Placing & Rights Issue

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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.

4 March 2013

For immediate release

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

ANNOUNCEMENT OF PLACING AND FULLY UNDERWRITTEN RIGHTS ISSUE

Today the Board of Ophir is pleased to announce its intention to raise gross proceeds of up to approximately £553.4 million (approximately US$832.7 million) by way of a Placing and Rights Issue. Up to 19,850,000 Placing Shares will be issued through the Placing at a Placing Price of 460 pence per Placing Share. Up to 168,025,675 New Ordinary Shares will be issued through the Rights Issue, which represent 2 New Ordinary Shares for each 5 Existing Ordinary Shares on the Record Date.

Upon completion of the Placing and Rights Issue, the Placing Shares and New Ordinary Shares will represent approximately 31.9 per cent. of the Company's Enlarged Issued Ordinary Share Capital and the Existing Ordinary Shares representing approximately 68.1 per cent. of the Company's Enlarged Issued Ordinary Share Capital (in each case assuming the maximum number of Placing Shares are issued).

The Placees will be Qualifying Shareholders for the purposes of the Rights Issue. The books for the Placing will open very shortly. The timing of the closing of the books will be at the absolute discretion of Ophir and the Banks.

The Issue Price of 275 pence per New Ordinary Share represents a 32.5 per cent. discount to the theoretical ex-rights price of approximately 407 pence per New Ordinary Share calculated by reference to the Placing Price.

The Placing and Rights Issue are not conditional on Shareholder approval. In addition, the Placing is not conditional on completion of the Rights Issue.

The Group intends to use the net proceeds of the Placing and Rights Issue, of up to approximately £524.0 million (approximately US$788.4 million), to continue the Group's strategy of adding significant value across their portfolio through a combination of a high impact pan-African drilling programme, maintaining the pace of commercialisation of the Group's gas assets in Tanzania and making strategic additions to the Group's portfolio by:

·; Continuing to explore and evaluate the resource potential of the Group's acreage position in Tanzania through an extensive deep water offshore exploration drilling programme including at least three wells in the highly prospective Blocks 1, 3 & 4 and one well in each of Block 7 and East Pande;

·; Drilling one deep water offshore exploration well in Block L9, offshore Kenya;

·; Progressing Ophir-BG Group's Tanzanian gas assets towards commercialisation in a competitive timeframe;

·; Commencing a three well offshore drilling programme in Gabon by exploring both pre-salt (two wells) and post-salt prospects, targeting multiple deep water oil plays that have successfully been tested in both offshore Angola and the Sergipe-Alagoas Basin offshore Brazil;

·; Enhancing the Group's West African position by exploring a play concept on the West African transform margin in Ghana with the drilling of the Starfish prospect in the Accra Block, offshore Ghana;

·; Undertaking further exploration and appraisal in Block R, Equatorial Guinea (subject to farm out); and

·; Adding to the Group's portfolio through one or more new country entries that leverage the Group's expertise and align with the Group's corporate strategy.

If the Placing completes but the Rights Issue does not, the use of proceeds outlined above will be scaled back accordingly.

It is expected that a Prospectus will be published on 5 March 2013 containing full details of the Placing and Rights Issue. Once published, the Prospectus will be made available on the Company's website (www.ophir-energy.com), and will be made available for inspection at its registered office: 50 New Bond Street, First Floor, London, W1S 1BJ, and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.

J.P. Morgan Cazenove is acting as Sole Sponsor and Joint Bookrunner, Credit Suisse and Deutsche Bank AG are acting as Joint Bookrunners and RBC Capital Markets and Oriel Securities are acting as Joint Lead Managers on the Placing and Rights Issue. Merlin Partners LLP is acting as financial adviser to the Placing and Rights Issue.

The Rights Issue has been fully underwritten by the Underwriters and is conditional, amongst other things, upon:

(a) the Rights Issue and Placing Underwriting Agreement having become unconditional in all respects (save for the condition relating to the Rights Issue Admission) and not having been terminated in accordance with its terms; and

(b) Rights Issue Admission becoming effective by not later than 8.00 a.m. on 11 March 2013 (or such later time and date as the Company and the Joint Bookrunners may agree).

Commenting on the Placing and Rights Issue, Ophir's Group Chief Executive Officer, Nick Cooper said:

"The Board of Ophir would like to thank shareholders for their continued support. The proceeds from this raise provide Ophir with the balance sheet both to execute a drilling programme of 10-15 high impact exploration wells and to complete asset farmouts from a position of financial strength".

This preceding summary should be read in conjunction with the full text of the following announcement and its appendices. All defined terms have the meaning given to them in Appendix 3 to this announcement.

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 250m 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.

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.

ADDITIONAL INFORMATION REGARDING THE TRANSACTION

OPHIR ENERGY PLCANNOUNCEMENT OF PLACING AND FULLY UNDERWRITTEN RIGHTS ISSUE

1 Terms of the Placing and Rights Issue

The Company is proposing to raise gross proceeds of up to approximately £553.4 million (approximately US$832.7 million) by way of the Placing and the Rights Issue.

The Directors have carefully considered the best way to structure the fundraising. In making their decision, the Directors considered a number of factors, including the total net proceeds to be raised, speed, certainty, the composition of the Company's share register, the volume of demand from new investors wishing to invest in the Company and the split of proceeds to be raised from the Placing and the Rights Issue.

The Directors decided to include the Placing as part of the fundraising as this enables the Company to satisfy the significant demand received from new investors. The Placing was decided upon following consultation with a number of large existing and potential new investors and the Placing Price was determined following such discussions. The combination of the Placing and the Rights Issue provides the flexibility of enabling existing Qualifying Shareholders to subscribe for New Ordinary Shares in the Rights Issue on a pre-emptive basis, whilst also being able to satisfy the significant demand from new investors to subscribe for Placing Shares and then participate in the Rights Issue. The Directors therefore believe that the Placing and the Rights Issue are in the best interests of the Company.

Rights Issue

The Company is proposing to offer up to 168,025,675 New Ordinary Shares by way of a Rights Issue at 275 pence per New Ordinary Share, payable in full on acceptance by no later than 11.00 a.m. on 25 March 2013. The New Ordinary Shares will be offered to Qualifying Shareholders (including Placees) other than, subject to certain exceptions, those who have a registered address, or are resident in the United States or the Restricted Jurisdictions. The Rights Issue is expected to raise gross proceeds of up to approximately £462.1 million (approximately US$695.3 million).

The Issue Price represents a discount of approximately 32.5 per cent. to the theoretical ex-rights price calculated by reference to the Placing Price. The Rights Issue will be made on the following basis:

2 New Ordinary Shares for every 5 Existing Ordinary Share

held by Qualifying Shareholders at the close of business on the Record Date.

Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Qualifying Shareholders (including Placees) but will be aggregated and placed in the market for the benefit of the Company.

The Rights Issue will be fully underwritten pursuant to the Rights Issue and Placing Underwriting Agreement, the principal terms of which are summarised in paragraph 11.1 of Part XVII: "Additional Information" of the Prospectus.

The Rights Issue will result in 168,025,675 New Ordinary Shares being issued (representing approximately 42.0 per cent. of the existing issued ordinary share capital as at 1 March 2013 and 28.6 per cent. of the Enlarged Issued Ordinary Share Capital immediately following completion of the Placing and Rights Issue) (assuming that the maximum number of Placing Shares are issued).

The Rights Issue is conditional, amongst other things, upon:

(c) the Rights Issue and Placing Underwriting Agreement having become unconditional in all respects (save for the condition relating to Rights Issue Admission) and not having been terminated in accordance with its terms; and

(d) Rights Issue Admission becoming effective by not later than 8.00 a.m. on 11 March 2013 (or such later time and date as the Company and the Joint Bookrunners may agree).

The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends or distributions made, paid or declared after the date of the Prospectus and restrictions as the Existing Ordinary Shares, as set out in the Articles. Certain of these rights are summarised in paragraph 6 of Part XVII: "Additional Information" of the Prospectus.

Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Rights Issue Admission will occur and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 26 March 2013.

It is expected that the Provisional Allotment Letters will be despatched on 9 March 2013.

Some questions and answers, together with further terms and conditions of the Rights Issue are set out in Part VIII: "Some questions and answers on the Rights Issue" and Part IX: "Terms and Conditions of the Rights Issue" of the Prospectus and, where relevant, in the Provisional Allotment Letter.

Overseas Shareholders should refer to paragraph 2.5 of Part IX: "Terms and Conditions of the Rights Issue" of the Prospectus for further information on their ability to participate in the Rights Issue.

Placing

Under the Placing, the Placing Agents, have agreed to use their respective reasonable endeavours to procure Placees for up to 19,850,000 Placing Shares at a Placing Price of 460 pence per Placing Share. Assuming full take-up of the Placing, the Placing will raise approximately £91.3 million (approximately US$137.4 million) (before expenses). On that basis, the Placing Shares will represent approximately 5.0 per cent. of the Company's issued Ordinary Shares prior to completion of the Placing and will represent approximately 3.4 per cent. of the Company's issued Ordinary Shares following completion of the Placing and the Rights Issue (assuming that no further Ordinary Shares are issued as a result of the exercise of any options or awards vesting under any Employee Share Plans in the period from publication of this document to completion of the Placing and the Rights Issue).

The issue of the Placing Shares has not been fully underwritten by the Underwriters, and so the number of Placing Shares to be issued is dependent on the number of Placees procured by the Placing Agents. The Placing Agents and Underwriters' obligations in connection with the Placing are conditional, inter alia, on the Rights Issue and Placing Underwriting Agreement having become unconditional in all respects in relation to the Placing and Placing Admission becoming effective by no later than 8.00 a.m. on 8 March 2013 (or such later time and date as the Company and the Joint Bookrunners may agree). The Placing is not conditional on completion of the Rights Issue. At the time that the Placing Shares are unconditionally issued and allotted to Placees, the Rights Issue will remain conditional upon Placing Admission and Rights Issue Admission.

Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange. It is expected that Placing Admission will become effective, and that dealings on the London Stock Exchange in the Placing Shares will commence on 8 March 2013 at 8.00 a.m. (London time).

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares. The Placees will be Qualifying Shareholders for the purposes of the Rights Issue.

Shareholders who do not participate in the Placing will have their proportionate shareholdings in the Company diluted by approximately 4.7 per cent. as a consequence of the Placing (assuming the maximum number of Placing Shares are issued). Following the Placing, Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares will have their proportionate shareholdings in the Company diluted by approximately 28.6 per cent. as a consequence of the Rights Issue (assuming the maximum number of Placing Shares are issued). Shareholders who do not participate in the Placing or take up their entitlements to New Ordinary Shares will have their proportionate shareholdings in the Company diluted by approximately 31.9 per cent. as a consequence of the Placing and the Rights Issue (assuming the maximum number of Placing Shares are issued).

2 Reasons for the Rights Issue

The Group intends to use the net proceeds of the Placing and Rights Issue, of up to approximately £524.0 (approximately US$788.4 million), to continue the Group's strategy of adding significant value across their portfolio through a combination of a high impact pan-African drilling programme, maintaining the pace of commercialisation of the Group's gas assets in Tanzania and making strategic additions to the Group's portfolio by:

·; Continuing to explore and evaluate the resource potential of the Group's acreage position in Tanzania through an extensive deep water offshore exploration drilling programme including at least three wells in the highly prospective Blocks 1, 3 & 4 and one well in each of Block 7 and East Pande;

·; Drilling one deep water offshore exploration well in Block L9, offshore Kenya;

·; Progressing Ophir-BG Group's Tanzanian gas assets towards commercialisation in a competitive timeframe;

·; Commencing a three well offshore drilling programme in Gabon by exploring both pre-salt (two wells) and post-salt prospects, targeting multiple deep water oil plays that have successfully been tested in both offshore Angola and the Sergipe-Alagoas Basin offshore Brazil;

·; Enhancing the Group's West African position by exploring a play concept on the West African transform margin in Ghana with the drilling of the Starfish prospect in the Accra Block, offshore Ghana;

·; Undertaking further exploration and appraisal in Block R, Equatorial Guinea (subject to farm out); and

·; Adding to the Group's portfolio through one or more new country entries that leverage the Group's expertise and align with the Group's corporate strategy.

If the Placing completes but the Rights Issue does not, the use of proceeds outlined above will be scaled back accordingly.

3 Further Terms of the Rights Issue

The Company is proposing to raise proceeds of up to approximately £462.1 million (approximately US$695.3 million) (before expenses) by way of a rights issue of up to 168,025,675 New Ordinary Shares. Subject to the fulfilment of the conditions of the Rights Issue and Placing Underwriting Agreement, the New Ordinary Shares will be offered by way of Nil Paid Rights at 275 per New Ordinary Share, payable in full on acceptance by Qualifying Shareholders other than, subject to certain exceptions, those who have a registered address, or are located or resident, in the United States or the Restricted Jurisdictions on the basis of:

2 New Ordinary Shares for every 5 Existing Ordinary Shares

held and registered in their name on the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions as set out in this document and, in the case of Qualifying Non-CREST Shareholders (other than, subject to certain exclusions and restrictions, those Shareholders who have a registered address, or are located or resident, in the United States or the Restricted Jurisdictions), the Provisional Allotment Letter.

Qualifying Shareholders are holders of Ordinary Shares on the register of members of the Company at the Record Date (and includes Placees). With the exclusion (subject to certain exceptions) of Qualifying Shareholders with a registered address, or who are located or resident, in the United States or the Restricted Jurisdictions, Qualifying Shareholders will be entitled to take up the New Ordinary Shares represented by their entitlements to Nil Paid Rights. Subject to certain exceptions, Nil Paid Rights to which Qualifying Shareholders with registered addresses, or who are located or resident, in the United States or the Restricted Jurisdictions would otherwise be entitled will be aggregated with entitlements to Nil Paid Rights which have not been taken up by other Qualifying Shareholders and, if possible, sold.

Timetable dates in this announcement have been included on the basis of the expected timetable set out in the Appendix 1 to this announcement.

The Issue Price of 275 pence per New Ordinary Share represents a discount of approximately 32.5 per cent. to the theoretical ex-rights price calculated by reference to the Placing Price.

The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Qualifying Shareholders who do not take up their Nil Paid Rights in New Ordinary Shares in full will have their proportionate shareholdings in the Company diluted by approximately 28.6 per cent (assuming the maximum number of Placing Shares are issued). Those Qualifying Shareholders who take up their rights in full will, subject to fractions, have the same proportionate voting and distribution rights as held on the Record Date.

The Nil Paid Rights, also described as New Ordinary Shares (nil paid), are entitlements to acquire the New Ordinary Shares subject to payment of the Issue Price. The Fully Paid Rights are entitlements to receive the New Ordinary Shares, for which a subscription and payment has already been made.

Holdings of Existing Ordinary Shares in certificated and non-certificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Entitlements to New Ordinary Shares will be rounded down to the next lowest whole number of Shares and fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders.

Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in the Nil Paid Rights. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company.

The attention of Overseas Shareholders or any person who is holding Existing Ordinary Shares for the benefit of Overseas Shareholders (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward the Prospectus or any Provisional Allotment Letter into a jurisdiction other than the United Kingdom is drawn to paragraph 2.5 of Part IX of the Prospectus. The offer of New Ordinary Shares and the Rights Issue will not be made into certain territories. Subject to the provisions of paragraph 2.5 of Part IX of the Prospectus, Qualifying Shareholders with a registered address, or who are located or resident, in the United States or the Restricted Jurisdictions will not be sent the Prospectus and Provisional Allotment Letters and will not have their CREST accounts credited with Nil Paid Rights.

Applications have been made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Rights Issue Admission will become effective on 11 March 2013 and that dealings in the Nil Paid Rights will commence on the London Stock Exchange by 8.00 a.m. on that date. The New Ordinary Shares and the Existing Ordinary Shares are in registered form and can be held in certificated or uncertificated form via CREST.

If the Ordinary Shares are already admitted to CREST, no further application for admission to CREST is required for the New Ordinary Shares and all of the New Ordinary Shares when issued and fully paid may be held and transferred by means of CREST.

Application will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear UK requires the Company to confirm to it that certain conditions (imposed by the CREST Manual) are satisfied before Euroclear UK will admit any security to CREST. It is expected that these conditions will be satisfied, in respect of the Nil Paid Rights and the Fully Paid Rights, on Rights Issue Admission. As soon as practicable after satisfaction of the conditions, the Company will confirm this to Euroclear UK.

The ISIN for the New Ordinary Shares will be the same as that of the Existing Ordinary Shares, being GB00B24CT194. The ISIN for the Nil Paid Rights is GB00B90XG693 and for the Fully Paid Rights is GB00B8N7YK18.

None of the New Ordinary Shares have been marketed or will be made available in whole or in part to the public other than pursuant to the Rights Issue.

The Rights Issue has been fully underwritten by the Underwriters and is conditional, inter alia, upon:

(i) the Rights Issue and Placing Underwriting Agreement having become unconditional in all respects (save for the condition relating to Rights Issue Admission) and not having been terminated in accordance with its terms; and

(ii) Rights Issue Admission becoming effective by not later than 8.00 a.m., London time, on 11 March 2013 (or such later date as the Company and the Joint Bookrunners may agree).

The Rights Issue and Placing Underwriting Agreement is conditional upon certain matters being satisfied or not breached prior to Rights Issue Admission and may be terminated by the Banks prior to Rights Issue Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. The Rights Issue and Placing Underwriting Agreement is not capable of termination following Rights Issue Admission. The Rights Issue and Place Underwriting Agreement may not be terminated following Rights Issue Admission. The Underwriters may arrange sub-underwriting for some, all or none of the New Ordinary Shares. A summary of certain terms and conditions of the Rights Issue and Placing Underwriting Agreement is contained in paragraph 11.1 of Part XVII: "Additional Information" of the Prospectus.

The Banks and any of their respective affiliates may engage in trading activity in connection with their roles under the Rights Issue and Placing Underwriting Agreement and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own account in securities of the Company and related or other securities and instruments (including Ordinary Shares, Nil Paid Rights and Fully Paid Rights), subject to the provisions of the Rights Issue and Placing Underwriting Agreement. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.

The Company will not proceed with the Rights Issue if the Rights Issue and Placing Underwriting Agreement is terminated at any time prior to Rights Issue Admission and the commencement of dealings in the Nil Paid Rights.

In addition, the Company reserves the right to decide not to proceed with the Rights Issue at any time prior to Rights Issue Admission and the commencement of dealings in the Nil Paid Rights.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends or other distributions made, paid or declared after the date of the Prospectus.

There will be no restrictions on the free transferability of the New Ordinary Shares save as provided in the Articles. The rights attaching to the New Ordinary Shares are governed by the Articles, a summary of which is set out in paragraph 6 of Part XVII: "Additional Information" of the Prospectus.

All documents including Provisional Allotment Letters (which constitute temporary documents of title) and cheques and certificates posted to, by or from Qualifying Shareholders and/or their transferees or renounces (or their agents, as appropriate) will be posted at their own risk.

Qualifying Shareholders taking up their rights by completing a Provisional Allotment Letter or by sending a Many-To-Many ("MTM") instruction to Euroclear UK will be deemed to have given the representations and warranties set out in paragraph 2.2.2 of Part IX of the Prospectus, unless the requirement is waived by the Company.

4 Dividends and future dividend policy

Following the Placing and Rights Issue, the Company intends to maintain its current dividend policy. The Directors do not anticipate paying dividends in the near future. The Directors will reconsider the Company's dividend policy as the Company advances the development of its operations. The Directors envisage that, at such time, 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.

5 Annual general meeting

At an annual general meeting of the Company held on 19 June 2012, the Board was authorised, generally and without conditions, to allot equity securities (as defined in the 2006 Act) up to a maximum of nominal value of £330,000 (and a further £330,000 in connection with an offer by way of rights issue to Shareholders) and to allot equity securities wholly for cash otherwise than in connection with a pre-emptive offer up to a maximum of nominal value of £49,625. The Placing Shares and the New Ordinary Shares are being allotted under those authorities, further details of which are contained in paragraph 4.2 of Part XVII: "Additional Information" of the Prospectus.

6 Directors' intentions

The Directors are in full support of the Placing and the Rights Issue and each of the Directors who are entitled to take up shares under the Rights Issue (holding in aggregate 7,428,852 Existing Ordinary Shares as at 1 March 2013, the last practicable date prior to the publication of the Prospectus) intends to either take up their Rights in full under the Rights Issue or sell sufficient of their Rights (nil paid) during the nil paid dealing period to meet the cost of taking up the balance of their entitlement to the New Ordinary Shares.

7 Further Information and Risk Factors

Shareholders' attention is drawn to the further information set out in Part VIII: "Some questions and answers about the Rights Issue" to Part XXI: "Definitions" of the Prospectus, which is expected to be published tomorrow. Overseas Shareholders should particularly consider the further information set out in Part VI: "Information relating to the presentation and source of information" and in Part XVI: "Taxation" of the Prospectus. Qualifying Shareholders and prospective investors should read the whole of the Prospectus and not rely solely on the information set out in this announcement. In addition, Shareholders should consider the risk factors set out in Part II: "Risk Factors" in the Prospectus.

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 matter 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, New Ordinary Shares and/or Placing 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 Nil Paid Rights, Fully Paid Rights, Placing Shares 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 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.

APPENDIX 1EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates set out below and mentioned elsewhere in this announcement may be adjusted by the Company in consultation with J.P. Morgan Cazenove, Credit Suisse and Deutsche Bank AG in which event details of the new times and dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Shareholders. References to a time of day are to London time unless otherwise stated.

APPENDIX 2PLACING AND RIGHTS ISSUE STATISTICS

APPENDIX 3DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS