Approval of Scheme of Arrangement

OPHIR ENERGY PLC

("Ophir" or the "Company")

Approval of Scheme of Arrangement, Close of Transaction and Admission of New Shares

London, 2 February 2012: Ophir, the upstream African oil and gas company, is pleased to announce that the scheme of arrangement approved by Dominion Petroleum Limited's ("Dominion") shareholders on 12 December 2011 was sanctioned by the Supreme Court in Bermuda effective on 1 February 2012 and today becomes effective. The transaction has therefore closed and the entire issued share capital of Dominion is now owned by Ophir.

Admission to trading on AIM of Dominion Shares will be cancelled on 3 February 2012. Dominion Shareholders as at the Scheme Record Date of midday (London Time) on 2 February 2012 will receive 0.0244 New Shares for each Scheme Share.

Applications have been made to the UKLA for 38,790,455 New Shares to be admitted to the premium listing segment of the UKLA Official List and to the London Stock Exchange plc for trading on the London Stock Exchange's main market for listed securities. It is expected that the admission of the New Shares will become effective, and that dealings will commence, at 8.00 a.m., 3 February 2012. The dispatch of share certificates in respect of the New Shares will take place no later than 17 February 2012.

Capitalised terms not otherwise defined in this announcement have the same meanings given to them in the prospectus published by Ophir on 2 December 2011.

For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, upon Admission the total number of voting rights in the Company will be 365,914,356. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the voting rights of the Company, under the Disclosure and Transparency Rules.

With the closing of the transaction, the enlarged footprint positions Ophir as the leading independent in the East African offshore play, with a portfolio of 7 blocks offshore Tanzania and Kenya, four of which are operated by the Ophir. The enlarged portfolio comprises 22 licences in 11 jurisdictions.

Nick Cooper, CEO of Ophir Energy plc said "Now that the transaction has closed, we look forward to progressing with operations across the new acreage. We welcome the Dominion shareholders to Ophir and look forward to an exciting period with plans to drill 9 wells in 2012. Today Ophir is drilling in Tanzania, preparing for a Q2 drilling campaign in Equatorial Guinea and undertaking seismic acquisition in five areas that will refine the drilling inventory for 2013."

ENQUIRIES

Ophir Energy plc +44 (0)207290 5800

Nick Cooper, CEO

J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker to Ophir) +44 (0)20 7742 4000

Barry Weir

Neil Passmore

James Robinson

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

Billy Clegg

Edward Westropp

FURTHER INFORMATION

Ophir (OPHR.LN) is an Africa-focussed upstream company. Ophir is listed on the main board of the London Stock Exchange and is a constituent of the FTSE250.

For further information visit: www.ophir-energy.com

J.P. Morgan Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")) is acting exclusively for Ophir and no one else in connection with the Acquisition or any other matter set out in this announcement or the Scheme Document 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 Acquisition or in relation to the contents of this announcement, the Prospectus published by Ophir on 2 December 2011 (the "Prospectus") or any transaction or any other matters referred to herein or therein.

Further information

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document published by Dominion Petroleum Limited, which contains the full terms and conditions of the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement and the Prospectus have been prepared for the purposes of complying with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement and the Prospectus in certain jurisdictions other than the United Kingdom and Bermuda may be restricted by law or regulation and therefore persons into whose possession this announcement and/or the Prospectus comes should inform themselves about, and observe, such restrictions. It is the responsibility of each such person to satisfy itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, the Company disclaims any responsibility or liability for the violation of such restrictions by such person.

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

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

The Acquisition relates to the shares in a Bermuda company and is proposed to be made by means of a scheme of arrangement provided for under the company law of Bermuda. The scheme of arrangement relates to the shares of a Bermuda company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Bermuda to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in Bermuda that may not be comparable to the financial statements of US companies.

The New Shares to be issued in connection with the Scheme have not been, and will not be, registered under the US Securities Act of 1933 as amended (the "US Securities Act"), or under the securities laws of any State or other jurisdiction of the United States. Accordingly, the New Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Shares are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Dominion or the Company prior to, or of the Company after, the Effective Date will be subject to certain transfer restrictions relating to the New Shares received in connection with the Scheme.

This announcement and the Prospectus, including information incorporated by reference into the Prospectus, may contain forward-looking statements. 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 to differ materially from those projected or implied in any forward-looking statements. 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. The statements contained in this announcement and/or the Prospectus are made at the date of release/publication (as the case may be). The Company disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.

Publication on website

A copy of this announcement will be made available, free of charge, for inspection on Ophir's website atwww.ophir-energy.com.