Publication of Prospectus and Changes to the Board

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Ophir Energy plc

("Ophir" or the "Company")

Publication of Prospectus and Changes to Board of Directors

London, 2 December 2011: Ophir, the upstream African oil and gas upstream company is pleased to announce that it has today published a prospectus in connection with the proposed issue of new shares in relation to the recommended offer for Dominion Petroleum Limited in accordance with the Prospectus Rules of the UK Listing Authority, as approved by the FSA in accordance with Section 85 of the Financial and Services Markets Act 2000 (the "Prospectus"). The Prospectus is available on the Company's website (http://www.ophirenergy.com).

Ophir also announces today the following changes to its Board of Directors:

·; Dr Nick Cooper has formally assumed the role of Chief Executive Officer for the Company, based in the London head office.

·; Dr Alan Stein, a co-founder of Ophir and formerly its Managing Director, has informed the Board that he will not stand for re-election as a Director at the Company's 2012 Annual General Meeting. Alan has confirmed that he will be available to continue his support for the Company in a consulting capacity after the Annual General Meeting.

·; Following the intense period of preparing Ophir for and steering it through a successful IPO in July and the recommended offer for Dominion Petroleum Ltd announced in October, Yvonne Holm has notified the Board of her decision to step down in order to spend more time with her young family before returning to the Oil & Gas industry some time next year.

·; John Morgan, an independent Non-Executive Director, has also stepped down from the Board.

·; Following these changes to the Board of Directors, Ophir remains compliant with the UK Corporate Governance Code.

Nicholas Smith, Chairman of Ophir, commented:

"I am pleased to announce the publication of the prospectus in connection with our recommended offer for Dominion Petroleum. In addition, I would like to thank each of Alan, Yvonne and John for their significant contributions to the Company.

"Alan has been involved with Ophir since 2004 as a co-founder and, until June 2011, was Managing Director of the Company. On behalf of the Board, I would like to thank Alan for his invaluable contribution to the business, his expertise, drive and passion have been a substantial factor in progressing Ophir to this point. Although Alan will step down as a Director from the next AGM, I am very pleased that he will remain involved with the Company and will continue to support the executive and technical teams.

"Yvonne has been an advisor to and member of the Board since 2008 as a result of the Mittal investment into Ophir. She accepted the role as Chief Financial Officer late last year to project manage the Company's 2011 IPO. On behalf of the Board, I wish to thank Yvonne for her years of assistance and wish her well in her future pursuits.

"John joined Ophir's Board prior to the Company's IPO and his experience has been much appreciated during both the IPO process and subsequent offer for Dominion. The Board would like to thank John for his contribution and wish him well for the future.

"The revised Board and Management now look forward to Ophir entering the most active period in its history. Ophir will undertake a high impact 9-13 well programme over the next twelve months. The program commences this month with the Jodari-1 well spudding in Block 1, Tanzania."

This announcement is made pursuant to the Listing Rule 9.6.11.

Enquiries

Further information

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

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

Copies of the Prospectus are available free of charge during normal business hours from the following address:

Ophir Energy plc

55 Grosvenor Street

London W1K 3HY

United Kingdom

Tel: +44 (0)20 7290 5800

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

DISCLAIMERS

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

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

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

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

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

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

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

lf the Acquisition is implemented by way of an amalgamation or a takeover offer under Bermudan law, the Acquisition will be made in compliance with applicable US laws and regulations, including (in the case of a takeover offer) applicable provisions of the tender offer rules under the Exchange Act.

This announcement contains certain forward-looking statements. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.