with the Tanzanian Government and TPDC, parties to a PSA dated 29 October 2005 for Block
1 offshore of Tanzania (the ‘‘Block 1 PSA’’), as amended by the PSA Addendum for Natural
Gas to the Block 1 PSA dated 26 May 2010 (the ‘‘Block 1 PSA Addendum’’), which
incorporated fiscal terms for the development and exploitation of any natural gas discovery. The
Block 1 PSA is governed by the laws of Tanzania.

Ophir Tanzania (Block 1) currently holds a 20 per cent. participating interest share in Block 1,
having sold a 20 per cent. interest to PSHI and the remaining 60 per cent. is held by BG
Tanzania who is also operator of Block 1. TPDC has the option to acquire a 12 per cent.
participating interest at any time during the life of the Block 1 PSA which, when exercised, will
be taken from BG Tanzania, PSHI and Ophir Tanzania (Block 1) in proportion to their
participating interest share.

The term of the Block 1 PSA shall expire on the later to occur of (i) the expiry of the last
extension of the Block 1 exploration period and (ii) the expiry of any development licence which
may be granted under the terms of the Block 1 PSA and the Petroleum (Exploration and
Production) Act, 1980 of Tanzania (the ‘‘Tanzania Petroleum Act’’). The Block 1 PSA is
currently in the second extension period, subject to receipt of written confirmation from the
Tanzanian Government, which is due to expire in December 2016. Upon each extension of the
exploration licence, 50 per cent. of the contract area is required to be relinquished subject to
such exceptions as the Tanzanian Government may elect to grant.

Under the terms of the Block 1 PSA, the process for discovery and development differs
depending upon whether a crude oil or natural gas discovery is made. Upon a discovery of
crude oil which is of potential commercial interest, the Block 1 Contractor will be granted (upon
application) a period of up to four years to appraise the discovery and if determined to be
commercially recoverable, the Block 1 Contractor must submit a development plan for the
purpose of obtaining a development licence (for a term of 25 years as set out in Section 42(a) of
the Tanzania Petroleum Act).

As provided for in the Block 1 PSA Addendum, once a discovery of natural gas is made, it can
be categorised as either a discovery of eventual commercial interest or a discovery of present
commercial interest. If a discovery is of eventual commercial interest, the discovery may be
retained by the Block 1 Contractor for a period of four years or the remaining term of the
exploration licence (including any extensions thereof) and may be aggregated with other
discoveries.

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7.6 Block 3 PSA between the Tanzanian Government, TPDC, PSHI, Ophir Tanzania (Block 1) and BG
Tanzania, as amended
BG Tanzania, PSHI and Ophir Tanzania (Block 1) (the ‘‘Block 3 Contractor’’) are, together
with TPDC and the Tanzania Government, parties to a PSA dated 19 June 2006 for Block 3
offshore of Tanzania (the ‘‘Block 3 PSA’’), as amended by the PSA addendum for natural gas
to the Block 3 PSA, dated 26 May 2010 (the ‘‘Block 3 PSA Addendum’’), which incorporated
into the Block 3 PSA the fiscal terms for the development and exploitation of any natural gas
discovery. The Block 3 PSA is governed by the laws of Tanzania.

BG Tanzania has notified the Block 3 Contractor parties and the Tanzanian Government of its
decision to withdraw from Block 3. However, in anticipation of consents from the Tanzanian
Government to BG Tanzania’s withdrawal and transfer of operatorship, Ophir Tanzania
(Block 1) currently holds a 20 per cent. participating interest share in Block 3, having sold a
20 per cent. interest to PSHI and the remaining 60 per cent. is held by BG Tanzania who is
also operator of Block 3. In the event that the Tanzanian Government does consent to BG
Tanzania’s withdrawal and transfer of operatorship, Ophir will hold a 80 per cent. participating
interest share in Block 3 and also take on operatorship. TPDC has the option to acquire a
12 per cent. participating interest at any time during the life of the Block 3 PSA and a further
three per cent. participating interest at any time within 12 months following a declaration of
commerciality. Upon exercise of its option(s), TPDC’s interest will be taken from BG Tanzania,
Ophir Tanzania (Block 1) and PSHI in proportion to their respective participating interest share.

The term of the Block 3 PSA shall expire on the later to occur of (i) the expiry of the last
extension of the Block 3 exploration period and (ii) the expiry of any development licence which
may be granted under the terms of the Block 3 PSA and the Tanzania Petroleum Act. The
Tanzanian Government has not yet provided consent in response to the Block 3 Contractor
parties existing request to move into the second extension period. In the event that Tanzanian
Government consent is granted to move into the second extension period, the period is due to
continue to October 2017. Upon each extension of the exploration licence, 50 per cent. of the
contract area is required to be relinquished subject to such exceptions as the Tanzanian
Government may elect to grant.

Under the Block 3 PSA, the process for discovery and development differs depending upon
whether a crude oil or natural gas discovery is made. Upon a discovery of crude oil which is of
potential commercial interest, the Block 3 Contractor will be granted (upon application) a
period of four years to appraise the discovery and if determined to be commercially recoverable,
the Block 3 Contractor must submit a development plan for the purpose of obtaining a
development licence (for a term of 25 years as set out in Section 42(a) of the Tanzania
Petroleum Act).

As provided for in the Block 3 PSA Addendum, once a discovery of natural gas is made, it can
be categorised as either a discovery of eventual commercial interest or a discovery of present
commercial interest. If a discovery is of eventual commercial interest, the discovery may be
retained by the Block 3 Contractor for the longer of a period of four years or the remaining
term of the exploration licence (including any extensions, thereof) and may be aggregated with
other discoveries.

7.7 Block 4 PSA between the Tanzanian Government, TPDC, PSHI, Ophir Tanzania (Block 1) and BG
Tanzania, as amended
BG Tanzania, PSHI and Ophir Tanzania (Block 1) (the ‘‘Block 4 Contractor’’) are, together
with the Tanzanian Government and TPDC, parties to a PSA dated 19 June 2006 for Block 4
offshore of Tanzania (the ‘‘Block 4 PSA’’), as amended by the PSA addendum for natural gas
to the Block 4 PSA dated 26 May 2010 (the ‘‘Block 4 PSA Addendum’’), which incorporated
into the Block 4 PSA the fiscal terms for the development and exploitation of any natural gas
discovery. The Block 4 PSA is governed by the laws of Tanzania.

Ophir Tanzania (Block 1) currently holds a 20 per cent. participating interest share of Block 4,
having sold a 20 per cent. interest to PSHI (see paragraph 7.16 below) and the remaining 60 per
cent. is held by BG Tanzania who is also operator of Block 4. TPDC has the option to acquire
a 12 per cent. participating interest at any time during the life of the Block 4 PSA and a further

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 three per cent. participating interest, within 12 months following a declaration of commerciality.
Upon exercise of its option(s), TPDC’s interest will be taken from BG Tanzania, PSHI and
Ophir Tanzania (Block 1) in proportion to their respective participating interest share.
The term of the Block 4 PSA shall expire on the later to occur of (i) the expiry of the last
extension of the Block 4 exploration period and (ii) the expiry of any development licence which
may be granted under the terms of the Block 4 PSA and the Tanzania Petroleum Act. The
Block 4 PSA is currently in the second extension period, subject to receipt of written
confirmation from the Tanzanian Government, which is due to expire in October 2017. Upon
each extension of the exploration licence, 50 per cent. of the contract area is required to be
relinquished, subject to such exceptions as the Tanzanian Government may elect to grant.
Under the Block 4 PSA, the process for discovery and development differs depending upon
whether a crude oil or natural gas discovery is made. Upon a discovery of crude oil which is of
potential commercial interest, the Block 4 Contractor will be granted (upon application) a
period of four years to appraise the discovery and if determined to be commercially recoverable,
the Block 4 Contractor must submit a development plan for the purpose of obtaining a
development licence (for a term of 25 years as set out in Section 42(a) of the Tanzania
Petroleum Act).
As provided for in the Block 4 PSA Addendum, once a discovery of natural gas is made, it can
be categorised as either a discovery of eventual commercial interest or a discovery of present
commercial interest. If a discovery is of eventual commercial interest, the discovery may be
retained by the Block 4 Contractor for the longer of a period of four years or the remaining
term of the exploration licence (including any extensions, thereof) and may be aggregated with
other discoveries.

7.8 JOA – Tanzania Block 1

Ophir Tanzania (Block 1), PSHI and BG Tanzania are parties to a JOA, dated 16 April 2010
(‘‘Block 1 JOA’’). The Block 1 JOA sets out the parties’ rights and obligations in respect of the
operations under the Block 1 PSA.
The terms of the Block 1 JOA are subject to a confidentiality undertaking. The Block 1 JOA
contains provisions relating to, among other things, Ophir Tanzania (Block 1) Limited, PSHI
and BG Tanzania’s respective interests in the Block 1 PSA and arrangements between the
parties in relation to production and operation.

7.9 JOA – Tanzania Block 3

Ophir Tanzania (Block 1) Limited, PSHI and BG Tanzania are parties to a JOA, dated 16 April
2010 (‘‘Block 3 JOA’’). The Block 3 JOA sets out the parties’ rights and obligations in respect
of the operations under the Block 3 PSA.
The terms of the Block 3 JOA are subject to a confidentiality undertaking. The Block 3 JOA
contains provisions relating to, among other things, Ophir Tanzania (Block 1), PSHI and BG
Tanzania’s respective interests in the Block 3 PSA and arrangements between the parties in
relation to production and operation.

7.10 JOA – Tanzania Block 4

Ophir Tanzania (Block 1), PSHI and BG Tanzania are parties to a JOA dated 16 April 2010
(‘‘Block 4 JOA’’). The Block 4 JOA sets out the parties’ rights and obligations in respect of the
operations under the Block 4 PSA.
The terms of the Block 4 JOA are subject to a confidentiality undertaking. The Block 4 JOA
contains provisions relating to, among other things, Ophir Tanzania (Block 1), PSHI and BG
Tanzania’s respective interests in the Block 4 PSA and arrangements between the parties in
relation to production and operation.

7.11 Implementation agreement in respect of Blocks 1, 3 and 4

The Tanzania Government, TPDC, Ophir Estate Africa Holdings Limited, Ophir Tanzania
(Block 1), BG Tanzania, Ruvuma Pipeline Company Limited, Mzalendo Gas Processing
Company Limited and Fahari Gas Marketing Company Limited (among others) are parties to
an implementation agreement in respect of Blocks 1, 3 and 4 dated 26 May 2010 (the ‘‘Tanzania
Gas Implementation Agreement’’).

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 The Tanzania Gas Implementation Agreement grants Ophir Tanzania (Block 1) and each of the
companies noted below the rights set out below to develop projects for the commercialisation of
any natural gas discovery in any of Blocks 1, 3 or 4:

7.11.1 Mzalendo Gas Processing Company Limited

Mzalendo Gas Processing Company Limited is granted the following rights:
(a) the right to build, own and operate the most appropriate type of gas plant(s) for the
treatment, conditioning, synthesising, refining, processing, separation or conversion of
natural gas (including an LNG plant, NGL plant and/or GTL plant);
(b) the right to build, own and operate infrastructure required to support a gas plant
(e.g. power plant, jetty, transport links) and any infrastructure required to access
utilities (e.g. water) required to support the operations of any gas plant; and
(c) if, for technical and/or economic reasons it is determined that an offshore natural
gas FPSO would be more suitable than an onshore gas processing facility, the
Tanzania Gas Implementation Agreement permits the development of offshore
processing facilities.

7.11.2 Ruvuma Pipeline Company Limited

Ruvuma Pipeline Company Limited is granted the right to build, own and operate a
pipeline for the transportation of gas from the development area to the gas plant.

7.11.3 Fahari Gas Marketing Company Limited

Fahari Gas Marketing Company Limited has the right to export the gas products
resulting from the processing to international markets at a price linked to the appropriate
international indices.
The Tanzania Gas Implementation Agreement sets out, in a term sheet format, the key
commercial terms for the agreements relating to the sale, transportation and processing of
natural gas and its subsequent sale as gas products to the export market. The parties are free to
negotiate the commercial agreements (on the basis of the term sheets), except that the Tanzanian
Government’s approval must be obtained in respect of certain agreed key commercial issues.

7.12 Heads of Agreement for the LNG project

BG Tanzania, Ophir Tanzania (Block 1), ExxonMobil Exploration and Production Tanzania
Limited, Statoil Tanzania AS and PSHI are parties to a heads of agreement effective from 1
January 2014 (the ‘‘Heads of Agreement’’). The Heads of Agreement confirms BG Tanzania’s
appointment as project developer in respect of pre-FEED phase work and sets out the
methodology for sharing costs relating to pre-FEED phase work.
Decision-making regarding pre-FEED phase work is made on a consensual basis by an
operating committee composed of members of the commercial parties and work will be carried
out by the developer through the integrated project team.
The terms of the Heads of Agreement are subject to confidentiality undertakings. The term of
the Heads of Agreement currently runs to 30 June 2015.

7.13 Memorandum of understanding regarding land acquisition for the LNG project
The Tanzanian Government, TPDC, BG Tanzania, Ophir Tanzania (Block 1), Statoil Tanzania
AS and ExxonMobil Exploration and Production Tanzania Limited are parties to a
memorandum of understanding relating to land acquisition for the LNG project in Tanzania
dated 4 April 2014 (the ‘‘Land MoU’’). The extended terms of the Land MoU are subject to a
confidentiality undertaking.
The Land MoU sets out the steps to be taken in progressing the acquisition of land necessary
for the development of the LNG project, including in respect to the site selection for the joint
LNG plant, the process for acquiring the site, the lease to be negotiated, and how any
resettlement will be managed.
The term of the Land MoU currently runs to 30 June 2015.

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7.14 Farm out agreement relating to the production sharing agreements relating to Blocks 1, 3 and 4 offshore
of Tanzania, between the Company, Ophir Tanzania (Block 1) and BG, dated 16 April 2010 (as amended
by amendment agreements dated 27 July 2010 and 7 June 2011 respectively) (‘‘Tanzania Farm Out
Agreement’’)
Ophir Tanzania (Block 1) (which has taken a transfer, since the date of the Tanzania Farm Out
Agreement, of Ophir Tanzania (Block 3) Limited’s and Ophir Tanzania (Block 4) Limited’s
interest in the Block 3 PSA and Block 4 PSA, respectively) transferred to BG a 60 per cent.
participating interest share in each of the Block 1 PSA, Block 3 PSA and Block 4 PSA (subject
to TPDC’s back in rights discussed in paragraphs 7.5, 7.6 and 7.7 above).
The Company provides a parent company guarantee in support of the obligations of Ophir
Tanzania (Block 1) under the Tanzania Farm Out Agreement.

7.15 Multi-user facilities agreement dated 19 July 2011 and made between BG Tanzania, Statoil Tanzania
AS, Petrobras Tanzania Limited, Dominion Tanzania Limited and Ophir East Africa Ventures Limited
for port facilities at Mtwara, as amended (‘‘MUFA’’).
The MUFA regulates the mutual obligations of Ophir East Africa Ventures Limited (in respect
of East Pande), Dominion Tanzania Limited (in respect of Block 7), BG Tanzania, Statoil and
Petrobras with respect to the use and development of, and the sharing of costs relating to, the
Mtwara port facilities and is governed by the laws of England and Wales. Under the terms of
the agreement BG Tanzania is appointed as the operator of the facilities. Petrobras is currently
in the process of withdrawing from the agreement.
The MUFA came into effect on 26 August 2011 and will continue in force unless the parties
agree to terminate the agreement or the lease relating to the port facilities is terminated,
revoked, cancelled or annulled.
Any party to the MUFA who is an operator under a PSA entered into with the Tanzanian
Government (in the case of Blocks 1, 3 and 4, BG Tanzania and in the case of East Pande
Block, Ophir East Africa Ventures Limited and in the case of Block 7, Dominion Tanzania
Limited) must contribute a share of the capital costs of the Mtwara facilities and will have the
benefit of a proportionate share of the capacity of the facilities, to service the supply of that
party’s exploration and production operations under its PSA. Accordingly, Ophir East Africa
Ventures Limited and Dominion Tanzania Limited are together required to contribute a third of
the costs relating to the Mtwara facilities and has an entitlement to use a third of the capacity
(following Petrobras’s withdrawal).
Future operators under PSAs entered into with the Tanzanian Government may apply to BG
Tanzania and, subject to certain criteria being met, may accede to the MUFA subject to
approval by the existing parties, the provision of security (if required) and the contribution of
certain past capital costs and a joining fee.
Decisions relating to the port facilities will be made by an operating committee constituted
under the MUFA, where decisions are made by two or more funding parties having at least
65 per cent. of the voting rights, or in respect of certain agreed matters, unanimously. Each
party’s voting rights is determined by reference to its cost share. Accordingly, Ophir holds a
third of the voting rights (following Petrobras’ withdrawal).
The parties to the MUFA have agreed to undertake a phase 2 expansion programme with the
intention to almost double the capacity of the extension plan. In addition, to the extent that the
capacity requirements of the Mtwara port facilities increases, the parties may undertake further
expansions.

7.16 Farm out agreement relating to the sale of a 20 per cent. interest in Blocks 1, 3 and 4 offshore of
Tanzania, between Ophir Tanzania (Block 1) and PSHI dated 14 November 2013 (‘‘Pavilion Farm Out
Agreement’’)
Pursuant to the Pavilion Farm Out Agreement, Ophir Tanzania (Block 1) sold a 20 per cent.
participating interest in Blocks 1, 3 and 4 offshore of Tanzania to PSHI (subject to TPDC’s
back in rights referred to in paragraphs 7.5, 7.6 and 7.7 above). The sale completed on 24 March
2014, following the satisfaction of a number of conditions within the Pavilion Farm Out
Agreement.

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 In respect of the 20 per cent. interest participating interest in Blocks 1, 3 and 4, Ophir Tanzania
(Block 1) has agreed to indemnify PSHI against all losses, liabilities, proceedings and claims
incurred, sustained or arising prior to 1 January 2014 and PSHI has agreed to indemnity Ophir
Tanzania (Block 1) against all losses, liabilities, proceedings and claims incurred, sustained or
arising on or following 1 January 2014.

Indonesia – material contracts

7.17 Niko Resources Framework Agreement
On 26 October 2014 Ophir Asia Limited (‘‘Ophir Asia’’) and Niko Resources Limited (‘‘Niko
Resources’’) signed a framework agreement in respect of seven Indonesian exploration blocks
(the ‘‘FWA’’). The blocks are held under PSCs with the Government of Indonesia and are
named as follows: Aru; Halmahera-Kofiau; Kofiau; North Ganal; North Makasar Strait; Obi
and West Papua IV (‘‘Niko Interests’’). The FWA provides for the acquisition of the Niko
Interests via asset purchase agreements or share purchase agreements for the corporate entities
holding the PSCs. Pursuant to the terms of the FWA, Ophir Asia elected to acquire the Niko
Interests via share purchase agreements of the corporate entities.
The obligations of Niko Resources and Ophir Asia to complete the transaction under the FWA
with respect to a Niko Interest are conditional on the satisfaction of a number of conditions
precedent including: (i) receipt of all necessary consents, approvals or waivers that may be
required from any Government of Indonesia entity (including SKKMiGas); (ii) receipt of written
consent from joint venture parties under a JOA, as applicable (iii) where applicable, in relation
to any pre-emptive rights of any joint venture partner under a JOA, confirmation that such
rights have not been exercised.
Ophir Asia will pay a base consideration for each Niko Interest, which will total (assuming all
conditions precedent are met and Ophir Asia acquires all the Niko Interests) US$31,280,000.
Subject to the conditions set out in the FWA, Ophir Asia will further pay up to four
commerciality payments to Niko Resources for each qualifying acknowledgement of
commerciality received by Ophir in respect of a Niko Interest, such acknowledgement being a
letter from SKKMiGas pursuant to the terms of a Niko Resources PSC confirming that a
discovery is commercial. The commerciality payments are subject to financial caps.
Subject to the conditions set out in the FWA, Ophir Asia will further pay up to four first
production payments to Niko Resources for each commencement of first production in respect
of a Niko Interest, which is the commencement of the contractor’s obligation to account to the
Government of Indonesia for petroleum products produced pursuant to a commercial sales
contract. The first production payments are subject to financial caps.

Equatorial Guinea – material contracts

7.18 PSC between Equatorial Guinea, La Compañia Nacional de Petróleos de Guinea Ecuatorial
(‘‘GEPetrol’’) and Ophir Equatorial Guinea (Block R) Limited (‘‘Ophir EG’’) for Block R
Equatorial Guinea (represented by the Ministry of Mines, Industry and Energy (‘‘MMIE’’)),
GEPetrol and the Company entered into a PSC (the ‘‘Block R PSC’’) on 6 March 2006 for
Block R, Equatorial Guinea, which was approved and ratified on 22 March 2006 by the
president of the Republic of Equatorial Guinea. The Company then transferred its rights and
obligations under the Block R PSC to Ophir EG (a wholly owned subsidiary of the Company)
pursuant to a transfer of rights and interests agreement dated 20 September 2006. The Block R
PSC is governed by the laws of Equatorial Guinea (Ophir EG and GEPetrol are together the
‘‘Block R Contractor’’).
Ophir EG holds an 80 per cent. participating interest share and GEPetrol holds a 20 per cent.
participating interest share in Block R. GEPetrol’s 20 per cent. participating interest share of
costs is required to be carried by the Block R Contractor (which at present is only Ophir EG)
during the exploration period, until the date on which a discovery is declared to be a
commercial field. The carried costs will be recoverable during the production phase. Ophir EG is
designated as technical operator.
The Block R PSC requires that the parties thereto execute a joint operating agreement (the
‘‘Block R JOA’’) and that such Block R JOA contains provisions requiring Ophir EG to carry
GEPetrol’s beneficial interest during the exploration period up until the date of a discovery. A
summary of the Block R JOA is set out in paragraph 7.19 below.

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 Three amendment agreements to the Block R PSC have been entered into with Equatorial
Guinea and GEPetrol: the first two on 21 October 2011 (the ‘‘First Amendment Agreement’’
and the ‘‘Second Amendment Agreement’’), and the third on 1 November 2014 (the ‘‘Third
Amendment Agreement’’).
As a result of the First Amendment Agreement and the Second Amendment Agreement, and
further subsequent approvals from the MMIE, the exploration period has been extended, as
follows:
(i) the area of Block R in which discoveries have been made has been designated an
Appraisal Area, for which the exploration period has been extended to 31 December
2016; and
(ii) the exploration period for the remainder of Block R has also been extended to
31 December 2016.
The Appraisal Area will be relinquished if a discovery has not been declared to be a commercial
field. The remainder of Block R will be relinquished if a commitment to drill a well by
31 December 2016 is not made by 30 June 2016.
Following any declaration of a commercial field, the Block R PSC will expire at the end of the
development and production period (including any extensions thereof) and fulfilment of
abandonment and decommissioning obligations by the Block R Contractor.
Under the terms of the First Amendment Agreement, Ophir EG agreed with the MMIE and
GEPetrol that the Block R contract area was to be extended by the incorporation of the
adjacent Block C offshore of Equatorial Guinea into the Block R contract area.
Under the terms of the Third Amendment Agreement, Ophir EG agreed with the MMIE and
GEPetrol to amend the fiscal terms of the Block R PSC to accommodate gas discoveries and
the planned development of a floating LNG facility.
The Block R development and production period shall be 25 years from the date of approval of
the development and production plan. The Block R Contractor may apply for an extension of
five years on the condition that the Block R Contractor has fulfilled all its contractual
obligations during the development and production period and can demonstrate that commercial
production from Block R will still be possible after the initial development and production
period.

7.19 JOA – Equatorial Guinea

Ophir Energy Company Limited and GEPetrol entered into the JOA on 5 April 2006 (the ‘‘EG
JOA’’). Ophir Energy Company Limited then transferred its rights and obligations under the
EG JOA to Ophir EG pursuant to a Transfer of Rights and Interests Agreement dated
22 September 2006. The contract sets out the parties’ rights and obligations in respect of the
Block R Contractor’s operations under the Block R PSC.
The extended terms of the EG JOA are subject to a confidentiality undertaking. The EG JOA
contains provisions relating to, among other things, Ophir EG and GEPetrol’s respective
interests in the Block R PSC, arrangements between the parties in relation to production and
operation, the liabilities of the parties and obligations in the event of default.

7.20 Midstream MOU

On 6 November 2014, Ophir EG, GEPetrol, the MMIE and Excelerate Liquefaction Solutions
(Block R) LLC (‘‘Excelerate LLC’’) entered into a memorandum of understanding setting out
the high level terms and principles which will govern how the MMIE, Ophir, GEPetrol and
Excelerate LLC will work together on the development and implementation of a floating LNG
vessel for the treatment of natural gas into LNG and its subsequent sale.

8 Material contracts of the Salamander Group

In addition to the Co-operation Agreement and the Confidentiality and Standstill Agreement, the
following are the only contracts (not being contracts entered into in the ordinary course of business)
which have been entered into by members of the Salamander Group within two years immediately
preceding the date of this Prospectus and which are, or may be, material or which have been entered
into by members of the Salamander Group and which contain any provision under which any

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member of the Salamander Group has any obligation or entitlement which is, or may be, material to
the Salamander Group as at the date of this Prospectus:

8.1 SONA SPA

8.1.1 Introduction
The SONA SPA governs the sale and purchase of the SONA Sale Shares and was
entered into on 18 July 2014 by SEBHL as the seller, SEPT as the buyer, SONA as the
guarantor of SEPT’s obligations and Salamander in its capacity as guarantor of SEBHL’s
obligations under the SONA SPA and other documents being entered into as part of the
SONA Disposal.

8.1.2 Conditions precedent

Completion of the SONA Disposal is conditional upon the following being obtained:
(a) the approval by Salamander Shareholders of the sale of the SONA Sale Shares;
(b) the approval by the Securities Commission Malaysia (‘‘SC’’) of the purchase of the
SONA Sale Shares and the other related transactions in the SONA SPA;
(c) the entry into full form documentation implementing the SONA Financing
Commitment Letter; and
(d) the approval of SONA’s shareholders of the purchase of the SONA Sale Shares and
the other related transactions in the SONA SPA.
The approval of the SC referred to in paragraph (b) above was obtained on 24 November
2014 and the entry into full form documentation implementing the SONA Financing
Commitment Letter referred to at paragraph (c) above was satisfied on 24 October 2014.

8.1.3 Consideration
The consideration for the sale and purchase of the SONA Sale Shares is the total sum of
US$280,000,000 in cash plus a working capital adjustment based on the effective date of
1 January 2014.

8.1.4 Interim period

The SONA SPA provides for a locked box mechanism with provisions covering the cash
flows to and from SEBG for the period between 1 January 2014 and completion. These
provisions provide for SEBHL to indemnify SEPT for any outflow to the Salamander
Group of value other than permitted leakage and for SEPT to indemnify SEBHL for any
cash received by SEBG from the Salamander Group in respect of cash calls made by
SEBG which is not repaid to the Salamander Group during such period.
The SONA SPA also stipulates controls for the period prior to the date of completion
according to which SEBG is to operate and continue to carry on its business in the usual
course, implement the applicable work programmes and budgets, provide SEPT with
financial and operational data and refrain from taking specified actions without consent.

8.1.5 Completion
Completion is to occur in Kuala Lumpur (or any other agreed place) on the tenth
business day after the date of the final certificate of fulfilment to be sent by Salamander
and SEBHL to SONA and SEPT on the one hand and by SONA and SEPT to
Salamander and SEBHL on the other hand relating to satisfaction of the conditions
pursuant to the SONA SPA.
The shares in SEBG are subject to a charge in favour of Standard Chartered Bank
(Hong Kong) Limited (in its capacity as the security trustee). At or before completion,
Standard Chartered Bank (Hong Kong) Limited (as security trustee) is required to issue a
letter, in agreed form, confirming that the charge over shares granted by SEBHL over the
SONA Sale Shares and the assignment of accounts granted by SEBG over its collection
account held in Bangkok have both been released in full, and that it has no underlying
claims against such shares nor any of the assets of SEBG. In addition to this letter, there
are a number of other customary deliverables due at completion.

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8.1.6 Termination rights
SEBHL is not obliged to complete the SONA Disposal unless:
(a) SEPT complies with all its obligations in relation to completion; and
(b) the sale and purchase of all the SONA Sale Shares is completed simultaneously.
Similarly, SEPT is not obliged to complete the SONA Disposal unless:
(i) SEBHL complies with all its obligations in relation to completion; and
(ii) the sale and purchase of all the SONA Sale Shares is completed simultaneously.
If in any material respect the obligations of any of the parties are not complied with on
completion, the party not in default may:
(a) defer completion to a date not more than 28 days after completion should have
taken place but for the said default;
(b) proceed to completion so far as practicable; or
(c) terminate the SONA SPA without prejudice to the rights and liabilities which
accrued prior to termination which shall continue to subsist,
by means of a notice in writing served on the other.
8.1.7 Customary warranties and limitations on liability
Warranties customary for a transaction of this nature, such as warranties in relation to
capacity, existence of SEBG, preparation of accounts, finance and compliance with law,
have been given in the SONA SPA. These warranties are subject to customary
limitations, including:
(a) a 10 year time limit for bringing a claim in relation to the tax warranties and
covenant and a two year time limit for the other warranties;
(b) (save for claims under the tax covenant in the SONA SPA) a minimum threshold of
liability of US$280,000, unless aggregate liability of all claims brought exceeds
US$2,800,000 and each individual claim exceeds US$50,000, in which case SEBHL
may be liable for the whole amount; and
(c) a maximum ceiling on liability ranging from US$140,000,000 to US$280,000,000
depending on the applicable warranty.
8.1.8 Indemnities
SEPT indemnifies the Salamander Directors, and keeps the Salamander Directors
indemnified, on demand for losses reasonably incurred by the Salamander Directors
arising out of or pursuant to the Salamander Directors’ report relating to SEBG which
forms part of the circular published by SONA to its shareholders pursuant to the
condition to be satisfied by SEPT.
SEBHL indemnifies SEPT and SONA for losses that are attributable to the 40 per cent.
interest in the Block G4/50 Concession which continues to be owned by SEBG during
the period from 1 January 2014 to the date of completion of the Block G4/50 Transfer
Agreement listed in Part 7 of the SONA SPA. The general limitations on SEBHL’s
liability as set out under paragraph 8.1.7 above are not applicable in relation to this
indemnity.
SEBHL indemnifies SEPT for an amount equal to 66.67 per cent. of SEBG’s losses
arising out of or in relation to any claims of an employment related nature made against
SEBG by a person who ceased to be employed by Brunel Energy (Thailand) Limited
prior to 1 January 2014 and has provided consultancy or contractor services direct to
SEBG in Thailand. The general limitations on SEBHL’s liability as set out under
paragraph 8.1.7 above are not applicable in relation to this indemnity. However, if any
such claim is made after completion, this indemnity extends only to amounts payable due
to a breach by SEBG prior to the date of the SONA SPA and SEBHL’s liability expires
four years following completion. The SONA SPA provides specific limitations on
SEBHL’s liability where this results from a change in law and also gives SEBHL the
right to conduct the defence on behalf of SEBG in relation to any such employment
claims.

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 SEBHL indemnifies SEPT for certain tax losses which arise in relation to the SONA
Disposal. These include indemnities relating to events which occur on or before
31 December 2013 and relating to income, profits or gains earned, accrued or received on
or before 31 December 2013.

8.1.9 Guarantee
Each of Salamander and SONA guarantees SEBHL and SEPT respectively in relation to
due and punctual performance of contractual obligations and provides an indemnity for
loss where this does not occur.

8.1.10 Governing law and arbitration

The SONA SPA is governed by English law and has provisions for dispute resolution
through arbitration in accordance with the arbitration rules of the Singapore
International Arbitration Centre with an arbitration panel consisting of three arbitrators.

8.1.11 Amendments to the SONA SPA

The parties to the SONA SPA signed a supplemental agreement to the SONA SPA on
28 August 2014 (the ‘‘Supplemental SPA’’), amending the SONA SPA. The Supplemental
SPA amended and replaced the recital of the SONA SPA which detailed the issued share
capital of SEBG held by SEBHL and also amended the definitions of ‘‘Working Capital
Amount’’, ‘‘Shareholders’ Agreement’’ and ‘‘Management Services Agreement’’.

8.1.12 Latest developments

Please refer to paragraph 8 of Part I (Information on the Transaction) of this Prospectus
for an update in relation to the potential termination of the SONA SPA.

Concession Agreements
8.2 Block B8/38 Concession
Petroleum Concession No. 3/2539/50 (for the purpose of this summary, the ‘‘Concession’’) was
awarded to SOCO Exploration (Thailand) Co. Ltd, which changed its name to SETCL, on
24 October 1996. SOCO owned 99.993 per cent. of the issued share capital of SETCL. The
Concession was subject to a farm in by GFI, and TOP under the terms of a participating
agreement. In 2007, TOP assigned its interest in the farm in to GFI.
On 17 March 2008 the Company completed the acquisition of GFI by means of a scheme of
arrangement and GFI subsequently changed its name to SEBG. On 27 July 2009 the Minister of
Energy approved SETCL’s transfer of 60 per cent. of its interest in the Concession to SEBG as
evidenced by a Supplementary Petroleum Concession (No.4) to Concession No. 3/2539/50 dated
27 July 2009.
Pursuant to a share sale agreement dated 19 July 2010 between SOCO International Operations
LLC (‘‘SIOPS’’) and Salamander, Salamander acquired all of the issued shares in the capital of
SOCO which holds a 99.993 per cent. ownership of SETCL, in effect giving the Company a
99.9972 per cent. indirect interest in the Concession.
The current participants under the Concession are:

SEBG .................... 60 per cent.

SEEPL................... 40 per cent.
The initial petroleum exploration period was six years from 24 October 1996 to 23 October
2002. This was extended by three years to 23 October 2005. The petroleum production period is
20 years from the date following termination of the exploration period. Renewal of the
petroleum production period for a period of not more than 10 years is permitted if applied for
no less than six months prior to the termination of the period. The Concession is currently in
the petroleum production phase.
The fiscal petroleum terms of the Concession include:
* concessionaire shall pay US$50,000 per annum throughout the commercial production life
of the Concession when the total daily production from the block first averages 5,000
barrels of crude oil equivalent for a period of 30 consecutive days; an additional
US$500,000 is payable when the total daily production first averages 5,000 barrels of

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 crude oil equivalent for a period of 60 consecutive days; an additional US$1,000,000 is
payable when the total daily production first averages 25,000 barrels of crude oil
equivalent for a period of 60 consecutive days;
* the concessionaire pays a monthly royalty for volume of production sold or disposed of.
The royalty rates are based on volume of production sold or disposed of in a month and
range from five per cent. to 15 per cent. (with five per cent. being payable in respect of a
volume of petroleum sold or disposed of which does not exceed 60,000 bbl/month and up
to 15 per cent. being payable in respect of a volume of petroleum sold or disposed of in
excess of 600,000 bbl/month);
* a surface reservation fee is payable at the rate prescribed by the ministerial regulations
being in force on the date of submission of the application for the reservation area;
* Special Remuneratory Benefit (‘‘SRB’’), as set out in the Petroleum Act B.E 2514 and as
amended by the Petroleum Act (No. 4) B.E. 2532 must be paid; and
* income tax is charged at a rate of 50 per cent. of the net profit from petroleum
operations.
In the case where the concessionaire fails to make a payment due to the government by the
stipulated date and such money is not for payments of royalty, SRB or petroleum income tax,
the concessionaire shall pay interest on such amount at the rate of 15 per cent. per annum
commencing from the date of default.
The priority for the disposal of natural gas is: (i) preservation of reservoir pressure; (ii) sale in
Thailand, including to the government; and (iii) export.
The Minister of Energy may revoke the Concession under certain circumstances as listed in the
Concession, including violation of the Concession or the Petroleum Acts. As required by the
Petroleum Act notice and opportunity to cure must be given.
The Concession terminates: upon expiration of the petroleum production period; when the
effective Concession area ceases to exist by virtue of the provisions of the Petroleum Act, or
through the concessionaire’s voluntary relinquishment; upon revocation; or upon termination of
the concessionaire’s status as a legal person. During the last five years of the petroleum
production period or the renewed petroleum production period, the concessionaire may not
remove, sell, give away, dispose of or transfer any property listed in the Concession except with
the prior written consent of the Minister of Energy. Upon the termination of the petroleum
production period, the concessionaire is required to turn over to the government all fixed assets
and facilities needed for the conduct of petroleum activities in the production area.
If the parties cannot settle disputes by mutual agreement, such disputes are to be resolved by
arbitration in Thailand before two arbitrators and a referee applying the rules of the
International Court of Justice save for disputes related to compliance with the Petroleum
Income Tax Act B.E 2514, disputes relating to criminal offences under the Petroleum Act B.E
2514, disputes in connection with the Petroleum Act B.E 2514 where the concessionaire has been
pursuing a claim in the Thai Court and disputes on rulings or orders which are deemed to be
final pursuant to the Petroleum Act B.E 2514.

8.3 Block B8/38 petroleum area licence

The Production Area Licence (for the purpose of this summary, the ‘‘Licence’’) relates to
Concession No. 3/2539/50. The Licence is dated 7 March 2006. Pursuant to the Licence the
Department of Mineral Fuels (Thailand) awarded SETCL an area for petroleum production.
The awarded area is 376.5626 km2. Pursuant to the terms of Petroleum Concession No.3/2539/
50, the petroleum production period in production areas shall be 20 years (which is subject to a
renewal period).

8.4 Block B8/38 sale and purchase agreement

Pursuant to a sale and purchase agreement dated 19 July 2010, Salamander acquired the
membership interests in SOCO (being 100 per cent. of the limited liability company interests in
SOCO or ownership interests in the capital) from SIOPS. SOCO owns SETCL, which holds a
40 per cent. interest in the B8/38 licence in the Gulf of Thailand.

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 Under the terms of the agreement, the initial consideration for the membership interests in
SOCO was US$105,000,000 adjusted for any leakage, actual tax liabilities and change in net
current assets from the net current assets position at 31 December 2009 and to reflect the
intercompany balance position at the date of completion, being 20 September 2010.
The terms of the agreement provide for the payment of contingent consideration of
US$1,000,000 plus interest within five business days after production of one million barrels of
oil from the first new discovery on the B8/38 licence that is located more than five kilometres
from the Bualuang Well Head Platform.
The agreement provides that SIOPS is responsible for the termination of the contract of
employment or consultancy agreement of Dr Suphapong and Mr Bunlua Waiprib and SIOPS
agrees to indemnify SOCO and/or SETCL against all costs, claims or liabilities that SOCO and/
or SETCL incur in connection with such termination.
Salamander agreed to change the names of SOCO and SETCL within 20 business days of
completion and to procure that each of SOCO and SETCL cease using the word ‘‘SOCO’’ in
any way in connection with its business within three months of completion. Salamander agreed
to protect, defend and indemnify SIOPS against any losses arising after completion out of the
use of the word ‘‘SOCO’’ as part of the names of SOCO and SETCL or in connection with
their business.
The limitation period for warranty claims (other than tax claims) is 12 months from the date of
the agreement. The limitation period for tax claims is: (i) three months from the expiry of the
relevant statute of limitation applicable to tax claims in the United States of America or
Thailand; (ii) three months following the date of the final settlement of any tax claim made by a
taxation authority for which SIOPS would be liable under the terms of the agreement; or (iii)
three months following final settlement of any queries raised by a taxation authority whether or
not such final settlement if made outside the relevant statute of limitations applicable to tax
claims.
The maximum aggregate liability of SIOPS for breach of the warranties relating to the
membership interests in SOCO or the ownership interests in SETCL is US$75,000,000. The
maximum aggregate liability of SIOPS for breach of tax warranties is US$75,000,000. The
maximum aggregate liability of SIOPS for breach of any other warranty is US$50,000,000. The
aggregate liability for all claims under the warranties and tax warranties is limited to
US$105,000,000.
The obligations of SIOPS under the agreement and the tax deed are guaranteed by SOCO
International plc.
The agreement is governed by English law.

8.5 Block G4/50 Petroleum Concession

Petroleum Concession No. 15/2550/91 (for the purpose of this summary, the ‘‘Concession’’) was
awarded to Chevron and MOECO on 19 December 2007 (for the purpose of this summary, the
‘‘Effective Date’’). Under the Concession, Chevron held an undivided participating interest of
75 per cent. and MOECO held an undivided participating interest of 25 per cent.
Chevron transferred all of its interests in the Concession to MOECO under an assignment
agreement dated 9 December 2010. On 5 January 2012, the Minister of Energy approved the
transfer and MOECO became the sole concessionaire as evidenced by a Supplementary
Petroleum Concession (No.1) to the Concession No. 15/2550/91.
MOECO and SEBG entered into a farm out agreement dated 8 September 2011 under which
MOECO transferred 100 per cent. of its undivided participating interest in the rights and
obligations under the Concession to SEBG. The transfer is subject to the consent of the
Minister of Energy of Thailand.
Pursuant to Supplementary Petroleum Concession (No. 2) to Petroleum Concession No. 15/2550/
91 dated 29 June 2012, pursuant to which the Minister of Energy granted approval to MOECO
to transfer all of its rights, benefits and obligations under the Petroleum Concession No. 15/
2550/91 to SEBG. SEBG became the sole concessionaire and the operator for the Petroleum
Concession No. 15/2550/91.

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Pursuant to Supplementary Petroleum Concession (No. 3) to Petroleum Concession No. 15/2550/
91 dated 26 June 2013, pursuant to which the Minister of Energy granted approval to SEBG to
alter the physical work obligations under Petroleum Concession No. 15/2550/91. SEBG became
obligated to complete the drilling of two exploratory wells with a minimum expenditure of
US$6,000,000 by 18 December 2013.
Pursuant to the Approval Letter dated 14 May 2014 from the Department of Mineral Fuels in
Thailand (for the purpose of this summary, the ‘‘Approval Letter’’), pursuant to which the
Minister of Energy granted approval to SEBG to renew the petroleum exploration period of
Block G4/50 for a period of three years from 19 December 2013 to 18 December 2016. The
signing of Supplementary Petroleum Concession (No. 4) to Petroleum Concession No. 15/2550/
91 in relation to this approval as enclosed with the Approval Letter has not yet occurred.
There are three phases of petroleum exploration and the Concession is currently in the third
phase. The third phase relates to a renewal of the exploration period for a maximum of 10
years and the minimum expenditure obligation in this phase is negotiated between the
concessionaire and the government (for which, see the description of the Approval Letter
above).
The petroleum production period is 20 years from the day following the date of termination of
the exploration period. Renewal is permitted if applied for no less than six months prior to
termination of the petroleum production period.
The fiscal terms of the Concession include that the concessionaire shall pay:
* US$30,000 during the second phase of exploration in relation to training, study,
conferences and seminars;
* a surface reservation fee (prescribed under ministerial regulations);
* a monthly royalty for volume of production sold or disposed of. The royalty rates are
based on volume of petroleum sold or disposed of in a month and range from five per
cent. to 15 per cent. (with five per cent. being payable in respect of a volume of
petroleum sold or disposed of which does not exceed 60,000 bbl/month up to 15 per cent.
being payable in respect of the volume of production of petroleum sold or disposed of
exceeding 600,000 bbl/month);
* SRB, as set out in the Petroleum Act B.E 2514 and as amended by the Petroleum Act
(No. 4) B.E. 2532; and
* income tax at the rate of 50 per cent. of the net profit from petroleum operations.
The priority for the disposal of natural gas is: (i) preservation of reservoir pressure; (ii) sale in
Thailand, including to the government; and (iii) export.
The parties acknowledge that the Concession entitles a Thai legal entity (being an entity in
which Thai nationals hold greater than a 50 per cent. interest) to acquire an undivided
participating interest of not less than five per cent. under the Concession. Such entity will be
required to reimburse the concessionaire for all of the expenditure which has been incurred in
connection with the block prior to the date of its participation in proportion to its undivided
participating interest share and bear its percentage participation interest share of all the
expenditure incurred in connection with the block from the date of its participation. This right
has not been exercised to date.
The Minister of Energy may revoke the Concession under certain circumstances as listed in the
Concession including, amongst others, failing to commence petroleum exploration and
bankruptcy. As required by the Petroleum Act, notice and opportunity to cure must be given.
The Minister of Energy may revoke the Concession on the occurrence of certain events
including, amongst others, failing to commence petroleum exploration and bankruptcy.
The Concession terminates: upon expiration of the petroleum production period; when the
effective Concession area ceases to exist by virtue of the provisions of the Petroleum Act, or
through concessionaire’s voluntary relinquishment; upon revocation; or upon termination of
concessionaire’s status as a legal person.
During the last five years of the petroleum production period or the renewed petroleum
production period, the concessionaire shall not remove, sell, give away, dispose of or transfer
any property listed in the Concession except with the prior written consent of the Minister of

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 Energy. Upon the termination of the petroleum production period, the concessionaire shall
deliver to the government (free of charge) all fixed assets and facilities needed for the conduct of
petroleum activities in the production area.
If the parties cannot settle disputes by mutual agreement, such disputes are to be resolved by
arbitration in Thailand before two arbitrators and a referee applying the rules of the
International Court of Justice save for disputes related to compliance with the Petroleum
Income Tax Act B.E 2514, disputes relating to criminal offences under the Petroleum Act B.E
2514, disputes in connection with the Petroleum Act B.E 2514 where the concessionaire has been
pursuing a claim in the Thai Court and disputes on rulings or orders which are deemed to be
final pursuant to the Petroleum Act B.E 2514.

8.6 Block G4/50 Farm Out Agreement

The farm out agreement is dated 8 September 2011 and relates to MOECO transferring 100 per
cent. of its undivided participating interest in rights and obligations under the Concession No.
15/2550/91 (including the operatorship and all associated rights and obligations of the operator)
to SEBG.
The transfer is subject to the consent of the Government of Thailand to the transfer of Chevron
Petroleum (Thailand) Ltd’s 75 per cent. undivided participating interest to MOECO (which
consent was obtained on 5 January 2012) and the subsequent government consent to the
transfer from MOECO to SEBG (for the purpose of this summary, the ‘‘Conditions’’).
If government consent in respect of the Conditions is not received by 1 September 2012, then
SEBG has until 1 December 2012 to decide whether or not to proceed into the next contract
year (the sixth year) under the Concession (if SEBG fails to decide by this time, MOECO may
decide on its behalf and bind SEBG to the continuation of the Concession).
If the Concession continues into the next contractual year under the Concession but government
consent in respect of the conditions is not obtained by 1 November 2013, both parties shall
have a right to terminate the Block G4/50 Farm Out Agreement.
If the parties agree to terminate the Block G4/50 Farm Out Agreement on this basis (or SEBG
elects not to continue the Concession into the next contractual year, the sixth year of the
Concession), the remaining work obligations under the Concession are payable by SEBG, save
for the obligation to drill two wells in the fifth contractual year under the Concession, which
shall be paid by MOECO subject to a US$6,000,000 cap.
SEBG’s obligations under the Block G4/50 Farm Out Agreement are required to be supported
by a parent company guarantee from the Company.
MOECO agrees to be liable to SEBG for all obligations attributable to SEBG’s participating
interest prior to the effective date of the Block G4/50 Farm Out Agreement (deemed to be
19 December 2010).
Until the transfer of the participating interest to SEBG receives government consent, SEBG is
required to act as ‘‘de facto’’ operator under the Concession, including by performing and
paying for the minimum work obligations for the second obligation period under the
Concession. In support of this obligation (amongst other obligations on MOECO):
* SEBG may charge a fee to MOECO;
* MOECO is required to execute all required service agreements upon written request of
SEBG; and
* MOECO is required to do all such further reasonable acts as are necessary to enable
SEBG to perform its duties as de facto operator under the Block G4/50 Concession.
MOECO is granted an option to either: (i) back in during either the second obligation period
(three years from the day following the date of termination of the first obligation period in the
exploration period) or the third obligation period (the renewal of the petroleum exploration
period) for up to 50 per cent. of the undivided participating interest in the concession; or (ii)
elect to receive an overriding royalty on production from the area covered by the concession
(five per cent. of the gross revenue from the first production area under the Concession, and
three per cent. from each subsequent production area under the concession). Where MOECO
elects to back in: (i) prior to the end of the second obligation period, it will be able to secure a
25 per cent. working interest for no consideration or share of costs; with any incremental

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 percentage acquired resulting in the payment of an amount equivalent to a proportionate
participating interest share of costs incurred up to the end of the period; or (ii) during the third
obligation period, it will pay the same amount as it would have done if it had exercised the
back-in option during the second obligation period, plus a disproportionate share of costs for
the third obligation period. Where MOECO elects to receive the overriding royalty, it may elect
to assign its right to the payments, subject to the prior consent of SEBG (not to be
unreasonably withheld).
The parties acknowledge that as the Concession entitles a Thai legal entity to acquire no less
than five per cent. of the undivided participating interest in the Concession, that MOECO or, as
the case may be following a transfer, SEBG shall transfer such interest when required.
Subject to the assignment conditions, during the interim period the parties are entitled to
transfer their rights and obligations under the Block G4/50 Farm Out Agreement, and their
participating interests, provided they obtain the prior written consent of the other party. It is
expressly stated that any transfer of part or all of the participating interest of SEBG to a third
party shall not release SEBG of its duties, obligations and liabilities under the Block G4/50
Farm Out Agreement, and that SEBG will indemnify MOECO for any losses, costs or damages
arising as a result of default by any third party transferee.
If SEBG or MOECO fail to pay amounts due under the Block G4/50 Farm Out Agreement,
default interest accrues at LIBOR plus five per cent., calculated from the date of the default
until the date upon which such default is cured and the non-defaulting party has the option
following five days’ notice to the defaulting party of such default to require the defaulting
party’s participating interest to be reassigned to the non-defaulting party.
The Block G4/50 Farm Out Agreement is governed by English law, and all disputes which are
unable to be resolved by negotiation amongst senior executives are required to be submitted to
the Singapore International Arbitration Centre.
8.6.1 Deed of assignment in respect of the farm out agreement relating to Petroleum Concession
No. 15/2550/91, Thailand
This deed of assignment documents the transfer (subject to the approval of the
Government of Thailand) of the 100 per cent. undivided participating interest and the
operatorship in Petroleum Concession No. 15/2550/91 from MOECO to SEBG pursuant
to the farmout agreement dated 8 September 2011 (as summarised above).
The deed of assignment is governed by English law.
8.6.2 Parent company guarantee from Salamander in favour of MOECO in respect of farm out
agreement relating to Petroleum Concession No. 15/2550/91, Thailand
The guarantee is dated 8 September 2011 and is required to be procured by SEBG
pursuant to the terms of the farm out agreement dated 8 September 2011 (set out above),
relating to the Concession. Salamander agrees to guarantee the full and punctual
performance by SEBG of its obligations under the farm out agreement.
The guarantee is stated to expire on the earlier of: (i) the discharge of all the guaranteed
obligations (including any costs of enforcement); (ii) the date of government consent to
MOECO to exercise its back-in option; (iii) the expiry of the term of the Concession; and
(iv) the exercise of MOECO’s option to receive an overriding royalty (see further above).

8.7 Block G4/50 Agreement

8.7.1 Introduction
This is an agreement between Salamander and SONA (the ‘‘Block G4/50 Agreement’’)
setting out the arrangements in relation to funding obligations in respect of the Block
G4/50 Concession and the financial implications for SONA and Salamander of MOECO
exercising certain rights under the Block G4/50 Farm Out Agreement. Under the Block
G4/50 Agreement, Salamander has agreed to hold SONA harmless in respect of costs and
expenses incurred in SEBG that relate to the 40 per cent. interest in the Block G4/50
Concession that is the subject of the Block G4/50 Transfer Agreement.

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 8.7.2 Carry and costs
Salamander agrees to pay (or procure the payment of) 100 per cent. of the costs
associated with the next two exploration wells and any other exploration expenditures in
Block G4/50 up to a total amount of US$15,000,000 after which each of Salamander and
SONA will be liable for their respective share of SEBG’s costs for Block G4/50 on a pro
rated basis of 33.33 per cent. and 66.67 per cent. respectively.

8.7.3 MOECO’s exercise of rights

Where MOECO elects to exercise its rights under the Block G4/50 Farm Out Agreement:
(a) to an overriding royalty, an amount equal to the overriding royalty is to be paid
subject to the following on a pro rated basis of 60 per cent. by the Salamander
Group and 40 per cent. by SONA Group. SONA Group will bear 100 per cent. of
the overriding royalty up to a total cumulative amount of US$10,000,000, after
which SEBHL will pay its share of the overriding royalty. Immediately upon
approval of a production area in Block G4/50, SEPT will pay SEBHL
US$5,000,000; or
(b) pursuant to a back in option to acquire a participating interest in the Block G4/50
Concession, SEPT will participate in certain shares of the amounts payable by
MOECO in respect of the third obligation period. SEPT undertakes to give its
portion of the payment entitlement to SEBHL up to a maximum amount of
US$15,000,000. In the event that SEPT’s share of the payment entitlement is less
than US$15,000,000, SEPT will make up any shortfall.
Any payments by the parties under the Block G4/50 Agreement will be treated by the
parties as a variation of the purchase price payable for the SONA Sale Shares.

8.7.4 Latest developments

Please refer to paragraph 8 of Part I (Information on the Transaction) of this Prospectus
for an update in relation to the potential termination of the SONA SPA (and related
transaction documentation, including this agreement).

8.8 Bangkanai PSC

The Bangkanai PSC was entered into between BPMIGAS, an oil and gas upstream regulatory
agency in Indonesia and EBEL as contractor and approved by the Government of Indonesia on
30 December 2003 (for the purpose of this summary, the ‘‘Effective Date’’) in respect of the
Bangkanai area.
The current participants under the concession are:

SEBAN ...................................................................... 54 per cent.

Salamander Energy (Central Kalimantan) Limited... 11 per cent.
Salamander Energy (Kerendan) Limited ................... 5 per cent.
Saka ........................................................................... 30 per cent.

The contract provides that within three months of the contractor’s notification to BPMIGAS of
first discovery of petroleum which can be commercially produced, BPMIGAS may require the
contractor to offer a right to back-in for a 10 per cent. interest in the PSC to the designated
Indonesian participant (a company with Indonesian nationals as shareholders). The relevant
entity is required to reimburse the contractor for 10 per cent. of historical operating costs
incurred in the contract area.
The contract further provides that at the end of six years from the Effective Date the contractor
may make a request that BPMIGAS extend the concession by a further four years (as allowed
pursuant to the PSC). If no commercial quantities have been discovered at the end of the first
10 years, the contract will terminate automatically. In the event that the contractor does not
produce petroleum in commercial quantities within a maximum period of five consecutive years
after the end of the exploration period the contractor shall be obliged to relinquish the contract
area.

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The term of the contract is 30 years from the Effective Date.
The fiscal terms of the contract provide that:
* the contractor pays production bonuses (which are not cost recoverable) of US$100,000,
US$250,000 and US$500,000 on reaching cumulative production of each of 25 MMboe,
50 MMboe and 75 MMboe respectively;
* 20 per cent. of total petroleum production in each year (the ‘‘FTP’’) is shared between
BPMIGAS and the contractor in accordance with the parties’ Profit Oil Share and Profit
Gas Share (see below);
* the contractor has the right to recover operating costs against available production
produced. Operating costs are defined to include depreciated capital costs and non-capital
costs in relation to each year’s operations, such as labour and materials, services, plus the
costs of surveys and the intangible costs of drilling exploratory and development wells.
Unrecovered costs can be carried forward to future years for cost recovery purposes;
* the contractor can recover an investment credit of up to 102.14 per cent. of the capital
investment costs directly required to develop oil and gas production facilities for
production from pre-tertiary reservoir rocks and up to 15.78 per cent. for oil production
facilities for production from tertiary reservoir rock;
* after allowing for FTP and cost-recovery, BPMIGAS and the contractor allocate the
Profit Oil Share as follows:

BPMIGAS Contractor
Description share share

Marginal field ....................................................................... 64.2857% 35.7143%

EOR projects ........................................................................ 64.2857% 35.7143%
Pre-tertiary 5 50,000 boepd ................................................ 64.2857% 35.7143%
Pre-tertiary 50,001-150,000 boepd ........................................ 73.2143% 26.7857%
Pre-tertiary 4 150,000 boepd............................................... 82.1429% 17.8571%
All other crude production................................................... 73.2143% 26.7857%
The Profit Gas Share is: BPMIGAS 37.5 per cent. and contractor 62.5 per cent.;
* a percentage of the contractor’s share of Profit Oil is required to satisfy domestic market
obligations, such percentage not to exceed 25 per cent. of the oil produced from the
contract area multiplied by the Profit Oil Share. The price paid for DMO oil depends
upon the year in which the field started commercial production: for the first five years of
commercial production the price paid for DMO oil is the weighted average contract price
of all crude produced and sold in the relevant contract area for the relevant calendar
year; after five years of production (based on ICP), the DMO oil price is reduced to
15 per cent. of the weighted average contract price of all crude produced and sold in the
relevant contract area for the relevant calendar year;
* the contractor pays Indonesian income tax including any final tax on profits after tax
deduction if applicable, on the revenue from the sale of its Profit Oil Share and Profit
Gas Share (including its share of FTP). The contractor is also subject to branch profits
tax on after-tax profits;
* for the purposes of Indonesian income tax payments, the oil sales price is deemed to be
equal to the applicable ICP or DMO price and the gas sales price is the weighted
average price of gas sold to third parties; and
* an administration fee of US$75,000 is payable by the contractor to BPMIGAS at the
start of each contract year to cover administrative requirements such as transport, visas
and security requirements and further advances may be payable in addition to this
amount where requested by BPMIGAS.
The contractor is required to use its best reasonable efforts to market the oil (to the extent
markets are available), including BPMIGAS’s share of oil unless BPMIGAS notifies otherwise.
The contractor has the right to export its share of oil and retain abroad the proceeds from such
sale after complying with domestic market obligations. Gas is treated on an equivalent basis to
oil under the fiscal terms of the contract except in respect of the parties’ respective shares in
production and as otherwise mentioned above.

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 All equipment purchased by the contractor under a work program becomes the property of the
Government of Indonesia. The contractor undertakes to employ and train Indonesian personnel
for the purposes of its operations. The costs and expenses of training Indonesian personnel are
included in operating costs, as are expenditures incurred and funding estimates made by the
contractor in relation to its abandonment and site restoration program.
The contractor can assign all or any part of its participating interest under the contract to
affiliates without the consent of BPMIGAS and the Government of Indonesia and to a non
affiliated party with the prior written consent of BPMIGAS and the Government of Indonesia,
provided that the assignee does not hold any participating interest in any other PSC.
At least three months prior to the beginning of each calendar year, the contractor is responsible
for preparing and submitting to BPMIGAS a work program and a budget of operating costs for
operations for the ensuing calendar year. The contractor should include in the budget of
operating costs an estimate of anticipated abandonment and site restoration costs. The
contractor can make changes to a work program provided that the general objective of the
work is not changed and there is no increase in the expenditures in the approved budget of
operating costs.
Any delay or default by either party to perform its obligations under the contract shall be
excused to the extent that the delay or default is attributable to circumstances beyond the
control and without the fault or negligence of the party.
The contractor may relinquish its rights and be relieved from its obligations arising under the
contract in future if operations are no longer warranted after notifying and consulting with
BPMIGAS.
If at the end of the first six years of the contract, the contractor has failed to perform as a
reasonable and prudent operator or has failed to perform its obligations, BPMIGAS may issue
a ‘‘Performance Deficiency Notice’’ and unless the contractor remedies the deficiency within 120
days of such notice (or any extended period of time agreed by the parties), BPMIGAS has the
right to terminate the contract.
Either party may terminate the contract by 90 days’ written notice if the other party commits a
major breach and conclusive evidence of such breach is proven in arbitration.
In relation to gas, the contract contemplates that where operating and financial data reveal that
commercial production of gas is possible, the parties will agree on arrangements with respect to
gas production having due regard to the long term character of gas supply contracts.
Disputes under the contract which cannot be settled amicably are to be resolved finally by
arbitration in accordance with the arbitration rules of the International Chamber of Commerce.
The contract is governed by Indonesian law.

8.9 Bangkanai joint operating agreement

The Bangkanai joint operating agreement was entered into between EBEL and Mitra Energia
Bangkanai Ltd, dated 25 April 2005. The joint operating agreement relates to the joint
exploration, appraisal, development, production and disposition of petroleum from the
Bangkanai contract area. The current operator under the JOA is SEBAN.
The joint operating agreement continues in effect until termination of the Bangkanai PSC and
all property used in connection with the joint or sole operations in the contract area has been
removed and disposed of, and there has been final financial settlement between the parties.
The participating interests of the parties as of the date of the joint operating agreement was in
accordance with a farm in agreement dated 1 October 2004 under which 49 per cent. of EBEL’s
participating interest was transferred to Mitra Energia Bangkanai Limited. On 25 April 2006
Mitra Energia Banganai Limited assigned 15 per cent. of its participating interest to Bangkanai
Petroleum (L) Berhad.
Each party is entitled to take and separately dispose of its respective portion of petroleum
produced and saved from the contract area.
The joint operating agreement contains an acknowledgement by the parties that if gas is
discovered it may be necessary for the parties to enter into arrangements for gas disposal which
are consistent with any development plan under the contract.

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 The operator is liable to the other parties only for gross negligence and is indemnified by the
other participants for all other acts as operator. No party is liability for consequential or
environmental loss.
An operating committee is established to exercise overall supervision and control of matters
pertaining to the joint operations. Each party owning a participating interest of 15 per cent. or
more is to appoint one representative and one alternate representative to serve on the operating
committee.
Exclusive operations provisions are included in the contract. Back-in penalties range from 400
per cent. to 1000 per cent.
A default will result in loss of the defaulting party’s entitlement to hydrocarbons. The joint
operating agreement provides for a buy-out option of a defaulting party’s interest to non-
defaulting parties where the default is not remedied with interest within a specified period.
Assignment to affiliates with consent is permitted. A party has the right to withdraw from the
contract by giving notice.
Disputes are referred to binding arbitration in accordance with the arbitration rules of the
Singapore Arbitration Association and such arbitration is take place in Singapore. The contract
is governed by Indonesian law.
Joint operating agreement novation agreement entered into between Saka, SEBAN, Salamander
Energy (Central Kalimantan) Limited, Salamander Energy (Kerendan) Limited and Bangkanai
Petroleum (L) Berhad dated 20 June 2013 relating to Bangkanai whereby SEBAN was released
from, and Saka accepted, 30 per cent. of the liabilities and obligations under the original joint
operating agreement dated 25 April 2005 as a result of a farmout agreement between
Salamander and Saka dated 11 March 2013 whereby Salamander transferred a 30 per cent.
participating interest in and under the joint operating agreement to Saka.

8.10 Bangkanai sale and purchase agreement

Pursuant to a sale and purchase agreement dated 11 November 2010, SEGL acquired from
PTET the entire issued share capital of EBEL, which owns a 69 per cent. interest in the
Bangkanai PSC.
The total consideration for the shares of EBEL was US$11,200,000. Prior to the date of the
agreement, SEGL paid a non refundable deposit of US$500,000, and provided PTET with two
standby letters of credit in the amount of US$6,500,000 and US$4,200,000. The letters of credit
were exercisable at the date of closing, being 22 November 2010. The consideration was subject
to a working capital adjustment, to be settled within 30 days of the closing date.
SEGL warranted that it would procure EBEL to grant a free carry to Chariot of a five per
cent. participating interest in the Bangkanai PSC until first gas production. SEGL further
warranted that it agreed to Chariot’s active participating interest of six per cent. in the
Bangkanai PSC (cash call) that was in existence at the date of the agreement. The parties agreed
that, once EBEL had recovered the costs paid by it under the Bangkanai PSC from the date of
the agreement to first gas production (to the extent approved as recoverable), Chariot would be
entitled to recover its costs paid under the Bangkanai PSC up to the date of closing, to the
extent that such costs were approved as recoverable by the BPMIGAS.
Under the terms of the sale and purchase agreement, PTET agreed to procure that EBEL
terminate the employment of all its employees prior to the date of closing. PTET warranted that
a severance payment of Indonesian rupiah 5,000,000,000 represented the full amount the
employees were entitled to as a result of the termination. PTET agreed to transfer Indonesian
rupiah 2,537,358,625 to EBEL as part of the severance payment and SEGL agreed to be
responsible for the remaining amount of Indonesian rupiah 2,462,641,375. PTET agreed to
indemnify EBEL and SEGL against any and all claims made by the employees relating to their
employment prior to the termination or to the termination itself. Pursuant to the terms of the
agreement, SEGL and EBEL have the right to re-hire all employees of EBEL, treating such
employees as if they had not previously been employed by EBEL, and SEGL agreed to procure
EBEL to provide an equal or better salary for such employees.
SEGL agreed that within 90 days of the closing date, it would use reasonable efforts not to use
the word ‘‘Elnusa’’ as all or part of EBEL’s name.

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 PTET agreed to indemnify SEGL for all claims, demands and actions accruing before the
effective date, being the date on which the rights and obligations of PTET in connection with
the operational activities of EBEL in relation to the Bangkanai PSC are transferred to SEGL,
commencing on 31 October 2010. SEGL agreed to indemnify PTET for all claims, demands and
actions accruing after the effective date. PTET further agreed to indemnify SEGL for all tax
liabilities including all penalties, resulting from the operations of EBEL before the effective date,
or resulting from an event occurring on or before the effective date.
The agreement is governed by Indonesian law.

8.11 Bangkanai Farm Out Agreement

SEBAN entered into a farm out agreement with Saka dated 11 March 2013 (the ‘‘Bangkanai
Farm Out Agreement’’) by which SEBAN agreed to assign, subject to certain conditions, a 30
per cent. participating interest in the Bangkanai PSC to Saka. In consideration for the 30 per
cent. participating interest and a 30 per cent. share of any pre-2013 cost recovery pool, Saka
paid SEBAN US$27 million on 26 June 2013. There is a carry arrangement under the
Bangkanai Farm Out Agreement whereby Saka will pay an additional 50 per cent. of the
development costs, excluding geological and geophysical costs but including general and
administrative expenses, up to a maximum of US$30 million. Saka will also pay an additional
30 per cent. of the West Kerendan-1 well costs from 1 January 2012, up to a maximum of
US$5.6 million and an additional 7.5 per cent. of the costs of a second exploration well, up to a
maximum of US$1.5 million. Under the terms of the Bangkanai Farm Out Agreement, pre-2013
costs are recovered first (i.e. Saka receives 30 per cent.), following which Saka will recover the
carried costs from a 50 per cent. share of total cost recovery from SEBAN.

8.12 Medco swap agreement

On 7 March 2013, SEBAN, SESL and SEBL entered into a swap agreement with Medco
Bangkanai, Medco Simenggaris and Medco Bengara. Under the swap agreement, SESL agreed
to assign, subject to certain conditions, a 21.0 per cent. participating interest in the Simenggaris
PSC to Medco Simenggaris. SEBL also agreed to assign, subject to certain conditions, a
41.67 per cent. participating interest in the Bengara-I PSC to Medco Bengara. In consideration
for both of these assignments, Medco Bangkanai agreed to assign, subject to certain conditions,
a 15.0 per cent. participating interest in the Bangkanai PSC to SEBAN. No cash consideration
was payable under the swap agreement. The effective date of the transaction was 1 January
2013.
The assignments of the interests under the relevant PSCs were subject to prior approval of the
Government of Indonesia and SKKMiGas (received 22 July 2013 and 11 September 2013
respectively). Under the swap agreement, the assignors agreed to indemnify the assignees for any
breach of the assignor’s obligations to satisfy any of its financial commitments under the
relevant PSCs or other related obligations prior to the effective date, while the assignees agree
to hold the assignors harmless for any obligations arising after the effective date. Each assignor
further agreed to give a tax indemnity to the corresponding assignee in respect of certain tax
claims which may arise out of or as a result of the relevant assignments on or before the
effective date of the transaction or between the effective date and the date of completion of the
transaction where these arise outside the ordinary course of business. The swap agreement has a
standard set of warranties and specifies a ceiling for each assigned interest on the amount which
a party may recover from another under any claim. A party cannot assign its rights or
obligations under the swap agreement, except to an affiliate, with such assignment being subject
to certain conditions and consents. The swap agreement is governed by the laws of England and
Wales with provisions for any unresolved dispute to be submitted for arbitration in accordance
with the rules of the Singapore International Arbitration Centre and with Singapore as the place
of arbitration.

8.13 Bontang PSC

The Bontang PSC was entered into between BPMIGAS and EPB on 30 December 2003 (for the
purpose of this summary, the ‘‘Effective Date’’). EPB assigned 80 per cent. of its rights and
obligations in this PSC to SEBP on 18 November 2005. Salamander acquired 100 per cent. of
the issued shares in SEBP pursuant to a Share Sale and Purchase Deed with Capitalrealm dated
9 March 2006.

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Pursuant to a share sale agreement dated 2 March 2010 between PT Eksindo Petroleum
Tabuhan and Salamander, Salamander acquired all of the issued shares in the capital of
Bontang Energy Limited. At that time Bontang Energy Limited held a 20 per cent. interest in
the Bontang PSC. With the SEBP stake Salamander therefore owned a 100 per cent. stake in
the Bontang PSC. The term of the contract is 30 years from the Effective Date.
The fiscal terms of the contract provide that:
* the contractor pays production bonuses of US$2.5 million on reaching cumulative
production of each of 25 MMboe, 50 MMboe, and 75 MMboe;
* 15 per cent. of total production in each year, the FTP, is shared between BPMIGAS and
the contractor in accordance with the parties’ Profit Oil Share and Profit Gas Share (see
below);
* the contractor has the right to recover operating costs against available production
produced. Operating costs are defined to include depreciated capital costs and non-capital
costs in relation to each year’s operations, such as labour, materials and services, plus the
costs of surveys and the intangible costs of drilling exploratory and development wells.
Unrecovered costs can be carried forward to future years for cost recovery purposes;
* the contractor can recover an investment credit of up to 80 per cent. of the capital
investment costs directly required to develop gas production facilities for new fields in
water depth of more than 1,000 metres;
* after allowing for FTP and cost-recovery, BPMIGAS and the contractor allocate the
remaining petroleum in accordance with the parties’ respective shares of production; the
contractor receiving 58.8235 per cent. of oil production (Profit Oil) and 67.2269 per cent.
of gas (Profit Gas) and BPMIGAS receiving the remaining 41.1765 per cent. and
32.7731 per cent. of crude oil and gas production respectively;
* a percentage of the contractor’s share of Profit Oil is required to satisfy DMO, such
percentage not to exceed 25 per cent., of the oil produced from the contract area
multiplied by the Profit Oil Share. The price paid for the DMO oil depends upon the
year in which the field started commercial production: for the first 5 years of commercial
production the price paid for DMO oil is the weighted average price of all crude
produced and sold in the relevant contract area; after 5 years of production the DMO oil
price is reduced to 25 per cent. of the weighted average price of all crude produced and
sold in the relevant contract area for the relevant calendar year;
* the contractor pays Indonesian income tax including final tax on profits after tax
deduction if applicable, on the revenue from the sale of its Profit Oil Share and Profit
Gas Share (including their share of FTP). The contractor is also subject to branch profits
tax on after-tax profits; and
* for the purposes of Indonesian income tax payments the oil sales price is deemed to be
equal to the applicable ICP or DMO price and the weighted average price of gas sold to
third parties.
Within 3 months of the contractor’s notification to BPMIGAS of first discovery of petroleum
which can be commercially produced, BPMIGAS may require the contractor to offer a right to
back-in for a 10 per cent. interest in the PSC to the designated Indonesian participant (a
company with Indonesian nationals as shareholders). The relevant entity is required to reimburse
the contractor for 10 per cent. of historical operating costs incurred in the contract area.
The contractor is required to market BPMIGAS’s share of oil unless BPMIGAS notifies
otherwise. The contractor has the right to export its share of oil and retain abroad the proceeds
from such sale after complying with domestic market obligations. Gas is treated on an
equivalent basis to oil under the fiscal terms of the contract except in respect of the parties’
respective shares in production and as otherwise mentioned above.
All equipment purchased by the contractor under a work program becomes the property of
BPMIGAS. The contractor undertakes to employ and train Indonesian personnel for the
purposes of its operations. The costs and expenses of training Indonesian personnel are included
in operating costs. The contractor must make a deposit into an abandonment fund, and this is
treated as an operating cost for the purposes of cost recovery. Any excess in the fund, after
fulfilling abandonment obligations, reverts to BPMIGAS.

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 The contractor can assign any undivided part of its interest under the contract to affiliates
without the consent of BPMIGAS and the Government of Indonesia. Any assignment to a third
party requires the prior written consent of BPMIGAS and the Government of Indonesia.
At least three months prior to the beginning of each calendar year, the contractor is responsible
for preparing and submitting to BPMIGAS a work program and a budget of operating costs for
operations for the ensuing calendar year. The contractor should include in the budget of
operating costs an estimate of anticipated abandonment and site restoration costs. The
contractor can make changes to a work program provided that the general objective of the
work is not changed and there is no increase in the expenditures in the approved budget of
operating costs.
Any delay or default by either party to perform its obligations under the contract shall be
excused to the extent that the delay or default is attributable to circumstances beyond the
control and without the fault or negligence of the party.
The contract states that if at the end of the first six years of the contract (or 10 years if
extended by BPMIGAS at the contractor’s request), commercial quantities of petroleum have
not been discovered, the contract automatically terminates. At the end of the initial six years of
the contract, the contractor can request a four year contract extension from BPMIGAS and
BPMIGAS cannot unreasonably withhold its approval to such extension.
The contract states that if at the end of the first six years of the contract, the contractor has
failed to perform as a reasonable and prudent operator or has failed to perform its obligations,
BPMIGAS may issue a ‘‘Performance Delivery Notice’’, and unless the contractor remedies the
deficiency within 120 days of such notice (or any extended period of time agreed by the parties),
BPMIGAS has the right to terminate the contract.
Either party may terminate the contract by 90 days’ written notice if the other party commits a
major breach and conclusive evidence of such breach is proven in arbitration.
The contractor may relinquish its rights and be relieved from its obligation arising under the
contract in future if operations are no longer warranted after notifying and consulting with
BPMIGAS.
In relation to gas, the contract contemplates that where operating and financial data reveal that
commercial production is possible, the parties will agree on arrangements with respect to gas
production.
Disputes under the contract are to be referred to final and binding arbitration, conducted in
accordance with the arbitration rules of the International Chamber of Commerce. The contract
is governed by Indonesian law.

8.14 Block E5-North Concession

The E5-North Block Concession was awarded to Esso Exploration Inc on 16 March 1979. The
Concession was amended by supplementary Concessions Nos. 1, 2, 3 and 4. Salamander
acquired its interest in the Concession through APICO LLC (‘‘APICO’’) by virtue of a transfer
from Amerada Hess (Thailand) Limited (‘‘AHTL’’) of part of its interest to APICO and by the
Minister of Energy’s consent provided by supplementary Concession No. 4, dated 4 November
2003. Participants and their respective interests in the Concession, as stated in Supplementary
Concession No. 5, dated 5 July 2004, are: AHTL 35 per cent.; APICO 35 per cent.; Exxon
Mobil Exploration and Production Khorat Inc. (‘‘EMEPKI’’) 10 per cent., and PTT Exploration
and Production Public Company Ltd (‘‘PTTEP’’) 20 per cent (from a back-in right). The
Concession area covers Block E5-North. The operator of the current Concession area is PTTEP.
The exploration period of the concession was 8 years from the date of the Concession (16 March
1979) and the production period is 30 years from the termination of the exploration period. The
initial exploration period was extended pursuant to supplementary Concession No. 1 dated
19 June 1989 for a further period of 4 years. The expiry date for the Concession is 15 March
2021. A further extension to the production period, of up to 10 years, is available under the
Concession which needs to be applied for 6 months before expiration.
The fiscal terms of the concession provide that:
* a production bonus of US$7,000,000 is payable within 30 days in the event that daily
production of oil exceeds an average of 100,000 boepd or the gas energy equivalent for a
period of 120 days;

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 * a further production bonus of US$14,000,000 is payable within 30 days in the event that
daily production of oil exceeds an average of 200,000 boepd or the gas energy equivalent
thereof, for a period of 120 consecutive days;
* the concessionaire shall pay income tax at a rate of 50 per cent. of net profits derived
from the petroleum business;
* the concessionaire shall pay a surface reservation fee of 4,000 Thai baht per square
kilometre or fraction thereof per year; and
* the concessionaire is required to contribute toward an environmental protection fund.
This Concession is currently in the production phase.
The basis of the royalty payable is 12.5 per cent. of the value of the petroleum sold or disposed
of or, if paid in kind, volume of petroleum equivalent in value to one seventh of the value of
petroleum sold or disposed of.
The concessionaire has the right to export its share of gas and retain abroad the proceeds from
such sale after complying with domestic market obligations pursuant to which natural gas must
be disposed of in the following order of priority: (i) use in conservation of petroleum resources;
(ii) sale or disposal in Thailand; and (iii) export for sale or disposal.
The Minister of Energy undertakes to assist the concessionaire in its dealings with other
government agencies and with landowners. The concessionaire’s benefits and rights are not to be
challenged unilaterally including immunity from taxes, pricing and posting of petroleum,
retaining and remitting money in foreign currency abroad and liability to royalties and income
tax.
During the last five years of the petroleum production period and at the end of this period the
concessionaire shall not remove or sell any of the plant, machinery or infrastructure except with
the prior written consent of the Minister of Energy.
During the term of the Concession the concessionaire must fulfil work obligations and must also
meet minimum expenditure requirements in relation to the work obligations.
The concessionaire can seek renewal of the petroleum production period for a period not
exceeding 10 years provided all of its obligations under the Concession are being complied with.
The Government of Thailand is entitled to a 20 per cent. participation after the discovery of
commercial petroleum reserves which has already been exercised.
Disputes are to be referred to arbitration to be held in a place agreed by the parties and, in the
absence of agreement, Zurich and awards are to be determined in accordance with Thai law and
applicable principles of international law save for disputes related to compliance with the
Petroleum Income Tax Act B.E 2514 (as amended), disputes relating to criminal offences under
the Petroleum Act B.E 2514 (as amended), disputes in connection with the Petroleum Act B.E
2514 (as amended) where the concessionaire has been pursuing a claim in the Thai Court and
disputes on rulings or orders which are deemed to be final pursuant to the Petroleum Act B.E
2514 (as amended).
The Concession terminates on: (i) the termination of the petroleum production period; (ii) when
the Concession area ceases to exist by operation of law; (iii) upon voluntary relinquishment by
the concessionaire; (iv) upon revocation of the Concession; or (v) upon the termination of the
concessionaire’s status as a legal person.

8.15 Block E5-North joint operating agreement

In relation to Block E5-North, APICO is a participant in the joint operating agreement between
AHTL and PTTEP, entered into on 11 August 2001, to which it became a party pursuant to a
side agreement to the Block E-5 North joint operating agreement dated 4 November 2003. The
current parties to the agreement are AHTL, APICO, EMEPKI and PTTEP. The parties’
respective interests in the contract are in accordance with their respective interests in Concession
No. 2/2522/17. Under this contract, AHTL is the operator.
The joint operating agreement continues until the Concession ceases to be in force, all joint
property is disposed of, and final settlement is made between the parties in accordance with
their respective rights and obligations.

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 Termination of the joint operating agreement does not prejudice rights and remedies occurring
prior to termination at or in consequence of its termination or any proceedings with respect to
any rights or remedies including proceedings by way of arbitration under the agreement.
Apart from petroleum sold under the terms of the gas sales agreements and gas coordination
agreement and liquid hydrocarbon extracted from production each party is entitled to take and
separately dispose of its respective portion of petroleum produced and saved from the contract
area in accordance with the Concession and at its own expense.
Removal of the operator is provided for where:
* the operator does not commence and diligently pursue the curing of a material breach
committed by it within 30 working days of written notice from a non-operator specifying
the default and requesting the operator to remedy the same; or
* the operator becomes bankrupt, insolvent or makes an assignment for the benefit of
creditors.
The operator is liable only for gross negligence or wilful misconduct. There is no liability for
consequential loss or damage.
Upon the resignation or removal of the operator, a new operator shall be designated by the
representatives of the parties owning at least 81 per cent. of the participating interests.
An operating committee is established to exercise overall supervision and control of matters
pertaining to the joint operations. Operating committee decisions in respect of exploration
operations require the affirmative vote of at least two parties holding an aggregate of 60 per
cent. of the participating interest whilst a vote of at least two parties holding an aggregate of
81 per cent. of the participating interests is required for other matters.
The contract contains sole-risk development provisions. The sole risk party shall have the right
to receive all of the production attributable to such sole risk operation until the sole risk party
shall have received out of the said production or until such time that the non-participating
parties shall have paid the sole risk party their proportionate share of an amount equal to the
sum of: (i) 400 per cent. of the cost of drilling, deepening, deviating, completing, recompleting,
reworking or testing a development well and installing production facilities; plus (ii) 100 per
cent. of the operating costs and expenses.
Forfeiture of a defaulting party’s interest to the non-defaulting parties is provided for where the
default is not remedied within a specified period. In addition to other remedies available, the
non-defaulting parties shall have the option to require the defaulting party to assign a share of
the defaulting party’s rights and entitlements under this agreement and the Concession.
Assignment to an affiliate or representative of the Government of Thailand is permitted.
Pre-emptive right provisions apply in the case of assignment to a third party. All assignments
must be in accordance with the requirements of the Petroleum Act and are subject to the
government approvals, the joint operating agreement, the Concession, the gas sales agreements
and the gas coordination agreement.
At least 3 months prior to the date on which any relinquishment or application to renew any
portion of the Concession is due or proposed, the operator shall furnish to each party a written
recommendation with respect to such application or relinquishment. Unless such
recommendation is approved by a vote of the parties owning at least 81 per cent. of the
participating interest within 30 days from the date such written recommendation is notified to
the parties, the operator shall call a meeting of the operating committee to reach a decision on
the course of action to be followed.
The contract is governed by Thai law. Disputes are to be referred to arbitration by three
arbitrators in accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce, Paris and awards are to be determined in accordance with Thai law
and principles of law established by the Courts of international jurisdiction and practice and
usage in the oil and gas industry.

8.16 Block EU-1 Concession

This Concession was initially awarded to Esso Udon Inc on 3 June 1981. The Concession was
amended by supplementary Concessions Nos. 1, 2, 3 and 4.

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Salamander acquired its interest in the Concession by virtue of a transfer from Amerada Hess
(Thailand) Limited (‘‘AHTL’’) of part of its interest to APICO and by virtue of supplementary
Concession No.2, dated 4 November 2003, by which the Minister of Energy granted consent to
the transfer.
The Concession area covers Block EU-1. The exploration period of the concession was 8 years
from the date of the Concession (3 June 1981) and the production period is 30 years from the
termination of the exploration period. The expiry date for the concession is 2 June 2019. A
further extension to the production period of a period not exceeding 10 years is available under
the Concession.
The parties to the Concession and their respective interests are: AHTL 35 per cent.; APICO
35 per cent.; EMEPKI 10 per cent.; and PTTEP (through its subsidiary PTTEP Siam Ltd) 20
per cent. The operator of the current Concession area is PTTEP.
The fiscal terms of the Concession provide that:
* a production bonus of US$20,000,000 is payable within 30 days in the event that daily
production of oil exceeds an average of 100,000 boepd or the gas equivalent for a period
of 120 consecutive days;
* a further production bonus of US$40,000,000 is payable within 30 days in the event that
daily production of oil exceeds an average of 200,000 boepd, or the gas equivalent
thereof, for a period of 120 consecutive days;
* the concessionaire shall pay income tax at a rate of 50 per cent. of net profits derived
from the petroleum business;
* the concessionaire shall pay a surface reservation fee of 4,000 baht per square kilometre
or fraction thereof per year; and
* the concessionaire is required to contribute funds to an environmental protection fund.
The Concession is currently in the production phase.
The basis of the royalty payable is 12.5 per cent. of the value of the petroleum sold or disposed
of or, if paid in kind, a volume of petroleum equivalent in value to one seventh of the value of
petroleum sold or disposed of.
The concessionaire has the right to export its share of gas and retain abroad the proceeds from
such sale after complying with domestic market obligations pursuant to which natural gas must
be disposed of in the following order of priority: (i) use in conservation of petroleum resources;
(ii) sale or disposal in Thailand; and (iii) export for sale or disposal.
The Minister of Energy undertakes to assist the concessionaire in its dealings with other
government agencies and with landowners. The concessionaire’s benefits and rights are not to be
challenged unilaterally including immunity from taxes, pricing and posting of petroleum,
retaining and remitting money in foreign currency abroad and liability to royalties and income
tax.
During the last 5 years of the petroleum production period and at the end of this period the
concessionaire shall not remove or sell any of the plant, machinery or infrastructure except with
the prior written consent of the Minister of Energy.
During the term of the Concession the concessionaire must fulfil work obligations and must also
meet minimum expenditure requirements in carrying out the work obligations.
The concessionaire can seek renewal of the petroleum production period for a period not
exceeding 10 years provided all obligations under the Concession are being complied with.
Disputes are to be referred to arbitration to a place agreed upon by the parties, or in the
absence of agreement, Zurich, Switzerland and awards are to be determined in accordance with
Thai law and applicable principles of international law save for disputes related to compliance
with the Petroleum Income Tax Act B.E 2514 (as amended), disputes relating to criminal
offences under the Petroleum Act B.E 2514 (as amended), disputes in connection with the
Petroleum Act B.E 2514 (as amended) where the concessionaire has been pursuing a claim in
the Thai Court and disputes on rulings or orders which are deemed to be final pursuant to the
Petroleum Act B.E 2514 (as amended).

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 The Concession terminates on: (i) the termination of the petroleum production period; (ii) when
the concession area ceases to exist by operation of law; (iii) upon voluntary relinquishment by
the concessionaire; (iv) upon revocation of the Concession; or (v) upon the termination of the
concessionaire’s status as a legal person.

8.17 Block EU-1 joint operating agreement

In relation to Block EU-1, APICO entered into a joint operating agreement with AHTL on
4 November 2003. PTTEP, through its subsidiary PTTEP Siam Ltd, later became a party to the
joint operating agreement as a result of its accession to Block EU-1 which was approved on
31 January 2005. Under this contract, AHTL is the operator. The current parties to the
agreement are AHTL, APICO, EMEPKI and PTTEP Siam Ltd.
The joint operating agreement continues until the Block EU-1 Concession ceases to be in force,
or, if later, all property used in connection with the petroleum operations is disposed of, and
final settlement is made between the parties in accordance with their respective rights and
obligations.
Termination of the joint operating agreement does not prejudice rights or remedies accruing
prior to termination at or in consequence of its termination or any proceedings with respect to
any right or remedies including proceedings by way of arbitration under the agreement.
Apart from petroleum sold under the terms of the gas sales agreement and gas coordination
agreement, and liquid hydrocarbon extracted from production, each party is entitled to take and
separately dispose of its respective portion of petroleum produced and saved from the contract
area in accordance with the Concession and at its own expense.
The agreement provides for removal of the operator if:
(i) the operator does not commence and diligently pursue the curing of a material breach
committed by it within 30 days of written notice from a non-operator specifying the
default and requesting the operator to remedy the same; or
(ii) the operator becomes bankrupt, insolvent or makes an assignment for the benefit of
creditors.
The operator is liable only for gross negligence or wilful misconduct. There is no liability for
consequential loss.
Upon the removal or resignation of the operator a new operator shall be designated by the
representatives of the parties owning at least 81 per cent. of the participating interests.
An operating committee is established to exercise overall supervision and control of matters
pertaining to the joint operations. Operating committee decisions in respect of exploration
operations require the affirmative vote of two parties holding an aggregate of 60 per cent. of the
participating interest, whilst a vote of at least two parties having a combined interest of more
than 81 per cent. of the participating interests is required for all other matters.
The joint operating agreement contains sole-risk exploration operations and sole risk
development operations provisions. A non-participating party has certain options to reinstate the
rights it relinquished in respect of sole-risk exploration operations and sole-risk development
operations and such non-participating parties shall pay their respective participating interest in
such sole-risk exploration operation equal to the relevant proportionate share of all liabilities
and expenses including overheads. In addition, a non-participating party is also required to pay
a cash premium in an amount equal to 800 per cent. (including overheads) of the non-
participating parties’ relevant proportion of the original cost for sole-risk drilling to participate
in geophysical work, appraisal drilling or a development program relating to a discovery from
sole-risk drilling, and testing, as prescribed in the joint operating agreement
Forfeiture of a defaulting party’s interest to the non-defaulting parties is provided for where the
default is not remedied with interest within a specified period. In addition to other remedies
available, non-defaulting parties shall have the option to require the defaulting party to assign a
share of the defaulting party’s rights and entitlements under the agreement and the Concession.
Assignment to an affiliate or representative of the Government of Thailand is permitted subject
to obtaining any required government approvals.

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 Pre-emptive right provisions apply in the case of assignment to a third party. All assignments
must be in accordance with the requirements of the Petroleum Act and are subject to
government approvals, the joint operating agreement, the Concession, the gas sales agreement
and the gas coordination agreement.
At least three months prior to the date on which any relinquishment or application to renew
any portion of the Concession is due or proposed, the operator shall furnish to each party a
written recommendation with respect to such application or relinquishment. Unless such
recommendation is approved by a vote of the parties owning at least 81 per cent. of the
participating interest within 30 days from the date such written recommendation is notified to
the parties, the operator shall call a meeting of the operating committee to reach a decision on
the course of action to be followed.
The agreement is governed by Thai law. Disputes are to be referred to arbitration by three
arbitrators in accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce, Paris and awards are to be determined in accordance with Thai law
and principles of law established by courts of international jurisdiction and practice and usage
in the oil and gas industry.

8.18 Blocks L15/43 and L27/43 Concession

Petroleum Concession No. 9/2546/66 (Blocks L15/43 and L27/43) was awarded to Nucoastal
(Thailand) Limited on 25 September 2003 by the Minister of Energy. By virtue of
Supplementary Concession No.1 dated 12 April 2006, the Minister of Energy granted consent to
the transfer of a 100 per cent. interest in the concession to APICO (Khorat) Limited (‘‘APICO
(Khorat)’’).
The concession area covers onshore Blocks L15/43 and L27/43. The concession provides for an
exploration period of six years from 25 September 2003 to 24 September 2009 and a production
period of 20 years from the termination of the exploration period. The Concession was renewed
(by virtue of Supplementary Concession No. 5) for a third obligation period until 24 September
2012.
Supplementary Concession No. 6 dated 21 May 2012 granted approval to alter the physical
work obligations of Salamander in Block L27/43 to conduct a geological study in the block and
a three dimensional seismic survey covering an area of at least 75 km2 with a minimum
expenditure obligation of US$1,575,000.
The third obligation period was extended in relation to Block L15/43 until 5 March 2014 by
virtue of Supplementary Concession No.7 dated 6 March 2013. By letter dated 28 August 2012,
in exercise of the power conferred by Section 42 and Section 22/1 (2) of the Petroleum Act B.E.
2514, the DMF approved the creation of the Dong Mun production area in Block L27/43. By
an approval letter dated 29 August 2014, in exercise of the power conferred by Section 42 and
Section 22/1(2) of the Petroleum Act B.E. 2514, the DMF approved the creation of the
Sinphuhorm East Production Area in Block L15/43. The concession thereby entered into the
petroleum production period with respect to the area so created.
By an approval letter dated 1 October 2012, the DMF approved APICO (Khorat)’s reservation
of an area of 492 km2 in Block L27/43 for not more than five years from the end of the
exploration period. In consideration for such reservation, APICO (Khorat) is required to pay a
reservation fee of 100,000 Thai baht/km2 each year. By a further approval letter dated
11 September 2014, the DMF approved APICO (Khorat)’s reservation of an area of 390 km2 in
Block L15/43 for not more than five years from the end of the exploration period. In
consideration for such reservation, APICO (Khorat) is required to pay a reservation fee of
100,000 Thai baht/km2 each year.

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 The fiscal terms of the concession provide that:
* the concessionaire pays a monthly royalty for volume of petroleum sold or disposed of.
The royalty rates are as follows:

Incremental
Volume (bbl/month) royalty

Less than 60,000.............................................................................................. 5.00%

60,000 to 150,000 ............................................................................................ 6.25%
150,000 to 300,000........................................................................................... 10.00%
300,000 to 600,000........................................................................................... 12.50%
Greater than 600,000....................................................................................... 15.00%
A conversion rate of 10 MMBTU of heating value of gas equivalent to one bbl is
applied;
* SRB, as set out in the Petroleum Act B.E 2514 and as amended by the Petroleum Act
(No.4) B.E. 2532 must be paid. For the calculation of the SRB, the geological constant
(K) has been determined as 450,000m for each block and the special reduction (‘uplift’)
has been set at 35 per cent. for each block; the SRB is computed at SRB rate multiplied
by petroleum profit, where:
* SRB rate ranges from 0 per cent. to 75 per cent. and is a function of adjusted
petroleum revenue per metre drilled; and
* petroleum profit is petroleum revenue less royalty, capex, opex and losses carried
forward, with up lift of 35 per cent. on production facilities capex;
* a surface reservation fee is payable at the rate prescribed by the ministerial regulations
being in force on the date of submission of the application for the reservation area; for
2014 the fee payable is US$1,680,000;
* capital depreciation is computed with tangible expenses depreciated over five years using
straight-line depreciation, intangible expenses (pre-production) depreciated over 10 years
using straight-line depreciation, and intangible expenses (post-production) expensed; and
* income tax is charged at a rate of 50 per cent. of the net profit from petroleum
operations.

8.19 West Bangkanai PSC

The West Bangkanai PSC was entered into between SKKMiGas and Salamander Energy (West
Bangkanai) Limited as contractor (for the purposes of this summary, the ‘‘Contractor’’) and
approved by the Government of Indonesia on 15 May 2013 (for the purposes of this summary,
the ‘‘Effective Date’’) in respect of the West Bangkanai area. Under the West Bangkanai PSC,
SKKMiGas is responsible for the management of petroleum operations in the West Bangkanai
area and the Contractor is responsible to SKKMiGas for execution of such petroleum
operations.
The term of the West Bangkanai PSC is 30 years from the Effective Date. At the end of six
years from the Effective Date the Contractor may make a request that SKKMiGas extend the
concession by a further four years. If at the end of the initial six years of the contract period
(or the end of the approved extension period, if applicable) no petroleum in commercial
quantities is discovered in the contract area, the Contractor shall be obliged to relinquish the
contract area.
Under the terms of the West Bangkanai PSC, SKKMiGas may require the Contractor to offer a
right to back-in for a 10 per cent. interest in the PSC to a designated Indonesian participant (a
company designated by the local government of the Republic of Indonesia) within one month of
the Contractor’s notification to SKKMiGas of the first plan of development being approved by
the central government of the Republic of Indonesia. The relevant entity is required to
reimburse the Contractor for 10 per cent. of historical operating costs incurred in the contract
area.

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The fiscal terms of the contract include the following:
* the Contractor pays production bonuses (which are not cost recoverable) of US$250,000,
US$500,000 and US$750,000 on reaching cumulative production of each of 25 MMboe,
50 MMboe and 75 MMboe respectively;
* the Contractor has the right to recover operating costs against the sales proceeds of
petroleum (or other dispositions of available petroleum). Operating costs are defined to
include depreciated capital costs and non-capital costs in relation to each year’s
operations, such as labour, materials and services used in day to day oil well operations,
oil field production facilities operations and other operating activities, including repairs
and maintenance and marketing. Unrecovered costs can be carried forward to future
years for cost recovery purposes;
* 20 per cent. of total production in each year (the ‘‘FTP’’) is shared between SKKMiGas
and the Contractor in accordance with the parties’ profit oil share and profit gas share;
* after allowing for FTP and cost recovery, the profit oil share is allocated such that
SKKMiGas has 58.333 per cent. and the Contractor has 41.6667 per cent.;
* the profit gas share is also allocated such that SKKMiGas has 41.6667 per cent. and the
Contractor has 58.3333 per cent.;
* a percentage of the Contractor’s share of profit oil is required to satisfy domestic market
obligations, such percentage not to exceed 25 per cent. of the Contractor’s profit oil
share multiplied by the total quantity of crude oil produced from the contract area. The
DMO oil price is 25 per cent. of the weighted average contract price of all crude oil
produced and sold in the relevant contract area for the relevant calendar year;
* a percentage of the Contractor’s share of profit gas is required to satisfy DMOs, such
percentage not to exceed 25 per cent. of the quantity of natural gas proven reserves in a
newly discovered reservoir in the contract area multiplied by the Contractor’s profit
share;
* the Contractor pays Indonesian income tax including any final tax on profits after tax
deduction if applicable, on the revenue from the sale of its profit oil share and profit gas
share (including its share of FTP); and
* an administration fee of US$75,000 is payable by the Contractor to SKKMiGas at the
start of each contract year to cover administrative requirements such as transport, visas
and security requirements and further advances may be payable in addition to this
amount where requested by SKKMiGas.
The Contractor is required to use its best reasonable efforts to market the oil (to the extent
markets are available), including SKKMiGas’s share of oil. The Contractor has the right to
export its share of oil from such sale after complying with DMO.
All equipment purchased by the Contractor under a work program becomes the property of the
Government of Indonesia. The Contractor undertakes to employ and train Indonesian personnel
for the purposes of its operations. The costs and expenses of training Indonesian personnel are
included in operating costs.
The Contractor can assign all or any part of its participating interest under the contract to
affiliates with the consent of the Government of Indonesia through SKKMiGas, provided that
the assignee does not hold any participating interest in any other PSC or other form of co-
operation contract.
The Contractor can assign all or any part of its participating interest under the contract to a
non-affiliated party with the prior written consent of the Government of Indonesia through
SKKMiGas, provided that the assignee does not hold any participating interest in any other
PSC or other form of co-operation contract and that the Contractor shall remain a majority
holder (greater than 50 per cent.) of the participating interest and shall hold the operatorship of
the contract.
At least three months prior to the beginning of each calendar year, the Contractor is responsible
for preparing and submitting to SKKMiGas a work program and a budget of operating costs
for operations for the ensuing calendar year. The Contractor can make changes to a work
program provided that the general objective of the work is not changed and there is no increase
in the expenditures in the approved budget of operating costs.

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 Any delay or default by either party to perform its obligations under the contract shall be
excused to the extent that the delay or default is attributable to circumstances beyond the
control and without the fault or negligence of the party.
At the end of three years from the Effective Date, the Contractor may relinquish its rights and
be relieved from its obligations arising under the contract in future if operations are no longer
warranted after notifying and consulting with SKKMiGas.
If at any time during the term of the contract, the Contractor has failed to perform as a
reasonable and prudent operator or has failed to perform its obligations, SKKMiGas may issue
a notice to the Contractor and unless the Contractor remedies the deficiency within 120 days of
such notice (or any extended period of time agreed by the parties), SKKMiGas has the right to
terminate the contract.
The contract contemplates that if natural gas is encountered in commercial quantities, special
provisions shall be drawn up having due regard to the long term character of natural gas supply
contracts.
The West Bangkanai PSC is governed by Indonesian law. Disputes under the contract which
cannot be settled amicably are to be resolved finally by arbitration in Indonesia in accordance
with the UNCITRAL arbitration rules.

8.20 West Bangkanai joint operating agreement

The West Bangkanai joint operating agreement (‘‘West Bangkanai JOA’’) was entered into
between Salamander WB and Saka Bangkanai dated 14 May 2014. The joint operating
agreement relates to the joint exploration, appraisal, development and production of
hydrocarbons from the West Bangkanai contract area. The current operator under the West
Bangkanai JOA is Salamander WB.
Salamander WB has a 70 per cent. participating interest and Saka Bangkanai has a 30 per cent.
participating interest under the West Bangkanai JOA. Subject to some limited exceptions, each
party is entitled to take and separately dispose of its respective portion of hydrocarbons
produced and saved from the contract area. The parties may also, by unanimous execution of a
multiparty natural gas disposition agreement, agree to dispose of natural gas produced under the
PSC on a multiparty basis to a common purchaser or purchasers.
Salamander WB as operator under the West Bangkanai JOA is liable to the other parties only
for gross negligence or wilful misconduct and is indemnified by the other participants for all
other acts as operator.
An operating committee is established to exercise overall supervision and control of matters
pertaining to the joint operations. Each party is to appoint one representative and one alternate
representative to serve on the operating committee.
The West Bangkanai JOA has customary provisions in relation to exclusive operations carried
out by fewer than all the parties to the agreement. This includes provisions in relation to costs
and use of property.
There are customary provisions in relation to default, and where a party defaults, the non-
defaulting party should issue a default notice to the defaulting party, giving them seven days to
remedy the default. If the defaulting party fails to remedy the default within this seven day
period, the defaulting party loses its entitlement to hydrocarbons until the default is remedied.
Until such point, the operator (or notifying party if the operator is the defaulting party) shall be
authorised to see the defaulting party’s entitlement to hydrocarbon on terms that are
commercially reasonable under the circumstances.
The West Bangkanai JOA continues in effect until termination of the West Bangkanai PSC and
all property used in connection with the joint or sole operations in the contract area has been
removed and disposed of, and there has been final financial settlement between the parties.
Under the terms of the West Bangkanai JOA, a party not in default has the right to withdraw
from the contract by giving notice, but remains liable for its share of certain costs and
obligations incurred prior to the date of its withdrawal. Such a withdrawing party is required to
assign its participating interest free of cost to each of the non-withdrawing parties in the
proportion of each of their participating interests.

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 The West Bangkanai JOA is governed by the laws of England and Wales. Disputes which
cannot be fully resolved between the parties shall be referred to binding arbitration in
accordance with the arbitration rules of the Singapore International Arbitration Centre and such
arbitration is to take place in Singapore unless otherwise agreed by all parties to the dispute.

8.21 North East Bangkanai PSC

The North East Bangkanai PSC was entered into between SKKMiGas and Salamander Energy
(North East Bangkanai) Limited as contractor (for the purposes of this summary, the
‘‘Contractor’’) and approved by the Government of Indonesia on 15 May 2013 (for the
purposes of this summary, the ‘‘Effective Date’’) in respect of the North East Bangkanai area.
Under this agreement, SKKMiGas is responsible for the management of petroleum operations in
the North East Bangkanai area and the Contractor is responsible to SKKMiGas for execution
of such petroleum operations.
The term of the North East Bangkanai PSC is 30 years from the Effective Date. At the end of
six years from the Effective Date the Contractor may make a request that SKKMiGas extend
the concession by a further four years (as allowed pursuant to the PSC). If at the end of the
initial six years of the contract period (or the end of the approved extension period, if
applicable) no petroleum in commercial quantities is discovered in the contract area, the
Contractor shall be obliged to relinquish the contract area.
Under the terms of the North East Bangkanai PSC, SKKMiGas may require the Contractor to
offer a right to back-in for a 10 per cent. interest in the PSC to a designated Indonesian
participant (a company designated by the Local Government of the Republic of Indonesia)
within one month of the Contractor’s notification to SKKMiGas of the first plan of
development being approved by the central government of the Republic of Indonesia. The
relevant entity is required to reimburse the Contractor for 10 per cent. of historical operating
costs incurred in the contract area.
The fiscal terms of the contract include the following:
* the Contractor pays production bonuses (which are not cost recoverable) of US$250,000,
US$500,000 and US$750,000 on reaching cumulative production of each of 25 MMboe,
50 MMboe and 75 MMboe respectively;
* the Contractor has the right to recover operating costs against the sales proceeds of
petroleum (or other dispositions of available petroleum). Operating costs are defined to
include depreciated capital costs and non-capital costs in relation to each year’s
operations, such as labour, materials and services used in day to day oil well operations,
oil field production facilities operations and other operating activities, including repairs
and maintenance and marketing. Unrecovered costs can be carried forward to future
years for cost recovery purposes;
* 20 per cent. of total production in each year (the ‘‘FTP’’) is shared between SKKMiGas
and the Contractor in accordance with the parties’ profit oil share and profit gas share;
* after allowing for FTP and cost recovery, the profit oil share is allocated such that
SKKMiGas has 58.333 per cent. and the Contractor has 41.6667 per cent.;
* the profit gas share is also allocated such that SKKMiGas has 41.6667 per cent. and the
Contractor has 58.3333 per cent.;
* a percentage of the Contractor’s share of profit oil is required to satisfy domestic market
obligations, and such percentage is not to exceed 25 per cent. of the Contractor’s profit
oil share multiplied by the total quantity of crude oil produced from the contract area.
The DMO oil price is 25 per cent. of the weighted average contract price of all crude oil
produced and sold in the relevant contract area for the relevant calendar year;
* a percentage of the Contractor’s share of profit gas is required to satisfy DMOs, such
percentage not to exceed 25 per cent. of the quantity of proven natural gas reserves in a
newly discovered reservoir in the contract area multiplied by the Contractor’s profit
share;
* the Contractor pays Indonesian income tax including any final tax on profits after tax
deduction if applicable, on the revenue from the sale of its profit oil share and profit gas
share (including its share of FTP); and

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 * an administration fee of US$75,000 is payable by the contractor to SKKMiGas at the
start of each contract year to cover administrative requirements such as transport, visas
and security requirements and further advances may be payable in addition to this
amount where requested by SKKMiGas.
The Contractor is required to use its best reasonable efforts to market the oil (to the extent
markets are available), including SKKMiGas’s share of oil. The Contractor has the right to
export its share of oil and from such sale after complying with domestic market obligations.
All equipment purchased by the contractor under a work program becomes the property of the
Government of Indonesia. The Contractor undertakes to employ and train Indonesian personnel
for the purposes of its operations. The costs and expenses of training Indonesian personnel are
included in the operating costs.
The Contractor can assign all or any part of its participating interest under the contract to
affiliates with the consent of the Government of Indonesia through SKKMiGas, provided that
the assignee does not hold any participating interest in any other PSC or other form of co-
operation contract.
The Contractor can assign all or any part of its participating interest under the contract to a
non-affiliated party with the prior written consent of the Government of Indonesia through
SKKMiGas, provided that the assignee does not hold any participating interest in any other
PSC or other form of co-operation contract and that the Contractor shall remain a majority
holder (greater than 50 per cent.) of the participating interest and shall hold the operatorship of
the contract.
At least three months prior to the beginning of each calendar year, the Contractor is responsible
for preparing and submitting to SKKMiGas a work program and a budget of operating costs
for operations for the ensuing calendar year. The contractor can make changes to a work
program provided that the general objective of the work is not changed and there is no increase
in the expenditures in the approved budget of operating costs.
Any delay or default by either party to perform its obligations under the contract shall be
excused to the extent that the delay or default is attributable to circumstances beyond the
control and without the fault or negligence of the party.
At the end of three years from the Effective Date, the Contractor may relinquish its rights and
be relieved from its obligations arising under the contract in future if operations are no longer
warranted after notifying and consulting with SKKMiGas.
If at any time during the term of the contract, the Contractor has failed to perform as a
reasonable and prudent operator or has failed to perform its obligations, SKKMiGas may issue
a notice to the Contractor and unless the Contractor remedies the deficiency within 120 days of
such notice (or any extended period of time agreed by the parties), SKKMiGas has the right to
terminate the contract.
The contract contemplates that if natural gas is encountered in commercial quantities, special
provisions shall be drawn up having due regard to the long term character of natural gas supply
contracts.
The North East Bangkanai PSC is governed by Indonesian law. Disputes under the North East
Bangkanai PSC which cannot be settled amicably are to be resolved finally by arbitration in
Indonesia in accordance with the UNCITRAL arbitration rules.

8.22 Block PM322 PSC

The Block PM322 PSC was entered into between Petronas, SEML and Petronas Carigali,
(together with SEML, for the purpose of this summary, the ‘‘Contractors’’) on 11 December
2013 (for the purpose of this summary, the ‘‘Effective Date’’) and relates to the exploration and
production of petroleum from Block PM322, offshore peninsular Malaysia.
The term of the Block PM322 PSC is 27 years commencing on the Effective Date. The
exploration period is three years from the Effective Date.
According to the terms of the Block PM322 PSC, if crude oil is discovered in a commercial
quantity in a sub-block, that sub-block becomes part of the development area. If the
Contractors fail to produce crude oil commercially from any sub-block within four years of it

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becoming part of the development area, that sub-block shall be deemed to be relinquished to
Petronas. Further, failure to make any discovery of non-associated gas shall render the gas fields
relinquished to Petronas.

The production of crude oil and non-associated gas may be carried out for a period of 20 years
commencing on the date of the first commercial production of crude oil or natural gas (as the
case may be) from the sub-block in which an oil field or gas field (as applicable) is located, or
the expiry of the term of the Block PM322 PSC (plus a five year gas holding period, in the case
of non-associated gas), whichever is earlier. If the Contractors fail to produce crude oil
commercially from any oil field for a continuous period of more than one year, that oil field
shall be deemed to be relinquished to Petronas.

The key fiscal terms of the contract include the following:

* a maximum of 10 per cent. of the gross production of crude oil and natural gas in each
quarter shall be taken by Petronas;

* the Contractors have the right to recover costs and expenses against available production,
other than certain non-recoverable expenditure, based on Contractors’ R/C;

* division of profit oil in any given quarter shall be determined based on the Contractors’
R/C for the immediate preceding quarter;

* where in any month the value of crude oil or natural gas exceeds the base price (which,
in the case of crude oil, is equal to US$40/bbl + two per cent. p.a., subject to a
maximum of US$80/bbl, and in the case of natural gas, is equal to US$3.30/MMBTU +
four per cent. p.a.) and the Contractors’ R/C exceeds 1, the Contractors shall make a
supplemental cash payment of 70 per cent. of the amount of profit above base price to
Petronas;

* the Contractors are obliged to pay to Petronas a research cess of 0.5 per cent. of the
price of every kilolitre of Cost Oil and Profit Oil to which they are entitled;

* the Contractors shall pay at their own expense all taxes (state and federal) for which they
are liable and such amounts shall not be cost recoverable;

* the Contractors are obliged to pay to Petronas an annual abandonment cess (which is
cost recoverable) based on an estimate of abandonment costs and reserves; and

* the minimum work commitment for the Contractors during the exploration period is the
acquisition and processing of 600 km2 of new 3D full-fold high quality seismic data,
drilling of not less than one firm exploration well and detailed and systematic review of
the hydrocarbon potential of the contract area. The minimum financial commitment by
the Contractors for such work is US$18,000,000 (being cost recoverable).

The Contractors may market, lift and export their portion of Cost Oil (excluding disputed cost)
and Profit Oil. Subject to the provisions on the valuation of crude oil, Petronas has the right to
market, lift and export on the Contractors’ behalf, the Contractors’ portion of Cost Oil and
Profit Oil.

The Contractors are obliged to comply with the national objective of maximising Malaysian
participation in the use of local equipment, facilities, goods, materials, supplies and services
required for the petroleum operations and shall give priority to Malaysian goods and services,
suppliers and facilities for the work programme. All equipment purchased by the Contractors
under a work programme becomes the property of Petronas.

A Contractor can only assign all or any part of its participating interest under the Block PM322
PSC (including to related parties) with the prior written approval of Petronas.

The Block PM322 PSC is governed by Malaysian law. Any disputes between the parties are to
be submitted to arbitration. The place of arbitration is Kuala Lumpur and any arbitration shall
be conducted in accordance with the Rules of Arbitration of the Kuala Lumpur Regional
Centre for Arbitration.

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8.23 Block PM322 joint operating agreement
The Block PM322 joint operating agreement (the ‘‘Block PM322 JOA’’) was entered into
between SEML and Petronas Carigali on 11 December 2013. The joint operating agreement
relates to the mutual rights and obligations of the parties in relation to the exploration,
exploitation, winning and obtaining of petroleum resources in offshore peninsular Malaysia
covered by the Block PM322 PSC.
SEML has an 85 per cent. participating interest and Petronas Carigali has a 15 per cent.
participating interest under the Block PM322 JOA. SEML is the current operator under the
Block PM322 JOA and is responsible for performance of operations on behalf of the parties.
Under the terms of the Block PM322 JOA, each party is entitled to own, take in kind and
separately dispose of its respective proportion of petroleum. The agreement states that if gas is
discovered in commercial quantity, the parties shall mutually agree upon the handling and
disposal of their percentage interests.
SEML, as operator is liable to the other parties only for gross negligence and is indemnified by
the other participants for all other acts as operator. No party is liable for loss of profits or
business, or special, indirect or consequential damages.
The Block PM322 JOA establishes a management committee to exercise overall supervision and
control of matters pertaining to joint operations. Each party is to appoint two representatives to
the management committee.
The Block PM322 JOA has customary provisions in relation to sole risking as well as cost
recovery for a sole risk project.
There are also customary provisions applicable where a party defaults as a result of a failure to
contribute funds requested by the operator by the due date. Where a defaulting party fails to
remedy its default within thirty days from the effective date of default, the non-defaulting party
may serve the defaulting party with a written demand for an assignment or transfer to the non-
defaulting party of the proportionate share of the rights and interests of the defaulting party
under the Block PM322 PSC and Block PM322 JOA, including the defaulting party’s share of
all petroleum.
A party can only assign all or a part of its participating interest under the Block PM322 JOA
together with its corresponding interest under the Block PM322 PSC and only with the approval
of Petronas . Any such assignment or transfer is also subject to the right of the other party to
acquire such participating interest in priority to the proposed assignee and on the terms agreed
with such assignee. A party cannot make any assignment which would result in such party or its
assignee owning less than a 10 per cent. participating interest under the Block PM322 JOA.
A party does not have the right to withdraw from the Block PM322 JOA and the Block PM322
PSC, by giving notice, until the minimum work or financial obligations for the applicable period
set forth in the contract have been fulfilled. Should all parties withdraw from the Block PM322
JOA, then the Block PM322 JOA and the Block PM322 PSC shall be terminated. The Block
PM322 JOA may also be terminated:
* by the unanimous consent of the parties;
* by the termination of the Block PM322 PSC; or
* by the vesting of all rights and obligations in one party.
The Block PM322 JOA is governed by Malaysian law. Any disputes between the parties are to
be submitted to arbitration. The place of arbitration is Kuala Lumpur and any arbitration shall
be conducted in accordance with the Rules of Arbitration of the Kuala Lumpur Regional
Centre for Arbitration.

8.24 Salamander Convertible Bonds

The Salamander Convertible Bonds were issued on 30 March 2010 in an aggregate principal
amount of US$100 million and have a final maturity date of 30 March 2015.
Unless previously purchased and cancelled, redeemed or converted, the Salamander Convertible
Bonds will be redeemed at their principal amount on 30 March 2015.

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On giving not less than 30 and not more than 60 days’ notice, Salamander may redeem all, but
not some only, of the Salamander Convertible Bonds at their principal amount, together with
accrued but unpaid interest to such date in the following circumstances:
(a) at any time on or after 20 April 2013, if the aggregate value of the bonds on each
dealing day in any period of not less than 20 dealing days in any period of 30
consecutive dealing days exceeds US$130,000;
(b) at any time if 85 per cent. or more in principal amount of the Salamander Convertible
Bonds originally issued shall have been previously purchased and cancelled, converted
and/or redeemed; or
(c) (i) Salamander satisfies BNP Paribas Trust Corporation UK Limited, in its capacity as
trustee that it has or will become obliged to pay additional amounts in respect of any
payments of interest in respect of the Salamander Convertible Bonds, as a result of,
among other things, any change in the laws or regulations of the United Kingdom, which
change became effective on or after 18 March 2010; and (ii) such obligation cannot be
avoided by Salamander taking reasonable measures available to it.
If Salamander gives notice of its intention to redeem the Salamander Convertible Bonds for tax
reasons, each Bondholder will have the right to elect that his Salamander Convertible Bonds
shall not be redeemed pursuant to such notice, whereupon payments of interest to be made in
respect of such Salamander Convertible Bonds shall be made subject to the deduction or
withholding of United Kingdom taxation required to be withheld or deducted.
Following the occurrence of a CB Change of Control (as defined below), the holder of each
Salamander Convertible Bond will have the right to require Salamander to redeem that
Salamander Convertible Bond on the change of control put date at its principal amount,
together with accrued and unpaid interest to such date. Salamander will have an option to
redeem the Salamander Convertible Bonds in sterling.
A ‘‘CB Change of Control’’ shall occur if an offer is made to all shareholders (or all such
shareholders other than the offeror and/or any associate of the offeror (as defined in Section
988(1) of the Companies Act), to acquire all or a majority of the issued ordinary share capital
of Salamander or if any person proposes a scheme with regard to such acquisition (other than
an exempt newco scheme) and (such offer or scheme having become or been declared
unconditional in all respects or having become effective) the right to cast more than 50 per cent.
of the votes which may ordinarily be cast on a poll at a general meeting of Salamander has or
will become unconditionally vested in any person and/or any associate of that person (as defined
in Section 988(1) of the Companies Act).
Interest is paid on the Salamander Convertible Bonds from (and including) 30 March 2010 at
the rate of 5.00 per cent. per annum calculated by reference to the principal amount thereof and
payable semi-annually in arrears in equal instalments on 30 March, and 30 September, in each
year commencing on 30 September 2010.
The Salamander Convertible Bonds have the benefit of a negative pledge and cross acceleration.
Each Salamander Convertible Bond entitles the holder to a conversion right to convert such
Salamander Convertible Bond into Salamander Shares, credited as fully paid.
The conversion right in respect of a Salamander Convertible Bond, may be exercised at the
option of the holder thereof, at any time (subject to any applicable fiscal or other laws or
regulations and the CB Conditions) from, and including, 10 May 2010 to, and including, the
close of business (at the place where the relevant Salamander Convertible Bond is delivered for
conversion) on (i) 25 March 2015 or (ii) if such Salamander Convertible Bond is to be
redeemed, at the option of Salamander (including redemption for taxation reasons, as described
above), prior to 30 March 2015, on the seventh calendar day before the date fixed for
redemption.
The number of Salamander Shares to be issued or transferred and delivered on exercise of a
conversion right in respect of a Salamander Convertible Bond will be determined by dividing the
principal amount of such Salamander Convertible Bond to be converted (translated into sterling
at a rate of US$1.529 per £1.00) by the conversion price in effect on the relevant conversion
date. The initial conversion price is £3.637 per Salamander Share.

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 The events of default under the CB Conditions include, but are not limited to, non-payment of
principal or interest by Salamander subject to certain grace periods, breach of Salamander’s
other obligations under the Salamander Convertible Bonds and related documents, cross default
in respect of other debt subject to a threshold of US$20 million, enforcement of certain types of
encumbrances assumed by Salamander or any of its principal subsidiaries over all or a
substantial part of their property or assets if not discharged within 60 days or in bona fide
dispute and insolvency of Salamander or any of its principal subsidiaries.
Holders of the Salamander Convertible Bonds will be contacted regarding the effect of the
Transaction on their rights in respect of the Salamander Convertible Bonds held by them.

8.25 NOK Bond

8.25.1 Overview
(a) The NOK Bond was entered into on 5 December 2013 between Salamander and
Norsk Tillitsmann ASA (the ‘‘NOK Bond Trustee’’), was issued on 6 December
2013 and was listed on the Nordic ABM on 19 March 2014. Under the NOK Bond,
a series of bonds in the maximum amount of US$150,000,000 were issued, ranking
pari passu between themselves and with a face value of US$200,000.
(b) The bonds constitute senior debt obligations of Salamander, are unsecured, and rank
at least pari passu with all other senior obligations of Salamander and rank ahead of
subordinated capital and debt.
(c) The proceeds of the NOK Bond were used by Salamander for general corporate
purposes of the Salamander Group including refinancing of existing indebtedness and
financing field development costs in relation to resources in Greater Bualuang,
Greater Kerendan and Onshore Northeast Thailand.

8.25.2 Repayment
(a) The NOK Bond is repayable in full on 6 January 2020 and shall be repaid at par.
Salamander shall pay interest on the par value of the bonds from, and including, the
issue date at a fixed rate of 9.75 per cent. per annum semi annually on 30 June and
31 December each year except for the first interest payment date which was 30 June
2014 and the last interest payment date which shall be the maturity date.
(b) Salamander has a call option to redeem the NOK Bond in whole or in part.
(c) Bondholders have a right of prepayment upon a change of control as described
below.
(d) The NOK Bond provides that, in certain circumstances, disposals can lead to the
triggering of a bondholder option to receive partial prepayment at 100 per cent. of
par. Whether the option is exercisable, and the extent to which any right of
prepayment arises, depends on the extent to which disposal proceeds are used to
repay debt and invest in capital expenditures and/or acquire development assets.

8.25.3 Guarantee and indemnity

(a) The NOK Bond Trustee, is liable for direct losses incurred by bondholders or
Salamander as a result of gross negligence or wilful misconduct. This is limited to a
maximum of US$150,000,000.
(b) Salamander is liable for, and shall indemnify the NOK Bond Trustee fully in respect
of, all losses, expenses and liabilities incurred by the NOK Bond Trustee as a result
of negligence by Salamander (including its directors, management, officers,
employees, agents and representatives) to fulfil its obligations under the terms of the
NOK Bond and any other finance document, including losses incurred by the NOK
Bond Trustee’s own actions based on misrepresentations made by Salamander.

8.25.4 Fees
Salamander covers all costs and expenses incurred by itself and the NOK Bond Trustee
in connection with the NOK Bond including, but not limited to, obligations, preparation
and enforcement. Fees and expenses payable to the NOK Bond Trustee are covered by a
separate agreement.

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 8.25.5 Covenants, warranties and representations
(a) Salamander has a covenant to pay on any payment date all amounts due in relation
to the NOK Bond and any other finance document. Other general covenants exist,
and are valid until no amounts are outstanding under the NOK Bond, including,
but not limited to, providing information, pari passu ranking, mergers, cessation of
business, corporate status, compliance with law and insurance. Special covenants
exist including, but not limited to, distributions, disposals, indebtedness, security and
financial support. There are other financial covenants in relation to liquidity and
compliance and capital employed, leverage and interest cover ratios. The Transaction
does not result in any breach of the aforementioned covenants.
(b) Several warranties and representations exist in the NOK Bond including, but not
limited to, Salamander’s status, consent, conflicts and confirmation of no litigation,
no misleading information and environmental compliance.

8.25.6 Events of default

The following events may lead the NOK Bond Trustee to declare Salamander in default
of its obligations under the NOK Bond: (i) non-payment of obligations under the NOK
Bond or any specified finance document; (ii) breach of other obligations; (iii) cross
default in relation to any group company; (iv) misrepresentation under the NOK Bond
or any specified finance documents; (v) insolvency of any group company; (vi) insolvency
proceedings against and dissolution of any group company; (vii) where creditors seize
over US$2,000,000 of any group company’s assets; (viii) impossibility or illegality; and
(ix) material adverse effect. The Transaction does not result in any breach of the
aforementioned events of default.

8.25.7 Change of control

(a) A change of control includes a situation where any person, group of persons under
the same influence, or persons acting in concert directly or indirectly obtaining the
majority of voting rights in Salamander or a right to elect a majority of the board
of directors.
(b) A change of control also includes where the Salamander Shares are de-listed from
the London Stock Exchange, or any other recognised stock exchange, and no
subsequent re listing occurs.
(c) Each bondholder shall have a right of prepayment of its bonds at a price of 101 per
cent. of par value plus accrued interest on the occurrence of a change of control
event. This must be exercised within 60 days of Salamander giving notice of a
change of control event.

8.25.8 Governing law

(a) The NOK Bond and all disputes arising out of are governed by Norwegian law. The
courts of Norway shall exclusively resolve matters with the District Court of Oslo as
the sole legal venue.
(b) The jurisdiction and governing law provision is for the benefit of the NOK Bond
Trustee only, who consequently shall not be prevented from taking proceedings
relating to a dispute to any other courts with jurisdiction. If allowed by law,
concurrent proceedings may be taken in any number of jurisdictions.

8.25.9 Other provisions

The NOK Bond also has provisions relating to the role and authority of the NOK Bond
Trustee and changes to the NOK Bond Trustee as well as provisions in relation to
meetings of the bondholders.

8.26 RBL Facility

8.26.1 Overview
(a) The RBL Facility was entered into on 17 December 2012 between, among others,
Salamander Energy (E&P) Limited, Standard Chartered Bank and BNP Paribas (as
amended from time to time).

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 (b) The RBL Facility is guaranteed by SEEPL, Salamander Energy (S.E. Asia) Limited,
Salamander Energy (Holdco) Limited, SEBHL, Salamander (Bualuang) Limited,
Salamander Energy (Thailand) Co Ltd, PHT Partners L.P.
(c) The RBL Facility amount is US$350 million split into two tranches:
(1) US$300 million commercial bank tranche; and
(2) US$50 million IFC tranche.
(d) The purpose of the RBL Facility was to fund operating and capital expenditure on
the Salamander Group’s borrowing, fund potential future acquisition of oil and gas
assets and for the general corporate purposes of the Salamander Group.
(e) The RBL Facility is an updated facility agreement bringing together several
borrowings of the Salamander Group into one arrangement.
(f) The RBL Facility provides two revolving loan facilities, one from certain bank
lenders (including BNP Paribas and Standard Chartered Bank, Singapore branch)
and one from the IFC (together, the ‘‘Lenders’’).
8.26.2 Interest
The rate of interest is calculated depending on margin, LIBOR and mandatory costs. The
margin is 3.70 per cent. per annum before 31 December 2016 and 4.20 per cent. per
annum afterwards (with different rates where a cash lock up event is continuing). Interest
periods can be selected as either three or six months or any other period agreed between
SEEPL and Standard Chartered Bank (Hong Kong) Limited.
8.26.3 Repayment
(a) All the commitments under the RBL Facility should be reduced to zero on the final
maturity date, which is the earliest of 31 December 2019 or another date to be
calculated depending on amounts outstanding.
(b) Any loans drawn must be repaid by the borrower on the last day of such l’an’s
interest period.
(c) The borrowers are also to repay any required amounts of loans on reduction dates,
which are scheduled on 30 June and 31 December of each year, or another date as
determined by a lender when making a projection.
8.26.4 Guarantee and Indemnity
(a) Each guarantor under the RBL Facility and Salamander, as the parent, (for the
purposes of this summary, each a ‘‘Guarantor’’) guarantees the punctual
performance by obligors of their obligations under the RBL Facility. Furthermore
each Guarantor undertakes to immediately and on demand pay amounts whenever
an obligor does not pay.
(b) If any guaranteed obligation becomes unenforceable, invalid or illegal, each
Guarantor will also indemnify any Lenders immediately on demand against any cost,
loss or liability it incurs as a result of an obligor not paying any amount which
would have been payable but for such unenforceability, invalidity or illegality.
(c) The guarantee is a continuing guarantee.
(d) There are a number of standard indemnities, including a currency indemnity, being
provided by some of the Salamander group companies.
8.26.5 Fees
(a) The borrowers shall pay commitment fees calculated on the basis of the borrowing
base amount, aggregate commitments and whether they exceed the aggregate amount
of all outstanding loans.
(b) Other fees, as set out in letters between the borrowers and Lenders, are also due as
well as fees for SEEPL when a lender requires an independent engineer and/or any
legal adviser, insurance adviser, environmental consultant, engineering consultant or
model auditor appointed to exercise, enforce and perform its rights and obligations
under the RBL Facility.

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 8.26.6 Covenants, warranties and representations
(a) There are standard representation provisions, including, but not limited to, no
misleading information, no default, no conflict with other obligations, pari passu
ranking and power and authority to enter into the RBL Facility.
(b) The RBL Facility contains general information undertakings between the borrowers
and the Lenders and also other undertakings which include, but are not limited to,
compliance with law, a negative pledge to ensure no security over assets and
restrictions on disposals, mergers, and the nature of business. The Transaction does
not result in any breach of the aforementioned covenants.
(c) There are provisions for financial covenants requiring a test for the ratio of financial
indebtedness of the wider Salamander Group to EBITDAX for a relevant period.
8.26.7 Events of default
The RBL Facility has standard provisions in relation to events of default, including: (i)
non payment of any amount payable; (ii) non compliance in relation to certain
undertakings to IFC; (iii) financial covenants being left unsatisfied; (iv) misrepresentation;
(v) cross default; (vi) insolvency and insolvency proceedings; (vii) concerns over liquidity
and other ratios; (viii) material adverse change; (ix) acceleration; and (x) ownership, asset
and industry practice concerns.
8.26.8 Pre-payment and cancellation
There are standard provisions in relation to prepayment and cancellation which may
occur in situations which include illegality, change of control, voluntary cancellation,
voluntary prepayment. In particular, in the event of a change of control of SEEPL,
SEEPL has to notify Standard Chartered Bank (Hong Kong) Limited promptly. The
lenders then have an option, giving not less than 30 days’ notice to SEEPL, to cancel the
RBL Facility and declare all loans outstanding, together with all amounts accrued
including interest immediately due and payable. IFC in its capacity as lender may do the
same but the notice is not less than 90 days.
There is a cash sweep provision requiring SEEPL to, in the event that there is a
continuing cash lock-up event, procure that all excess revenues are applied to the
prepayment of loans on the first business day after the cash lock up event and the first
business day of each month thereafter.
8.26.9 Governing law
The RBL Facility and all disputes arising out of it are governed by English law.
8.26.10 Other provisions
The RBL Facility also has other provisions in relation to the role of various parties,
changes to the Lenders and changes to the obligors, provisions in relation to set off and
other such standard provisions for a facility agreement.

8.27 RBL Facility Waivers

8.27.1 On 31 December 2014 Salamander, Salamander Energy (E&P) Limited and Standard
Chartered Bank entered into a waiver and amendment letter relating to the RBL Facility,
pursuant to which, among other things, the obligations of Salamander Energy (E&P)
Limited under the RBL Facility to carry out a redetermination in respect of its
borrowing base assets were waived until after the Scheme was expected to become
Effective.
8.27.2 On 14 January 2015, Salamander, Salamander Energy (E&P) Limited, the International
Finance Corporation and Standard Chartered Bank (Hong Kong) Limited entered into a
further waiver and amendment letter relating to the RBL Facility, pursuant to which,
among other things, the lenders have agreed to waive their right to cancel the RBL
Facility and require prepayment solely as a result of the change of control of Salamander
arising pursuant to the Transaction and certain consequential amendments to the RBL
Facility, contingent on completion of the Transaction, to reflect Ophir as the ultimate
parent company of the Combined Group.

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9 Significant subsidiaries
Ophir is the principal operating and holding company of the Ophir Group. The principal subsidiaries
and subsidiary undertakings of Ophir are as follows:
Company Place and date of Percentage
Name number Owner incorporation Principal activity ownership

Ophir Holdings Limited .......................... 89702 Ophir Energy plc Jersey, 11 March Holding company 100
2005
Ophir Asia Limited.................................. 94257 Ophir Energy plc Jersey, 16 August Holding company 100
2006
Ophir Services Pty Ltd ............................ 108 490 697 Ophir Energy plc Western Australia, Group services 100
Australia, 24 March
2004
Ophir East Africa Holdings Limited....... 104599 Ophir Holdings Jersey, 9 December Holding company 100
Limited 2009
Ophir Equatorial Guinea Holdings 93449 Ophir Holdings Jersey, 16 May 2006 Holding company 100
Limited .................................................... Limited
Ophir Gabon (Gnondo) Limited............. 89704 Ophir Holdings Jersey, 11 March Oil and gas 100
Limited 2005 exploration
operating company
Ophir Gabon (Manga) Limited............... 89703 Ophir Holdings Jersey, 11 March Oil and gas 100
Limited 2005 exploration
operating company
Ophir Gabon (Mbeli) Limited................. 89706 Ophir Holdings Jersey, 11 March Oil and gas 100
Limited 2005 exploration
operating company
Ophir Gabon (Ntsina) Limited ............... 89705 Ophir Holdings Jersey, 11 March Oil and gas 100
Limited 2005 exploration
operating company
Ophir Tanzania (Block 1) Limited .......... 90299 Ophir East Jersey, 27 May 2005 Oil and gas 100
Africa Holdings exploration
Limited operating company
Ophir Tanzania (Block 3) Limited .......... 93388 Ophir East Jersey, 8 May 2006 Oil and gas 100
Africa Holdings exploration
Limited operating company
Ophir Tanzania (Block 4) Limited .......... 93389 Ophir East Jersey, 8 May 2006 Oil and gas 100
Africa Holdings exploration
Limited operating company
Ophir Somaliland (Berbera) Limited....... 94256 Ophir Holdings Jersey, 16 August Oil and gas 100
Limited 2006 exploration
operating company
Ophir Pipeline Limited ............................ 105413 Ophir East Jersey, 31 March Holding company 100
Africa Holdings 2010
Limited
Ophir LNG Limited ................................ 105412 Ophir East Jersey, 31 March Holding company 100
Africa Holdings 2010
Limited
Ophir East Africa Ventures Limited ....... 107603 Ophir East Jersey, 28 February Oil and gas 100
Africa Holdings 2011 exploration
Limited operating company
Ophir JDZ Limited.................................. 90863 Ophir Holdings Jersey, 5 August Holding company 100
Limited 2005
Ophir Energy Company Nigeria (JDZ) 641606 Ophir JDZ Republic of Nigeria, Dormant 100
Limited .................................................... Limited 9 December 2005
(99.99996%)
Ophir Holdings
Limited
(0.00004%)
Ophir Gas Marketing Limited ................ 105414 Ophir East Jersey, 31 March Holding company 100
Africa Holdings 2010
Limited
Ophir Madagascar Limited ..................... 105960 Ophir Holdings Jersey, 22 June 2010 Oil and gas 100
Limited exploration
operating company
Ophir Congo (Marine IX) Limited ......... 91524 Ophir Holdings Jersey, 26 October Oil and gas 100
Limited 2005 exploration
operating company

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 Company Place and date of Percentage
Name number Owner incorporation Principal activity ownership

Ophir AGC (Profond) Limited ............... 94152 Ophir Holdings Jersey, 31 July 2006 Oil and gas 100
Limited exploration
operating company
Ophir Equatorial Guinea (Block R) 90298 Ophir Equatorial Jersey, 27 May 2005 Oil and gas 100
Limited .................................................... Guinea Holdings exploration
Limited operating company
Ophir Seychelles (Areas 1, 2 and 3) 104598 Ophir Holdings Jersey, 9 December Oil and gas 100
Limited .................................................... Limited 2009 exploration
operating company
Ruvuma Pipeline Company Limited(1) .... 69325 Ophir Pipeline Tanzania, 14 January Pipeline 17.6
Limited 2009 development and
operating company
Mzalendo Gas Processing Company 69329 Ophir Pipeline Tanzania, 14 January Liquefaction 17.6
Limited(1) ................................................. Limited 2009 development and
operating company
Fahari Gas Marketing Company 69328 Ophir Pipeline Tanzania, 15 January Marketing company 17.6
Limited(1) ................................................. Limited 2009 for purchase of gas
and sale of LNG
Ophir Ventures (Jersey) Limited ............. 110280 Ophir Energy plc Jersey, 15 March Holding company 100
2012
Ophir Ventures (Jersey) No.2 Limited .... 112493 Ophir Energy plc Jersey, 26 February Holding company 100
2013
Ophir Ghana (Accra) Limited................. 110479 Ophir Holdings Jersey, 11 April 2012 Oil and gas 100
Limited exploration
operating company
Dominion Petroleum Limited.................. 38082 Ophir Energy plc Bermuda, 8 March Oil and gas 100
2006 exploration
operating company
Dominion Petroleum Acquisitions 38083 Dominion Bermuda, 8 March Oil and gas 100
Limited .................................................... Petroleum 2006 exploration
Limited operating company
DOMPet Limited..................................... 39585 Dominion Bermuda, 9 February Oil and gas 100
Petroleum 2007 exploration
Limited operating company
Dominion Oil & Gas Limited ................. 637969 Dominion British Virgin Oil and gas 100
Petroleum Islands, 17 January exploration
Acquisitions 2005 operating company
Limited
Dominion Acquisitions Limited .............. 1395278 Dominion British Virgin Oil and gas 100
Petroleum Islands, 28 March exploration
Limited 2007 operating company
Dominion Uganda Limited ..................... 1395279 Dominion British Virgin Oil and gas 95
Acquisitions Islands, 28 March exploration
Limited (95%) 2007 operating company
Alpha Oil
Limited (5%)
Dominion Somaliland Limited ................ 1496146 Dominion British Virgin Oil and gas 100
Acquisitions Islands, 1 August exploration
Limited 2008 operating company
Dominion Petroleum Administrative 05339644 Dominion England & Wales, Oil and gas 100
Services Limited....................................... Petroleum 24 January 2005 exploration
Limited operating company
Dominion Kenya Holdings Limited........ 07597661 Dominion England & Wales, Oil and gas 100
Petroleum 8 April 2011 exploration
Limited operating company
Dominion Petroleum Kenya Limited ...... 46759 Dominion Kenya Kenya, 06 May 2011 Oil and gas 100
Holdings Limited exploration
(50%) operating company
Dominion
Petroleum
Administrative
Services Limited
(50%)

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 Company Place and date of Percentage
Name number Owner incorporation Principal activity ownership

Dominion Petroleum L15 (Kenya) 54507 Dominion Kenya Kenya, 18 August Oil and gas 100
Limited .................................................... Holdings Limited 2011 exploration
(50%) operating company
Dominion
Petroleum
Administrative
Services Limited
(50%)
Dominion Oil & Gas Limited ................. 51404 Dominion Oil & Tanzania, 8 February Oil and gas 100
Gas Limited 2005 exploration
(BVI) (99.9%) operating company
Dominion
Petroleum
Acquisitions
Limited (0.1%)
Dominion Tanzania Limited ................... 59009 DOMPet Tanzania, 24 January Oil and gas 100
Limited (99.9%) 2007 exploration
Dominion operating company
Petroleum
Acquisitions
Limited (0.1%)
Dominion Investments Limited............... 57538 Dominion Tanzania, 30 August Oil and gas 100
Petroleum 2006 exploration
Limited (99.96%) operating company
Dominion Oil
and Gas Limited
(Tanzania)
(0.04%)
Ophir Myanmar (Block AD-3) Limited .. 116502 Ophir Asia Jersey, 28 August Oil and gas 100
Limited 2014 exploration
operating company
Ophir Gabon (Nkawa) Limited............... 116654 Ophir Holdings Jersey, 18 September Oil and gas 100
Limited 2014 exploration
operating company
Ophir Gabon (Nkouere) Limited ............ 116653 Ophir Holdings Jersey, 18 September Oil and gas 100
Limited 2014 exploration
operating company

Note:
(1) These companies are not subsidiary undertakings.

10 Working capital
In the opinion of the Company, the working capital available to the Ophir Group is sufficient for its
present requirements, that is for at least the next 12 months following the date of this Prospectus.
In the opinion of the Company, the working capital available to the Combined Group is sufficient
for its present requirements, that is for at least the next 12 months following the date of this
Prospectus.

11 Litigation

11.1 Ophir Group

11.1.1 There are no governmental, legal or arbitration proceedings nor, so far as Ophir is
aware, are any such proceedings pending or threatened which may have, or have had
during the 12 months immediately preceding the date of this Prospectus, a significant
effect on Ophir or the Ophir Group’s financial position or profitability.
11.1.2 In 2005 and 2006, Ophir entered into certain agreements with Mr Moto Mabanga
pursuant to which Mr Mabanga agreed to provide consultancy services and assistance to
Ophir in relation to Blocks 1, 3 and 4 in Tanzania. These agreements were terminated in
June 2010 pursuant to a deed of termination, under which Mr Mabanga waived all rights
and claims which he had or may have in the future (whether known or unknown) against
Ophir. Mr Mabanga has made claims against Ophir alleging misrepresentations in respect

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 of the termination of his services and the valuation of his interest in Blocks 1, 3 and 4,
Tanzania. These claims have been rejected by Ophir on the basis that the claims were
without merit.

In 2012, Mr Mabanga brought a claim against the Company before the English courts,
on the basis of the alleged misrepresentations described above, Mr Mabanga’s claim was
dismissed by summary judgment and costs were awarded against him on an indemnity
basis. Mr Mabanga has since commenced related proceedings before the courts of
Tanzania, which are pending trial. The Company does not expect such proceedings to
have a significant effect on Ophir or the Ophir Group’s financial position or profitability.

11.1.3 As disclosed in Part IV (Operating and Financial Review of Ophir), in 2009, Dominion
entered into an option with M&P in respect of part of its interest in the Kisangire PSA.
Dominion is a wholly-owned subsidiary of Ophir. The option allowed M&P to acquire
35 per cent. of Dominion’s residual interest for a period of up to 100 days following the
drilling of a commitment well, which Heritage (the farm in partner of Dominion) had
agreed to drill and fund. The commitment well was not drilled and the Kisangire PSA
was relinquished at the end of 2010. The Ophir Group is having ongoing discussions with
each of Heritage and M&P, and M&P has commenced arbitration proceedings before the
ICC International Court of Arbitration seeking payment for an amount equal to a
proportion of the cost of the undrilled commitment well, which are pending the hearing.
The Company does not expect such proceedings to have a significant effect on Ophir’s or
the Ophir Group’s financial position or profitability.

11.2 Salamander Group

11.2.1 Save as disclosed in the following paragraph, there are no governmental, legal or
arbitration proceedings nor, so far as Ophir is aware, are any such proceedings pending
or threatened which may have, or have had during the 12 months immediately preceding
the date of date of this Prospectus, a significant effect on Salamander or the Salamander
Group’s financial position or profitability.

11.2.2 On 1 January, 2014 the Bualuang field production riser and water injection riser and
other equipment were damaged in an incident involving the Rubicon Vantage FPSO,
which resulted in a production shutdown lasting 44 days. The Rubicon Vantage FPSO
was chartered under a bareboat charter with Rubicon Vantage Offshore Pte Ltd’’
(‘‘Rubicon’’) and operations and maintenance activities in connection with the Rubicon
Vantage FPSO were carried out by an affiliated company of Rubicon, Maritime Offshore
Pte. Ltd. Salamander believes it has a claim for considerable damages in respect of the
loss sustained as a consequence of the shutdown but has not yet brought any formal
proceedings and is yet to quantify the appropriate level of such claim for the purposes of
any formal proceedings.

12 Sources and bases of selected financial information

12.1 In this Prospectus unless otherwise stated:

(a) financial information relating to the Ophir Group has been extracted (without material
adjustment) from the audited historical financial information referred to in Part VI
(Historical Consolidated Financial Information Relating to the Ophir Group) of this
Prospectus for the financial year ended 31 December 2013 and the unaudited interim
condensed financial statements set out in Part VI (Historical Consolidated Financial
Information Relating to the Ophir Group) of this Prospectus for the six months ended
30 June 2014, in each case which was prepared in accordance with IFRS; and

(b) financial information relating to the Salamander Group has been extracted (without
material adjustment) from the historical financial information referred to in Part VII
(Historical Consolidated Financial Information Relating to the Salamander Group) of
this Prospectus for the financial year ended 31 December 2013 and the unaudited interim
condensed financial statements set out in Part VII (Historical Consolidated Financial
Information Relating to the Salamander Group) of this Prospectus for the six months
ended 30 June 2014, in each case which was prepared in accordance with IFRS.

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12.2 Where information contained in this Prospectus originates from a third party source, it is
identified where it appears in this Prospectus together with the name of its source. Such third
party information has been accurately reproduced and, so far as Ophir is aware and is able to
ascertain from information published by the relevant third party, no facts have been omitted
which would render the reproduced information inaccurate or misleading.

13 Significant change
13.1 There has been no significant change in the financial or trading position of the Ophir Group
since 30 June 2014, being the date to which the last published unaudited interim condensed
financial statements were prepared.
13.2 There has been no significant change in the financial or trading position of the Salamander
Group since 30 June 2014, the date to which the last published unaudited interim condensed
financial statements were prepared.

14 Consent
14.1 Credit Suisse has given and has not withdrawn its written consent to the issue of this Prospectus
with the inclusion of its name and references to it in the form and context in which they
appear.
14.2 Morgan Stanley has given and has not withdrawn its written consent to the issue of this
Prospectus with the inclusion of its name and references to it in the form and context in which
they appear.
14.3 RBC Capital Markets has given and has not withdrawn its written consent to the issue of this
Prospectus with the inclusion of its name and references to it in the form and context in which
they appear.
14.4 Ernst & Young LLP has given and has not withdrawn its written consent to the inclusion in
this Prospectus of its report in Part VIII (Unaudited Pro Forma Financial Information of the
Combined Group), its report on reconciliation of financial information on the Salamander
Group on the basis of the accounting policies of the Ophir Group, which is incorporated by
reference into Part VIII (Unaudited Pro Forma Financial Information of the Combined Group)
of this Prospectus, and its name in the form and context in which they are included and has
authorised the contents of the parts of this Prospectus which comprise the reports.

15 Property, plant and drilling equipment

The Ophir Group’s and, following Completion, the Combined Group’s material assets are its
exploration claims, licences and permits.

16 Expenses of the Transaction

The total expenses of the Ophir Group relating to the issue of this Prospectus and the Circular and
to the negotiation, preparation and implementation of the Transaction are estimated to be between
£6,380,000 and £7,700,000 million (excluding VAT, the Takeover Panel fee and the UK Listing
Authority listing fee and are payable by Ophir.

17 General
17.1 Save as disclosed in this Prospectus, the Directors are unaware of any exceptional factors which
have influenced Ophir’s activities.
17.2 Save as disclosed in this Prospectus, the Directors are unaware of any trends, uncertainties,
demands, commitments or events that are reasonably likely to have a material effect on Ophir’s
prospects for the current financial year.
17.3 Save as disclosed in this Prospectus, there are no investments in progress and there are no
future investments on which the Directors have already made firm commitments which are
significant to the Ophir Group.
17.4 Save as disclosed in this Prospectus, the Directors believe that Ophir is not dependent on
patents or licences, industrial, commercial or financial contracts or new manufacturing processes
which are material to Ophir’s business or profitability.

212
17.5 Ophir is subject to the provisions of the Takeover Code, including the rules regarding
mandatory takeover offers set out in the Takeover Code. Under Rule 9 of the Takeover Code,
when: (i) a person acquires shares which, when taken together with shares already held by him
or persons acting in concert with him (as defined in the Takeover Code), carry 30 per cent. or
more of the voting rights of a company subject to the Takeover Code; or (ii) any person who,
together with persons acting in concert with him, holds not less than 30 per cent. but not more
than 50 per cent. of the voting rights of a company subject to the Takeover Code, and such
person, or any person acting in concert with him, acquires additional shares which increases his
percentage of the voting rights in the company, then, in either case, that person, together with
the persons acting in concert with him, is normally required to make a general offer in cash at
the highest price paid by him or any person acting in concert with him for shares in the
company within the preceding 12 months for all of the remaining equity share capital of the
company.
17.6 If Ophir were to be subject to a takeover offer (within the meaning of Part 28 of the
Companies Act), the Ophir Shares would also be subject to the compulsory acquisition
procedures set out in Sections 979 to 991 of the Companies Act. Under Section 979 of the
Companies Act, where an offeror makes a takeover offer and has, by virtue of acceptances of
the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. of the
shares to which the offer relates and, in a case where the shares to which the offer relates are
voting shares, not less than 90 per cent. of the voting rights carried by those shares, that offeror
is entitled to compulsorily acquire the shares of any holder who has not acquired the offer on
the terms of the offer.
17.7 Since 1 January 2012, there has been no takeover offer (within the meaning of Part 28 of the
Companies Act) for any Ophir Shares.

18 Documents on display
Copies of the following documents are available for inspection during usual business hours on any
Business Day for a period of 12 months following Admission at the registered office of Ophir at
Level Four, 123 Victoria Street, London SW1E 6DE and at the offices of Linklaters LLP, One Silk
Street, London EC2Y 8HQ:
(a) the articles of association of Ophir;
(b) this Prospectus;
(c) the Scheme Document;
(d) the Circular;
(e) the Form of Proxy;
(f) the Announcement;
(g) the irrevocable undertakings and letters of intent referred to in paragraph 6 of Part I
(Information on the Transaction) of this Prospectus;
(h) the Confidentiality and Standstill Agreement;
(i) the Co-operation Agreement;
(j) the unaudited interim condensed financial statements for the six months ended 30 June 2014, the
Annual Report and Accounts of Ophir for each of the financial years ended 31 December 2013,
31 December 2012 and 31 December 2011;
(k) the unaudited interim condensed financial statements for the six months ended 30 June 2014, the
Annual Report and Accounts of Salamander for each of the financial years ended 31 December
2013, 31 December 2012 and 31 December 2011;
(l) the report of Ernst & Young LLP set out Section B of Part VIII (Reporting Accountants’
Report on Unaudited Pro Forma Financial Information) of this Prospectus;
(m) the report of Ernst & Young LLP set out in Section B of Part V (Reconciliation of Financial
Information on the Salamander Group on the basis of the accounting policies of the Ophir
Group) of the Circular;
(n) the report of Ernst & Young LLP set out in Appendix 1 (Quantified Financial Benefits
Statement) of the Scheme Document;

213
(o) the report of Credit Suisse, Morgan Stanley and RBC Capital Markets set out in Appendix 1
(Quantified Financial Benefits Statement) of the Scheme Document; and
(p) the consent letters referred to in paragraph 14 of this Part XI.

19 Information incorporated by reference

19.1 The following documents, which have been approved by, filed with or notified to the FCA, and
are available for inspection in accordance with paragraph 18 of this Part XI (Additional
Information) contain information about the Ophir Group and Salamander, which is relevant to
this Prospectus:
(a) Ophir’s Annual Report and Accounts 2013, containing Ophir’s audited consolidated
financial statements for the financial year ended 31 December 2013, together with the
audit report in respect of that period and a discussion of Ophir’s financial performance;
(b) Ophir’s Annual Report and Accounts 2012, containing Ophir’s audited consolidated
financial statements for the financial year ended 31 December 2012, together with the
audit report in respect of that period and a discussion of Ophir’s financial performance;
(c) Ophir’s Annual Report and Accounts 2011, containing Ophir’s audited consolidated
financial statements for the financial year ended 31 December 2011, together with the
audit report in respect of that period and a discussion of Ophir’s financial performance;
(d) Ophir’s interim condensed financial results, containing Ophir’s unaudited interim
condensed financial statements for the six months ended 30 June 2014;
(e) Ophir’s interim condensed financial results, containing Ophir’s unaudited interim
condensed financial statements for the six months ended 30 June 2013;
(f) Salamander’s Annual Report and Accounts 2013, containing Salamander’s audited
consolidated financial statements for the financial year ended 31 December 2013, together
with the audit report in respect if that period and a discussion of Salamander’s financial
performance;
(g) Salamander’s Annual Report and Accounts 2012, containing Salamander’s audited
consolidated financial statements for the financial year ended 31 December 2012, together
with the audit report in respect if that period and a discussion of Salamander’s financial
performance;
(h) Salamander’s Annual Report and Accounts 2011, containing Salamander’s audited
consolidated financial statements for the financial year ended 31 December 2011, together
with the audit report in respect if that period and a discussion of Salamander’s financial
performance;
(i) Salamander’s interim condensed financial results, containing Salamander’s unaudited
interim condensed financial statements for the six months ended 30 June 2014;
(j) Salamander’s interim condensed financial results, containing Salamander’s unaudited
interim condensed financial statements for the six months ended 30 June 2013; and
(k) the Circular.

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19.2 The table below sets out the sections of these documents which are incorporated by reference
into, and form part of, this Prospectus, and only the parts of the documents identified in the
table below are incorporated into, and form part of, this Prospectus. The parts of these
documents which are not incorporated by reference are either not relevant for investors or are
covered elsewhere in this Prospectus. To the extent that any part of any information referred to
below itself contains information which is incorporated by reference, such information shall not
form part of this Prospectus.

Page number(s)
Reference Information incorporated by reference into this Part XI in reference

Ophir Annual Report and Accounts for the year ended 31 December 2013 (‘‘Ophir Annual Report 2013’’)

Ophir Annual Report 2013 Financial Review 30-33

Ophir Annual Report 2013 Independent auditor’s report to the members of Ophir 95-97
Ophir Annual Report 2013 Consolidated income statement and statement of 98
comprehensive income
Ophir Annual Report 2013 Consolidated statement of financial position 99
Ophir Annual Report 2013 Consolidated statement of changes in equity 100
Ophir Annual Report 2013 Consolidated statement of cash flows 101
Ophir Annual Report 2013 Notes to the financial statements 102-131
Ophir Annual Report 2013 Statement of Directors’ responsibilities in relation to the 132
Ophir financial statements
Ophir Annual Report 2013 Independent auditor’s report to the members of Ophir 133-134
Energy plc
Ophir Annual Report 2013 Ophir statement of financial position 135
Ophir Annual Report 2013 Ophir statement of changes in equity 136
Ophir Annual Report 2013 Ophir statement of cash flows 137
Ophir Annual Report 2013 Notes to the financial statements 138-155

Ophir Annual Report and Accounts for the year ended 31 December 2012 (‘‘Ophir Annual Report 2012’’)

Ophir Annual Report 2012 Financial Review 32-33

Ophir Annual Report 2012 Independent auditor’s report to the members of Ophir 76-77
Ophir Annual Report 2012 Consolidated income statement and statement of 78
comprehensive income
Ophir Annual Report 2012 Consolidated statement of financial position 79
Ophir Annual Report 2012 Consolidated statement of changes in equity 80
Ophir Annual Report 2012 Consolidated statement of cash flows 81
Ophir Annual Report 2012 Notes to the financial statements 82-109
Ophir Annual Report 2012 Statement of Directors’ responsibilities in relation to the 110
Ophir financial statements
Ophir Annual Report 2012 Independent auditor’s report to the members of Ophir 111
Energy plc
Ophir Annual Report 2012 Ophir statement of financial position 113
Ophir Annual Report 2012 Ophir statement of changes in equity 114
Ophir Annual Report 2012 Ophir statement of cash flows 115
Ophir Annual Report 2012 Notes to the financial statements 116-132

Ophir Annual Report and Accounts for the year ended 31 December 2011 (‘‘Ophir Annual Report 2011’’)

Ophir Annual Report 2011 Financial Review 20-21

Ophir Annual Report 2011 Independent auditor’s report to the members of Ophir 54-55
Ophir Annual Report 2011 Ophir Group income statement and statement of 56
comprehensive income
Ophir Annual Report 2011 Ophir Group statement of changes in equity 57
Ophir statement of changes in equity 58
Ophir Annual Report 2011 Ophir Group statement of financial position 59
Ophir Annual Report 2011 Ophir statement of financial position 60
Ophir Annual Report 2011 Ophir Group statement of cash flows 61
Ophir Annual Report 2011 Ophir statement of cash flows 62
Ophir Annual Report 2011 Notes to the financial statements 63-90

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 Page number(s)
Reference Information incorporated by reference into this Part XI in reference

Ophir Interim condensed financial statements for the six months ended 30 June 2014 (‘‘Ophir Interim Report 2014’’)

Ophir Interim Report 2014 Financial Review 8-10

Ophir Interim Report 2014 Independent review report to Ophir 12
Ophir Interim Report 2014 Condensed consolidated income statement and statement 13
of comprehensive income
Ophir Interim Report 2014 Condensed consolidated statement of financial position 14
Ophir Interim Report 2014 Condensed consolidated statement of changes in equity 15
Ophir Interim Report 2014 Condensed consolidated statement of cash flows 16-17
Ophir Interim Report 2014 Notes to the condensed interim financial statements 18-27
Ophir Interim condensed financial statements for the six months ended 30 June 2013 (‘‘Ophir Interim Report 2013’’)

Ophir Interim Report 2013 Financial Review 7-9

Ophir Interim Report 2013 Independent review report to Ophir 11
Ophir Interim Report 2013 Condensed consolidated income statement and statement 12
of comprehensive income
Ophir Interim Report 2013 Condensed consolidated statement of financial position 13
Ophir Interim Report 2013 Condensed consolidated statement of changes in equity 14
Ophir Interim Report 2013 Condensed consolidated statement of cash flows 15-16
Ophir Interim Report 2013 Notes to the condensed interim financial statements 17-24
Salamander Annual Report and Accounts for the year ended 31 December 2013 (‘‘Salamander Annual Report 2013’’)

Salamander Annual Report 2013 Financial Review 28-33

Salamander Annual Report 2013 Independent auditor’s report to the members of 72-75
Salamander
Salamander Annual Report 2013 Statement of accounting policies and general information 76-83
Salamander Annual Report 2013 Consolidated statement of comprehensive income 84
Salamander Annual Report 2013 Consolidated balance sheet 85
Salamander Annual Report 2013 Consolidated statement of changes in equity 86
Salamander Annual Report 2013 Consolidated cash flow statement 87
Salamander Annual Report 2013 Notes to the Salamander Group financial statements 88-109
Salamander Annual Report 2013 Salamander balance sheet 110
Salamander Annual Report 2013 Salamander statement of changes in equity 111
Salamander Annual Report 2013 Salamander cash flow statement 112
Salamander Annual Report 2013 Notes to the Salamander financial statements 113-116
Salamander Annual Report 2013 Statement of proved and probable reserves 117
Salamander Annual Report and Accounts for the year ended 31 December 2012 (‘‘Salamander Annual Report 2012’’)

Salamander Annual Report 2012 Financial Review 26-30

Salamander Annual Report 2012 Independent auditor’s report to the members of 71-72
Salamander
Salamander Annual Report 2012 Statement of accounting policies and general information 73-83
Salamander Annual Report 2012 Consolidated statement of comprehensive income 84
Salamander Annual Report 2012 Consolidated balance sheet 85
Salamander Annual Report 2012 Consolidated statement of changes in equity 86
Salamander Annual Report 2012 Consolidated cash flow statement 87
Salamander Annual Report 2012 Notes to the Salamander Group financial statements 88-112
Salamander Annual Report 2012 Salamander balance sheet 113
Salamander Annual Report 2012 Salamander statement of changes in equity 114
Salamander Annual Report 2012 Salamander cash flow statement 115
Salamander Annual Report 2012 Notes to the Salamander financial statements 116-119
Salamander Annual Report and Accounts for the year ended 31 December 2011 (‘‘Salamander Annual Report 2011’’)

Salamander Annual Report 2011 Financial Review 20-23

Salamander Annual Report 2011 Independent auditor’s report to the members of 61-62
Salamander
Salamander Annual Report 2011 Statement of accounting policies and general information 63-71
Salamander Annual Report 2011 Consolidated statement of comprehensive income 72
Salamander Annual Report 2011 Consolidated balance sheet 73
Salamander Annual Report 2011 Consolidated statement of changes in equity 74
Salamander Annual Report 2011 Consolidated cash flow statement 75

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 Page number(s)
Reference Information incorporated by reference into this Part XI in reference

Salamander Annual Report 2011 Notes to the Salamander Group financial statements 76-96
Salamander Annual Report 2011 Salamander balance sheet 97
Salamander Annual Report 2011 Salamander statement of changes in equity 98
Salamander Annual Report 2011 Salamander cash flow statement 99
Salamander Annual Report 2011 Notes to the Salamander financial statements 100-103
Salamander Interim condensed financial statements for the six months ended 30 June 2014 (‘‘Salamander Interim Report
2014’’)

Salamander Interim Report 2014 Financial Review 7-14

Salamander Interim Report 2014 Independent review report to Salamander 16
Salamander Interim Report 2014 Condensed consolidated statement of comprehensive 17
income
Salamander Interim Report 2014 Condensed consolidated statement of changes in equity 18
Salamander Interim Report 2014 Condensed consolidated balance sheet 19
Salamander Interim Report 2014 Condensed consolidated cash flow statement 20
Salamander Interim Report 2014 Notes to consolidated financial information 21-31
Salamander Interim condensed financial statements for the six months ended 30 June 2013 (‘‘Salamander Interim Report
2013’’)

Salamander Interim Report 2013 Financial Review 9-14

Salamander Interim Report 2013 Independent review report to Salamander 15
Salamander Interim Report 2013 Condensed consolidated income statement and statement 16
of comprehensive income
Salamander Interim Report 2013 Condensed consolidated statement of changes in equity 17
Salamander Interim Report 2013 Condensed consolidated balance sheet 18
Salamander Interim Report 2013 Condensed consolidated cash flow statement 19
Salamander Interim Report 2013 Notes to consolidated financial information 20-28
Circular

Circular Part V (Reconciliation of the Financial Information of the 101-107

Salamander Group on the basis of the accounting policies
of the Ophir Group)

Dated: 16 January 2015

217
 PART XII

DEFINITIONS
The following definitions apply throughout this Prospectus unless the context otherwise requires:
Admission the admission of the New Ophir Shares to the Official List with a
premium listing and to trading on the London Stock Exchange’s
main market for listed securities
AGC Agence de Gestion et de Coopération entre le Sénégal et la Guinée-
Bissau
AGM means the annual general meeting of Ophir or Salamander (as
applicable)
AHTL Amerada Hess (Thailand) Limited
AIM The Alternative Investment Market of the London Stock Exchange
Announcement the announcement made by Ophir and Salamander on 24 November
2014 pursuant to Rule 2.7 of the Takeover Code
APICO APICO LLC
Articles of Association or Ophir the articles of association of the Company which were adopted by
Articles special resolution passed on 28 June 2011
Audit Committee the audit committee of Ophir
Azonto Azonto Petroleum (Ghana) Limited
Bangkanai Farm Out Agreement the farm out agreement between SEBAN and Saka dated 11 March
2013
Bengara-I PSC a PSC originally entered into between Perusahaan Pertambangan
Minyak dan Gas Bumi Negara (PERTAMINA) and PT Petroner
Bengara Energi on 27 September 1999 in respect of the Bengara-I
contract area
BG BG International Limited
BG Tanzania BG Tanzania Limited
Block B8/38 the area defined in the Block B8/38 Concession
Block B8/38 Concession the exploration block awarded under the Petroleum Concession
No. 3/2539/50 and any amendments thereto
Block G4/50 the area defined in the Block G4/50 Concession
Block G4/50 Concession the exploration block awarded under the Petroleum Concession
No. 15/2550/91 and any amendments thereto
Block G4/50 Farm Out Agreement the farmout agreement in respect of the Block G4/50 Concession
between SEBG and MOECO dated 8 September 2011
Block G4/50 Transfer Agreement the Block G4/50 transfer agreement dated 18 July 2014 entered into
between SEBG and SEEPL in relation to the sale by SEBG to
SEEPL of a 40 per cent. interest in the Block G4/50 Concession
Block L15/43 and Block L27/43 the area defined in the exploration blocks awarded under the
Petroleum Concession No. 9/2546/66 and any amendments thereto
Board the board of directors of Ophir, currently comprising the Directors
whose names appear in Part X of this Prospectus
BPMIGAS Badan Pelaksana Kegiatan Usaha Hulu Minyak dan Gas Bumi
Bualuang field the location of that name in the Gulf of Thailand under the
approved exploration and production area established under the
Block B8/38 Concession
Business Day a day (other than Saturdays, Sundays and public holidays in the
UK) on which banks are open for business in the City of London

218
Capital Reduction the proposed reduction of the share capital of Salamander
involving the cancellation of the Scheme Shares pursuant to the
Scheme under Sections 645 to 648 of the Companies Act as
described in the Scheme Document
CB Conditions the terms and conditions of the Salamander Convertible Bonds
certificated or in certificated form where a share or other security is not in uncertificated form (that is,
not in CREST)
Chairman means the chairman of the Board
Chariot Chariot International Limited
Chevron Chevron Petroleum (Thailand) Ltd
Circular the circular sent by Ophir to Shareholders (other than, subject to
certain exceptions, those in Restricted Jurisdictions) on or around
the date of publication of this Prospectus, containing details of the
Transaction
Closing Price the closing middle market price of a Ophir Share or a Salamander
Share (as the case may be) as derived from the Daily Official List on
any particular date
Combined Group the combined group following Completion, comprising the Ophir
Group and the Salamander Group
Companies Act the Companies Act 2006 (as amended)
Company or Ophir Ophir Energy plc, a company registered in England and Wales with
the number 05047425 whose registered office is at Level Four, 123
Victoria Street, London, SW1E 6DE
Completion or completion of the Transaction becoming Effective
the Transaction
Conditions the conditions to the implementation of the Transaction (including
the Scheme) which are set out in Part 3 of the Scheme Document
Confidentiality and Standstill the confidentiality and standstill agreement dated 10 December
Agreement 2013 entered into between Salamander and Ophir
Congo (Brazzaville) The Republic of the Congo
Co-operation Agreement the co-operation agreement dated 24 November 2014 entered into
between Salamander and Ophir
Corporate Governance Code Corporate Governance Code 2012 or the Corporate Governance
Code 2014
Corporate Governance Code 2012 the UK Corporate Governance Code published by the Financial
Reporting Council in September 2012 (as amended)
Corporate Governance Code 2014 the UK Corporate Governance Code published by the Financial
Reporting Council in September 2014 (as amended)
Corporate Responsibility Committee the corporate responsibility committee of Ophir
Court the High Court of Justice in England and Wales
Court Meeting the meeting of the Scheme Shareholders convened by order of the
Court pursuant to Section 899 of the Companies Act (and any
adjournment thereof) to be held on 6 February 2014 for the
purpose of considering and, if thought fit, approving the Scheme
(with or without amendment) of which notice is set out in Part 9 of
the Scheme Document
Court Orders the order(s) of the Court sanctioning the Scheme and confirming
the Capital Reduction
Credit Suisse Credit Suisse Securities (Europe) Limited of One Cabot Square,
Canary Wharf, London, E14 4QJ, lead financial adviser to Ophir

219
CREST the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear U.K. and Ireland Limited is the
operator (as defined in the CREST Regulations) in accordance with
which securities may be held and transferred in uncertificated form
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
Daily Official List the daily official list of the London Stock Exchange
Department of Mineral Fuels the Department of Mineral Fuels of the Thailand Ministry of
or DMF Energy, the governmental agency that regulates upstream
petroleum activities in Thailand
Directors or Ophir Directors the directors of Ophir as at the date of this Prospectus, being
Nicholas Smith, Dr Nicholas Cooper, Bill Higgs, Ronald Blakely,
Alan Booth, Vivien Gibney, Lyndon Powell and Bill Schrader
Disclosure and Transparency Rules the disclosure rules and transparency rules made by the FCA
or DTR pursuant to Section 73A of the FSMA
DMO domestic market obligation
Dominion Dominion Petroleum Ltd
EBEL Elnusa Bangkanai Energy Ltd
EBITDAX earnings before interest, taxation, depreciation, depletion,
amortisation and exploration expenses
EEA State a member state of the European Economic Area
Effective in the context of the Transaction: (i) if the Transaction is
implemented by way of the Scheme, the Scheme having become
effective pursuant to its terms; or (ii) if the Transaction is
implemented by way of the Offer, the Offer having been declared
or having become unconditional in all respects in accordance with
the requirements of the Takeover Code
Effective Date the date on which the Transaction becomes Effective
EIA Environmental Impact Assessment
Enlarged Issued Share Capital the issued share capital of Ophir at Admission, as enlarged by the
issue of New Ophir Shares
EPB PT Eksindo Petroleum Bontang
EPS earnings per share (basic unless otherwise indicated)
Equatorial Guinea Republic of Equatorial Guinea
Equiniti Equiniti Limited of Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA
Euroclear Euroclear UK & Ireland Limited, a company incorporated under
the laws of England and Wales
Excelerate Excelerate Energy L.P.
Excluded Shares any Salamander Shares which are registered in the name of or
beneficially owned by any member of the Ophir Group at the
Scheme Record Time
Executive Directors the executive Directors of Ophir, currently Dr Nicholas Cooper
and Bill Higgs
Existing Ophir Shares the Ophir Shares in issue as at the date of this Prospectus
FCA or Financial Conduct the Financial Conduct Authority or its successor from time to time
Authority
Financial Advisers the Sponsor, the Lead Financial Adviser and RBC Capital Markets
Forms of Proxy the Ophir Forms of Proxy and the Salamander Forms of Proxy (as
applicable)

220
FSMA the Financial Services and Markets Act 2000, as amended from
time to time
Gabon the Gabonese Republic
GFI GFI Oil & Gas Thailand Inc.
Ghana Republic of Ghana
Greater Bualuang the area located in the Gulf of Thailand containing the Block B8/38
Concession which includes the Bualuang field and the Block G4/50
Concession
Greater Kerendan the area located in Central Kalimantan, Indonesia containing the
Bangkanai PSC which includes the Kerendan gas development and
WK-1 gas discovery, the North East Bangkanai PSC and West
Bangkanai PSC
Heritage Heritage Oil Tanzania Limited
HMRC Her Majesty’s Revenue & Customs
HSE health, safety and environment
HSS health, safety and security
IAS International Accounting Standards
ICP Indonesian Crude Price
IFC International Finance Corporation
IFRS the international accounting standards and international financial
reporting standards and interpretations thereof, approved or
published by the International Accounting Standards Board and
adopted by the European Union
Indonesia Republic of Indonesia
Initial Public Offering or IPO the admission of the Company to the premium segment of the
Official List and to the London Stock Exchange on 13 July 2011
IPA Indonesian Petroleum Association
ISIN International Securities Identification Number
Kenya Republic of Kenya
Kisangire PSA the PSA between Dominion and the Tanzanian Government dated
20 May 2005
Laos the Lao People’s Democratic Republic
Latest Practicable Date 14 January 2015, being the latest practicable date prior to the
publication of this Prospectus for the purposes of ascertaining
certain information contained in this Prospectus
Lead Financial Adviser Credit Suisse
Legal Advisers Linklaters LLP, One Silk Street, London EC2Y 8HQ
LIBOR London interbank offering rate
Listing Rules the rules and regulations made by the Financial Conduct Authority
in its capacity as the UKLA under Part 6 of the FSMA, and
contained in the UKLA’s publication of the same name
London Stock Exchange the regulated market operated by London Stock Exchange plc or its
successor
Long Stop Date 30 June 2015, being the latest date by which the Scheme must
become effective unless Ophir and Salamander agree, and (if
required) the Court and the Panel permit, a later date
March 2012 Placing the placing of 30,500,000 Ophir Shares to institutional investors at
a price of £4.95 per share in March 2012
March 2013 Placing the placing of 19,850,000 Ophir Shares to institutional investors at
a price of £4.60 per share in March 2013

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Maurel & Prom or M&P the Maurel and Prom Company
Medco Bangkanai Bangkanai Petroleum (L) Berhad
Medco Bengara PT Medco E&P Bengara
Medco Simenggaris PT Medo E&P Simenggaris
Model Code the model code on directors’ dealings in securities set out in
Chapter 9 of the Listing Rules
MOECO Mitsui Oil Exploration Co Ltd
Morgan Stanley Morgan Stanley & Co. International plc of 25 Cabot Square,
Canary Wharf, London, E14 4QA, Sponsor, co-financial adviser
and joint corporate broker to Ophir
Net Salamander WI Basis Net working interest to the Salamander Group which does not
account for the terms of the relevant PSC or concession. For
Indonesian PSCs, the Salamander Group’s net entitlement interest
will be less than the net working interest
New Ophir Shares the new Ophir Shares to be issued and credited as fully-paid to
holders of Scheme Shares pursuant to the Transaction
Niko Resources Niko Resources Limited of 4600 Devon Tower, 400 3rd Avenue
S.W., Calgary, Alberta, T2P 4H2
Noble Energy Noble Energy Inc.
NOK Bonds the US$150,000,000 9.75% unsecured callable bonds due January
2020 issued by Salamander
NOK Bond Trustee Norsk Tillitsmann ASA
Nomination Committee the nomination committee of Ophir
Non-Executive Directors Nicolas Smith, Ronald Blakely, Alan Booth, Vivien Gibney,
Lyndon Powell and Bill Schrader
Nordic ABM the marketplace for listing and trading of bonds and short-term
fixed income instruments operated by the Oslo Børs
Notice of Ophir General Meeting the notice of the Ophir General Meeting which is set out at the end
of the Circular
Offer if (subject to the consent of the Panel) Ophir elects to implement the
Transaction by way of a takeover offer (as defined in section 974 of
the Companies Act 2006), the offer to be made by or on behalf of
Ophir to acquire the entire issued and to be issued ordinary share
capital of Salamander
Offer Period the offer period (as defined by the Takeover Code) relating to
Salamander, which commenced on 27 October 2014
Official List the official list maintained by the UKLA
Ophir Convertible Bond the zero coupon convertible bond issued by the Company on
19 May 2006 in an aggregate principal amount of £49,821,394.42
and converted into 21,661,476 Ophir Shares on 21 May 2008
Ophir EG Ophir Equatorial Guinea (Block R) Limited
Ophir Forms of Proxy the form of proxy for use at the Ophir General Meeting which
accompanies the Circular
Ophir General Meeting the general meeting of Ophir to be held at 11.00 a.m. on 6 February
2015 (or any adjournment thereof) at the offices of Linklaters LLP
at One Silk Street, London EC2Y 8HQ (or any adjournment
thereof), notice of which is set out at the end of the Circular
Ophir Group the Company and its subsidiary undertakings and where the
context permits, each of them
Ophir Services Ophir Services Pty Ltd
Ophir Shareholders or Shareholders the holders of Ophir Shares

222
Ophir Share Schemes each of the following share incentive schemes of Ophir: the
Foundation Incentive Scheme, the 2006 Share Option Plan, the
Long Term Incentive Plan 2011 and the Deferred Share Plan as
described in Part X (Directors, Responsible Persons, Corporate
Governance and Employees) of this Prospectus
Ophir Shares the ordinary shares of 0.25 pence each in the capital of Ophir
Ophir Tanzania (Block 1) Ophir Tanzania (Block 1) Limited
Overseas Shareholders Salamander Shareholders (or nominees of, or custodians or trustees
for Salamander Shareholders) not resident in, or nationals or
citizens of, the UK
Panel the UK Panel on Takeovers and Mergers
Pavilion Energy Pavilion Energy Pte Ltd., a subsidiary of which is Pavilion
Pavilion Energy Group Pavilion Energy Pte Ltd. and its subsidiary undertakings
Pavilion Farm Out Agreement the farm out agreement relating to the sale of a 20 per cent. interest
in Blocks 1, 3 and 4 offshore of Tanzania, between Ophir Tanzania
(Block 1) and Pavilion dated 14 November 2013
Petrobas Petróleo Brasileiro S.A.
Petronas Petroliam Nasional Berhad (Petronas)
Petronas Carigali Petronas Carigali Sdn. Bhd.
PFIC Passive Foreign Investment Company
Plans or Plan all or any of the Ophir Share Schemes
PLN PT PLN (Persero), the Indonesian State power company
Proposed Director Dr Carol Bell
Prospectus this document
Prospectus Directive Regulation Commission Regulation (EC) No. 809/2004
Prospectus Rules the prospectus rules made by the FCA pursuant to Section 73A of
the FSMA
PSHI Pavilion Strategic Holdings I Pte. Ltd., a company existing under
the laws of Singapore and a wholly-owned subsidiary of Temasek, a
Singapore investment company
PTET PT Elnusa Tbk
PTT PTT Public Company Limited or PTT International Trading Pte
Ltd
PTTEP PTT Exploration and Production Public Company Limited the
Thai state-owned oil and gas company
R/C revenue-over-cost
RBC Capital Markets RBC Europe Limited of Riverbank House, 2 Swan Lane, London,
EC4R 3BF, co-financial adviser and joint corporate broker to
Ophir
RBL Facility the US$350,000,000 senior borrowing base facility entered into by
Salamander dated 17 December 2012
Reduction Court Hearing the hearing by the Court of the claim form to confirm the Capital
Reduction under Section 648 of the Companies Act
Reduction Court Order the order of the Court confirming the Capital Reduction
Registrar of Companies the Registrar of Companies for England and Wales
Registrars Equiniti
Regulation S Regulation S under the US Securities Act

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Regulatory Information Service
Remuneration Committee
Resolution
Restricted Jurisdictions
Restricted Overseas Person
Rights Issue
RPS
Rubicon
SailingStone
Saka
Salamander
Salamander Convertible Bonds
Salamander Directors
Salamander Forms of Proxy
Salamander General Meeting
Salamander Group
Salamander Share Schemes
Salamander Shareholders
Salamander Shares
Salamander WB
SC
Scheme
any channel recognised as a channel for the dissemination of
regulatory information by listed companies as defined in the Listing
Rules
the remuneration committee of Ophir
the ordinary resolution as set out in the Notice of Ophir General
Meeting at the end of the Circular
any jurisdiction where the extension or availability of the
Transaction to Salamander Shareholders generally in such
jurisdiction would contravene any applicable law
Salamander Shareholders resident in, or nationals or citizens of,
Restricted Jurisdictions or who are nominees or custodians, trustees
or guardians for, citizens, residents or nationals of such Restricted
Jurisdictions
the March 2013 2-for-5 rights issue of 168,025,675 Ophir Shares at
a price of £2.75 per share
RPS Energy Consultants Limited, a company incorporated in
England & Wales with registered number 3287074
Rubicon Vantage Offshore Pte Ltd
SailingStone Capital Partners LLC
PT Saka Bangkanai Klementan
Salamander Energy plc, a company incorporated under the laws of
England and Wales with company number 5934263, whose
registered office is at Fourth Floor, 25 Great Pulteney Street,
London, W1F 9LT
the US$100 million unsecured convertible bonds issued by
Salamander on 30 March 2010
the directors of Salamander as at the date of this Prospectus, being
James Menzies, Michael Buck, Jonathan Copus, Dr Carol Bell,
Robert Cathery, John Crowle, Charles Jamieson, Michael Pavia
and Struan Robertson
the forms of proxy in connection with each of the Court Meeting
and the Salamander General Meeting, which will accompany the
Scheme Document
the general meeting of Salamander Shareholders (and any
adjournment thereof) convened in connection with the Scheme to
be held on 6 February 2014
Salamander and Salamander’s subsidiary undertakings and, where
the context permits, each of them
the Salamander Deferred Share Plan and the Salamander
Performance Share Plan 2006
holders of Salamander Shares
the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of Salamander and
any further such ordinary shares which are unconditionally allotted
or issued before the Scheme becomes effective
Salamander Energy (West Bangkanai) Limited
the Securities Commission Malaysia
the scheme of arrangement under Part 26 of the Companies Act
between Salamander and the Scheme Shareholders set out in Part 8
of the Scheme Document, with or subject to any modification
thereof or addition thereto or condition approved or imposed by
the Court and agreed by Salamander and the Company
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Scheme Court Hearing the hearing by the Court of the claim form for the sanction of the
Scheme
Scheme Court Order the order of the Court sanctioning the Scheme under Section 899 of
the Companies Act
Scheme Document the document sent to Salamander Shareholders containing,
amongst other things, the Scheme and the notices convening the
Court Meeting and the Salamander General Meeting
Scheme Record Time the date and time specified in the Scheme Document by reference to
which the Scheme will be binding on the holders of Salamander
Shares at such time
Scheme Shareholders holders of a Scheme Share, and a ‘‘Scheme Shareholder’’ shall
mean any one of the Scheme Shareholders
Scheme Shares the Salamander Shares:
(i) in issue at the date of the Scheme Document and which
remain in issue at the Scheme Record Time;
(ii) if any, issued after the date of the Scheme Document but
before the Scheme Voting Record Time and which remain in
issue at the Scheme Record Time; and
(iii) if any, issued at or after the Scheme Voting Record Time but
at or before the Scheme Record Time on terms that the
original or any subsequent holders thereof are, or shall have
agreed in writing, to be bound by the Scheme and, in each
case, which remain in issue at the Scheme Record Time,
in each case other than any Excluded Shares
Scheme Voting Record Time the date and time specified in the Scheme Document by reference to
which entitlement to vote at the Court Meeting will be determined,
expected to be 6.00 p.m. on the day which is two days before the
Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on
the day which is two days before the date of such adjourned Court
Meeting
SDRT stamp duty reserve tax
SEBAN Salamander Energy (Bangkanai) Limited
SEBG Salamander Energy (Bualuang) Limited
SEBHL Salamander Energy (Bualuang Holdings) Limited
SEBL Salamander Energy (Bengara) Limited
SEBP Salamander Energy (Bontang) Pte. Limited
SEC The US Securities and Exchange Commission
SEDOL Stock Exchange Daily Official List
SEEPL Salamander Energy (E&P) Limited
SEGL Salamander Energy Group Limited
SEML Salamander Energy (Malaysia) Limited
Senior Management Clark Brannin, Andrew Brown, Michael Fischer, Andrew Oldham,
Oliver Quinn, Gawain Ross, Tony Rouse, Dato Sandroshvili and
Dina Taylor
SEPT SONA Exploration & Production (Thailand) Ltd.
SETCL Salamander Energy (Thailand) Co., Limited
Singapore Republic of Singapore
SKKMiGas Special Task Force for Upstream Oil and Gas Business Activities
established by the Government of Indonesia under Presidential
Regulation Number 9 of 2013 on 4 February, 2013

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Somaliland Republic of Somaliland
SONA SONA Petroleum Berhad
SONA Condition the condition set out in paragraph 3 of the Conditions relating to
the SONA Disposal
SONA Disposal the agreement between Salamander and SONA to dispose of an
effective 40 per cent. working interest in the B8/38 concession
containing the Bualuang oil field and the surrounding G4/50
concession, both located in the Gulf of Thailand, further details of
which can be found in the announcement by Salamander on 5 June
2014
SONA Disposal Shareholder the resolution to be proposed to Salamander Shareholders to
Approval Resolution approve the SONA disposal as a Class 1 transaction for
Salamander under the Listing Rules
SONA Financing Commitment the firm financing commitment letter dated 18 July 2014 in respect
Letter of a fully underwritten bridge loan in the amount of US$140
million from BNP Paribas to SONA in respect of the acquisition of
the SONA Sale Shares
SONA Sale Shares 66.67 per cent. of the class ‘‘A’’ non-voting ordinary shares and 49
per cent. of the class ‘‘B’’ ordinary shares in the capital of SEBG
SONA SPA the sale and purchase agreement between SEBHL, Salamander,
SEPT and SONA dated 18 July 2014
Sponsor Morgan Stanley
SRB special remuneratory benefit tax, as set out in the Petroleum Act
B.E 2514 and as amended by the Petroleum Act (No. 4) B.E. 2532
Takeover Code the City Code on Takeovers and Mergers
Tanzania the United Republic of Tanzania
Tanzania Sale sale of the Ophir Group’s 20 per cent. interest in Blocks 1, 3 and 4
offshore of Tanzania, pursuant to the Pavilion Farm Out
Agreement.
Technical Advisory Committee the technical advisory committee of Ophir
Thailand Kingdom of Thailand
TOP TOPoil Ltd
TPDC Tanzania Petroleum Development Corporation
Transaction the recommended offer and proposed acquisition by Ophir of the
entire issued and to be issued share capital of Salamander (other
than Salamander Shares held by the Ophir Group, if any) by means
of the Scheme (and other matters to be considered at the Meetings),
or should Ophir so elect, by means of a takeover offer made by or
on behalf of Ophir for the entire issued and to be issued share
capital of Salamander (other than Salamander Shares held by the
Ophir Group, if any)
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority or UKLA the Financial Conduct Authority acting in its capacity as the
competent authority for the purposes of Part VI of FSMA
uncertificated or in uncertificated in respect of a share or other security, where that share or other
form security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST
UNCITRAL United Nations Commission on International Trade Law
US or United States the United States of America, its territories and possessions, any
state of the United States of America, and the District of Columbia
US Exchange Act the United States Securities Exchange Act 1934, as amended

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US LIBOR London Interbank Offered Rate for US Dollar denominated funds
US Securities Act the United States Securities Act 1933, as amended, and the rules
and regulations promulgated under such Act
VAT any value added tax imposed under directive 2006/11 2/EC, the
Value Added Tax Act 1994 and/or any primary or secondary
legislation supplemental to either of them and/or any equivalent tax
in any other jurisdiction

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 PART XIII

GLOSSARY OF TECHNICAL TERMS

The following technical terms are used in this Prospectus. Grammatical variations of these terms
should be interpreted in the same way.
2D seismic Seismic data acquired in a single traverse or series of traverses. 2D
seismic data provides single cross sections through the sub-surface.
3D seismic Seismic data acquired as multiple, closely spaced traverses. 3D
seismic data typically provides a more detailed and accurate image
of the sub-surface than 2D seismic data.
Albian Referring to a geologic epoch that lasted from about 113 to
100.5 million years ago.
Appraisal The phase of petroleum operations immediately following a
successful discovery. Appraisal is carried out to determine size,
production rate and the most efficient development of a field.
Appraisal well A well drilled as part of an appraisal of a field.
Back in right The right of an entity (typically a government or a state-owned
company) to acquire an equity stake in a licence subject to certain
terms and conditions.
Barrel or bbl A unit of volume measurement used for petroleum and its products
one barrel of oil; one barrel = 35 imperial gallons (approx.), or 159
litres (approx.); 7.5 barrels = one tonne (approximately depending
upon the oil density); 6.29 barrels = one cubic metre.
Beneficial interest Interest in an oil or gas concession which corresponds to the net
economic interest after inclusion of the effects of any third-party
back in rights.
Block Term commonly used to describe areas over which there is a
petroleum or production licence or PSC or PSA.
Bnboe Billion boe.
Boe Barrels of oil equivalent derived by converting gas to oil in the ratio
of 6,000 scf of gas to one bbl of oil (in relation to the Greater
Kerendan field, ‘‘boe’’ means barrels of oil equivalent derived by
converting gas to oil in the ratio of between 5,500 scf of gas to one
bbl of oil).
Boepd boe per day.
Bravo WHP The small wellhead platform installed on the Bualuang oil field
British Thermal Unit or BTU The amount of heat required to increase the temperature of a
pound of water by one degree Fahrenheit, equal to around 1055
joules
Carry Agreement between two parties according to which one of the two
agrees to pay for (‘‘carry’’) all or part of the costs attributable to the
other, typically conditional on later reimbursement by the latter to
the former.
Charge or migration The movement of hydrocarbons from source rocks into reservoir
rocks. Migration can be local or can occur along distances of
hundreds of kilometres in large sedimentary basins, and is a critical
to a viable petroleum system.
Commercial discovery Discovery of oil and gas which the Company determines to be
commercially viable for appraisal and development.
Concession The right to conduct petroleum operations within an area

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Concession Agreement The instrument under which a Concession is granted and which
establishes the rights and obligations of the Concessionaire.
Concessionaire The holder of a Concession.
Condensate Hydrocarbons which are in the gaseous state under reservoir
conditions and which become liquid when temperature or pressure
is reduced. A mixture of pentanes and higher hydrocarbons.
Contingent resources Those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations by application
of development projects, but which are not currently considered to
be commercially recoverable due to one or more contingencies.
Contingent resources may include, for example, projects for which
there are currently no viable markets, or where commercial
recovery is dependent on technology under development, or
where evaluation of the accumulation is insufficient to clearly
assess commerciality. Contingent resources are further categorised
in accordance with the level of certainty associated with the
estimates and may be subclassified based on project maturity and/
or characterised by their economic status.
Cost recovery A mechanism determined in a PSC or PSA by which the Company
(or companies) party to the PSC or PSA is enabled to recover
present and past costs
Cretaceous The final period of the Mesozoic era ranging from approximately
65 to 144 million years ago.
Declaration of commerciality Document which assesses the production of oil and gas from a field
that is commercially and economically viable.
Decommission or decommissioning The process or the procedure by which the facilities and the
infrastructure related to the production of hydrocarbon from an oil
field are demobilised and abandoned.
Deepwater Any area of water over 250m in depth.
Discovery An exploration well which has encountered oil and gas for the first
time in a structure.
Drilling campaign A period of time in which drilling activities are performed.
Drillship A maritime vessel that has been fitted with drilling apparatus, most
often used for exploratory drilling of new oil or gas wells in deep
water.
Dry well A well which does not encounter hydrocarbons in economically
producible quantities.
E&E Exploration and evaluation.
Exploration The phase of operations which covers the search for oil or gas by
carrying out detailed geological and geophysical surveys followed
up where appropriate by exploratory drilling.
Exploration drilling Drilling carried out to determine whether oil and gas are present in
a particular area or structure.
Exploration well A well in an unproven area or prospect, may also be known as a
‘‘wildcat well’’.
Farm in A term used to describe when an oil and gas company buys a
portion of the acreage in a block from another company, usually in
return for consideration and for taking on a portion of the selling
company’s work commitments.
Farm out A term used to describe when a company sells a portion of the
acreage in a block to another company, usually in return for
consideration and for the buying company taking on a portion of
the selling company’s work commitments.

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Fault A displacement (vertical, inclined or lateral) below the earth’s
surface that acts to offset rock layers relative to one another.
Faulting can create traps for hydrocarbons.
FEED Front End Engineering Design.
FID Final Investment Decision.
Field A geographical area under which either a single oil or gas reservoir
or multiple oil or gas reservoirs lie, all grouped on or related to the
same individual geological structural feature and/or stratigraphic
condition.
Fluid content Fluid within the pore space of a rock.
Formation A body of rock identified by lithic characteristics and stratigraphic
position which is mappable at the earth’s surface or traceable in the
sub-surface.
FPSO A floating production, storage and offloading unit which is a vessel
used for processing hydrocarbons.
FSO A floating storage and offloading unit which is a vessel used for
storing hydrocarbons
Gas field A field containing natural gas but no oil.
Geological basin A depression in the earth’s crust where sediments accumulate.
Geophysical Association with the earth science concerned with the physical
properties. Geophysical exploration is concerned with measuring
the earth’s physical properties to delineate structure, rock type and
fluid content; these measurements include electrical, seismic, gravity
and magnetics.
Hydrocarbon A compound containing only the elements hydrogen and carbon.
May exist as a solid, a liquid or a gas. The term is mainly used in a
catch-all sense for oil, gas and condensate.
Infrastructure Oil and gas processing, transportation and off-take facilities.
JOA Joint Operating Agreement.
Lead An identified trap that may contain hydrocarbons. A potential
hydrocarbon accumulation may be described as a lead or prospect
depending on the degree of certainty in that accumulation. A lead
generally requires more data to mature it to the prospect level.
Licence An exclusive right to explore for petroleum, usually granted by a
national governing body.
LNG Natural gas that has been liquefied under high pressure and low
temperature to reduce its volume to enable easier transportation.
m Metre.
MM Millions.
MMbbl Million barrels.
MMboe Million barrels of oil equivalent.
MMBTU Millions of British thermal units.
MMscfd Million standard cubic feet per day.
Natural gas Gas, predominantly methane, occurring naturally, and often found
in association with crude petroleum.
Offshore That geographic area that lies seaward of the coastline.
Oil A mixture of liquid hydrocarbons of different molecular weights.
Oil field The mapped distribution of a proven oil-bearing reservoir or
reservoirs.

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Oil-prone An area which is considered to be more likely to contain oil fields
(as opposed to gas fields).
Onshore Geographic area that lies landward of the coastline.
Operator The company that has legal authority to drill wells and undertake
production of oil and gas. The operator is often part of a
consortium and acts on behalf of this consortium.
Paleocene Referring to a geologic epoch that lasted from about 66 to
56 million years ago.
Participating interest The proportion of exploration and production costs each party will
bear and the proportion of production each party will receive, as set
out in an operating agreement.
Paying interest Underlying interest in an oil or gas concession excluding any cost
carries.
Petroleum A generic name for oil and gas, including crude oil, natural gas
liquids, natural gas and their products.
Petroleum Agreement A PSC, Concession Agreement or agreement of a similar nature
entered into with a government or governmental entity which
confers the right to carry out, and governs the conduct of,
hydrocarbon exploration, appraisal development and/or
production operations.
Petroleum system Geologic components and processes necessary to generate and store
hydrocarbons, including a mature source rock, migration pathway,
reservoir rock, trap and seal.
Phase A distinct state of matter in a system, e.g. liquid phase or gas phase.
Play A conceptual model for a style of hydrocarbon accumulation.
PRMS 2007 Petroleum Resources Management System (as defined by the
Society of Petroleum Engineers, American Association of
Petroleum Geologists, World Petroleum Council and the Society
of Petroleum Evaluation Engineers).
Profit gas The amount of production, after deducting cost gas production
allocated to costs and expenses, that will be divided between the
participating parties and the host government under the PSC or
PSA.
Profit oil The amount of production, after deducting cost oil production
allocated to costs and expenses, that will be divided between the
participating parties and the host government under the PSC or
PSA.
Prospect An identified trap that may contain hydrocarbons. A potential
hydrocarbon accumulation may be described as a lead or prospect
depending on the degree of certainty in that accumulation. A
prospect generally is mature enough to be considered for drilling.
Prospective resources Those quantities of petroleum which are estimated, on a given date,
to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective resources
have both an associated chance of discovery and a chance of
development. Prospective resources are further subdivided in
accordance with the level of certainty associated with recoverable
estimates assuming their discovery and development and may be
sub-classified based on project maturity.
Prospectivity The likelihood of an area to contain potential hydrocarbon
accumulations, i.e. prospects.
PSA or PSC Production sharing agreement or contract under which the
contractor agrees to fund and carry out pre-agreed work

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 programmes on behalf of the concession owner in return for a share
of production revenues.
PSDM Pre-stack depth migration.
Psi Pounds per square inch.
PSTM Pre-stack time migration.
Reserves Those quantities of petroleum which are anticipated to be
commercially recoverable by application of development projects
to known accumulations from a given date forward under defined
conditions. Reference should be made to the full PRMS definitions
for the complete definitions and guidelines.
Reservoir An underground porous and permeable formation where oil and
gas has accumulated.
Resources Contingent and prospective resources, unless otherwise specified.
Rig The machine used to drill a wellbore.
Royalty A percentage share of production, or the value derived from
production, paid from a producing well.
Scf Standard cubic feet.
Seal A relatively impermeable rock, commonly shale, anhydrite or salt,
that forms a barrier or cap above and around reservoir rock such
that fluids cannot migrate beyond the reservoir. A seal is a critical
component of a complete petroleum system.
Seismic survey A method by which an image of the Warth’s sub-surface is created
through the generation of shockwaves and analysis of their
reflection from rock strata.
Source rock A rock rich in organic matter which, if given the right conditions,
will generate oil or gas. Typical source rocks, usually shales or
limestones, contain at least 0.5 per cent. total organic carbon,
although a rich source rock might have as much as 10 per cent.
organic matter. Access to a working source rock is necessary for a
complete petroleum system.
Tcf Trillion cubic feet.
Tertiary A geological period from approximately 65 million to 2.5 million
years ago.
Trap A configuration of rocks suitable for containing hydrocarbons and
sealed by a relatively impermeable formation through which
hydrocarbons will not migrate. Traps are described as structural
traps (in deformed strata such as folds and faults) or stratigraphic
traps (in areas where rock types change, such as unconformities,
pinch outs and reefs). A trap is an essential component of a
petroleum system.
Upstream Operations stages in the oil and gas industry that involve
exploration and production.
WI Working Interest.

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Black&Callow — C110748