Ithaca Energy Regulatory News (ITH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, ISRAEL, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, ISRAEL, JAPAN OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

01 September 2025

Proposed Placing of approximately 33 million ordinary shares in Ithaca Energy plc ("Ithaca Energy" or the "Company")

DKL Energy Limited ("Delek") and Eni UK Limited ("Eni UK") (the "Sellers") announce their intention to sell, in aggregate, approximately 33 million ordinary shares (the "Placing Shares") in the capital of Ithaca Energy, representing approximately 2.0 per cent. of the Company's existing issued ordinary share capital, to eligible institutional investors (the "Placing").

Delek currently owns 863,545,333 ordinary shares and Eni currently owns 614,678,516 ordinary shares, corresponding to approximately 52.2 per cent. and 37.2 per cent., respectively, of Ithaca Energy's entire issued share capital.

The price per Placing Share will be determined by way of an accelerated bookbuilding process to institutional investors. The Placing is subject to demand, price and prevailing market conditions. The Sellers reserve the right to sell additional Placing Shares subject to demand. The bookbuilding period will commence with immediate effect following this announcement and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the ordinary shares in Ithaca Energy held by the Sellers which are not sold in the Placing will be subject to a 90-day lock-up undertaking (subject to certain customary exceptions and waiver by the Sole Global Co-ordinator).

The Sellers have appointed Peel Hunt LLP as sole global co-ordinator and joint bookrunner and Discount Capital as joint bookrunner on the Placing.

Delek is a wholly owned subsidiary of Delek Group Limited. Eni UK is an indirect wholly owned subsidiary of Eni S.p.A.

Ithaca Energy is not party to the Placing and will not receive any proceeds from the Placing.

ENQUIRIES

Peel Hunt LLP (Sole Global Co-ordinator and Joint Bookrunner)

Richard Crichton / Brian Hanratty / Georgia Langoulant

Sohail Akbar / Nick Wilks

+44 (0) 20 7418 8900

Discount Capital Underwriting Ltd (Joint Bookrunner)

Liran Razmovitch / Anna Alzenberg Ben Lulu

+972-3-5652536

IMPORTANT NOTICES

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Israel, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement and the offer and sale of the Placing Shares may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, the Republic of South Africa, Israel, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" to persons who are not "U.S. persons" within the meaning of and pursuant to Regulation S under the Securities Act; and (ii) within the United States only to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and otherwise in accordance with applicable law and who have delivered to Peel Hunt a US investor letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act.

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

Members of the general public are not eligible to participate in the Placing.

A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 (the "Prospectus Regulation").

In the United Kingdom, this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in connection with the Placing must be made on the basis of all publicly available information relating to Ithaca Energy and Ithaca Energy's shares. Such information has not been independently verified by the Sellers, the Joint Bookrunners or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness and this announcement should not be considered a recommendation by the either Seller, Peel Hunt, Discount Capital or any of their respective affiliates in relation to any purchase of securities of the Company.

In connection with the Placing, Peel Hunt or any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and other securities of Ithaca Energy or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Peel Hunt and any of its affiliates acting as an investors for their own account. Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Ithaca Energy or its shares.

Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Peel Hunt is acting for the Sellers only in connection with the Placing and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to its clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Neither Peel Hunt nor any of its directors, officers, employees, advisers or affiliates accepts any responsibility whatsoever 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 information in connection with the Sellers, the Company or its subsidiaries and/or the Placing, 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 the future. Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

ENDS