Exclusivity Agreement for a potential transformational combination with Eni S.p.A.’s UK Business

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR AND PROSPECTUS IN RELATION TO THE COMBINATION DESCRIBED IN THIS ANNOUNCEMENT WILL EACH BE PUBLISHED IN DUE COURSE AS REQUIRED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 March 2024

Ithaca Energy plc ("Ithaca Energy" or the "Company")

Exclusivity Agreement for a potential transformational combination with Eni S.p.A.’s UK Business

Ithaca Energy, a leading independent oil and gas operator in the UK North Sea, today announces that it has entered into an exclusivity agreement (the “Exclusivity Agreement”) in relation to a potential transformational combination with substantially all of Eni S.p.A.’s (“Eni”) UK upstream assets including the recently acquired Neptune Energy assets, excluding certain assets including Eni’s CCUS and Irish sea assets (the “Potential Combination”).

Pursuant to the Exclusivity Agreement, Eni has granted Ithaca Energy exclusivity in respect of the assets, the subject of the Potential Combination, for a period of 4 weeks from the date of this announcement. Ithaca Energy and Eni have entered into the Exclusivity Agreement to allow time to separately progress the contractual documentation required in connection with the Potential Combination.

Key highlights of the Potential Combination

• Eni will contribute its UK business in exchange for the issuance of new Ithaca Energy shares to Eni, with Eni anticipated to hold between 38% and 39% of the enlarged issued share capital of Ithaca Energy following completion
• Eni has a well-diversified asset base across 4 key hubs: Elgin Franklin, J-Area, Cygnus and Seagull; Ithaca Energy is already a partner in the Elgin Franklin and Jade fields
• Eni’s UK business had 2023 pro forma production of 40-45 kboe/d and 2P reserves of c.100 mmboe as at 31 December 2023[1]
• The Potential Combination would represent a value-accretive opportunity for Ithaca Energy’s shareholders, supporting delivery of the Company’s Buy, Build and Boost strategy
• The Potential Combination would:
  • Add significant scale and diversification to Ithaca Energy’s business: Significantly growing pro forma production to above 100 kboe/d, creating the 2^nd largest independent operator in the UKCS by production[2]
  • Create a leading UKCS portfolio: Enhancing Ithaca Energy’s status as the largest independent operator by resource, holding stakes in 6 of the 10 largest fields[3]
  • Enable material future growth for Ithaca Energy: Boost near term cash flows to unlock growth from Ithaca Energy’s development projects whilst supporting shareholder returns
  • Create a long-term strategic partnership with Eni: Eni would become a major shareholder in the enlarged group supportive of delivery of Ithaca Energy’s Buy, Build and Boost strategy. It is contemplated that Ithaca Energy would have access to Eni’s leading technical expertise to drive future growth

Ithaca Energy anticipates that the Potential Combination will require shareholder approval as a Class 1 transaction. Additionally, as Eni will hold between 38% and 39% of the voting rights of Ithaca Energy at completion of the Potential Combination, a mandatory offer would normally be required under Rule 9 of the UK Code on Takeovers and Mergers (the “Takeover Code”). However, given that Delek will still hold shares carrying more than 50% of the voting rights following completion of the Potential Combination, the UK Panel on Takeover and Mergers (the “Panel”) have granted a dispensation from Rule 9 pursuant to note 5 (b) of Rule 9 under the Takeover Code. Accordingly, completion of the Potential Combination will not be conditional upon and will not require approval by Ithaca Energy’s independent shareholders in relation to a Rule 9 waiver.

Although the discussions are at an advanced stage, there can be no certainty that a Potential Combination will occur, nor as to the final terms or timing on which a Potential Combination might be concluded.

Further announcements will be made if and when appropriate.

The information contained within this announcement is deemed by Ithaca Energy to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). By the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for making this announcement on behalf of Ithaca Energy is Julie McAteer, General Counsel and Company Secretary.

Note to editors:

About Ithaca Energy plc

Ithaca Energy is a leading UK independent exploration and production company focused on the UK North Sea with a strong track record of material value creation. In recent years, the Group has been focused on growing its portfolio of assets through both organic investment programmes and acquisitions and has seen a period of significant M&A driven growth centred upon two transformational acquisitions in recent years. Today, Ithaca Energy is one of the largest independent oil and gas companies in the United Kingdom Continental Shelf (the "UKCS"), ranking second by resources.

With stakes in six of the ten largest fields in the UKCS and two of UKCS's largest pre-development fields, and with energy security currently being a key focus of the UK Government, the Group believes it can utilise its significant reserves and operational capabilities to play a key role in delivering security of domestic energy supply from the UKCS.

Ithaca Energy serves today's needs for domestic energy through operating sustainably. The Group achieves this by harnessing Ithaca Energy's deep operational expertise and innovative minds to collectively challenge the norm, continually seeking better ways to meet evolving demands.

Ithaca Energy's commitment to delivering attractive and sustainable returns is supported by a well-defined emissions-reduction strategy with a target of achieving net zero by 2040.

Ithaca Energy plc was admitted to trading on the London Stock Exchange (LON: ITH) on 14 November 2022.

IMPORTANT INFORMATION

The information contained in this announcement is for information purposes only and does not purport to be complete. The information in this announcement is subject to change.

This announcement has been prepared in accordance with English law, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

No person has been authorised to give any information or make any representations to shareholders with respect to the Combination other than the information contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of Ithaca Energy, the Ithaca Energy directors, Eni or the Eni directors, Delek or the Delek directors or any other person involved in the Combination. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Market Abuse Regulation and the FCA's Disclosure Guidance and Transparency Rules and Listing Rules, the delivery of this announcement shall not create any implication that there has been no change in the affairs of Ithaca Energy, Eni or Delek since the date of this announcement or that the information in this announcement is correct as at any time subsequent to its date.

Jefferies International Limited (“Jefferies”) is authorised and regulated in the United Kingdom by the FCA. Jefferies is acting exclusively as Sponsor and financial adviser for Ithaca Energy and no one else in connection with the Combination and the matters referred to in this announcement, and will not regard any other person as a client in relation to the Combination or this document and will not be responsible to anyone other than Ithaca Energy for providing the protections afforded to its clients, or for providing advice, in relation to the Combination or this document or any other Combination, arrangement or matter referred to in this document. Neither Jefferies nor its parent nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not its client in connection with this announcement, any statements contained herein or otherwise.

Goldman Sachs International (“GSI”), is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. GSI is acting as Corporate Broker for Ithaca Energy plc and no one else in connection with the Combination and the matters referred to in this announcement, and will not regard any other person as a client in relation to the Combination or this document and will not be responsible to anyone other than Ithaca Energy for providing the protections afforded to its clients, or for providing advice, in relation to the Combination or this document or any other Combination, arrangement or matter referred to in this document. Neither GSI nor its parent nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not its client in connection with this announcement, any statements contained herein or otherwise.

The contents of this announcement are not to be construed as legal, business or tax advice. Each shareholder should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

Percentages in tables have been rounded and accordingly may not add up to 100 per cent. Certain financial data have also been rounded. As a result of this rounding, the totals of data presented in this press release may vary slightly from the actual arithmetic totals of such data.

Forward-looking statements

Certain statements in this announcement are forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward looking terminology including the terms "believes", "expects", "estimates", "anticipates", "intends", "may", "will" or "should" or in each case, their negative, or other variations or comparable terminology. These forward-looking statements reflect Ithaca Energy's or Eni's current expectations concerning future events and speak only as of the date of this announcement. They involve various risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Ithaca Energy Group, the Eni Group, the Combined Group, third parties or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such risks, uncertainties and other factors include, amongst other things, general economic and business conditions, industry trends, competition, changes in regulation, currency and commodity price fluctuations, the Ithaca Energy Group's, the Eni Group's or the Combined Group's ability to recover its reserves or develop new reserves and to implement expansion plans and achieve cost reductions and efficiency measures, changes in business strategy or development and political and economic uncertainty. There can be no assurance that the results and events contemplated by these forward-looking statements will in fact occur.

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Ithaca Energy Group, the Eni Group or the Combined Group, as appropriate, for the current or future years would necessarily match or exceed the amount set out in any forward-looking statement or historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Ithaca Energy Group, the Eni Group or the Combined Group, as appropriate.

[1] Wood Mackenzie

[2] Wood Mackenzie

[3] Wood Mackenzie