ABERDEEN, SCOTLAND--(Marketwired - Apr 3, 2013) - Ithaca Energy Inc. (TSX VENTURE: [ IAE ]) (LSE: IAE)

 TSX-V:IAE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 2 April 2013 RECOMMENDED ACQUISITION OF VALIANT PETROLEUM PLC BY ITHACA ENERGY HOLDINGS (UK) LIMITED (A WHOLLY-OWNED SUBSIDIARY OF ITHACA ENERGY INC.) Result of Court Meeting and General Meeting The Board of Directors of Valiant Petroleum plc ("Valiant") is pleased to announce that, at the Court Meeting held earlier today, Valiant Shareholders voted by the requisite majority to approve the Scheme to implement the recommended acquisition of the entire issued and to be issued share capital of Valiant by Ithaca Energy Holdings (UK) Limited, a wholly-owned subsidiary of Ithaca Energy Inc. ("Ithaca"). In addition, the special resolution proposed at the subsequent General Meeting was duly passed. Upon the Scheme becoming effective, Scheme Shareholders will receive 307 pence in cash and 1.33 Ithaca Consideration Shares for each Valiant Share held. Court Meeting At the Court Meeting, a poll was conducted on the resolution proposed and the results are detailed below: Number of Percentage Number of Percentage Number of Scheme of Scheme Scheme of Scheme Scheme Shares Shareholders Shareholders Shares Shares voted as a who voted who voted voted voted percentage of issued share capital For 72 97.30% 22,362,142 99.98% 54.61% Against 2 2.70% 5,244 0.02% 0.02% Total 74 100.00% 22,367,386 100.00% 54.63% General Meeting At the General Meeting, a poll was conducted on the special resolution proposed and the results are detailed below: Number of Valiant Shares Percentage of Valiant Shares voted voted For 19,214,694 99.97% Against 5,244 0.03% Vote Nil Nil withheld* Total 19,219,938 100.00% * A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolution. Next steps The hearing of the application by the Court to sanction the Scheme and to confirm the related Reduction of Capital is expected to take place on 18 April 2013. Subject to the Court sanctioning the Scheme and the satisfaction of the Conditions, it is expected that the Scheme will become effective on 19 April 2013 (the "Effective Date"). If the Scheme becomes effective on 19 April 2013, it will be binding on all Valiant Shareholders, whether or not they attended or voted in favour of the Scheme and the special resolution at the Meetings. The latest date for despatch of share certificates in respect of the Ithaca Consideration Shares to be issued pursuant to the Scheme will be 3 May 2013. Trading of the Valiant Shares on AIM will be suspended from 7.30 a.m. on 18 April 2013. Application has been made to the London Stock Exchange for the cancellation of admission of the Valiant Shares to trading on AIM, with effect from 7.00 a.m. on the Effective Date. Prior to the Effective Date, Ithaca will make an application to the London Stock Exchange for the Ithaca Consideration Shares to be admitted to trading on AIM, with effect from 8.00 a.m. on 22 April 2013. Ithaca has received approval from the Toronto Stock Exchange to list the Ithaca Consideration Shares conditional upon Ithaca fulfilling all routine listing requirements of the Toronto Stock Exchange. Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 12 March 2013. Enquiries: Valiant Kevin Lyon, Non-Executive Chairman +44(0)1483 755 666 Michael Bonte-Friedheim,Acting Chief Executive Officer and Non-Executive Director Mark Lewis, Chief Financial Officer Nick Ingrassia, Investor Relations Morgan Stanley & Co. Limited (Financial Adviser to Valiant) Ian Hart +44(0)20 7425 8000 Andrew Foster Brunswick Group (Public Relations Adviser to Valiant) Patrick Handley +44(0)20 7404 5959 Oriel Securities Limited (Nominated Adviser and Joint Broker to Valiant) Michael Shaw +44(0)20 7710 7600 Jefferies International Limited (Joint Broker to Valiant) Chris Zeal +44(0)20 7029 8000 Graham Hertrich Ithaca Iain McKendrick, Chief Executive Officer +44(0)1224 650 261 Graham Forbes, Chief Financial Officer +44(0)1224 652 151 Cenkos Securities plc (Financial Adviser, Nominated Adviser and Broker to Ithaca) Jon Fitzpatrick +44(0)207 397 8900 Neil McDonald +44(0)131 220 6939 Joe Nally (Corporate Broking) +44(0)207 397 8900 FTI Consulting (Public Relations Adviser to Ithaca) Billy Clegg +44(0)207 269 7157 Edward Westropp +44(0)207 269 7230 Georgia Mann +44(0) 207269 7212 Morgan Stanley & Co. Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for Valiant and no-one else in connection with the Acquisition and will not be responsible to anyone other than Valiant for providing the protections afforded to clients of Morgan Stanley & Co. Limited or for providing advice in relation to the Acquisition. Neither Morgan Stanley & Co. Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley & Co. Limited in connection with this announcement, any statement contained herein or otherwise. Oriel Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for Valiant and no-one else in connection with the Acquisition and will not be responsible to anyone other than Valiant for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in relation to the Acquisition. Neither Oriel Securities Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oriel Securities Limited in connection with this announcement, any statement contained herein or otherwise. Jefferies International Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for Valiant and no-one else in connection with the Acquisition and will not be responsible to anyone other than Valiant for providing the protections afforded to clients of Jefferies International Limited or for providing advice in relation to the Acquisition. Neither Jefferies International Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies International Limited in connection with this announcement, any statement contained herein or otherwise. Cenkos Securities plc, which is authorised and regulated by the Financial Conduct Authority, is acting for Ithaca and Ithaca Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Ithaca and Ithaca Bidco for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in relation to the Acquisition. Neither Cenkos Securities plc nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act") subject to the exemptions provided by Rule 14d-1 under the Exchange Act, Cenkos Securities plc will continue to act as an exempt principal trader in Valiant Shares and Ithaca Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with its respective normal and usual practice and applicable law. Scotia Capital Inc., which is authorised and regulated by the Financial Conduct Authority, is acting for Ithaca and Ithaca Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Ithaca and Ithaca Bidco for providing the protections afforded to clients of Scotia Capital Inc. nor for providing advice in relation to the Acquisition. Neither Scotia Capital Inc. nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Scotia Capital Inc. in connection with this announcement, any statement contained herein or otherwise. This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Valiant Shareholders may request a hard copy of this announcement by contacting Valiant's registrars, Capita, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by telephoning during business hours on 0871 664 0321 (from within the UK) or +44 20 8639 3399 (from outside the UK). You will not receive a hard copy of this announcement unless you so request. It is important to note that unless you make such a request, a hard copy of this announcement and information incorporated by reference in this announcement will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition are in hard copy form. The availability of the Ithaca Consideration Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Valiant Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. The Acquisition relates to the shares of an English company (a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act) and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation rules nor the tender offer rules under the Exchange Act will apply to the Scheme. Accordingly, the Ithaca Consideration Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the relevant securities laws of any state or territory or other jurisdiction of the United States, but are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof and exemptions provided under the laws of each state of the United States in which eligible Valiant Shareholders may reside. None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, any Ithaca Consideration Shares in any jurisdiction in which such an offer or solicitation would be unlawful. Valiant is incorporated under the laws of England and Wales, Ithaca Bidco is incorporated under the laws of Scotland, and Ithaca is incorporated under the laws of Alberta, Canada. Some or all of the officers and directors of Valiant, Ithaca Bidco and Ithaca may be residents of countries other than the United States. It may not be possible to sue Valiant, Ithaca Bidco and Ithaca in a non-US court for violations of US securities laws. It may be difficult to compel Valiant, Ithaca Bidco, Ithaca and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Ithaca Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Valiant Shares outside of the United States, other than pursuant to the Acquisition, until the Scheme becomes Effective or the Scheme lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com/exchange/news/market-news/ market-news-home.html. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom. The Ithaca Consideration Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of the Kingdom of Denmark, the Faroe Islands or Japan and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada or Australia. Accordingly, the Ithaca Consideration Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration or prospectus requirements and otherwise in compliance with all applicable laws). No prospectus in relation to the Ithaca Consideration Shares has been, or will be, lodged or filed with, or registered by, the securities commission or similar regulatory authority of any province or territory of Canada or the Australian Securities and Investments Commission. The Ithaca Consideration Shares to be issued pursuant to the Scheme will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", Ithaca Consideration Shares may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or to create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Ithaca, such shareholder has no reasonable grounds to believe that Ithaca is in default of securities legislation. A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.valiant-petroleum.com and www.ithacaenergy.com . Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on Ithaca or Valiant's website (or any other website) is incorporated into, or forms part of, this announcement. This information is provided by RNS The company news service from the London Stock Exchange END