Echo Energy Regulatory News (ECHO)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE CIRCULAR TO BE PUBLISHED BY INDEPENDENT RESOURCES PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.

30 May 2014

Independent Resources plc

("IRG", the "Company" or the "Group")

Placing and Open Offer of up to 91,903,213 up to New Ordinary Shares,

at an Issue Price of 3 pence per Ordinary Share

IRG (AIM: IRG), is pleased to announce that it is proposing to raise funds of up to £2.76 million (before expenses) by way of an equity fundraising of up to 91,903,213 New Ordinary Shares at an issue price of 3 pence per share, through the Placing and Open Offer.

Introduction

In February of this year, IRG announced that the Tunisian national oil company, ETAP, had made an application at the invitation of the Direction Générale de l'Energie (DGE) for an extension to the Ksar Hadada Permit with the Company as the operator. This is the first major step in the planned strategic transformation of IRG into a company primarily focused on conventional oil and gas production and some more limited low to medium risk exploration activities in the Mediterranean basin and North Africa.

The application for the Company to be the operator of the Ksar Hadada Permit, made with the support of ETAP, was submitted following a period of successful discussions between IRG, ETAP and DGE. Further details about this are set out below.

The support of the DGE and ETAP for IRG to be the operator demonstrates the skills and experience which the new management team of IRG possesses. It intends to apply that skill and experience to the development of the Ksar Hadada Permit and also to future investment opportunities.

Following the expected approval of IRG as operator, the second expected impact of the application for the permit to be extended is that IRG's working interest will become 86.345% of the Permit. The significant opportunity for potential value creation for IRG shareholders implicit in this has been confirmed by the recently completed independent evaluation of the Ksar Hadada Permit by Blackwatch Petroleum Services which estimated recoverable resources of 108 million barrels of oil equivalent and attributed an unrisked economic value of US$837 million to the Ksar Hadada Permit as a whole.

It will be necessary for the Group to raise further capital to allow development of this exciting opportunity and in anticipation of the approval of the extension of the Ksar Hadada Permit following the necessary recommendation from the Consultative Committee on Hydrocarbons of Tunisia ("the CCH"), and to provide funds to prepare for the agreed work programme for the Permit, IRG has announced the Capital Raising.

Charles Stanley has on behalf of the Company agreed to use its reasonable endeavours to place up to 59,233,334 new Ordinary Shares with institutional and other investors at 3 pence per share. Some of these shares will be subject to clawback as described below. All of the Directors, and certain members of the Company's senior management intend to participate in the Placing, further details of which are set out below. In accordance with the AIM Rules for Companies, the Directors and members of the Company's senior management are not able to make a commitment to participate in the Placing until after the publication of the results for the 15 month period to 31 December 2013, which is expected in early June. A further announcement regarding any such participation will be released in due course.

In addition, in order to allow all Existing Shareholders to subscribe for Ordinary Shares on the same terms as the Placing, the Company will make available 41,669,879 Open Offer Shares under the Open Offer at the Issue Price, thus allowing the Company's existing Shareholders the ability to participate in the Capital Raising. Of these Open Offer Shares, 9,000,000 Clawback Shares have been placed with institutional and other investors subject to recall to satisfy valid applications from Qualifying Shareholders under the Open Offer.

Qualifying Shareholders will be entitled to subscribe for Open Offer Shares on the basis of 10 Open Offer Shares for every 11 Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility. Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise gross proceeds of up to £1.25 million for the Company, and, together with the Placing, will raise up to £2.76 million.

The Capital Raising is conditional, inter alia, on obtaining the approval of Shareholders and accordingly the Company will send Shareholders a circular containing details of the Capital Raising and a notice convening a General Meeting. It is expected that the Circular will be posted today.

If the relevant Resolutions are not passed at the General Meeting IRG will not be able to progress the work on the Ksar Hadada Permit. If that happened, the Board would need to consider the Company's options in relation to this opportunity, its general corporate strategy and resultant working capital position. The Company would have extremely limited working capital resources available to it at that point and might not be able to continue to trade as a going concern without undertaking a successful fundraising.

Background to and Reasons for the Capital Raising and the Use of Proceeds

The proposed extension to the Ksar Hadada Permit and the associated work programme will result in a substantial financial commitment for IRG and its minority partners in the Permit. The Company believes notwithstanding this, that the grant of the extension, the increase in its working interest and its appointment as operator significantly increase the attractiveness of Ksar Hadada as an investment opportunity for potential farm in partners.

The immediate priorities for IRG and its partners are preparing for re-entry of one of the existing wells in the Ksar Hadada Permit area and engaging in shooting 3D seismic. IRG has sought tenders for a 3D seismic programme over the key areas of the Ksar Hadada Permit identified as prospective. It is anticipated that the tender process could be completed in the early Autumn of 2014 with seismic acquisition to follow. In order to ensure that the seismic programme provides a better understanding of the Permit area, the Company expects the 3D seismic to be acquired in a number of stages. The resultant analysis will assist in choosing the location of the next exploration well on the Ksar Hadada Permit. IRG believes that the availability of seismic data will also be beneficial in increasing the attractiveness of Ksar Hadada as an investment opportunity.

The gross proceeds of the Capital Raising (assuming full take up under the Placing and Open Offer) of up to £2.76 million will be used principally to:

· meet the preparation costs for re-entry of an existing well on the Ksar Hadada Permit, including technical evaluation costs and procurement of key long-lead items;

· cover the costs of preparing to become the operator of Ksar Hadada and preparing for the Ksar Hadada seismic programme or programmes,

· cover necessary working capital commitments;

· advance IRG's portfolio of business opportunities; and

· pay transaction costs associated with the Placing and Open Offer.

The Board remains committed to ensuring that all costs are carefully managed and in particular that the costs incurred by IRG's Italian subsidiaries are consistent with the level of ongoing business activity attached to the IRG's portfolio of Italian projects.

The Board and senior management recognise that it is likely that the Capital Raising will not in itself generate sufficient resources for the Company itself to be able to undertake the substantive activities required in Tunisia to fulfil the work programme. The Company does however expect to be able to place itself in a position to be an effective operator and to have planned and initiated those key activities which will allow it to attract a partner to farm in to the Permit and fund the work programme.

Current Trading and Prospects

On 30 December 2013, the Board announced interim results for the period to 30 September 2013. These results confirmed a loss before taxation for the twelve months to 30 September 2013 of approximately £3.07 million. At 30 September 2013, IRG had consolidated cash balances of approximately £968,000.

As the Group's Italian projects remain delayed, IRG did not generate any trading revenues in the twelve months to 30 September 2013, nor has it generated any revenues in the period since then. By 31 December 2013, the consolidated cash balances of the Group had decreased to £663,000.

It is expected that the results for the 15 months ended 31 December 2013 will be announced in June 2014 and will reflect a loss before taxation for the 15 months of approximately £3.4 million, including the exceptional loss on the reorganisation of Rivara Gas Storage srl of £1.5 million, and consolidated net assets at 31 December 2013 of approximately £10.9 million (30 September 2012: £13.3 million).

At 31 March 2014, the consolidated cash balances of the Group were approximately £408,000. As explained above, if the relevant Resolutions are not passed at the General Meeting IRG will not be able to progress the work on the Ksar Hadada Permit. If that happened, the Board would need to consider the Company's options in relation to this opportunity, its general corporate strategy and resultant working capital position. The Company would have extremely limited working capital resources available to it at that point and might not be able to continue to trade as a going concern without undertaking a successful fundraising.

Information on IRG

IRG is a UK AIM listed oil and gas company, with activities now focused on the oil and gas production sectors whilst maintaining a weather eye for exciting low and medium risk exploration opportunities. IRG has a publicly stated strategic objective of acquiring and developing oil and gas assets in the Mediterranean Basin including North Africa.

As Chief Executive, Greg Coleman, a former senior executive of BP Group, brings considerable experience of managing and developing exploration and production assets. The senior management team has also been recently strengthened by the arrival of Brian Hepp, the former director of operations of Northern Petroleum plc and Owain Franks, formerly a senior partner in PricewaterhouseCoopers LLP with significant transactional, legal, tax and sector experience who has joined as commercial director.

IRG continues to progress a number of acquisition opportunities focused on producing assets in the North African region which would move the Company toward its goal of creating a group whose financial stability is underpinned by recurring revenues from producing assets which provide opportunities for additional value creation, combined with an appropriate portfolio of low to medium risk exploration projects.

In addition to its interest in the Ksar Hadada Permit (discussed below), IRG continues to holds interests in the Casoni and Fiume Bruna Permits and is looking to develop the Rivara gas storage facility, a potential underground gas storage facility in North-Eastern Italy.

IRG is considering in detail at the moment its strategic options in relation to these interests in particular, in the light of the lengthy timeframes required to achieve substantial value creation and delivery in Italy. The timescale for consideration of Rivara is lengthier due to the key appeal processes in the Italian Courts which IRG expect to commence later this year. In terms of the Fiume Bruna and Casoni permits the Company will be re-evaluating its position over the next several months with a view to deciding the best course of action and is formally discussing options with the relevant authorities at national, local and regional governmental levels to ensure alignment of relevant parties' interests. Further announcements are expected to be made in due course.

Overview of Ksar Hadada

Ksar Hadada represents a potential major oil prospect located onshore in Tunisia. The Ksar Hadada Permit area covers 2,252 km2 in South Eastern Tunisia. The primary targets on the Ksar Hadada block are the Ordovician Bir Ben Tartar quartzites and the Silurian Acacus Sandstone, sourced by the Silurian Tanezzuft Shale, which is the main source rock for North Africa.

IRG has held an interest in the Ksar Hadada Permit since 2005, but not as operator. The Ksar Hadada Permit was renewed in April 2011 for a further term of three years. Disappointingly, during 2013 a number of very significant problems with the performance of the then operator emerged. As a result, IRG embarked on a series of lengthy consultations with ETAP and the DGE to try to protect its interests.

On 20 February 2014, IRG announced that following an invitation from the DGE, ETAP, Tunisia's national oil company, with the support of IRG and the other minority partners, GA.I.A. srl and DR (KH) Ltd, had submitted an application to extend the period of the Ksar Hadada Permit by an additional two years to 19 April 2016. Following formal approval of the extension, IRG expects to be appointed as the operator in accordance with the PSC for the period of the extension with a 86.345 per cent. interest in the Ksar Hadada Permit. It is anticipated that the formal approval of the extension will be granted following a binding recommendation from the CCH. It will in due course be followed by formal gazetting to provide public notification. The Company expects the CCH to meet and consider its application in the near future. It is not possible to be more precise as the setting of the date for the meeting by the DGE is discretionary.

Competent Persons Report

BlackwatchPetroleum Services has prepared a competent person's report ("CPR") covering the Sidi Toui and Gazelle prospects within the Ksar Hadada Permit area.

1Assuming the anticipated IRG interest of 86.345 per cent. in the PSC

Blackwatch Petroleum Services attributed a 38 per cent. chance of success to the Sidi Toui prospect and a 19 per cent. chance of success to the Gazelle prospect. These risk factors have been used to derive the risked economic values outlined above which have been calculated using an oil price assumption of $95 per barrel.

Analogous structures in Tunisia and Libya

Since IRG initially acquired an interest in the Ksar Hadada Permit there have been light oil discoveries in the Ordovician immediately to the south of the Ksar Hadada block.

The Company believes that these discoveries, in particular the development of the Bir Ber Tartar field currently operated by Chinook Energy Inc. indicate the potential of the Ksar Hadada Ordovician prospects.

Across the border in Libya very high oil production rates have been achieved on test from multiple Acacus wells, providing added attraction to the Acacus play on Ksar Hadada.

There has been a noticeable increase in the scale of exploration and production activities in Tunisia in recent years. Prominent companies such as Anadarko, Shell, ENI, BG, Serinus, Circle Oil, OMV and DNO all have significant interests in Tunisia. In addition, there is now increased potential to monetise natural gas discoveries in Tunisia following the commitment of OMV to develop a gas pipeline in Southern Tunisia (under construction).

Work programme commitments

In the licence extension application which has been made to DGE, IRG and its partners have committed to a revised work programme in respect to the Ksar Hadada Permit. The Minister of Industry, Energy and Mines grants extensions on the binding recommendation of the CCH. The Company expects the CCH to meet and consider its application in the near future. It is not possible to be more precise as the setting of the date for the meeting by the DGE is discretionary. A process of gazetting is also followed but this is only a public information requirement and has no impact on the decision of the Minister of Industry, Energy and Mines or the effective date of the extension.

The revised work programme will include 200 km2 of 3D seismic, the re-entry of one existing well and the drilling of one new Cambro-Ordovician well. The Directors are currently planning for the seismic and drilling programmes but would expect that these will not be actually implemented until a farm-out partner has been identified, brought in and consulted appropriately on these plans.

To reduce the potential dilution to Shareholders from any future fundraisings to finance IRG's share of the agreed work programme for the Ksar Hadada Permit, IRG is intending to farm out a portion of its interest in the Ksar Hadada Permit. The Company will work together with farm-in partners to develop plans and timing for shooting of seismic and drilling activities.

Previous drilling activities

Four wells have been drilled in the Sidi Toui area of the Ksar Hadada Permit to date by previous operators of the licence. ST-1 was drilled in the 1950s as was ST-2. ST-3 and ST-4 were drilled in 2004, and 2010 respectively. While ST-1 encountered oil and gas shows, both ST-3 and ST-4 showed the presence of hydrocarbons. ST-2 was drilled off structure and was unsuccessful.

ST-3 was drilled as a vertical well in 2004 and reached a total depth of 1,300m. Oil and gas shows were encountered in the Ordovician but the previous operator did not extensively test the well due to other drilling rig commitments.

ST- 4 was drilled in 2010 and deliberately designed as a deviated well to intersect multiple fractures. It produced good gas shows from the top of the reservoir to 945 metres below sea level, but again the previous operator chose not to test the well.

IRG's decision to revisit this play has been made on the basis of the presence of hydrocarbons in three of these earlier wells combined with its new ability as the operator to control drilling, completion and testing activities.

Commercial structure of the Ksar Hadada Permit

The terms of the PSC for the Ksar Hadada Permit provide for up to 45% of production revenues from oil sales (55% of gas revenues) to be available to cover capital and operating expenditure incurred by the contractor on the Permit.

Of the remaining revenues, up to 40% of oil revenues (up to 45% of gas revenues) may be distributed to the contractor (of which IRG would represent 86.345% following approval of the licence extension) as profit oil or profit gas. The balance of revenues accrues to ETAP. which meets all royalty and taxation obligations of the contractor parties from its share of oil and gas revenues.

The Board believes that these commercial arrangements are both very attractive and compare very favourably with other licences in the North African region.

Summary of the principal terms of the Capital Raising

Pursuant to the Capital Raising, the Company will raise gross proceeds of up to £2.76 million at the Issue Price assuming full take up under the Placing and Open Offer.

The Issue Price represents a 50 per cent. discount to the closing middle market price of 6 pence per Existing Ordinary Share on 29 May 2014, being the last Business Day before the announcement of the Capital Raising.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject to the conditions to the Issue having been satisfied (or, if applicable, waived) it is expected that Admission will occur at 8.00 a.m. on 18 June 2014. The New Ordinary Shares, when allotted and issued, credited as fully paid, will rank pari passu with the Existing Ordinary Shares.

The Placing

Pursuant to the Placing, Charles Stanley Securities has agreed to use its reasonable endeavours to place the Placing Shares and the Clawback Shares at the Issue Price with institutional and other investors, conditional, amongst other things, upon Admission. The Clawback Shares will be subject to recall to satisfy valid applications from Qualifying Shareholders under the Open Offer.

As part of the Placing, it is expected that 7,066,668 Placing Shares will be subscribed by Legal & General Investment Management ("Legal & General"), which currently holds 15.06 per cent. of the Company's Existing Ordinary Shares.

In addition, Legal & General has agreed to subscribe for up to an additional 13,500,000 Placing Shares to enable it to increase its shareholding in the Company to 19.8 per cent. of the Enlarged Share Capital. The number of additional Placing Shares to be issued to Legal & General will be determined following the close of the Open Offer.

Legal & General is a "related party" (as defined by the AIM Rules for Companies) of the Company by virtue of being an existing substantial shareholder in the Company. The Directors, consider, having consulted with Charles Stanley, the Company's Nominated Adviser, that the terms of the related party arrangements are fair and reasonable insofar as the Shareholders of the Company are concerned.

The Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently 41,669,879 Open Offer Shares will be offered to existing Shareholders by way of the Open Offer. The Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Capital Raising by both subscribing for their respective basic entitlements and by subscribing for additional New Ordinary Shares under the Excess Application Facility, subject to availability.

The Open Offer Shares will be offered to Qualifying Shareholders on the following basis:

10 Open Offer Shares for every 11 Existing Ordinary Shares

held by them and registered in their names on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held.

Pursuant to the Placing and Open Offer Agreement, Charles Stanley has conditionally placed 9,000,000 Open Offer Shares with institutional investors subject to recall by Qualifying Shareholders pro rata to their current holdings to satisfy valid applications under the Open Offer. The remaining 32,669,879 Open Offer Shares have not been conditionally placed or underwritten. In the event that all of the Open Offer Shares are taken up by Shareholders, the Clawback Shares will be used to satisfy valid applications under the Open Offer.

If Shareholders have sold or otherwise transferred all of their Existing Ordinary Shares before the ex-entitlement date, they will not be entitled to participate in the Open Offer.

Qualifying Shareholders will also be offered the opportunity to subscribe for Excess Shares in excess of their Basic Entitlements pursuant to the Excess Application Facility. Excess applications will be satisfied only to the extent that corresponding applications are not made by other Qualifying Shareholders or are made for less than their pro rata entitlements.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular.

The Placing and Open Offer Agreement

Charles Stanley Securities has entered into the Placing and Open Offer Agreement with the Company pursuant to which they have, on the terms and conditions set out therein, agreed to use their reasonable endeavours to procure Placees to subscribe for; (i) the Placing Shares at the Issue Price; and (ii) the Clawback Shares at the Issue Price subject to recall in order to satisfy valid applications under the Open Offer.

The Placing and Open Offer Agreement is conditional upon, amongst other things the passing of the Resolutions and Admission.

The Placing and Open Offer Agreement contains warranties from the Company in favour of Charles Stanley in relation to, amongst other things, the accuracy of the information in the Circular and this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Charles Stanley in respect of certain liabilities which they may incur in respect of the Capital Raising. Charles Stanley has the right to terminate its obligations under the Placing and Open Offer Agreement in certain circumstances prior to Admission, including in the event of a breach of the warranties or a force majeure event.

Directors' intentions

The Directors are fully supportive of the Capital Raising and have all indicated their intention to participate in the Placing. In addition, Brian Hepp, Owain Franks and Feilim McCole, senior executives of the Company have similarly indicated their intention to subscribe for Placing Shares at the Issue Price.

In accordance with the AIM Rules for Companies, the Directors and members of the Company's senior management are not able to make a commitment to participate in the Placing until after the publication of the results for the 15 months period to 31 December 2013, which is expected in early June.

A summary of the intentions of the Directors and senior management are set out in the table below.

Additional issue of shares

In addition to the issue of the Placing Shares and the Open Offer Shares, the Company has agreed to issue 893,559 new Ordinary Shares to an adviser at the Issue Price in settlement of a cash fee due to that adviser of US$45,000.

Circular and Notice of General Meeting

Further details of the Capital Raising, the terms and conditions on which it is being made and details of the procedure for application and payment for the Open Offer Shares will be set out in the Circular and, in respect of Qualifying Non-CREST Shareholders only, in the Application Form.

A notice convening the General Meeting, to be held at the offices of Field Fisher Waterhouse LLP at Riverbank House, London, EC4R 3TT at 11.00 a.m. on 17 June 2014 will be contained in the Circular.

For more information, please visit www.ir-plc.com or contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2014

Record Date for entitlement under the Open Offer ......................................... close of business on 29 May

Announcement of the Placing and Open Offer .............................................................................. 30 May

Posting of the Circular, Forms of Proxy and, to Qualifying

non-CREST Shareholders only, the Application Forms ................................................................. 30 May

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders ................................................................................. 8.00 a.m. on 2 June

Latest recommended time and date for requesting withdrawal of Open Offer etitlements and Excess CREST Open Offer Entitlements from CREST ............................................................................... 4.30 p.m. on 10 June

Latest time for depositing Open Offer Entitlements and Excess

CREST Open Offer Entitlements into CREST ........................................................... 3.00 p.m. on 11 June

Latest time and date for splitting Application Forms

(to satisfy bona fide market claims) ........................................................................ 3.00 p.m. on 12 June

Latest time and date for receipt of completed Application Forms and

payment in full under the Open Offer or settlement of relevant

CREST instruction (as appropriate) ................................................................... 11.00 a.m. on 16 June

Latest time and date for receipt of Forms of Proxy........................................... 11.00 a.m. on 15 June

Expected time and date of announcement of results of the Placing and Open Offer .... 11.00 a.m. on 17 June

General Meeting ................................................................................................. 11.00 a.m. on 17 June

Admission effective and dealings in the Placing Shares and Open Offer Shares............ 8.00 a.m. on 18 June

Expected date for crediting of Placing Shares and Open Offer Shares in uncertificated form to CREST stock accounts ................................................................................................................ 8.00 a.m. on 18 June

Expected date of despatch of share certificates in respect of Placing

Shares and Open Offer Shares in certificated form ....................................................................... 25 June

PLACING AND OPEN OFFER STATISTICS

Issue Price for each New Ordinary Share..................................................................................... 3 pence

Basis of Open Offer .................................... 10 New Ordinary Shares for every 11 Existing Ordinary Shares

Number of Existing Ordinary Shares in issue........................................................................... 45,836,867

Number of Placing Shares to be issued pursuant to the Placing (at the Issue Price) 1 ......... up to 50,233,334

Number of New Ordinary Shares to be issued pursuant to the Open Offer1 (at the Issue Price) .... 41,669,879

Enlarged Share Capital immediately following completion of the Placing and Open Offer, .......... 138,633,639

Market capitalisation at Issue Price 1,2.................................................................................. £4.16 million

New Ordinary Shares as a percentage of the Enlarged Share Capital1 .................................. 66.29 per cent.

Estimated gross proceeds of the Placing and Open Offer1 ..................................................... £2.76 million

Estimated net proceeds of the Placing and Open Offer1 ......................................................... £2.56 million

_________________________________ 

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Act".......................................................... the UK Companies Act 2006 (as amended from time to time)

"Admission"................................................ the admission to trading on AIM of the New Ordinary Shares to be issued pursuant to the Placing and Open Offer taking place in accordance with the AIM Rules for Companies

"AIM".......................................................... the market of that name operated by the London Stock Exchange

"AIM Rules for Companies"........................... the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange

"Application Form"....................................... the application form for Qualifying non-CREST Shareholders for use in connection with the Open Offer

'Blackwatch''.............................................. Blackwatch Petroleum Services Limited

"Board"....................................................... the board of directors of the Company from time to time

"Business Day"........................................... any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading

"Capital Raising".......................................... together the Placing and Open Offer

''Casoni Permit'' ......................................... the exploration permit to appraise the potential for CBM and other activities at Casoni in the Tuscany region of Italy

"CCH"......................................................... means the Comité Consultatif des hydrocarbures established under law 99-93 of 17 August 1999 of the Republic of Tunisia

"certificated" or "certificated form".................. not in uncertificated form

"Charles Stanley" ....................................... Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, the Company's nominated adviser and broker

"Circular".................................................... the document to be sent to Shareholders by the Company containing details, inter alia, of the Capital Raising and the notice of General Meeting

"Clawback Shares"...................................... means 9,000,000 of the Open Offer Shares which have been placed by Charles Stanley with Placees (subject to recall to satisfy valid applications under the Open Offer)

"Company" or "IRG"

or "Independent Resources" Independent Resources PLC, a company incorporated in England and Wales with registered number 5483127

''Convention''............................................... the convention between the State of Tunisia, ETAP and the Original Contractors dated 20 December 2003 relating to the Ksar Hadada Permit

"CREST"..................................................... the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations

"CREST Regulations"................................... the Uncertified Securities Regulations 2001, as amended

''DGE''....................................................... La Direction Générale de l'Energie (the Tunisian Department of Energy)

"Directors".................................................. the directors of the Company

''DR (KH)''.................................................. Derwent Resources (Ksar Hadada) Limited, a company registered in England under number 04941536 and ultimately controlled by Stephen Staley

"Enlarged Share Capital".............................. the issued ordinary share capital of the Company immediately following Admission

''ETAP''...................................................... L'Entreprise Tunisienne D'Activités Petrolières (the state energy company of Tunisia)

''ETAP Application''..................................... the application dated 19 February 2014 submitted by ETAP to the DGE for, inter alia, IRG to be appointed as the operator of the Ksar Hadada Permit with an interest of 86.345 per cent. of the PSC and for the permit to be extended until 18 April 2016

"Euroclear UK & Ireland" or "Euroclear".......... Euroclear UK & Ireland Limited, the operator of CREST

"Excess Application Facility"........................ the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlements

"Excess CREST Open Offer Entitlement"....... in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to that Shareholder's stock account in CREST, pursuant to the Excess Application Facility, which is conditional on the Shareholder taking up his Open Offer Entitlement in full and which may be subject to scaling back

"Excess Open Offer Entitlement".................. an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to that Shareholder's Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on the Shareholder taking up their Open Offer Entitlement in full and which may be subject to scaling back

"Excess Shares"......................................... New Ordinary Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility

"Excluded Territories"................................... the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations

"Existing Ordinary Shares"........................... the existing Ordinary Shares as at the date of this announcement

"FCA"......................................................... the Financial Conduct Authority of the United Kingdom

''Fiume Bruna Permit'' ................................ the exploration permit to appraise the potential for Coal Bed Methane gas at Fiume Bruna in the Tuscany region of Italy

"FSMA"...................................................... the Financial Services and Markets Act 2000 (as amended)

''GA.I.A.''.................................................... GA.I.A. srl, a company registered in Rome, Italy under number 01297250498 and controlled by Roberto Bencini

"General Meeting"........................................ the general meeting of the Company convened for 11 a.m. on 17 June 2014 (or any adjournment of it), notice of which will be included in the Circular

"Group" or "IRG Group"................................. the Company and its subsidiary undertakings

''IR (KH)'' ................................................... Independent Resources (Ksar Hadada) Limited, a company registered in England under number 5509934 and a wholly owned subsidiary of IRG

"Issue Price"............................................... 3 pence per New Ordinary Share

''Ksar Hadada Permit'' ................................ the permit relating to the exploration for hydrocarbon deposits in the Ksar Hadada area in Tunisia

"London Stock Exchange"............................ London Stock Exchange plc

"New Ordinary Shares"................................. up to 91,903,213 new Ordinary Shares to be issued pursuant to the Placing and the Open Offer

"Open Offer"................................................ the invitation to be made to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms of and subject to the conditions set out or referred to in the Circular and, where relevant, in the Application Form

"Open Offer Entitlement".............................. the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 10 Open Offer Shares for every 11 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer

"Open Offer Shares"..................................... the 41,669,879 New Ordinary Shares for which Qualifying Shareholders will be invited to apply under the terms of the Open Offer

"Ordinary Shares"........................................ ordinary shares of 1p each in the capital of the Company

''Original Contractors''.................................. Petroceltic (Ksar Hadada) Ltd, DR (KH) and GA.I.A. acting in their capacity as contractors, for the purposes of the Convention

"Overseas Shareholders".............................. Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom

''Permits''................................................... the Casoni Permit, Fiume Bruna Permit and, the Ksar Hadada Permit

"Placees".................................................... the persons who have conditionally agreed to subscribe for the Placing Shares and the Clawback Shares

"Placing"..................................................... the conditional placing at the Issue Price of the Placing Shares and the Clawback Shares pursuant to the Placing

"Placing and Open Offer Agreement"............. the agreement dated 29 May 2014 between the Company and Charles Stanley relating to the Placing and Open Offer,

"Placing Shares"......................................... means up to 50,233,334 New Ordinary Shares which Charles Stanley have agreed to use their reasonable endeavours to place with Placees

''PSC''........................................................ the agreement between ETAP and the Original Contractors dated 20 December 2003 pursuant to which Petroasian Ksar Hadada Ltd assumed the responsibilities of the operator in relation to the Ksar Hadada Permit

"Qualifying CREST Shareholders"................. Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in uncertificated form

"Qualifying non-CREST Shareholders"........... Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in certificated form

"Qualifying Shareholders"............................. holders of Existing Ordinary Shares on the Company's register of members at the Record Date (other than Overseas Shareholders who are located in any Excluded Territory)

"Record Date"............................................. means the close of business on 29 May 2014

"Registrar", "Receiving Agent" or

"Share Registrars"....................................... Share Registrars Ltd

''Rivara Facility''.......................................... the underground gas storage facility proposed to be developed by the Group at Rivara in Italy

 "Resolutions"............................................. the resolutions to be set out in the notice of the General Meeting

"Shareholders"............................................ holders of Existing Ordinary Shares

"stock account"........................................... an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited

"subsidiary"................................................. a "subsidiary undertaking" as that term is defined in the Act

''Tunisian Hydrocarbon Code'' ...................... The Hydrocarbon Code of the State of Tunisia promulgated by law no. 99-93 of 17 August 1999, as modified and supplemented by law 2002-23 of 14 February 2002 which governs the commercial arrangements for oil and gas exploration and development activities in Tunisia

"uncertificated" or "uncertificated form"........... recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"............................. the United Kingdom of Great Britain and Northern Ireland

"£" or "Pounds"............................................ UK pounds sterling, being the lawful currency of the United Kingdom

"United States", "USA'' or "US"..................... the United States of America, its territories and possessions and any state of the United States of America and the District of Colombia

"US Securities Act"..................................... the United States Securities Act of 1933, as amended

GLOSSARY

The following table provides an explanation of certain technical terms and abbreviations used in this document. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms.

"2C"........................................................... best estimate of contingent resources

"Boe" or "BOE" ........................................... barrels of oil equivalent. One barrel of oil is approximately the energy equivalent of 5,800 cf of natural gas

"Bcf" or "bcf" or "Bscf".................................. billion (109) standard cubic feet; 1 Bcf is approximately equal to 172,414 Boe or 23,618 tonnes of oil equivalent, using a factor of 5.8 Bcf per MMBbls

"bcm"......................................................... billion cubic metre

"CBM"........................................................ Coal Bed Methane

"condensate" .............................................. light hydrocarbon compounds that condense into liquid at surface temperatures and pressures. They are generally produced with natural gas and are a mixture of pentane and higher hydrocarbons

"hydrocarbon" ............................................. a compound containing only the elements hydrogen and carbon. May exist as a solid, a liquid or a gas. The term is mainly used in a catch-all sense for oil, gas and condensate

"MMBbls"................................................... millions (106) of barrels of oil

"oil" ........................................................... mixture of liquid hydrocarbons of different molecular weights

"oil equivalent"............................................. international standard for comparing the thermal energy of different fuels

"petroleum" ................................................ a generic name for hydrocarbons, including crude oil, natural gas liquids, natural gas and their products

"prospective resources" ............................... those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects

"resources"................................................. deposits of naturally occurring hydrocarbons which, if recoverable, include those volumes of hydrocarbons either yet to be found (prospective) or if found the development of which depends upon a number of factors (technical, legal and/or commercial) being resolved (contingent)

"seismic" or "seismic survey"........................ a method by which an image of the earth's subsurface is created through the generation of shockwaves and analysis of their reflection from rock strata.

IMPORTANT NOTICE

This announcement is not a Circular and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Circular.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Circular and any other documentation into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each an "Excluded Territory").

No action has been taken by the Company or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Circular or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Excluded Territory and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Canada, Japan, or Australia.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Charles Stanley Securities. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Charles Stanley Securities, 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 Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Charles Stanley Securities by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Charles Stanley Securities accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Charles Stanley Securities accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include 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. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' 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 Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

This announcement should not be considered a recommendation by the Company, Charles Stanley Securities or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.