Announcement of Sale of Rights Issue Rump

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING AND RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

26 March 2013

For immediate release

OPHIR ENERGY PLC ("Ophir" or the "Company")

ANNOUNCEMENT OF SALE OF RIGHTS ISSUE RUMP

The Board of Ophir announced previously that it had received valid acceptances in respect of 165,542,063 New Ordinary Shares, representing approximately 98.52% of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 2 for 5 Rights Issue announced by Ophir on 4 March 2013 (the "Rights Issue").

Ophir confirms that, in accordance with the arrangements set out in Part XVII (Additional Information) of the Prospectus dated 5 March 2013, J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), Credit Suisse Securities (Europe) Limited and Deutsche Bank AG, London Branch (together the "Joint Bookrunners"), have procured purchasers on 26 March 2013 for the remaining 2,483,612 New Ordinary Shares, for which valid acceptances were not received, at an average price of 465.03 pence per New Ordinary Share.

The net proceeds from the sale of these New Ordinary Shares, after deduction of the Rights Issue price of 275 pence per New Ordinary Share and the expenses of procuring purchasers (including any applicable brokerage fees and commissions and amounts in respect of value added tax), will, save for amounts less than £5.00, be paid without interest to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments.

Capitalised terms not defined herein are defined at Part XXI (Definitions) of the prospectus published by the Company dated 5 March 2013.

Notes to Editors:

Ophir is a FTSE 250, independent oil and gas exploration company with a focus on Africa. 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), Dakar (Senegal), Port Gentil (Gabon), Brazzaville (Congo), Nairobi (Kenya) and Accra (Ghana).

Since its foundation in 2004, the Company has acquired an extensive portfolio of oil and gas interests, and its current portfolio comprises 21 assets in 10 jurisdictions in Africa. The majority of these interests lie offshore in water depths greater than 250 metres and are thus classified as "deepwater".

Through its drilling campaigns to date, the Company has made a total of 11 gas discoveries: six in Tanzania and five in Equatorial Guinea.

IMPORTANT NOTICE

This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any Placing Shares or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

J.P. Morgan Cazenove is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Credit Suisse Securities (Europe) Limited is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Placing and Rights Issue or any other matters referred to in this announcement.

RBC Capital Markets is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Oriel Securities is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Oriel Securities or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Merlin Partners LLP is authorised and regulated by the Financial Services Authority in the UK and is acting for Ophir and no one else in connection with the Placing and Rights Issue and will not be responsible to anyone other than Ophir for providing the protections afforded to clients of Merlin Partners LLP or for providing advice in relation to the Placing and Rights Issue or any other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP by the FSMA, J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP accept no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Ophir or the Placing Shares, Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letter, New Ordinary Shares or the Placing and Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

Each of J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP and/or their affiliates provide various investment banking, commercial banking and financial advisory services from time to time to Ophir.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Ophir, J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets or Merlin Partners LLP. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Ophir since the date of this announcement or that the information in it is correct as at any subsequent date.

The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights, Placing Shares and/or New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

No action has been taken by Ophir that would permit an offer of the Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares or possession or distribution of this announcement, the Provisional Allotment Letters and/or the Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the transfer or offering of Placing Shares, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction in which such an offer or solicitation would be unlawful.

This announcement and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). The Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction. The Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Placing Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

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

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by the Banks, Merlin Partners LLP or by any of their respective affiliates or agents or by any adviser to the Company or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Cautionary note regarding forward-looking statements

This announcement contains "forward-looking statements" regarding the belief or current expectations of the Company, the Directors and other members of senior management about the Company's businesses and the transactions described in this announcement, including statements relating to possible future write-downs or movements in property prices and the Company's capital and financial planning projections. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements.

These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the London Stock Exchange, the Part VI Rules or applicable law, neither the Company nor J.P. Morgan Cazenove, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, Oriel Securities, RBC Capital Markets and Merlin Partners LLP have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

You are advised to read this announcement and the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect Ophir's future performance and the industries in which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.