ESM Sch 1 Update - Petroceltic International plc

Announcement to be made by the ESM Applicant prior to admission in accordance withrule 2 of the ESM Rules for Companies

Company name Petroceltic International plc

Company registered address and if different, company trading address (including postcodes)

REGISTERED OFFICE AND TRADING ADDRESS

6th Floor, 75 St. Stephens Green, Dublin 2, Ireland

Country of incorporation Ireland

Company website address containing all information required by rule 26 in the ESM Rulesfor Companies

www.petroceltic.ie

Company business (including main country of operation) or, in the case of an investing company, details of its investing strategy. If the admission is sought as a result of a reverse takeover under rule 14 of the ESM Rules for Companies, this should be stated

On 17 August 2012, the boards of Petroceltic International plc ("Petroceltic") and Melrose Resources plc ("Melrose") announced that they had reached an agreement on the terms of a recommended merger (the "Merger") of Petroceltic and Melrose (together the "Enlarged Company" or the "Enlarged Group"). The Merger will create a regionally focused North Africa, Mediterranean and Black Sea independent oil and gas company with a balanced portfolio comprising production, development and high-impact exploration assets.

The complementary asset bases of the two companies, which comprise Melrose's cash generating production base in Bulgaria and Egypt, Petroceltic's potential development upside of the Ain Tsila gas discovery in Algeria and the high-impact exploration portfolios of both companies in the Kurdistan Region of Iraq, Italy, Romania, Bulgaria and Egypt, balanced across proven and frontier plays, will create a diversified, enlarged entity with current production as well as potential medium and long-term upside through exploration and development programmes.

The Enlarged Group will have 2P reserves of 84.2 MMboe, contingent resources of 357 MMboe and unrisked prospective resources of 1,365 MMboe.

Following the Merger becoming effective, existing Melrose Shareholders will hold 46 per cent of the Enlarged Company and existing Petroceltic Shareholders will hold 54 per cent of the Enlarged Company, on an undiluted basis.

The Merger, which will be implemented by means of a court-sanctioned scheme of arrangement of Melrose under Part 26 of the UK Companies Act 2006, represents a reverse takeover for Petroceltic under the AIM Rules and ESM Rules, and as such is conditional, amongst other things, on the admission to trading on AIM and ESM of the Enlarged Company, and the approval by Petroceltic Shareholders. It is expected that the Readmission will become effective and dealings in the Enlarged Company Shares will commence on AIM and ESM on 11 October 2012.

On 20 September 2012, the boards of Petroceltic and Melrose separately announced that the resolutions to, inter alia, approve the Merger, proposed at the Petroceltic Extraordinary General Meeting, the Melrose Court Meeting and the Melrose General Meeting respectively, as set out in the Admission Document sent to Petroceltic Shareholders and the Scheme Circular sent to Melrose Shareholders, on 24 August 2012, were all duly passed by the requisite majorities.

Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where known, number of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares)

4,388,435,134 ordinary shares of nominal value €0.0125 each

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission

No capital to be raised on Readmission

Estimated market cap on Readmission - c. €385.5 million (£308 million)

Percentage of ESM securities not in public hands on admission

23.83%

Details of any other exchange or trading platform to which the ex securities (or other securities of the company) are or will be admitted or traded

AIM, a market regulated by the London Stock Exchange

Full names and functions of directors and proposed directors (underlining the first name by which each is known or including any other name by which each is known)

On Readmission, the composition of the Enlarged Company Board will be as follows:

Robert F M Adair* - Non-Executive Chairman

Brian O'Cathain - Chief Executive Officer

Tom Hickey - Chief Financial Officer

David Thomas* - Chief Operating Officer

James Agnew* - Senior Independent Director

Hugh McCutcheon - Non-Executive Director and Deputy Chairman

Robert Arnott - Non-Executive Director

Con Casey - Non-Executive Director

Alan Parsley* - Non-Executive Director

*Previously directors of Melrose Resources plc

Full names and holdings of significant shareholders, expressed as a percentage of the issued share capital, before or after admission (underlining the first name by which each is known or including any other name by which each is known)

The Directors are aware of the following interests in Petroceltic and Melrose, which at the date of this announcement would represent an interest in three per cent or more of the Enlarged Company's share capital or voting rights and which may be notifiable under the AIM Rules or ESM Rules following the Merger becoming Effective and the Readmission occurring:

Note:

1 These figures assume no further Petroceltic or Melrose share are issued prior to the effective date other than in connection with the Merger.

Notes:

1 The number of Enlarged Company Shares following the Merger and the percentage of Enlarged Company issued share capital following the Merger has been calculated by multiplying the relevant Melrose Shareholder's interest by the Exchange Ratio and dividing by the sum of the total number of Existing Petroceltic Shares plus an estimate of the total number of New Petroceltic Shares to be issued to Melrose Shareholders pursuant to the Merger. The actual number of Enlarged Company Shares following the Merger and the percentage of Enlarged Company issued share capital held by each Melrose Shareholder may differ to the above because as part of the Merger it has been agreed to round the fractional entitlements of Melrose Shareholders up.

2 Skye Investments Ltd is a connected company to Robert Adair.

Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM Rules for Companies

N/A

i anticipated accounting reference date 31 December

ii date to which the main financial information in the admission document has been prepared 31 December 2011

iii dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies

a. Year ended 31 December 2012 by 30 June 2013;

b. 6 months ended 30 June 2013 by 30 September 2013; and

c. Year ended 31 December 2013 by 30 June 2014.

Expected admission

11 October 2012

Name and address of ESM Adviser

Davy

Davy House

49 Dawson Street

Dublin 2

Ireland

Name and address of broker

Davy

Davy House

49 Dawson Street

Dublin 2

Bank of America Merrill Lynch

2 King Edward Street

London

EC1A 1HQ

Mirabaud Securities LLP

33 Grosvenor Place

London

SW1X 7HY

Other than in the case of a quoted Applicant, details of where (postal or internet address) the admission document will be available from, with a statement that this will contain full details about the Applicant and the admission of its securities

Copies of the Admission Document are available, free of charge, to the public during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the registered office of Petroceltic for the period from the date of publication of the Admission Document (being 17 August 2012) until the date of Admission. The Admission Document contains full details about Petroceltic and its ordinary shares.

The Admission Document is available on Petroceltic's website at www.petroceltic.ie

Date of notification

10 October 2012

New/update (see note): Update

The name of the ESM designated market upon which the Applicant's securities have been traded

The date from which the Applicant's securities have been so traded

Confirmation that, following due and careful enquiry, the Applicant has adhered to any legal and regulatory requirements involved in having its securities traded upon such a market or details of where there has been any breach

An address or web-site address where any documents or announcements which the Applicant has made public over the last two years (in consequence of having its securities so traded) are available

Details of the Applicant's strategy following admission including, in the case of an investing company, details of its investment strategy

A description of any significant change in financial or trading position of the Applicant, which has occurred since the end of the last financial period for which audited statements have been published

A statement that the directors of the Applicant have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission

Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies

A brief description of the arrangements for settling the Applicant's securities

A website address detailing the rights attaching to the Applicant's securities

Information equivalent to that required for an admission document which is not currently public

A website address of a page containing the Applicant's latest annual report and accounts which must have a financial year end not more then nine months prior to admission and fully audited interim results where applicable. The accounts must be prepared according to Irish, UK or USGAAP or international accounting standards.

The number of each class of securities held in treasury

Note: this field should indicate that the announcement is 'new' and all relevant fields should be completed. Otherwise where the form is required to be completed in respect of an 'update' announcement, this should be indicated. In such cases, all the original information should be included with any amended fields emboldened.