🕐16.05.13 - 10:27 Uhr

OLD PARK LANE CAPITAL HIGHLIGHTS RANGE RESOURCES PROPOSED MERGER WITH INTERNATIO
NAL PETROLEUM LIMITED



Good morning, Please see attached a research note from Old Park Lane Capital regarding Range Resources. As announced on 24 April 2013, Range has conditionally agreed to merge with International Petroleum Limited (IOP), an oil & gas exploration and production company listed on the National Stock Exchange (NSX) in Australia.

IOPs key assets include five production and development projects in Russia and potentially exciting exploration upside in Niger and Kazakhstan. The merged groups core strategy will focus on ramping up production in Trinidad and Russia enabling cash flow to fund exploration activity in Niger and Puntland in the longer term.

With the likelihood that Range will also reduce its commitments in several non-core regions, we believe that a considerably leaner entity will attract a re-rating of the shares. The full press release is pasted below. Best regards, Lottie [cid:image001.png@01CE5216.BE7FD590] RANGE RESOURCES PROPOSES TO UNDERTAKE STRATEGIC MERGER WITH INTERNATIONAL PETROLEUM Highlights: ** Range proposes to merge with International Petroleum on a ratio of three Range ordinary shares for every two International Petroleum ordinary shares (3:2 basis) subject to various conditions, including final due diligence and regulatory approvals; ** Based on Ranges current share price (on the AIM market), this values International Petroleum at approximately A$105 million; ** International Petroleum holds highly prospective assets in Russia, Kazakhstan, and Niger with total 3P Reserves of 233 mmbbls of oil and best estimate prospective resources of 761 mmbbls of oil and 157 Bcf of gas; ** The merger will create a leading ASX & AIM listed oil and gas company with a strong production growth profile from the ongoing development of its significant reserves and resources base.

The key near term focus of the merged entity will be the expansion and development of the projects in Trinidad, Russia and onshore Africa; ** The merged entity would hold estimated 1P, 2P and 3P reserves of 23.6 mmbbls, 100 mmbbls and 264 mmbbls of oil respectively, and best estimate prospective resources of 802 mmbbls of oil and 156 Bcf of gas; ** Combined current production for the merged entity would be approximately 1,000 bopde, with a target of increasing production to 10,000 bopde from conventional operations and an additional 3,000 bopde from unconventional operations by the end of 2015; ** The company will be looking to appoint Mr Chris Hopkinson as a Managing Director of the merged entity.

Mr Hopkinson is currently CEO of International Petroleum and has over 23 years experience in the oil and gas industry, including senior management positions with BG Group, TNK-BP, Yukos, Imperial Energy Corporation PLC, and Lukoil; ** Subject to further considerations, the merger will be undertaken by way of either an off-market takeover offer by Range to International Petroleum shareholders or a proposed scheme of arrangement under Australian laws; ** The board of International Petroleum have unanimously agreed to recommend the proposed merger in the absence of a superior proposal; and ** Range has received commitments to a A$20 million placement to major funds and institutions and agreed to provide US$15 million to International Petroleum Limited by way of a secured loan over International Petroleums Russian assets. Range Resources Limited ("Range" or "the Company") is pleased to announce its intention to undertake a strategic merger with International Petroleum Limited ("International Petroleum"), a company listed on the National Stock Exchange ("NSX") in Australia. Key assets for the merged entity will include: TRINIDAD Range Resources holds 100% in three onshore production licenses and fully operational drilling subsidiary in Trinidad.

Current, independently assessed proved (1P) reserves in place of 17.5 MMbls, and proved, probable and possible (3P) reserves of 25.2 MMbls and an additional 40.5 MMbls of unrisked best estimate prospective resources.

Current production across the fields stands at circa 800 bopd, with a number of activities currently underway (utilising Ranges own drilling and workover equipment) aimed at increasing conventional production to 6,000 bopd in 2015 along with 3,000 bopd from the Companys waterflood projects. RUSSIA International Petroleum holds interests in five projects in Russia, namely the Kransnoleninsky Project (75%), Yuzhno-Sardakovsky Project (100%), Zapadno-Novomolodezhny Project (100%), Yanchinsky Project (100%) and Druzhny Project (75%). In the period from August 2012 to December 2012, International Petroleum produced 25,000 barrels of oil from well number 52 at the Zapadno - Novomolodezhny Project at an average flow rate of 197 bopd, which is projected to increase to 300 bopd with a planned pump upgrade this quarter. Following the planned completion of 16 km of pipeline during Q4 2013 / Q1 2014, an additional 10 wells are proposed to be put into production, which are projected to increase production by a further 4,000 bopd.

An additional 20 well targets have been mapped, providing excellent potential to further increase production. NIGER In December 2012, International Petroleum was awarded Production Sharing Contracts ("PSC") over four highly prospective licenses in the south east of Niger: Manga 1, Manga 2, Aborak and T�n�r� Ouest, covering a combined area of over 70,000 km2. The Blocks are located in the highly sought-after West African Rift Subsystem, which is a component of the Western Central African Rift System and include parts of the Termit and NDgel Edgi rift basins.

Recently increased activities by a range of international organisations have highlighted the significant untapped potential of this vastly underexplored region. Further details on the assets of International Petroleum and Range are set out in the Appendix. Peter Landau, Executive Director of Range Resources, commented: "Range Resources and International Petroleum have excellent project and management synergies, with advanced oil & gas projects across Eastern Europe, Trinidad, Central Asia, Latin America and Africa.

The merged entity will have solid oil and gas production that is targeted to increase substantially, backed by a considerable reserve and resource base.

The proposed Managing Director, Mr Chris Hopkinson has immense technical and operational experience which will drive the merged companys production growth in the short and medium term. International Petroleums production assets in Russia will complement our own core Trinidad assets in building a very significant production base to grow from.

International Petroleums recently acquired assets in the African nation of Niger will also be a strong exploration upside fit with our own portfolio of large potential onshore projects. The merger will build a stronger, more robust company with greater financial and technical resources, with a particular focus on applying its onshore exploration and development expertise to growing production from its pipeline of projects.

We will be able to share people and technical resources in order to maximise returns for our shareholders.

Range will also provide International Petroleum shareholders with greater liquidity by our dual listings on the Australian Stock Exchange and AIM market in London.

We feel confident that our respective shareholders will be excited by the value creating opportunities that will be generated through this transaction." PRINCIPAL TERMS OF THE TRANSACTION Range has conditionally agreed with the Board of Directors of International Petroleum to merge with International Petroleum utilising a ratio of three (3) RRS ordinary shares for every two (2) IOP ordinary shares (3:2 basis).

The merger would be undertaken by way of Range acquiring all the issued capital of International Petroleum.

Subject to various conditions, this would be done through either an off-market scrip takeover offer to International Petroleum shareholders or a proposed scheme of arrangement to be voted on by International Petroleum shareholders. The International Petroleum board have agreed to support and recommend the Range proposal in the absence of a superior proposal. The merger places a value of approximately A$105 million on International Petroleum. CONDITIONS OF MERGER The merger proposal is intended to be made subject to the following conditions: a.

If undertaken by way of an off-market takeover bid, minimum acceptance by International Petroleum shareholders of 51% or if undertaken by way of scheme of arrangement, the necessary approval from International Petroleum shareholders at an Extraordinary General meeting; b.

Confirmatory due diligence by Range on International Petroleum and its assets; c.

An acceptable Relationship Agreement being entered into with Mr Frank Timis, a director and the major shareholder in International Petroleum, with a current 37.7pc shareholding via Safeguard Management Limited.

As a result of the proposed merger, Mr Timis would ordinarily end up with a shareholding of approximately 14% in the enlarged Range.

The Relationship Agreement with Mr Timis will be entered into pursuant to which (i) Mr Timiss shareholding in Range at the time of completion of the proposed merger transaction will be below 10% through a sell down or other arrangement, and (ii) Mr Timis will not seek to appoint any directors to the board of Range or otherwise influence or become involved in the management of Range.

The precise terms of such Relationship Agreement are yet to be agreed but will be disclosed in the proposed takeover or scheme documentation. d.

All necessary consents and approvals for the Transaction (if any) including any regulatory approvals; e.

Range maintaining its ASX and AIM listings; and f.

Range completing a capital raising of A$20 million at A$0.059 (GB�0.04) and providing US$15 million to International Petroleum Limited by way of a secured loan over the Russian assets (see below). PROPOSED BOARD STRUCTURE The proposed merger would also be made on the basis that two directors from International Petroleum, Mr (Simon) Christopher Hopkinson and Mr Pierre Godec, would be invited to join the Range board on completion of the merger.

The composition of the board of the new entity would then comprise: i.

Sir Sam Jonah (current Range Non-Executive Chairman) ii.

Chris Hopkinson (current International Petroleum Director and proposed Managing Director) iii.

Peter Landau (current Range Executive Director) iv.

Anthony Eastman (current Range Finance Director) vi.

Pierre Godec (current International Petroleum Non-Executive Director); vii.

Marcus Edwards Jones (current Range Non-Executive Director) The proposed Managing Director appointee, Mr Chris Hopkinson is a Petroleum Engineer with over 23 years experience in the oil and gas industry.

He is currently CEO and Executive Director of International Petroleum and previously worked for BG Group where he was Senior Vice President of North Africa.

Before that, Mr Hopkinson spent eight years working in Russia, four of which as CEO of Imperial Energy Corporation PLC, which was originally listed on AIM but moved up to the London Stock Exchange main board and entered the FTSE 250 index, and in senior management positions for TNK-BP, Yukos and Lukoil.

Mr Hopkinson started his career with Shell working in various locations worldwide. The proposed Non-Executive Director appointee, Mr Pierre Godec, has 40 years experience in the international oil industry.

He spent 32 years with Groupe Elf Aquitaine (Elf), having held senior positions at Elf in the UK, Russia, France, USA, Canada, Kazakhstan, Nigeria and Norway.

Between 2000 and 2004, Mr Godec worked as an independent international consultant with companies such as McKinsey, Accenture and Northern Oil.

He was a Non-Executive Director of Imperial Energy Corporation plc from July 2004 until its acquisition by ONGC Videsh Limited in January 2009.

Currently, Mr Godec is a director of Petrolia E&P Holdings plc and Petroresources Ltd, which are both energy companies controlled by the Larsen Group, and he is President of the French Trade Board in Cyprus.

He is a Chevalier de la Legion dHonneur, Chevalier de lOrdre National du Merite, and a Fellow of the Energy Institute in London. The appointments of Mr Hopkinson and Mr Godec to the Range board would also be subject to due diligence checks and on the agreement of acceptable service contracts.

Details of such service contracts are expected to be agreed and disclosed in the proposed takeover or scheme documentation. PLACEMENT The Company has received commitments from a number of institutional investors to raise approximately A$20 million through the issue of 338.983m Range ordinary shares at an issue price of �0.04 per share (A$0.059) along with an attaching unlisted warrant for every two shares subscribed for (�0.04, 30 April 2016) with the warrants subject to shareholder approval.

Application will be made for the Placement shares to be admitted for trading on the ASX and AIM markets, with trading in the Placement shares to commence on AIM on or around 29 April 2013. Funds raised through the Placement will be used to fund a secured loan to International Petroleum (see below) and for operational and working capital requirements. With respect to the placement, the Company provides the following information under ASX Listing Rule 3.10.5A: a) A total of 235,762,761 shares are to be issued pursuant to Listing Rule 7.1A - representing 8.26% of the post placement capital; b) The Company considered the placement as the most efficient and expedient method for raising the funds required given that it was a condition of moving forward with the International Petroleum deal whilst at the same time introducing further institutional support to the share register; c) The placement was not underwritten; and d) A 6% fee along with 6% unlisted options (�0.04p, 30 April 2016) is payable on the placement. ADVANCE OF FUNDS TO IOP Range has agreed to advance a total of US$15 million to International Petroleum by way of a secured loan in the coming days.

International Petroleum will use these monies to repay debt and meeting working capital requirements.

Security will be provided over International Petroleums Russian assets. The loan will bear a coupon interest rate of 8% per annum and in the event that the proposed merger is not completed, will be repayable within 12 months. EFFECT ON THE CAPITAL AND SHAREHOLDER STRUCTURE OF RANGE The pro forma capital structure of Range after the proposed merger is as follows: Number of Shares Percentage Existing International Petroleum Shares on Issue 1,176,262,031 Existing Range Shares on Issue - post $20m placement (see above) 2,924,900,578 62.4% New Range Shares to be issued to International Petroleum shareholders (on 3:2 basis) 1,764,393,047 37.6% Total Range Shares on issue post transaction 4,689,293,625 100%
INDICATIVE TIMING OF FORMAL TAKEOVER BID OR SCHEME PROPOSAL Range anticipates that it will be in a position to provide details of the structure of the merger proposal (i.e.

takeover bid or proposed scheme of arrangement) together with an agreed takeover bid or merger implementation agreement within approximately four weeks.

This would contain an agreed target timetable for the merger transaction.

The preparation of the formal bid or scheme documentation would then be finalized as quickly as practicable for sending to International Petroleum shareholders. EFFECT ON THE EARNINGS AND FINANCIAL POSTION OF RANGE For the year ended 31 December 2012, International Petroleum generated revenue of US$0.1 million and a loss before income tax of approximately US$9.8 million.

This compares with Ranges full year revenue of approximately US$31 million and loss before tax of approximately US$12 million for the year ended 30 June 2012. As at 31 December 2012, International Petroleum has net assets of approximately US$123 million and total borrowings of around US$30 million.

This compares to Ranges net assets of approximately US$161 million and total borrowings of approximately US$11 million at 31 December 2012. RESUMPTION OF TRADING IN RANGE SHARES Trading in Range shares on both the ASX and AIM markets is expected to resume after release of this announcement. PROJECT UPDATE Range will look to provide updates in the coming days with respect to Trinidad operations, drawdown on the production financing facility and completion of the sale of the Companys Texas interests. Yours faithfully Peter Landau Executive Director Contacts Range Resources Limited Peter Landau Tel: +61 (8) 9488 5220 Em: RFC Ambrian Limited (Nominated Advisor) Old Park Lane Capital (Joint Broker) Stuart Laing Michael Parnes Tel: +61 (8) 9480 2500 Tel: +44 (0) 207 493 8188 Fox-Davies Capital Limited GMP Securities Europe LLP (Joint Broker) Daniel Fox-Davies / Richard Hail James Pope Tel: +44 (0) 203 463 5000 Tel: +44 (0) 207 647 2800 PPR (Australia) - Public Relations David Tasker Tel: +61 (8) 9388 0944 Em:
APPENDIX All figures in MMboe Gross Oil Reserves Range/ IOPs Net Attributable
Project 1P 2P 3P Interest 1P 2P 3P Oil & NGL RANGE Texas - NCR 16.4 25.2 35.3 20-25% 2.2 3.4 4.8 Texas - ETCV 1.0 1.6 3.3 22% 0.2 0.3 0.6 Trinidad 17.5 20.2 25.2 100% 17.5 20.2 25.2 Guatemala ** 2.3** ** 21-24% ** 0.48-0.55** **
TOTAL RANGE 34.9 47.0 63.8 19.9 23.9 30.6
INTERNATIONAL PETROLEUM Russia - Krasnoleninsky
Vostochno / Kamskoye Field 0.1 5.3 61.5 75% 0.1 4.0 46.1
Yanglotskoye Field 1.2 4.7 34.8 75% 0.9 3.5 26.1
Russia - Yuzhno-Sardakovsky 0.4 56.7 97.7 100% 0.4 56.7 97.7 Russia - Zapadno-Novomolodezhny 2.3 11.9 63.6 100% 2.3 11.9 63.6 Russia - Druzhny 0.0 0.0 0.0 75% 0.0 0.0 0.0 Kazakhstan - Alakol 0.0 0.0 0.0 50% 0.0 0.0 0.0
TOTAL INTERNATIONAL PETROLEUM 4.0 78.6 257.6 3.7 76.1 233.5
Total Oil & Liquids 38.9 125.6 321.4 23.6 100.0 264.1 Gas Reserves Texas - NCR 106.0 162.7 228.0 20-25% 11.7 18.1 25.4
TOTAL RANGE 106.0 162.7 228.0 11.7 18.1 25.4
INTERNATIONAL PETROLEUM
0.0 0.0 0.0 0.0 0.0 0.0
TOTAL INTERNATIONAL PETROLEUM 0.0 0.0 0.0 0.0 0.0 0.0
Total Gas Reserves 106.0 162.7 228.0 11.7 18.1 25.4
Figure 1- Combined Range and International Petroleum Oil and Gas Reserves
INTERNATIONAL PETROLEUM ASSETS OVERVIEW RUSSIA Kransnoleninsky Project: 75% equity interest in the exploration rights over four blocks, covering a total area of 1,467 km�, located in the Khanty-Mansiysk Autonomous Region (the largest oil-producing region of Russia) in Western Siberia.

During 2011, the Company drilled two exploration wells in the Krasnoleninsky Project and discovered commercial quantities of oil in both wells and registered these two oil fields as the Vostochno-Kamskoye field and the Yanlotskoye field. Yuzhno-Sardakovsky Project: 100% equity interest in a licence over the Yuzhno-Sardakovsky field for geological study of subsoil, prospecting and extraction of oil and gas in the Khanty-Mansiysk Autonomous Region in Western Siberia. Zapadno-Novomolodezhny Project: 100% equity interest in a licence over the Zapadno-Novomolodezhny field for geological study of subsoil, prospecting and extraction of oil and gas in the Khanty-Mansiysk Autonomous Region in Western Siberia. Druzhny Project ("Tomsk Exploration Licence"): 75% equity interest in an exploration licence in the Tomsk region of Western Siberia. KAZAKHSTAN Alakol Project: 50% interest in an early stage project covering 24,649 km� in eastern Kazakhstan, which borders the western boundary of the Peoples Republic of China.







Products & Services | Jobs