Proposed Cash Placing

2 February 2011

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Neither this Announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful.

MAX PETROLEUM PLC

("Max Petroleum" or the "Company")

Proposed cash placing of new ordinary shares

Capital Reorganisation

Max Petroleum, an independent oil and gas exploration and production company focused on Kazakhstan announces a proposed cash placing to raise approximately US$75 million (£46.5 million) (before expenses). The placing will be a conditional placing of new ordinary shares in the Company (the "Placing Shares") to institutional investors (the "Placing"). Macquarie Capital (Europe) Limited ("Macquarie") and J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), are acting as joint bookrunners (the "Bookrunners").

The Placing

The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will today commence a bookbuilding process in respect of the Placing ("Bookbuild"). The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") will be decided at the close of the Bookbuild. The book will open with immediate effect. The timing of the closing of the book, pricing and allocations is at the discretion of the Bookrunners and Max Petroleum. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

When issued, the Placing Shares will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Company will apply for admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc ("AIM"). It is expected that, conditional upon the capital reorganisation described below taking place, the passing of the Shareholder Resolutions at the General Meeting and on the Placing Agreement otherwise becoming wholly unconditional and not being terminated in accordance with its terms, dealings in the Placing Shares will commence in early March 2011. The Placing will be made on a non-pre-emptive basis.

The Appendix to this Announcement (which forms a part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Capital Reorganisation

In conjunction with and conditional upon the Placing, the Company is seeking to extend the maturity of the Company's Credit Facility and Convertible Bonds so as to enable the Group to use the net proceeds of the Placing to fund its ongoing exploration and appraisal activities in its Blocks A&E licence area in Western Kazakhstan.

As announced on 17 December 2010, the Company's senior lender, Macquarie Bank, has conditionally agreed, inter alia, to extend the maturity of the Company's Credit Facility from being repayable on 31 March 2011 and 1 June 2011 to being repayable on 31 March 2013 ("Credit Facility Extension"). The Credit Facility Extensionis conditional, amongst other things, on the Company obtaining the approval of its Bondholders to extend the final maturity date of the Convertible Bonds to 8 September 2013.  On the Credit Facility Extension becoming effective, the Company has agreed to pay Macquarie Bank a fee of 1% of the loan commitment amount.

The Company has also agreed in principle with the holders of more than 85% of the Company's Convertible Bonds, amongst other things, to extend the final maturity date of the Convertible Bonds from 8 September 2012 to 8 September 2013 ("Convertible Bonds Extension"). The approval of the Bondholders to the Convertible Bonds Extension will be sought at a meeting of the Bondholders expected to be held in early March 2011.

It is expected that, the Placing, the Credit Facility Extension, and the Convertible Bonds Extension which are interconditional, will all become effective on Admission.

In addition, Macquarie Bank has conditionally agreed to cancel unvested warrants exercisable into approximately 182.6 million Ordinary Shares at an exercise price of 6.13p per Ordinary Share and to exercise approximately 268.8 million vested warrants of which up to 50% will be cash exercised with proceeds of up to US$10 million being used to repay the Credit Facility if the Company completes the Placing prior to 31 March 2011.

Use of Proceeds

The Company is proposing to raise approximately US$75 million (£46.5 million), before expenses and intends to use the net proceeds from the Placing to continue the Company's ongoing exploration and appraisal activities in its Blocks A&E licence area in Western Kazakhstan.

The Company owns 100% of the Blocks A&E licence area, consisting of two onshore blocks in the Pre-Caspian Basin covering 12,455 km². The Company has acquired 4,980 km² of exploratory 3D seismic data over Blocks A&E, generating an inventory of shallow, post-salt and deep, pre-salt exploration prospects.

On 12 July 2010, the Company announced the results of an independent assessment of the prospectivity of Blocks A&E prepared by Ryder Scott (the "Ryder Scott Report"), which estimated the Company's total risked mean recoverable resource potential of 1,100 million barrels of oil equivalent ("MMBOE"). A copy of the Ryder Scott Report is located on the Company's website at www.maxpetroleum.com.

The Company intends to use the net proceeds from the offering to continue the post-salt drilling program, targeting up to eight post-salt exploration wells on Blocks A&E, and to commence a two-well pre-salt drilling program expected to begin in August 2011. The Company also currently plans to drill ten post-salt appraisal and development wells using other available sources of capital including cash flow from operations and existing borrowing capacity under its Credit Facility.

The Company anticipates additional debt or equity capital will be required for further exploration, appraisal and development drilling activities based on the results of its current programme, including future expanded appraisal and development drilling programs for the Company's recent post-salt discoveries in Borkyldakty and Uytas.

As such, the Company's short and medium term drilling programme includes:

·; up to eight post-salt exploration wells, targeting mean unrisked resources of 168 million barrels of oil;

·; up to ten post-salt appraisal and development wells, including:

o Six appraisal and development wells in Zhana Makat;

o Three appraisal wells in Uytas; and

o One appraisal well in Borkyldakty; and

·; up to two pre-salt exploration wells, targeting mean unrisked resources of 1,060 MMBOE.

Kazakhstan Article 36 Waiver (formerly Article 71)

The issue of Ordinary Shares by the Company, pursuant to the Placing may, in certain circumstances, be interpreted as being subject to the waiver of the Kazakhstan Government's priority right relating to transfers of interest in the beneficial ownership of subsurface use contracts. Although the Placing is not a transfer of interest but an expansion of the Company's issued share capital by way of subscription for new Ordinary Shares, the applicable legislation requires obtaining a waiver of the state's priority right as well as the consent of the MOG. On 12 August 2010 the Company submitted the application for such waiver and consent to the MOG by which it informed the MOG of its intention to raise additional funds pursuant to the Placing for investment in its Kazakhstan projects and stated that it was in compliance with the requirements relating to the Kazakhstan Government's priority right. On 26 January 2011 the Company received the waiver letter whereby the Kazakhstan Government waived its priority right and the MOG granted its consent to the Placing.

Undertakings

The Company has received irrevocable undertakings to vote in favour of the Shareholder Resolutions from Directors holding (directly or indirectly) in aggregate 4,631,826 Ordinary Shares representing 1.02 per cent. of the Existing Ordinary Shares.

Contacts

Richard Hook, Chief Operating Officer of Max Petroleum, is the qualified person that has reviewed and approved the technical information contained in this announcement. Mr. Hook is a member of the Houston Geological Society and holds both Masters and Bachelors of Science degrees in geology.

IMPORTANT NOTICE

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 as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, Macquarie or by any of their respective 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 liability therefore is expressly disclaimed.

J.P. Morgan Cazenove and Macquarie are acting as Joint Bookrunners in connection with the Placing. J.P. Morgan Cazenove and Macquarie, each of which is authorised and regulated by the Financial Services Authority are acting for the Company in connection with the Placing and no-one else and neither J.P. Morgan Cazenove nor Macquarie will be responsible to anyone other than the Company for providing the protections afforded to the respective clients of J.P. Morgan Cazenove and Macquarie nor for providing advice in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove, or Macquarie that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, J.P. Morgan Cazenove and Macquarie to inform themselves about, and to observe, such restrictions.

The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States, the Republic of South Africa or elsewhere. The information in this Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") nor the security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be offered or sold in the United States except pursuant to Regulation S under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this Announcement 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 Securities Act or the applicable laws of other jurisdictions.

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Announcement. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this Announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.

Any forward-looking statements in this Announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this Announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Announcement.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT, 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (C) IN THE RUSSIAN FEDERATION, QUALIFIED INVESTORS WITHIN THE MEANING OF FEDERAL LAW NO. 39-FZ "ON THE SECURITIES MARKET" AS OF APRIL 22, 1996 (AS AMENDED (THE "RUSSIAN LAW ON THE SECURITIES MARKET"); OR (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, undertakings and agreements contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business. Further, each Placee represents and agrees that either (a) it is a qualified institutional buyer within the meaning of Rule 144A Under the Securities Act (a "QIB") and also an Accredited Investor as defined in Rule 501(A) under the Securities Act (an "AI"), and have duly executed an investor letter in the form provided to it and delivered the same to the Managers, or (b) it is outside the United States and subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S).

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unauthorised or unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada or Japan or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or the laws of any state and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. Subject to certain exceptions, the Placing Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act.

Securities may not be sold in the United States absent registration or an exemption from registration under the Securities Act and no public offer is being made in the United States. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged and/or registered with the ASIC or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the United States. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into United States, Australia, Canada or Japan or any other jurisdiction where to do so would be unlawful.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Notice to UK Residents

This Announcement is not a prospectus for the purposes of the Prospectus Rules published by the UK Financial Services Authority ("FSA") and has not been approved by, or filed with, the FSA. This Announcement contains no offer to the public within the meaning of Section 102B of the United Kingdom Financial Services and Markets Act 2000, the United Kingdom Companies Act 2006 or otherwise.

NOTICE TO US RESIDENTS

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES and may not be offered or sold in the United States unless Such placing shares are registered under the Securities Act or are offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with State Securities laws. THE PLACING SHARES ARE BEING OFFERED AND SOLD (i) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S AND (ii) INSIDE THE UNITED STATES TO QIBs WHO ARE ALSO AIs.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

NOTICE TO RUSSIAN RESIDENTS

INFORMATION CONTAINED HEREIN IS NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, SELL, PURCHASE, EXCHANGE OR TRANSFER ANY SECURITIES IN RUSSIA OR TO OR FOR THE BENEFIT OF ANY RUSSIAN PERSON, AND DOES NOT CONSTITUTE AN ADVERTISEMENT OR OFFERING OF THE PLACING SHARES IN RUSSIA WITHIN THE MEANING OF THE RUSSIAN LAW ON THE SECURITIES MARKET AND MUST NOT BE PASSED ON TO THIRD PARTIES OR OTHERWISE BE MADE PUBLICLY AVAILABLE IN RUSSIA. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN RUSSIA OR ADMITTED TO PLACEMENT AND/OR CIRCULATION IN RUSSIA. THE PLACING SHARES ARE NOT INTENDED FOR "OFFERING", "PLACEMENT" OR "CIRCULATION" IN RUSSIA (EACH AS DEFINED IN THE RUSSIAN LAW ON THE SECURITIES MARKET)."

Details of the Placing Agreement and the Placing Shares

The Managers have entered into the Placing Agreement with the Company under which the Managers have severally (and not jointly or jointly and severally), on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. No element of the Placing is underwritten.

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

In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the London Stock Exchange for admission to trading of the Placing Shares to AIM. Settlement for any Placing Shares issued and allotted pursuant to the Placing will, subject to the passing of the Shareholder Resolutions, take place on the date of Admission of such shares which is expected to be in early March 2011.

Bookbuild

The Managers will today commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Managers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1 JPMC and Macquarie are acting as joint Bookrunners (the "Bookrunners"), as agents of the Company.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Managers. The Managers and their respective affiliates or their respective agents are entitled to enter bids as principal in the Bookbuild.

3 The Bookbuild will establish a single price in Pounds Sterling (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be determined by the Bookrunners in consultation with the Company following completion of the Bookbuild. The Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").

4 To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at the relevant Manager (the "Relevant Manager"). Each bid should state the number of Placing Shares for which the prospective Placee wishes to subscribe at the Placing Price, which is ultimately established by the Bookrunners in consultation with the Company, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 9 below.

5 The timing of the closing of the Bookbuild, pricing and allocations is at the discretion of the Bookrunners and Max Petroleum. The Managers may accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon agreement with the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6 Each Placee's allocation will be confirmed to the Placee orally by the Relevant Manager following the close of the Placing, and a conditional contract note or trade confirmation will be dispatched as soon as possible thereafter. The Relevant Manager's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Relevant Manager and the Company, under which the Placee agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association.

7 Each prospective Placee's allocation and commitment will be evidenced by a conditional contract note or trade confirmation issued to such Placee by the Relevant Manager. The terms of this Appendix will be deemed to be incorporated in that contract note or trade confirmation.

8 The Placing Results Announcement shall detail the number of Placing Shares to be issued and the Placing Price.

9 Subject to paragraphs 4 and 5 above, the Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The acceptance of bids shall be at the Bookrunners' absolute discretion. The Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Bookrunners each reserve the right not to accept bids or to accept bids in part rather than in whole.

10 A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with each of the Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Relevant Manager, to pay it (or as it may direct) in cleared funds on Admission an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. Each Placee's obligations under this paragraph will be owed to the Relevant Manager.

11 Except as required by law or regulation, no press release or other announcement will be made by the Managers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the relevant time, on the basis explained below under "Registration and Settlement".

13 All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

14 By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

15 To the fullest extent permissible by law and applicable rules of the FSA, none of the Managers nor any of their respective affiliates or agents shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise, whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Managers shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Managers nor any of their respective affiliates or agents shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild process or of such alternative method of effecting the Placing as the Managers and the Company may agree.

Conditions of the Placing

The obligations of the Managers under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a) the passing without amendment of the Shareholder Resolutions at the General Meeting;

(b) the passing without amendment of the Bondholder Resolution at the Bondholder Meeting;

(c) AIM Admission occurring not later than 8.00 a.m. (London time) on 4 March 2011 or such other date as may be agreed between the Company and the Managers, not being later than 15 March 2011;

(d) the agreement between the Bookrunners and the Company of the Placing Price and the number of Placing Shares to be issued as established in the Bookbuild process;

(e) following the passing of the Shareholder Resolutions and the Bondholder Resolution, the Company allotting the Placing Shares to the Placees, or to the Managers (or their agents), subject only to Admission becoming effective;

(f) the warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at the date of AIM Admission as though they had been given and made on such dates by reference to the facts and circumstances then subsisting;

(g) the conditions to the waivers in respect of the Group's US$100 million credit agreement with Macquarie Bank Limited being satisfied or waived except in so far as a condition relates to Admission; and

(h) in the opinion of the Bookrunners, acting in good faith, there having been since the date of the Placing Agreement no Material Adverse Effect (as defined in the Placing Agreement), whether or not foreseeable at the date of the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against either the Company or any of the Managers in respect thereof.

The Bookrunners may (acting together), in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that certain conditions, including the condition relating to AIM Admission taking place, may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Managers nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners and the Company.

Right to terminate under the Placing Agreement

Each of the Bookrunners may, in each case in their absolute discretion, at any time before Admission, terminate the Placing Agreement by giving notice to the Company in certain circumstances, including inter alia a breach of the warranties given to the Managers in the Placing Agreement, the failure of the Company to comply with obligations which are material in the Bookrunners' opinion or the occurrence of a force majeure event which, in the opinion of the Bookrunners, is likely to prejudice the success of the Placing. Following Admission to AIM, the Placing Agreement is not capable of rescission or termination to the extent that it relates to the Placing or the Placing Shares.

If the obligations of the Bookrunners with respect to the Placing are terminated in the manner contemplated above, the rights and obligations of each Placee shall cease and terminate at such time and no claim can be made by any Placee in respect thereof. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances.

By participating in the Placing, the Placees agree that the exercise by the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that neither Bookrunner need make any reference to Placees and that neither the Bookrunners nor the Company shall have any liability to Placees whatsoever in connection with any such exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering or admission document or prospectus has been or will be submitted to be approved by the FSA or submitted to the London Stock Exchange plc in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Company Information (as defined below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Managers or any other person and none of the Managers nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Company, its officers or board of directors. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing, including the merits and risks involved. The Company is not making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions, the Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in the Relevant Manager's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST rules and regulations and settlement instructions that it has in place with the Relevant Manager.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Relevant Manager.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Managers may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Relevant Managers' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due thereof. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

Representations and Warranties

By participating in the Bookbuild each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, undertakings and agreements (as the case may be) to the Company and to the Managers:

1 represents and warrants that it has read and understood this Announcement, including the Appendices, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2 acknowledges that no offering or admission document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering or admission document in connection therewith;

3 acknowledges that neither the Managers nor the Company nor any of their affiliates or agents nor any person acting on behalf of any of them has provided, and will not provide it, with any information or material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Managers, the Company, any of their affiliates or agents or any person acting on behalf of any of them to provide it with any such information or material;

4 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Managers nor any person acting on their respective behalf or any of their affiliates has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Managers or the Company and neither the Managers nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has not relied on any investigations that the Managers or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

5 represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares in accepting an invitation to participate in the Placing;

6 acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules of AIM (the "Company Information"), which includes a description of the nature of the Company's business and the Company's most recent resource statements, financial statements, and similar statements for preceding financial years, and that it is able to obtain or access the Company Information without undue difficulty;

7 acknowledges that neither the Managers nor any person acting on their behalf nor any of their affiliates or agents has or shall have any liability for the Company Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

8 unless otherwise specifically agreed with the Managers, represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of Australia, Canada, Japan or the United States;

9 acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

10 represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act, 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

11 represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act, 2002, the Terrorism Act, 2003 and the Money Laundering Regulations, 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Managers such evidence, if any, as to the identity or location or legal status of any person which any Manager may request from it in connection with the Placing (for the purpose of complying with such regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Managers on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Managers may decide at their sole discretion;

12 if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Managers has been given to the offer or resale;

13 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

14 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to AIM Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

15 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

16 represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

17 represents and warrants that if it resides in a member state of the European Economic Area it is a Qualified Investor within the meaning of the Prospectus Directive;

18 represents and warrants that if it resides in the United Kingdom it is a Qualified Investor within the meaning of the Prospectus Directive and a person (a) who has professional experience in matters relating to investments and fall within article 19(5) (investment professionals) of the Order, or (b) who falls within article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Order;

19 represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and it has had access to such financial and other information concerning the Company and the Placing Shares as it deems necessary in connection with its decision to purchase the Placing Shares;

20 where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to you by any of the Managers;

21 undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein and it has obtained all necessary consents and authorities to enable it to give its commitment so to subscribe, failing which the relevant Placing Shares may be placed with other placees or sold as the Managers (acting together) may in their sole discretion determine and without liability to such Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

22 it will do all things necessary on its part to ensure that payment for the Placing Shares and their delivery to it or at its discretion is completed in accordance with the standing CREST instruction that it has in place with the Managers, or either of them, or will put in place with the Managers, or any of them;

23 acknowledges that none of the Managers, nor any of their respective affiliates, nor their respective agents nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placees and that participation in the Placing is on the basis that it is not and will not be a client of any of the Managers and that none of the Managers have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be: (a) itself; or (b) its nominee, as the case may be. Neither the Managers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or securities transfer tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Managers in respect of the same on the basis that the Placing Shares will be allotted to the CREST account of the Relevant Manager or its affiliate or agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

25 acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Managers in any jurisdiction in which the relevant Placee is incorporated;

26 acknowledge that time shall be of the essence as regards to obligations pursuant to this Appendix to the Announcement;

27 agrees that the Company and the Managers and their respective affiliates and agents and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements which are given to the Managers on their own behalf and on behalf of the Company and are irrevocable, and with respect to any of the representations, warranties, acknowledgements, undertakings and agreements deemed to have been made by a purchaser of the Placing Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power and authority to make the foregoing representations, warranties, acknowledgements, undertakings and agreements on behalf of each such account;

28 agrees to indemnify on an after tax basis and hold the Company and the Managers and their respective affiliates and agents harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

29 represents and warrants that it is an institution which: (a) has such knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risks as to be capable of evaluating, and has evaluated independently, the merits, risks and suitability of its investment in the Placing Shares; and (b) it and any accounts for which it is acting are each able to bear the economic risk of such investment, and are each able to sustain all or a substantial portion of any investment in the Placing Shares and the Placee will not look to the Managers for all or any part of any such loss or losses it may suffer;

30 the Placee acknowledges that it is responsible for obtaining any legal and tax advice that it deems necessary for the execution, delivery and performance of its obligations in applying for Placing Shares, and that it is not relying on the Company to provide any legal or tax advice to it;

31 represents and warrants that (a) the Placee is aware that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and that the Placee will not offer, sell, pledge or transfer any Placing Shares, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction;

32 represents and warrants that it (a) is outside the United States and it is not a U.S. Person purchasing the Placing Shares in an offshore transaction meeting the requirements of Regulation S and such purchase is not a result of any directed selling efforts within the meaning of Rule 902(c) of Regulation S or (b) (1) it is in the United States and is a QIB who is also an AI who is purchasing the Placing Shares for its own account, or for the account of one or more persons who are QIBs and are also an AI, (2) is aware, and each beneficial owner of such Placing Shares has been advised, that the sale of such Placing Shares to it is being made in reliance on an exemption from the registration requirements of the Securities Act, (3) is purchasing the Placing Shares for its own account or for the account of one or more other investors who are QIBs and are also an AI for which it is acting as a duly authorised fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof within the meaning of the Securities Act and the Placee has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose and (4) has not purchased the Placing Shares as a result of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) under the Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

33 represents and warrants that it is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; unless it can give the representations in paragraph 32(b) above, it is outside the United States; has not purchased the Placing Shares as a result of any directed selling efforts within the meaning of Rule 902(c) of Regulation S; and its purchase of the Placing Shares will be in compliance with the requirements of Regulation S, including, without limitation, that the offer and sale of the Placing Shares to it will be made in an "offshore transaction" as such term is defined in Regulation S;

34 understands and acknowledges that the Placing Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Placing Shares have not been and will not be registered under the Securities Act or the securities laws of any State in the United States and further acknowledges that the Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company;

35 understands that no representation has been, is being or will be made by the Company as to the availability of an exemption from the registration for the reoffer, resale, pledge or transfer of the Placing Shares in accordance the Securities Act;

36 understands that for so long as any of the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it shall not resell or otherwise transfer any of the Placing Shares except (i) to the Company or any of its affiliates; (ii) outside the United States of America pursuant to Rule 903 or Rule 904 of Regulation S; (iii) inside the United States to any person whom the Placee and any person acting on its behalf reasonably believes is a QIB who is also an AI subscribing for its own account or for the account of a QIB each of whom is also an AI in a transaction exempt from the registration requirements of the Securities Act, (iv) pursuant to Rule 144 under the Securities Act (if available), or (v) pursuant to an effective registration under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. The Placee also agree that for so long as the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it will not deposit such shares in any unrestricted depositary facility established or maintained by a depositary bank. The Placee also understands that no representation can be made as to the availability of the exemption provided by Rule 144 for resales of interests in the Placing Shares. Further, the Placee agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

37 represents and warrants that it understands that its Placing Shares, if issued in certificated form, will bear a legend substantially to the following effect, until the expiration of the applicable holding period with respect to the Placing Shares set forth in Rule 144 under the Securities Act:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREBY, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF Max Petroleum PLC THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) to Max Petroleum PLC AND ITS AFFILIATES; (B) OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAWS; (C) Inside the United States TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A Under the Securities Act (a "QIB") who is also an Accredited Investor defined in rule 501(A) under the Securities Act (an "AI"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs each of whom is also an AI WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON an Exemption from registration requirements of the Securities Act; (D) pursuant to Rule 144 under the securities act (if applicable); or (e) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES. THE HOLDER FURTHER AGREES THAT THE ORDINARY SHARES ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND THAT IT WILL NOT DEPOSIT SUCH SECURITIES INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHAREs OF Max Petroleum PLC ESTABLISHED OR MAINTAINED BY A DEPOSITARY PLACING AGENT.

38 understands and acknowledges that (i) there are substantial restrictions on the transferability of the Placing Shares, and that the it must bear the economic risk of an investment in the Placing Shares for an indefinite period of time because the Placing Shares cannot be sold, transferred, assigned, hypothecated, pledged, or otherwise disposed of; (ii) the Placing Shares may not be sold, transferred, or otherwise disposed of unless the Placing Shares to be acquired by the Placee are registered pursuant to the Securities Act, or an exemption from registration under the Securities Act is available, and that in the absence of either an effective registration statement covering such Placing Shares or an available exemption from registration under the Securities Act, the Placing Shares must be held indefinitely; (iii) the Company has no present intention of registering the Placing Shares to be acquired by the Placing; and (iv) there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Placee to transfer all or any portion of the Placing Shares to be acquired by it under the circumstances, in the amounts or at the times the Placee might propose;

39 acknowledges that:

I. until 40 days after the commencement of the Placing, an offer or sale of the Placing Shares into or within the United States by a dealer, whether or not such dealer is participating in this offering, may violate the registration and prospectus delivery requirements of the Securities Act if such offer or sale is not made in accordance with an exemption from the registration requirements of the Securities Act;

II. it has not, its affiliates (as defined in Rule 405 under the Securities Act) have not, and any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts (as defined in Regulation S) with respect to the Placing Shares; and

III. it has not, and its affiliates (as defined in Rule 501(b) under the Securities Act) have not, and any person acting on its or their behalf have not engaged and will not engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with any offer or sale of the Placing Shares.

40 represents and warrants that it has had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms and conditions of the Placing, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Placee;

41 represents and warrants that it has made such independent investigation of the Company, its management, and related matters as the Placee deems to be, or the Placee's advisors (if any) have advised to be, necessary or advisable in connection with the purchase of the Placing Shares, and the Placee and the Placee's advisors (if any) have received all information and data which the Placee and the Placee's advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Placing Shares;

42 acknowledges and understands that (A) an investment in the Company involves a high degree of risk and should not be made unless the Placee is prepared to, and can afford to, lose its entire investment; (B) the Company makes no representation or warranty that the Placee will receive a return of its investment in the Company; and (C) the Placee has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of purchasing the Placing Shares, and has so evaluated the merits and risks of such purchase;

43 agrees to furnish any information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Placing Shares;

44 acknowledges that an investment in the Company involves a high degree of risk and that, in making its decision to purchase the Placing Shares, acknowledges and represents that: (A) it has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Placing Shares, and (B) it will make its own investment decision regarding the Placing Shares based on its own knowledge and investigation of the Company and the Placing Shares; and

45 represents and warrants that the Placee has not used any person as a "Purchaser Representative" within the meaning of Regulation D under the Securities Act to represent it in determining whether it should purchase the Placing Shares.

Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Managers owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Managers or any of their respective affiliates or agents may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Managers, any money held in an account with any of the Managers, on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Relevant Manager's money, as the case may be, in accordance with the client money rules and will be used by the Managers in the course of their own respective businesses and the Placee will rank only as a general creditor of the Managers.

If the Company or any of the Managers their respective affiliates or agents request any information about a Placee's agreement to acquire Placing Shares, including, without limitation, any evidence supporting the representations and warranties given above, such Placee shall (and it undertakes to) promptly disclose it to them.

All times and dates in this Announcement may be subject to amendment. The Managers shall notify the Placees and any person acting on behalf of the Placees of any changes.

DEFINITIONS

In addition to those terms otherwise defined in this document, the following expressions have the following meaning unless the context otherwise requires: