CPT.L Regulatory News (CPT)

For immediate release

28 April 2015

Frontier Resources International Plc

("Frontier" or the "Company")

Conditional subscription for 170,000,000 New Ordinary Shares at 1p per New Ordinary Share

Grant of 53,250,000 New Warrants

Approval of a Waiver of an obligation under Rule 9 of the City Code on Takeovers and Mergers

Notice of General Meeting

Posting of circular to Shareholders

INTRODUCTION

On 17 March 2015 the Board announced that it had entered into a conditional subscription agreement with AGR Energy pursuant to which the Company has agreed to issue 170,000,000 New Ordinary Shares to AGR Energy at the Subscription Price of 1p per New Ordinary Share and to grant AGR Energy 53,250,000 New Warrants. The gross proceeds on Completion of the Subscription amount to £1.7 million and will be used to provide funding for the further development and evaluation of the Group's exploration projects and for general working capital for the Company.

In addition, the Company also announced on 17 March 2015 that AGR Energy had agreed to provide an interim secured short term loan facility of US$200,000 to the Company to provide additional working capital. If Completion occurs, the Company intends that the Loan Agreement will be repaid from the proceeds of the Subscription.

Further details of the Subscription Agreement and Loan Agreement together with the Notice of General Meeting to approve the Waiver are contained in the circular being posted to Shareholders (the "Document"). The definitions set out in the Document apply in this announcement unless the context otherwise requires.

For the purposes of the City Code, AGR Energy, its sole director, Askhat Tlekmetov, and its shareholders, Aidar Assaubayev, Kanat Assaubayev, Marussya Assaubayeva and Sanzhar Assaubayev, form the Concert Party. On Completion of the Proposals, which are conditional, inter alia, on the approval of Independent Shareholders on a poll at the General Meeting of the Waiver of any obligations of the Concert Party to make a general offer to shareholders pursuant to Rule 9 of the City Code, the Concert Party's interest in the Enlarged Ordinary Share Capital will be 49.872 per cent. Assuming full exercise by AGR Energy of the New Warrants, the Concert Party's interest in the Diluted Enlarged Ordinary Share Capital will be 56.644 per cent.

Without a waiver of the obligations under Rule 9 of the City Code, the subscription for the Subscription Shares (and potentially the subsequent exercise of the New Warrants) would require the Concert Party to make a general offer for the entire issued and to be issued share capital of the Company not already held by the Concert Party. The Panel has agreed to waive the obligation of the Concert Party to make a general offer that would otherwise arise as a result of its participation in the Subscription and on exercise of the New Warrants, subject to the approval of Independent Shareholders at the General Meeting, taken on a poll.

BACKGROUND TO AND REASONS FOR THE PROPOSALS

Frontier, which was founded in April 2008, is focused on onshore oil and gas exploration in the Middle East and Southern Africa where the Company currently has three exploration projects in Oman, Namibia and Zambia. As reported to Shareholders at the time of the Company's admission to AIM in July 2013, Frontier Group needs additional financial resources to develop its assets.

Oman

Frontier's Block 38, located in the Dhofar Region of southwest Oman, covers an area of approximately 17,425 square kilometres. A six year Exploration and Production Sharing Agreement (the Oman ESPA) was signed on 25 November 2012. Frontier Oman is the operator and currently has a 100 per cent. interest in the Oman EPSA. The Oman EPSA is a six-year agreement comprising two three-year phases. The approval from the Oman Government for the second three-year phase is subject to Frontier's completion of the first three-year of an agreed upon work program. From the declaration of commerciality, which under the Oman EPSA means the date on which the Government of Oman approves a field development plan for the commercial discovery of crude oil or natural gas and as appropriate a gas sales agreement becomes effective, an Oman Government company will be entitled to a 25% participating interest in the Oman EPSA. The Oman EPSA includes an indicative total cost of US$20 million on exploration activities in the first three-year phase.

Namibia

Frontier's Blocks 1717 and 1718, located in the Owambo Basin in northern Namibia, cover an area of approximately 18,933 square kilometres. The Namibia Licence is a two year exploration licence that was granted on 20 January 2012 and extended in January 2014 for an additional two years to end January 2016. Frontier Namibia is the operator with a 100% working interest. The National Petroleum Corporation of Namibia, the Namibian National Oil Company, has a 10% carried interest in the Licence. The Namibia Licence had a work programme commitment of US$250,000 for the period to January 2015.

Zambia

On 8 January 2015 the Company announced that it had filed for an extension to the exploration license in Block 34 located in the Kafue Trough in southwestern Zambia, which covers an area of approximately 6,427 square kilometres. The extension application is currently pending. Accordingly, the initial four year exploration licence, which was granted on 25 March 2011, has expired. Frontier is the operator with a 100% working interest while Metprosol, a local Zambian company, has a 10% carried interest in the licence.

While the Group has since Admission to AIM in 2013 progressed its work programmes in Oman, Zambia and Namibia, the Company needs to raise further funding for its ongoing work programme commitments and future working capital requirements. The Group is not revenue generating so it is therefore reliant on the continuing support from shareholders. The Group raises its cash for its exploration programmes in discrete tranches to finance its work programme commitments.

Frontier has also been actively engaged in seeking industry partners to participate in its projects in Oman and Namibia. As part of this farm-out process, the Company established online data-rooms and industry presentations by the Company's technical staff have been ongoing. The Company raised £600,000 in June 2014 under a private placing of Ordinary Shares to provide additional working capital for the Company to progress these farm-out discussions (and enable some additional technical analysis in Oman in the second half of 2014). As previously announced the placing proceeds were not anticipated to provide sufficient working capital to fund the Group's planned activities for the next 12 months, and the Company anticipated funding its further exploration activity and general working capital from the proceeds of a farm-out of one or more of its interests during the second half of 2014. While there has been has been a good response to date from potentially interested parties, discussions are continuing and no farm-out has yet been completed.

Whilst the Directors believe that they are taking all the necessary steps to progress farm-out opportunities, there can be no guarantee or certainty if or when a farm-out will be completed. The proceeds of the Subscription will provide significant new funding for the Company to:

(a) continue to progress its farm-out discussions with potential partners;

(b) enable further exploration activity on each of its projects during 2015;

(c) review new potential projects; and

(d) provide additional working capital for the Company.

The Concert Party supports the Directors' strategy and believes that the investment in Frontier provides the Concert Party with an interest in potentially attractive early exploration projects in Southern Africa and in the more technically mature Oman project. The Concert Party believes that the existing highly experienced management team are well placed to grow the Group through the acquisition of additional assets to further strengthen the Group's current portfolio of projects.

The Board believes that the experience of AGR Energy's shareholders, the Assaubayev family, in natural resources make AGR Energy a well-placed partner to assist the Company's development and growth ambitions with both operational and financial support. Under the terms of the Subscription, it is proposed that Aidar Assaubayev and Sanzhar Assaubayev will be appointed as new Directors of the Company.

THE SUBSCRIPTION

On 17 March 2015 the Board announced that it had entered into a conditional subscription agreement with AGR Energy (which currently has no interest in the Company) to subscribe for 170,000,000 New Ordinary Shares at the Subscription Price (of 1p per New Ordinary Share) to raise £1.7 million (before expenses) to provide funding for the further development and evaluation of the Group's exploration projects in Oman, Namibia and, subject to renewal of the licence, Zambia, and for general working capital for the Company. In addition, the Company has conditionally granted AGR Energy 53,250,000 New Warrants. Each New Warrant entitles AGR Energy to subscribe for one new Ordinary Share at a subscription price of 1p per new Ordinary Share at any time on or before the fifth anniversary of Completion.

The Subscription Price of 1p represents a 28.5 per cent. premium to the 30 day volume weighted average closing mid-market price of an Ordinary Share of 0.778p as at 16 March 2015 (the last practicable date prior to announcement of the Subscription). The Subscription Shares will, when issued and fully paid, rank in all other respects pari passu with the Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Completion of the Subscription is conditional inter alia upon:

(a) the passing of the Resolutions; and

(b) Admission.

Under the Subscription Agreement, AGR Energy may notify the Company prior to Completion that it wishes to terminate the Subscription Agreement with immediate effect in the event that:

(a) any of the warranties contained in the Subscription Agreement was not, when given, materially true, accurate and not materially misleading;

(b) the Company fails in any material respect to comply with its obligations under the Subscription Agreement; or

(c) there is any material adverse event.

Further to the Subscription Agreement, the Company has conditionally agreed that on Completion, John O'Donovan will resign as a Director of the Company and Aidar Assaubayev and Sanzhar Assaubayev will be appointed as new Directors of Frontier.

In addition, the Concert Party has agreed the basis for settlement of outstanding amounts owed to certain Directors as described below.

THE LOAN AGREEMENT

AGR Energy has agreed to provide an interim secured short term loan facility of US$200,000 to the Company to provide additional working capital for the Group prior to Completion. The Company drew down the full amount of the Loan Agreement on 19 March 2015. The Loan Agreement is repayable on the earlier of 17 September 2015 and the date on which the Company raises at least US$200,000 by the issue of new equity. Interest will accrue under the loan from drawdown and is chargeable at the rate of 9 per cent. per annum. The Loan Agreement is secured over the share capital of the Group's wholly-owned subsidiary, Frontier Namibia, which holds a 90 per cent. participating interest in the Namibia Licence. Under the Loan Agreement, the Company has provided certain undertakings to AGR Energy that, unless otherwise agreed by AGR Energy (and such agreement must not be unreasonably withheld or delayed), from first drawdown of the Loan Agreement until the Loan Agreement is repaid, Frontier shall, and shall procure that each Group Company shall:

(a) ensure that the business of the Group in conducted only in the ordinary and usual course and that no payment relating to such business is made or agreed to be made other than routine payments in the ordinary and usual course of business;

(b) ensure that all reasonable steps are taken to preserve and protect the business assets of the Group and to preserve and retain the goodwill of the business of the Group;

(c) subject to AGR Energy agreeing to confidentiality obligations reasonably requested by Frontier, allow AGR Energy, upon reasonable notice, access to the books and records and to the premises and management of the Group;

(d) not dispose of any material assets used or required for the operation of its business;

(e) not allot or issue or agree to allot or issue any share or loan capital of any Group company, or create or grant any option over, or right to subscribe for or purchase, any interest in securities in any Group company, or repurchase, redeem, or agree to repurchase or redeem, any of its shares or securities convertible into shares;

(f) not enter into, modify or agree to terminate any contract material to its business, including any variation of any of its licences;

(g) not make any additional borrowings or enter into any further indebtedness in the nature of borrowings;

(h) not pay any dividend or make any other distribution of its assets;

(i) not make, or agree to make, material alterations to the terms and conditions of employment (including benefits) of any of its Directors, officers or employees;

(j) not provide or agree to provide any non-contractual benefit to any director, officer, employee or their dependants;

(k) not create any encumbrance over any of its assets or its undertaking; and

(l) not institute, settle or agree to settle any legal proceedings relating to its business, except debt collection in the normal course of business.

RULE 9 OF THE TAKEOVER CODE

The issuance of the Subscription Shares and the grant of the New Warrants to the Concert Party gives rise to certain considerations under the Takeover Code. Brief details of the aspects of the Takeover Code and the protections it affords Shareholders are described below.

The Takeover Code is issued and administered by the Panel. The Takeover Code governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies. Frontier is a company to which the Takeover Code applies and its Shareholders are entitled to the protections afforded by its provisions.

Under Rule 9 of the Takeover Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares. Similarly, when any person individually or a group of persons acting in concert, already holds interests in securities which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

For the purposes of the Takeover Code, AGR Energy, its sole director Askhat Tlekmetov, and its shareholders Aidar Assaubayev, Kanat Assaubayev, Marussya Assaubayeva and Sanzhar Assaubayev, full details of whom are set out in Part II of the Document, form the Concert Party. Other than under the Subscription, the Concert Party does not currently have any interests, rights to subscribe or short positions in the share capital of the Company. As set out in Table 1 below, on Completion of the Proposals, the Concert Party's interest in the Enlarged Ordinary Share Capital will be 49.872 per cent. and, should the Concert Party at such time exercise in full the New Warrants, its interest in the Diluted Enlarged Ordinary Share Capital would be 56.644 per cent.:

Table 1: Interests of the Concert Party on Completion of the Subscription

Details of the Concert Party's interest in the Company are set out in Part A of Part II of the Document.

The Panel has agreed to waive the obligation of the Concert Party to make a general offer that would otherwise arise as a result of its participation in the Subscription and on exercise of the New Warrants, subject to the approval of Independent Shareholders at the General Meeting, taken on a poll. Accordingly, Resolution 1 is being proposed at the General Meeting to approve the Waiver and will be taken on a poll. No member of the Concert Party will be entitled to vote on that Resolution and accordingly no member of the Concert Party will do so.

Immediately on Completion of the Subscription the Concert Party will hold less than 50 per cent. of the Company's voting share capital but more than 30 per cent., and save for the exercise of the New Warrants, any further increases in the Concert Party's interests in Ordinary Shares following Completion will be subject to the provisions of Rule 9.

On Completion of the Subscription and assuming exercise of the New Warrants (which can be exercised immediately following Completion), the Concert Party would hold more than 50 per cent. of the Company's voting share capital and may be able to increase its aggregate interest in the voting rights of the Company without incurring any obligation under Rule 9 to make a general offer to the Company's other Shareholders. Under the Takeover Code, whilst each member of the Concert Party continues to be treated as acting in concert, each member would be able to increase further his respective percentage interest in the voting rights of the Company without incurring an obligation under Rule 9 to make a general offer to Shareholders to acquire the entire issued share capital of the Company. However, individual members of the Concert Party would not be able to increase their percentage shareholding through or between a Rule 9 threshold without the consent of the Panel. In the event that the Waiver is approved at the General Meeting, the Concert Party will not be restricted from making an offer for the Company.

INTENTIONS OF THE CONCERT PARTY

The Concert Party is not intending to seek any changes to the Board on Completion other than the proposed resignation of John O'Donovan as a Director of the Company and the proposed appointments of Aidar Assaubayev and Sanzhar Assaubayev as new Directors of Frontier. Following Completion, the Concert Party may propose further Board appointments in due course. The Concert Party has confirmed that it is its intention that, following Completion, the business of the Company will be continued in the same manner as it is at present, with no changes. With this in mind, the Concert Party is intending there will be no repercussions on the continued employment of the employees and management of the Company and of its subsidiaries or any material change in the conditions of employment of any such employees or management or on employment or the location of the Company's places of business and no redeployment of the Company's fixed assets. The Concert Party is also not intending to prejudice the existing employment rights, including pension rights, of any of the employees or management of the Group nor to take any steps to amend the Company's share trading facilities in force at the date of this announcement.

The Company, Beaumont Cornish and AGR Energy have also entered into the Relationship Agreement dated 27 April 2015 which governs the relationship between the Company and the Concert Party and the acquisition and disposal and dealings in Ordinary Shares following Admission by the Concert Party. The Relationship Agreement, which is conditional on Admission, provides that, for so long as the Ordinary Shares are admitted to trading on AIM and the Concert Party is interested in 30 per cent. or more of the voting rights of the Company, AGR Energy will, and shall procure that each member of the Concert Party will, exercise its voting rights (or where relevant refrain from exercising them) to procure (to the extent that they are able to do so by the exercise or non-exercise of such rights to procure) that:

(a) the Board will at all times include at least two Directors that are independent from the Concert Party;

(b) the Group and its business shall be managed for the benefit of the Shareholders as a whole;

(c) all transactions, agreements and arrangements between any member of the Group and any member of the Concert Party will be on an arm's length basis, on normal commercial terms and in respect of certain reserved matters, including the entry into or variation of any transaction, agreement or arrangements between any member of the Group and the Concert Party, only the independent Directors shall be permitted to vote on any resolution of the Board or a Board Committee (unless a majority of the independent Directors otherwise consent) and the quorum for any such meeting shall be a majority of the independent Directors (unless a majority of the Independent Directors otherwise consent);

(d) if an independent Director ceases to be an independent Director or a Director one or more new independent Directors will be appointed the Board as soon as is reasonably practicable (taking into account normal appointment and approval procedures for an AIM company); and

(e) the audit committee of the Board will comprise a majority of independent directors and chaired by an independent Director.

In addition, AGR Energy has undertaken to Beaumont Cornish and the Company that, save as provided below, it will retain its entire interest in the Company and will not dispose or agree to dispose of any interest in the Company during the period of 12 months from Admission, except with the prior written consent of the Company's Nominated Adviser (whose consent will not be unreasonably withheld or delayed, provided such a disposal is in accordance with orderly market principles): These restrictions shall not apply, inter alia, to the following:

(a) the acceptance or giving by AGR Energy of an irrevocable undertaking to accept a general offer which has become or has been declared unconditional in all respects for the entire issued share capital of the Company, other than any Ordinary Shares held by the offeror or persons acting in concert with the offeror for the purpose of the City Code in relation to such offer;

(b) a disposal pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members or any class of them which is agreed by the creditors or members and sanctioned by the court under Part 26 of the Companies Act 2006; or

(c) any scheme of reconstruction effected pursuant to section 110 of the Insolvency Act 1986 in relation to the Company.

Further details of the Relationship Agreement are set out in paragraph 6.1.6 of Part IV of the Document.

SETTLEMENT SHARES AND NEW OPTIONS

As announced in September 2014, the Directors, in their continuing support of the Group's business needs, agreed to continue the deferral of a proportion of their remuneration until at least 1 January 2015, an extension of three months from 1 October 2014 agreed at the time of admission to AIM.

As at 28 February 2015, a total of £395,557 was due by the Company to Mr Keyes (comprising £257,540 deferred salary payments due under his service agreement and £138,017 due under the Director's current account) and £40,000 was due by the Company to Mrs Spurrier in respect of accrued but unpaid remuneration. In aggregate the amount owed by the Company to Mr Keyes and Mrs Spurrier amounts to £435,557 (the "Director Debt").

Conditional on Completion, the Company has agreed to settle in aggregate £54,445.63 of the Director Debt in cash (of which £49,444.63 will be paid to Mr Keyes and £5,000 to Mrs Spurrier) and a further £54,444.63 by the issue of 5,444,463 New Ordinary Shares (at an issue price of 1p per New Ordinary Share), representing 3.29 per cent. of the Ordinary Share Capital, of which 4,944,463 New Ordinary Shares will be issued on Completion to Mr Keyes and 500,000 New Ordinary Shares to Mrs Spurrier (the "Settlement Shares"). Following the issue of the Settlement Shares, Mr Keyes will be interested in 37,638,134 Ordinary Shares representing 11.04 per cent. of the Enlarged Ordinary Share Capital and Mrs Spurrier will beinterested in 548,833 Ordinary Shares representing 0.16 per cent. of the Enlarged Ordinary Share Capital. In respect of the balance of the Director Debt of £326,667.25, an amount of £108,889.25 will be written-off and the remaining balance of £217,778.50 will be settled in cash in the event that the Company completes a farm-out of its interests in one or more of its Projects which involves the reimbursement to the Company of at least £435,556 of historic exploration expenditure. Further details are set out in paragraph 6.1.7 of Part IV of the Document. 

Following Completion, the Board intends in due course to grant the New Options to certain existing Directors as at the date of this announcement and a senior employee on a basis to be determined. The New Options, if and when granted, will: be exercisable at the Subscription Price; vest in equal one third amounts on the first, second and third anniversaries of grant; and may be exercised at any time if vested on or before the fifth anniversary of grant. The maximum number of New Options to be granted is 8,000,000 representing approximately 2.35 per cent. of the Enlarged Ordinary Share Capital.

Beaumont Cornish considers the terms of the proposed New Options described above to be fair and reasonable in so far as the Independent Shareholders are concerned.

ADMISSION TO AIM

The New Ordinary Shares will rank pari passu with the Ordinary Shares. Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealings will commence on 19 May 2015.

PROPOSED BOARD CHANGES

Immediately following Completion, John O'Donovan will resign as a Director of the Company and it is proposed that Aidar Assaubayev and Sanzhar Assaubayev will be appointed as new Directors of Frontier.

Aidar Kanatovich Assaubayev, aged 36, serves as the Chief Executive Officer at GoldBridges Global plc, a London Main Market listed mining company with gold exploration and production assets in Kazakhstan. Previously he served as Executive Vice Chairman of KazakhGold Group Limited. He is also a Non-Executive Director at Kemin Resources plc. Mr. Assaubayev graduated with honours from the Kazakh National Technical University, where he specialised in engineering and economics. In 2006, he received a candidate doctor of science degree from the Institute of Systemic Analysis in Moscow in 2006.

Sanzhar Kanatovich Assaubayev, aged 28, serves as the Chief Executive Officer of Kemin Resources Plc. Formerly he was the director of international affairs of JSC MMC Kazakhaltyn and an Executive Director of KazakhGold Group Limited, the gold mining corporation. He is also a member of the board of directors of Altyn Group PLC. He was educated at the Leysin American School in Switzerland, where he specialised in management, and the American University in the United Kingdom and holds a bachelor's degree in business administration. Mr. S. Assaubayev is fluent in Russian and English, as well as Kazakh.

Further details of the current and past directorships and / or partnerships of Aidar Assaubayev and Sanzhar Assaubayev are set out below:

Save as set out above, there is no further information to be disclosed in relation to Aidar Assaubayev and Sanzhar Assaubayev pursuant to paragraph (g) of Schedule Two of the AIM Rules for Companies.

GENERAL MEETING AND UNDERTAKINGS

The Document contains the Notice of General Meeting. The General Meeting is to be held at the offices of Marriott Harrison at 11 Staple Inn, London, WC1V 7QH at 11.00 a.m. on 18 May 2015. At the General Meeting the following Resolutions will be proposed:

(a) Resolution 1 will be proposed as an ordinary resolution and will be taken on a poll of Independent Shareholders voting in person or by proxy to approve the Waiver;

(b) Resolution 2 will be proposed as an ordinary resolution to authorise the Directors to allot shares in the Company, grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount of £3,000,000. Resolution 2 is conditional on the passing of Resolution 1; and

(c) Resolution 3 will be proposed as a special resolution, conditional on Resolution 2 being approved, to authorise that the Directors to allot equity securities as if sections 570(1) and 573 of the Act did not apply to any such allotment.

In accordance with the City Code, Resolution 1 will be taken on a poll of Independent Shareholders present and by proxy voting at the Meeting. Shareholders should note that members of the Concert Party will not be permitted to vote on Resolution 1.

The Company has received irrevocable undertakings to vote in favour of the Resolutions from Directors holding (directly or indirectly) in aggregate 47,835,604 Ordinary Shares representing approximately 28.91 per cent. of the Ordinary Share Capital

RECOMMENDATION

The Directors, having been so advised by Beaumont Cornish as to the financial terms of the Proposals, consider that the Proposals, including the Waiver, are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In giving its advice, Beaumont Cornish has taken account of the commercial assessments of the Directors. Accordingly, the Directors unanimously recommend Independent Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as the Directors have irrevocably undertaken to do in respect of their own beneficial holdings which amount, in aggregate, to 47,835,604 Ordinary Shares, representing approximately 28.91 per cent. of the Ordinary Share Capital.

Should the Proposals not be approved by the Independent Shareholders at the General Meeting then the Company would urgently need to consider alternative options for providing funding for the Company. There could be no assurance that alternative funding could be raised in a timely manner or on acceptable terms and in such circumstances, the Company may be unable to continue trading by virtue of its financial position.

The Directors therefore unanimously urge and recommend to Shareholders to vote in favour of the Resolutions set out in the notice of General Meeting as they have irrevocably agreed to do in respect of their own beneficial holdings of Ordinary Shares referred to above.

Enquiries:

A copy of this announcement is available from the Company's website www.friplc.com

Important Information

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

Any person receiving this announcement is advised to exercise caution in relation to the contents. If in any doubt about any of the contents of this announcement, independent professional advise should be obtained.

Beaumont Cornish, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposals and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to clients of Beaumont Cornish nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. Beaumont Cornish has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinion contained in this announcement or for the omission of any information.

Responsibility Statement

The Directors of the Company accept responsibility for the information contained in this announcement including individual and collective responsibility for compliance with the AIM Rules for Companies, save for the information concerning the Concert Party (for which each member of the Concert Party and the director of AGR Energy are responsible). To the best of the knowledge and belief of the Directors (who have taken reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and there are no other facts the omission of which is likely to affect the import of such information.

Each member of the Concert Party accepts responsibility for the information contained in this announcement relating to the Concert Party or otherwise expressly referable to the Concert Party. To the best of the knowledge and belief of each member of the Concert Party (who have taken all reasonable care to ensure such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and there are no other facts the omission of which is likely to affect the import of such information.

Qualified Persons' Statement

The scientific and technical information contained within this announcement has been reviewed and approved by Mr Keyes, a Director of the Company. Mr Keyes has over 30 years' experience in the international oil industry specialising in exploration operations, project management and corporate management. Mr Keyes completed his formal education at the University of Tulsa, Oklahoma with a Master's Degree in Exploration Geophysics, and is a member, inter alia, of the American Association of Petroleum Geologists (AAPG), Society of Petroleum Engineers (SPE), Society of Exploration Geophysicists (SEG), Petroleum Exploration Society of Great Britain (PESGB), AIPN (Association of International Petroleum Negotiators), EI ("Energy Institute") and is the Qualified Person for the purposes of the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009.

Overseas Shareholders

The Ordinary Shares will not be registered under the United States Securities Act of 1933, as amended, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of the Republic of South Africa, Australia, or Japan. Accordingly, subject to certain exceptions, the Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States, the Republic of South Africa, Australia, or Japan or to or for the account or benefit of any national, resident or citizen of the Republic of South Africa, Australia, or Japan or any person located in the United States. This announcement does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this announcement in certain jurisdictions may be restricted by law. In particular, this announcement should not be distributed, published, reproduced or otherwise made available in whole or in part, or disclosed by recipients to any other person, and in particular, should not be distributed, subject to certain exceptions, to persons with addresses in the United States of America, the Republic of South Africa, Australia, or Japan. No action has been taken by the Company or by Beaumont Cornish that would permit a public offer of any of the Ordinary Shares or possession or distribution of this announcement where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

Forward Looking Statements

Certain statements in this Document are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward looking statements contained in this Document are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.

APPENDIX

SUBSCRIPTION STATISTICS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

(1) All times shown in this announcement are to the time in the UK unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

(2) If the General Meeting is adjourned, the latest time and date for receipt of Forms of Proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

ENDS