Expected Intention to Float

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa.

Neither the contents of this announcement nor the contents of the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement or in the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Ithaca Energy Limited (the "Company", and together with its subsidiaries and subsidiary undertakings the "Group" or "Ithaca Energy") in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission to listing of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus will, if published, be available for inspection at the Company's registered office and on the Company's website at www.ithacaenergy.com, subject to certain access restrictions.

18 October 2022

Ithaca Energy Announces Intention to Publish a Registration Document and Expected Intention to Float on the London Stock Exchange

·      Ithaca Energy is a leading UK independent exploration and production company, operating the majority of its 2P reserves and 2C resources

·      Ithaca Energy has a balanced portfolio between oil and gas assets, with gas representing c. 35% of production in the first nine months of 2022

·      Ithaca Energy achieved this market positioning through a combination of organic growth and value-accretive acquisitions

·      Ithaca Energy has a track record of material value creation, delivering a 5.4x increase in equity value between 2018 and 30 June 2022

·      Ithaca Energy has access to flagship assets, with stakes in six of the top ten largest fields in the UKCS, including the two largest undeveloped discoveries, Cambo and Rosebank, to drive organic growth

·      Ithaca Energy's goal is to continue to increase value while generating attractive and sustainable shareholder distributions

·      Ithaca Energy will seek to achieve outstanding performance through operational excellence, maintaining financial discipline, appropriately incorporating an ESG mindset to achieve net zero by 2040 and by employing an industry leading workforce, while always maintaining a staunch focus on safety

·      Ithaca Energy's ambition is to become a key player in providing energy security to the UK

Ithaca Energy, a leading UK independent exploration and production company focused on the UK North Sea, is pleased to announce that it intends to publish today a Registration Document and is considering proceeding with an initial public offering (the "IPO" or the "Offer"). Ithaca Energy is considering applying for admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange ("Admission").

Introduction to Ithaca Energy - a leading UK independent exploration and production company with production and development activities on the UK Continental Shelf ("UKCS")

·      Ithaca Energy has significant scale: as at 30 June 2022, Ithaca Energy had 2P reserves of 244 mmboe, aggregate 2C contingent resources of 302 mmboe and delivered a reserves replacement ratio of c. 230% over the period from 1 January 2019 to 30 June 2022. The Company believes that it has sufficient development opportunities within its portfolio to enable production to be increased to over 100 kboe/d in the medium-term.

·      Ithaca Energy has significant control and flexibility over its strategic, operational and financial priorities: Ithaca Energy's portfolio consists of 28 producing field interests in the UKCS, of which Ithaca Energy is the operator of eight fields, which account for the majority (c. 63%) of the Group's 2P reserves and 2C resources, as at 30 June 2022.

·      Ithaca Energy has delivered robust financial performance: during the six months ended 30 June 2022, Ithaca Energy's average daily production (oil and gas) on a net working interest basis was c. 66.7 kboe/d, the Group's revenue was c. $1,338 million, Adjusted EBITDAX was c. $907 million, profit after tax was c. $1,558 million, and the Group had net cash from operating activities of $989 million. For the six months ended 31 December 2022, the Group's management estimate average daily production (oil and gas) on a net working interest basis to be c. 76-81 kboe/d.

·      Ithaca Energy has seen a period of significant M&A driven growth centred upon two transformational acquisitions: the acquisitions of Chevron's portfolio in the UKCS and Siccar Point Energy ("Siccar Point") gave the Group stakes in six of the top ten largest oil and gas fields in the UKCS, including Cambo and Rosebank, two of the largest undeveloped discoveries in the UKCS. These transformational acquisitions also provided Ithaca Energy with a material, long-life resource base with the second largest resource base of independent oil and gas companies in the UKCS.

·      Ithaca Energy's strategy is centred on increasing value while generating attractive and sustainable shareholder distributions: to execute on this, Ithaca Energy will focus on (i) building projects with strong economics which provide resilience to the portfolio through the commodity price cycle; (ii) boosting existing assets by maximising recovery, improving efficiency, emphasising cost control and driving digitalisation; and (iii) buying value accretive assets across the asset lifecycle. Ithaca Energy is targeting annualised dividends of 15-30% of post-tax net cash from operating activities through the cycle. In the near-term, the Group has a firm expectation of paying a dividend in 2023 of $400 million with an ambition of an annual dividend of $420 million in 2024.

·      Ithaca Energy's ambition is to have one of the lowest carbon emission portfolios in the UKCS: the Group has set a goal of reducing its combined Scope 1 and Scope 2 CO₂ and CO₂ equivalent emissions from operated assets by 25%, based on 2019 levels, by 2025, which is greater than current North Sea Transition Deal ("NSTD") commitments. The Group is also committed to achieving net zero by 2040 on a net equity basis, 10 years ahead of NSTD commitments.

·      Ithaca Energy plays an important role in UK energy security, a key focus of the UK Government: Ithaca Energy intends to utilise its significant reserves and operational capabilities to play a key role in delivering security of domestic energy supply from the UKCS. The Company's management believes that its strategy is in line with the UK Government's energy security strategy to maximise economic recovery of the UKCS as part of reducing reliance on imported fossil fuels. This will include Ithaca Energy's operatorship of Cambo, one of the largest pre-FID projects in the UKCS and one of only five oil and gas projects highlighted for accelerated progress in the UK Government's recently announced Growth Plan 2022.

Gilad Myerson, Executive Chairman of Ithaca Energy, said:

"I am incredibly proud of the transformation Ithaca Energy has undergone over the past three years to become one of the UK's leading independent oil and gas companies. Following the Siccar Point acquisition, Ithaca Energy now has material scale and portfolio longevity, with significant growth opportunities.

Our strategy is simple - by buying, building and boosting assets we aim to increase value while generating attractive and sustainable returns to shareholders. Our track record of value creation is exceptionally strong and we have a deeply experienced team in place who will continue to deliver.

Our strategy is aligned with the UK Government's Energy Security Strategy and we are proud to be investing in the UK at a time when domestic energy security could not be more important.

I am very excited for what lies ahead and to welcome new shareholders on board as we continue our journey in the public markets."

Alan Bruce, Chief Executive Officer of Ithaca Energy, said:

"With the opportunities we have ahead of us, there has never been a more exciting time to be leading Ithaca Energy.  

Our mission is to help meet the energy needs of the UK while operating in a sustainable manner. Our goal is to maximise value through the safe, efficient and responsible development and production of our assets.

Our people are core to everything we do and their safety is my number one priority. I would like to thank them all for their continued hard work and ongoing commitment to the business."

Idan Wallace, Chief Executive Officer of Delek Group Ltd. ("Delek"), said:

"Delek has invested a large amount of capital in Ithaca Energy since we acquired it in 2017, delivering significant value for our shareholders.

A London listing is the natural next step, allowing Ithaca Energy to flourish as an independent company with its own capital allocation policy and the potential to generate substantial value for all its shareholders.

I am proud of the work the Ithaca Energy team has done and Delek looks forward to supporting Ithaca Energy as a long-term shareholder."

Potential Offer Highlights

Should Ithaca Energy proceed with an IPO, the current expectation is that:

·      The Company's shares would be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange.

·      The Offer would comprise new ordinary shares to be issued by Ithaca Energy. Ithaca Energy will use the net proceeds of the Offer (in the following order) to (i) repay existing shareholder debt; and (ii) pay the IPO fees and expenses. DKL Energy Limited, an entity ultimately owned by Delek, may also sell existing shares in the Company, subject to the amount of gross proceeds raised. Ithaca Energy will retain no net proceeds from the Offer, with all net proceeds ultimately being received by Delek.

·      Delek would reduce its current ownership stake in Ithaca Energy, based on the gross proceeds raised, but would remain as a controlling shareholder.

·      The Directors believe an Offer and Admission would be a natural progression for Ithaca Energy and will:

o  allow Ithaca Energy to have an independent capital allocation policy that is beneficial to the Company;

o  allow Ithaca Energy to grow organically, return capital to shareholders and pursue a value accretive M&A strategy;

o  provide Ithaca Energy sufficient liquidity to repay existing shareholder debt;

o  create a liquid market in the Company's ordinary shares for all shareholders; and

o  provide Ithaca Energy access to a wider range of capital-raising options that may be of use in the future.

·      Immediately following Admission, the Company intends to have a free float of at least 10% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices.

·      In addition, it is expected that up to a further 15% of the Offer will be made available pursuant to an over-allotment option. Ithaca Energy will not receive any proceeds from the sale of over-allotment shares (all of which will ultimately be received by Delek).

·      Ithaca Energy has engaged Goldman Sachs International ("Goldman Sachs International") and Morgan Stanley & Co. International plc ("Morgan Stanley") to act as Joint Global Co-ordinators, HSBC Bank plc ("HSBC"), Jefferies International Limited and Jefferies GmbH ("Jefferies") and Merrill Lynch International ("BofA Securities") to act as Joint Bookrunners, and ING Bank N.V. ("ING") to act as Co-Lead Manager, in the event the Offer proceeds.

A copy of the Registration Document will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at www.ithacaenergy.com, subject to certain access restrictions.

Access to supplemental information for bona-fide, unconnected research analysts: Unconnected sell side research analysts can obtain additional information, including details of a potential virtual presentation, which may be held by the Company on Thursday 20 October 2022 at 10:00 UK, by emailing Kathryn Reid, Head of Corporate Affairs & Communications, at Ithaca Energy on [email protected] by no later than 12:00 UK on Wednesday 19 October 2022. Ithaca Energy reserves the right to not hold a management presentation.

Summary of Ithaca Energy's Key Strengths

Material scale and longevity

·      Ithaca Energy is one of the largest independent oil and gas companies in the UKCS, ranking second by resources and third by production.

·      Portfolio longevity has been materially enhanced by the acquisition of Siccar Point, as evidenced by a highly competitive reserves to production ratio of 19 years, among the highest in the UKCS.

·      For the six months ended 31 December 2022, subject to certain assumptions, the Group's management estimate average daily production (oil and gas) on a net working interest basis to be c. 76-81 kboe/d, remaining steady at c. 74-80 kboe/d for the year ended 31 December 2023.

·      Ithaca Energy believes that it has sufficient development opportunities within its portfolio to enable production to be increased to over 100 kboe/d in the medium-term.

·      Ithaca Energy has interests in six of the top ten assets by reserves on the UKCS, more than any other player, including significant interests in the two largest undeveloped discoveries in the UKCS, the Cambo and Rosebank fields.

Operating excellence as an established operator focused on safe and efficient operations

·      Ithaca Energy maintains a strong focus on costs. In the short-term average unit operating expenditure per barrel is expected to modestly rise due to current inflation levels, with the Group having a mid-term ambition to reduce average unit operating expenditure per barrel, as its portfolio transitions to earlier life assets, subject to the impact of inflation and hydrocarbon price driven operating costs.

·      Ithaca Energy's operational capabilities are evidenced by the performance track record on the FPF-1 floating production facility which improved from c. 60% to c. 95% production efficiency within six months of it becoming the operator.

·      Safety is at the core of Ithaca Energy's operating excellence, with a Serious Incident Frequency of zero from 2019 to 2022 year to date.

Development expertise and a strong growth pipeline

·      Ithaca Energy has significant development expertise and has undertaken large development programmes focussed around its infrastructure hubs, including the first and second phases of the ongoing pioneering polymer enhanced oil recovery ("EOR") development programme, which aims to maximise recovery rates from Captain, the Alba drilling programme and initiatives at Abigail, Erskine and Vorlich.

·      With Ithaca Energy's blend of assets, the Directors believe that it has a strong pipeline ahead with significant opportunities to organically sustain and grow the Group's reserves, including at the Cambo, Rosebank, Marigold, Fotla, MonArb Area, Isabella and Tornado fields.

·      As operator of its key assets, Ithaca Energy is well positioned to effectively manage the nature, timing and amount of capital expenditure invested in its assets.

Return-oriented business with material cash flow generation to drive growth and shareholder returns

·      Ithaca Energy's diversified, high quality asset base generates strong free cash flow. In the six months ended 30 June 2022, the Group generated net cash from operating activities of c. $989 million (or $81.7/boe) from 66.7 kboe/d (of which c. 64% were liquids).

·      Ithaca Energy's strong cash flow generation has supported a rapid deleveraging trajectory. As at 30 June 2022 the Group's net debt to adjusted EBITDAX ratio was 0.9x.

·      Ithaca Energy protects the balance sheet through an ongoing oil and gas price hedging strategy that aims to provide 75% downside protection whilst giving the Company 50% upside exposure, subject to hedge availability.

·      Ithaca Energy has free cash flow of c. $689 million for the six months ended 30 June 2022, which significantly exceeds its capital expenditure requirements.

·      Ithaca Energy expects that, subject to oil and gas prices, such cash flow will satisfy capital expenditure requirements to maintain current production levels, maintenance of a leverage position below 1.5x net debt to adjusted EBITDAX, deliver shareholder returns, and provide additional financial flexibility and liquidity headroom to facilitate value-accretive growth projects and incremental distributions.

Decarbonisation focus with a well-defined emissions-reduction strategy

·      Ithaca Energy plans to significantly reduce emissions and exceed industry targets by optimising its current portfolio in the short-term and fundamentally transitioning the portfolio over the medium to long-term.

·      Ithaca Energy has developed a goal of reducing its scope 1 and 2 CO₂ and CO₂ equivalent emissions from its operated assets by 25% in 2025 (against a 2019 baseline).

·      Ithaca Energy's medium-term target is to shift to lower emission intensity assets by ceasing production on and decommissioning higher emission intensity assets such as FPF-1 and Alba and bringing on stream lower emission intensity assets such as Rosebank and Cambo.

·      In the long-term, Ithaca Energy is committed to supporting the NSTD and intends to achieve net zero by 2040 (based on the Group's equity interest in all of its fields), ten years ahead of current NSTD commitments.

Experienced management team with proven track record, delivering significant value at pace

·      Ithaca Energy has a high-calibre executive leadership team with significant and diverse UK North Sea oil and gas industry experience.

·      Ithaca Energy has a strong recent track record of identifying, executing and delivering organic growth and value accretive M&A activity having completed four acquisitions in nine months, including the transformative acquisition of Siccar Point.

·      The strong integration capabilities of the management team have also helped to deliver significant synergies and unlock value from acquired portfolios.

·      The management team's expertise extends across all aspects of the exploration and production life cycle with significant experience in exploration, development projects, production and well operations and decommissioning.

Summary of Ithaca Energy's Strategy

Evolve the portfolio by developing projects in the pipeline with a focus on strong economics

·      Ithaca Energy intends to deliver on its strong growth pipeline by advancing its diversified portfolio of developments and expects this to underpin material growth. The key development assets include Cambo and Rosebank, the two largest undeveloped fields in the UK.

·      Ithaca Energy's development opportunities also include the second phase of the Captain EOR programme ("Captain EOR II"). Captain EOR II is sanctioned, on schedule and on budget with the investment having been supported by the first phase of the Captain EOR programme that is delivering ahead of target. The Group is expected to double net production at the field to c. 40 kboep/d and provide gross 2P reserves of c. 28 mmboe. There is a material potential upside with the Captain EOR II activity, with the field having stock-tank oil initially in place of c. 1 billion boe with c. 36% of volumes recovered.

·      Ithaca Energy's pipeline of low-cost developments also includes Marigold and Fotla, with gross 2P reserves plus 2C resources of 29 mmboe and 16 mmboe respectively. These represent potential low-cost developments which are expected to be tied back to existing infrastructure.

Optimise current asset performance through deep operational expertise

·      Leveraging the skills and experience of the Group's geoscience, engineering and commercial teams, Ithaca Energy believes there are further opportunities to optimise the performance of its existing producing assets.

·      Ithaca Energy intends to use established technologies to target increased recovery volumes and maximise the recovery of in-place hydrocarbons. This is evidenced by its use of advanced EOR technology to maximise recovery rates on the operated Captain field. This technology gives Ithaca Energy the potential to enhance resource recovery from the Captain field as well as potentially other fields.

·      Ithaca Energy has a particular focus on maximising production efficiency and uptime initiatives to drive revenue realisation.

·      Ithaca Energy maintains a strong focus on costs and is targeting a reduction in unit operating expenditure per barrel in the medium-term. Ithaca Energy has a mid-term ambition to reduce average unit operating expenditure per barrel, as its portfolio transitions to earlier life assets, subject to the impact of inflation and hydrocarbon price driven operating costs.

·      Ithaca Energy's non-operated assets consist of a diverse portfolio of 24 assets, representing c. 45% of current production. Ithaca Energy works closely and proactively with the field operators and licence partners to identify and drive the execution of opportunities to increase returns and enhance production across the portfolio.

Maximise the Group's value and deliver attractive and sustainable shareholder distributions

·      Ithaca Energy's profitable and resilient asset base provides a foundation to deliver value to shareholders. It generates significant positive free cash flow as a consequence of its material oil and gas production and low unit operating expenditure combined with the self-funded capital expenditures required to sustain and grow production.

·      Ithaca Energy is targeting annualised dividends of 15-30% of post-tax net cash from operating activities through the cycle.

·      In the near-term, Ithaca Energy has a firm expectation of a dividend in respect of the year ending 31 December 2023 of $400 million with an ambition of an annual dividend of $420 million for the year ending 31 December 2024.

Pursue value accretive acquisitions, consolidating the UK North Sea

·      Ithaca Energy intends to continue employing a disciplined approach to evaluating inorganic growth opportunities.

·      Ithaca Energy believes that the UKCS offers various consolidation opportunities through which the Group can continue delivering strategic, high-quality acquisitions which can further enhance its reserves base and maintain the longevity of its business model.

·      Oil majors and larger international oil and gas players are increasingly reallocating capital into new energies to achieve their ESG targets and also prioritising other regions as they look to satisfy reducing corporate production targets.

·      Ithaca Energy believes that there are now few independent operators, of both operational and financial strength and supported by proven M&A execution capabilities and integration expertise, focused on the UK North Sea which can acquire assets from these players.

·      Ithaca Energy believes the balance between the availability of UKCS acquisition opportunities and competition from other operators has moved in the Company's favour and that it is strongly positioned to continue to lead consolidation due to basin expertise, execution capabilities and a strong financial position.

Enquiries

Further Information on the Company

Key Performance Indicators

The Company considers the following metrics to be the financial and operational key performance indicators ("KPIs") used by the Group to help evaluate business performance. In addition to the Group's results determined in accordance with IFRS, the Company believes the KPIs are useful in evaluating the Group's operating performance.

These measures are derived from the Group's internal financial and analytics systems. These KPIs are not defined or recognised under IFRS, UK GAAP or any generally accepted accounting standards and have not been audited or reviewed. These non-IFRS measures and ratios are not measurements of performance or liquidity under IFRS and do not provide a sufficient basis to compare the Group's performance with that of other companies and should not be considered in isolation or as a substitute or alternative to (i) operating profit, (loss) / profit from operations before tax and net finance costs, profit from continuing activities or (loss) / profit attributable to owners of the parent (as determined in accordance with IFRS) as a measure of the operating performance of the Ithaca Energy or the Siccar Point group, (ii) cash flows from operating, investing and financing activities as a measure of the Group's or Siccar Point's ability to meet its cash needs, or (iii) any other measures of performance under IFRS or other generally accepted accounting principles.

Ithaca Energy Key Performance Indicators

Siccar Point Key Performance Indicators

Set out below is a description of the KPIs used by the Group:

·      Adjusted EBITDAX for Ithaca Energy - consists of profit for the period before income tax, net finance costs, put premiums on oil derivative instruments, put premiums on gas derivative instruments, revaluation of forex forward contracts, revaluation of commodity hedges, depletion, depreciation and amortisation, impairment (charge) / reversal, exploration and evaluation expenses, fair value gain / (losses) on contingent consideration, gain on bargain purchase, transaction costs and employee voluntary redundancy programme. Transaction costs and employee voluntary redundancy programme include costs that are not considered to be representative of underlying operations.

·      Adjusted EBITDAX for the Siccar Point group - consists of profit for the period before income tax, net finance costs, unrealised gain / (loss) from hedging, depletion, depreciation and amortisation, impairment charge / reversal, exploration and evaluation expenses and fair value gain / (loss) on contingent consideration.

·      Net debt - consists of amounts outstanding under the Ithaca Energy's RBL facility and its senior unsecured notes less cash and cash equivalents. Net debt does not include intragroup debt arrangements or liabilities represented by letters of credit or surety bonds.

·      The ratio of net debt to Group Adjusted EBITDAX is calculated as net debt as at the end of the period divided by Adjusted EBITDAX for Ithaca Energy as at the end of the corresponding period.

·      The ratio of net debt to LTM Adjusted EBITDAX is calculated as net debt at the end of the last twelve month period divided by Adjusted EBITDAX for Ithaca Energy for the twelve month period ended 30 June 2022.

·      Unit operating expenditure - consists of operating costs (excluding over / underlift) including tariff expense, less tariff income and tanker costs, divided by net total production for the period.

·      Free cashflow for Ithaca Energy - consists of net cash flow from operating activities less net cash used in investing activities and reverse consideration on acquisitions, adding back acquisition of subsidiaries net of cash acquired, and less reverse consideration on acquisitions, bank interest and charges and interest, rate swaps, therefore representing net cash flow of the business before net proceeds of loan repayment, loan drawdown, payment for lease liabilities, bond issue, receipt from issue of equity to Delek, receipt from issue of notes to related company and acquisition of subsidiaries and reverse consideration on acquisitions.

·      Free cashflow for the Siccar Point group - consists of net cash flow from operating activities less net cash used in investing activities, less interest paid on long-term loans.

·      Available liquidity - consists of the sum of cash and cash equivalents on the balance sheet less restricted cash and the undrawn amounts available to the Group using existing approved third-party facilities less restricted cash.

Board of Directors

The following individuals are directors of the Company:

Should the Company proceed with an IPO, the following individuals are expected to be the directors of the board of the Company at Admission:

Gilad Myerson (Executive Chairman)

Mr Myerson has more than 25 years of extensive experience building businesses and driving value creation initiatives together with private equity funds. He joined Ithaca Energy after serving as the COO and building Theramex, a global specialty pharmaceutical company dedicated to women and their health operating in over 50 countries, backed by CVC Capital. Prior to Theramex, Mr Myerson was a Partner at McKinsey & Company where he co-led the Private Equity Practice in EMEA, and served many of the leading US and European private equity funds on acquisition, value capture, transformation and exit of companies, achieving returns of 2-6x multiple of money. Mr Myerson started his career serving as a helicopter pilot in the military and the police force where he led aerial and ground operations as a formation and sector leader. Mr Myerson served as the CFO and CEO of Ithaca Energy during the Group's transformation journey. Mr Myerson has a degree in Bioinformatics from the Bar Ilan University, 2005.

Alan Bruce (Chief Executive Officer)

Mr Bruce joined Ithaca Energy in August 2021 as Chief Operating Officer and in January 2022 assumed the role of Chief Executive Officer. He is passionate about ensuring the safe, efficient, and environmentally responsible operation of the business. Mr Bruce has 20 years of oil and gas experience and, prior to joining Ithaca Energy, he held leadership positions in Subsurface, Operations, Asset Management and Business Planning in the UK, Canada, and Houston with ConocoPhillips. Mr Bruce is a chartered engineer and earned a bachelor's degree in chemical engineering from the University of Edinburgh and a master's degree in petroleum engineering from Imperial College, London.

Iain Lewis (Chief Financial Officer)

Mr Lewis joined Ithaca Energy in July 2022 and has over 20 years of upstream oil and gas finance experience in public practice and the multinational corporate environment. He is a Chartered Accountant who held senior positions with EY in the UK and Canada, leading financial advisory and assurance engagements for upstream oil and gas companies ranging from small cap independents to supermajors. For the past 13 years, Mr Lewis has occupied several executive roles in the Abu Dhabi listed TAQA Group including Group Deputy CFO and Europe CFO overseeing the UK and Netherlands upstream and midstream businesses. He has also been accountable for large scale capital programme governance as the Decommissioning Director for TAQA's multibillion-dollar UK decommissioning programme.

Idan Wallace (Non-Executive Director)

Mr Wallace was appointed as CEO of Delek in January 2020, after previously serving as CEO of Tshuva Group, a group of private companies owned by Yitzhak Tshuva, the controlling shareholder of Delek. Mr Wallace also served as a director in a number of leading companies in the energy, real estate and media sectors and currently serves as a director in certain subsidiaries of Delek (including New Med Energy). Mr Wallace has a degree in law from Tel Aviv University and is a Member of the Israel Bar.

John Mogford (Senior Independent Director)

Mr Mogford has significant global executive experience, including in oil and gas, capital allocation discipline, commodity value chains and health, safety and environment. The majority of his career has been spent in various leadership, technical and operational roles, including Managing Director and an Operating Partner of First Reserve, a large global energy focused private equity firm, from 2009 until 2015, during which he served on the boards of First Reserve's investee companies, including as Chair of Amromco Energy LLC and White Rose Energy Ventures LLP. Mr Mogford is currently an independent non-executive director of BHP Group Limited, an international resources company. Mr Mogford retired from the boards of Weir Group Plc and one of First Reserve's portfolio companies, DOF Subsea AS, in 2018, and was also formerly on the board of ERM Worldwide Group Limited. Mr Mogford is a fellow of the Institute of Mechanical Engineering.

Deborah Gudgeon (Independent Non-Executive Director)

Ms Gudgeon qualified as an ACA accountant at PwC (Coopers & Lybrand) before spending eight years as Finance Executive with the Africa-focused mining and trading group Lonrho plc. Ms Gudgeon subsequently held positions with Deloitte, BDO, Gazelle Corporate Finance and Penfida Limited. Ms Gudgeon has significant experience in acting as an independent non-executive director having held that position at Petra Diamonds Limited, Evraz plc, Highland Gold Mining Limited and Acacia Mining plc. As well as being an independent non-executive director, Ms Gudgeon was also chair of the audit committee for each of these entities.

Lynne Clow (Independent Non-Executive Director)

Ms Clow is an experienced HR and operational director who has worked extensively in the UK and abroad, across a variety of sectors. She is a graduate of Strathclyde and Napier Universities who has most recently worked in the energy sector for KCA Deutag, an Aberdeen based oil and gas company. In February 2022, Ms Clow was appointed by the Minister for Transport, Jenny Gilruth MSP,as a Non-Executive Director of the Board of Highlands and Islands Airports Limited for a three year term. Ms Clow is also a member of the children's panel in Scotland and a member of the Remuneration Committee for Robert Gordons University.

Assaf Ginzburg (Independent Non-Executive Director)

Mr Ginzburg is currently the chief financial officer of Ormat Technologies, a global operator and developer of renewable energy electricity projects which offers geothermal, recovered energy, energy management and storage solutions. Since 2004 until May 2020, Mr Ginzburg has held a number of senior positions at Delek US Holdings, Inc and Delek Logistics Partners LP, including EVP and chief financial officer. Prior to this, Mr Ginzburg was a member of the boards of directors for each of Alon USA Energy and Delek Logistics Partners LP. Mr Ginzburg has a B.A in accounting and economics from Tel Aviv university.

Important Legal Information

This announcement has been prepared by, and is the sole responsibility of, Ithaca Energy Limited and has been approved by Goldman Sachs International solely for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA"). Goldman Sachs International is acting for Ithaca Energy Limited and no-one else and will not be responsible for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the proposed offer to any other person. Goldman Sachs International can be contacted at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU, United Kingdom.

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. The Group may decide not to proceed with the possible IPO and there is, therefore, no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia ("United States")), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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. Neither this announcement, nor anything contained in the Registration Document referred to herein constitutes a prospectus, and shall not form the basis of or constitute any offer or invitation to sell or issue, or any invitation or solicitation of any offer to purchase or subscribe for any Shares or any other securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, the Republic of South Africa or Japan, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefore.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the 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 offering of the securities in the United States.

This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may 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, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group.  Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity, production, reserves or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as at the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Each of the Company, Goldman Sachs International, Morgan Stanley (together the "Joint Global Co-ordinators" or the "JGCs"), BofA Securities, HSBC, Jefferies, ING (and, together with the Joint Global Co-ordinators, BofA Securities, HSBC and Jefferies, the "Banks") and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise.

Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Group may decide not to go ahead with the possible IPO and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. Neither this announcement nor the Registration Document referred to herein constitutes a recommendation to purchase Shares. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; or (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

Each of Goldman Sachs International, Morgan Stanley, BofA Securities and HSBC is authorised by the Prudential Regulatory Authority and regulated by the FCA in the United Kingdom. Jefferies International Limited is authorised and regulated by the FCA in the United Kingdom and Jefferies GmbH is authorised and regulated by Bundesanstalt für Finanzdienstleistungsaufsicht. ING is directly supervised by the European Central Bank as part of the Single Supervisory Mechanism and regulated by De Nederlandsche Bank and the Dutch Autoriteit Financiële Markten. Each of the Banks is acting exclusively for the Company and no one else in connection with the possible IPO and will not regard any other person as a client in relation to the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the possible IPO or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates or any of their or their respective affiliates' directors, personally liable partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Ithaca Energy Limited, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Banks and each of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. No representation or warranty express or implied, is made by the Banks or any of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.