Slides
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Strategic acquisition of Offshore Canada assets ITHACA ENERGY PLC | 5 OCTOBER 2026
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ITHACA ENERGY PLC 2 Strategic international basin entry into Offshore Canada supports Group’s vision for ‘Scale. Stability. Strength.’ ITHACA ENERGY PLC SCALE STABILITY STRENGTH 140 - 150 kboe /d Builds scale and diversification over two key operating hubs, supporting enhanced Group production potential with targeted production of 140 - 150 kboe /d 1,2 in the medium - term ~$8/ boe Transformational acquisition of operated Terra Nova field and non - operated White Rose Area from Suncor Energy for $86 0 million (effective date of 1 July 2026), financed by new and existing debt facilities Adds long - life, low - decline 2P reserves, with significant upside resource potential at highly attractive transaction metrics Acquisition expected to be immediately cash flow and dividend accretive, underpinned by near - term production growth from West White Rose >20% INVESTMENT METRICS ($/2P BOE 1 ) EST. PRODUCTION CAGR ‘26 - 30 1 MEDIUM - TERM PRODUCTION OUTLOOK 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor 2. NSAI CPR as of 31 December 2025
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ITHACA ENERGY PLC ITHACA ENERGY PLC 3 Denotes acquired field Jeanne D’Arc Basin Anticosti Basin Maritimes Basin Sydney Basin Newfoundland Nova Scotia New Brunswick Maine Quebec Labrador Halifax St. John’s [mappe d area] White Rose – 39 - 40% non - operated field 3 Terra Nova – 48% operated field Mappedarea Nova Scotia Transformational acquisition of stakes in operated Terra Nova and non - operated White Rose fields Neighbouring field Hebron Hibernia Bay du Nord Sable Deep Panuke 17 YEARS 2P RESERVE: PRODUCTION RATIO 1 35 - 40 KBOE/D ESTIMATED PEAK 2P PRODUCTION IN 2029 1 ~200 MMBOE ADDITIONAL RESOURCE POTENTIAL 1 103 MMBOE 2P RESERVES ESTIMATE 1 #5 LARGEST OPERATOR IN BASIN 2 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor 2. Source: Wood Mackenzie, Ithaca Energy Estimate based on 2027E production 3. 40% non - operated interest in the White Rose Existing Lands, and a 38.6% non - operated interest in the White Rose Growth Lands ~30 KBOE/D AVERAGE 5 YEAR 2P PRODUCTION (2027 - 2031) 1
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ITHACA ENERGY PLC 4 Delivering our Next Era of growth, as Ithaca Energy continues its transformational journey 1ST TRANSFORMATION 2ND TRANSFORMATION EXECUTING OUR NEXT ERA OF GROWTH, BUILDING ‘SCALE. STABILITY. STRENGTH.’ IN TWO CORE REGIONS THE BEGINNING Sustain and optimise producing assets Unlock unsanctioned projects Consolidation in core UKCS market Building one of the largest independent operators in the UKCS with technical operating depth supporting a successful IPO Combining to create a UKCS operator of material scale with global technical depth via TSA with an enhanced platform for growth A platform for inorganic growth in the UKCS with single hub asset development (GSA) Delivering growth in line with our strategy: Unlocking the Group’s long - term organic growth potential and delivering value - accretive M&A, in the UKCS and internationally PILLAR 2 PILLAR 1 PILLAR 3 PILLAR 4 Focused international expansion Package of assets from
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ITHACA ENERGY PLC 5 Expansion delivers on all strategic investment parameters International expansion guided by clear parameters focused on delivering ‘Scale. Stability. Strength.’ What we said: Inorganic growth strategy focused on… Delivering both value - based growth and yield Retaining our focus, with scale delivered in no more than three regions Delivering balance across the oil and gas lifecycle to provide sustainable production and cash flows Maintaining ceiling leverage position of <1.25x ) , in line with our capital allocation policy Regions offering further M&A expansion opportunities to ensure sustainability and scale Regions offering stable fiscal and regulatory regimes to support continued investment What we delivered: Expansion aligned with investment parameters… Highly cash generative portfolio , supporting distributions and growth Strategic basin entry focused on adding scale in one key basin of interest , with strong basin similarities Enhances asset diversification, with near - term production growth from de - risked investment and significant organic optionality Financed via a combination of existing and new facilities, comfortably within leverage parameters Platform for follow on M&A in North America, that can meaningfully increase scale over time Stable fiscal and regulatory regime , with strong support for investment in the region
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To change the background image: Right - click the slide > Format Background > Picture or texture fill > Picture Source > Insert… b rowse to your chosen image, click Open. Clear strategic rationale
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ITHACA ENERGY PLC 7 Transformational strategic basin entry into Offshore East Coast Canada • Execution of international expansion strategy enhances portfolio scale, diversification and exposure to premium Northern OECD barrels • Disciplined and transformational entry into a well - understood basin, with many similar characteristics to UKCS • Attractive fiscal and regulatory regime with pragmatic federal and provincial government, providing strong support for further investment and development in the basin • Shallow water, long - life conventional oil assets with significant operating history, located in a well - developed, low - complexity operating environment • Basin similarities play to Ithaca Energy’s expertise and capabilities, including operating FPSOs • Long - life assets with 2P reserves life of 17 years 1 and estimated average 2P production of ~30 kboe /d over 2027 - 31 2 • Material recent investment across the portfolio, including FPSO refurbishments, provides solid foundation for next phase of field development • Secures access to high - calibre operatorship credentials upon basin entry, with proven track record of delivering safe, environmentally responsible and efficient operations in Offshore East Coast of Canada • Extensive history of and expertise in exploration, development, production and optimisation across portfolio of operated and non - operated assets • Maintains established relationships with leading blue - chip partners critical to ongoing success in the basin Established and experienced operating team ~400 PERSON OPERATING TEAM High - quality, low - decline assets in well - understood basin ACQUISITION COST PER 2P BARREL $8/ BOE ~30 AVG 5 YEAR 2P PRODUCTION (KBOE/D) 2 1. 2P Reserves life based on 2P Reserves of 103 mmboe and TTM production of 16 kboe /d 2. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor Clear strategic rationale for transaction
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ITHACA ENERGY PLC 8 8 Material organic and inorganic growth potential Offers further organic growth optionality: • 2P Production expected to grow to 35 - 40 kboe /d by 2029 1 , driven by near - term production growth from West White Rose development, with first production anticipated in Q4 2026 • Acquisition supports upgrade of Ithaca Energy’s medium - term production outlook to between 140 - 150 kboe /d 1,2 • Adds material 2P reserves of 103 mmboe 1 , diversifying the Group’s reserves base, with substantial additional remaining resources of ~200 mmboe providing further investment optionality with significant resources advancing towards FID • Material organic growth potential from infill drilling, near - field step - out opportunities and exploration exposure Establishes platform for further M&A: • Acquisition positions Group as the 5th largest operator in Offshore Canada by production, establishing a strong platform in the region • Creates credible platform for further inorganic growth in North America, as the Group continues to seek scale • Continued active but disciplined screening of inorganic growth opportunities, with focus on adding premium northern - OECD barrels • Acquisition to be financed via a combination of cash in hand, utilisation of the Group’s existing borrowing base facility and secured financing in country. Deal contingent hedging executed to protect transaction value and future cash flows • Portfolio offers brent - linked pricing assets, with limited future base capex following a period of material investment in the assets, increasing efficiency and lower operating costs and an attractive corporate tax rate • Expected to be immediately accretive to Adjusted EBITDAX, free cash flow and dividend per share, from Completion • Increased cash flow generation and modest leverage position post - acquisition, sitting considerably below the Group’s capital allocation framework ceiling, supports near - term deleveraging and enhanced shareholder returns Expected to be immediately cash flow and dividend accretive 35 - 40 PEAK 2P PRODUCTION (KBOE/D) 1 5 TH LARGEST OPERATOR IN BASIN 30% CORPORATE TAX RATE Clear strategic rationale for transaction (continued) 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor 2. NSAI CPR as of 31 December 2025
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ITHACA ENERGY PLC 9 [mapped area] Strategic basin entry in to Offshore East Coast Canada, aligned with strategy and supported by clear rationale Globally competitive conventional offshore basin with significant resource potential, dominated by a small number of large fields and companies Well - understood and developed basin with low - decline projects in a similar operating environment to the UK, de - risks expansion plans Attractive fiscal and regulatory regime providing globally competitive fiscal take and actively encouraging investment in basin Foothold in North America offers meaningful potential for scale through organic growth opportunities and further consolidation potential STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC ITHACA ENERGY PLC 10 Denotes acquired field Jeanne D’Arc Basin Newfoundland Nova Scotia New Brunswick Maine Quebec Labrador Halifax St. John’s [mappe d area] White Rose Terra Nova Mappedarea Well - understood basin with production dominated by a small number of fields and companies Neighbouring field Hebron Hibernia Bay du Nord Sable Deep Panuke Hebron 135 kboe /d 1 Bay Du Nord 168 kboe /d 1, 3 White Rose 5 kboe /d 2 West White Rose 64 kboe /d 1,2,3 Terra Nova 22 kboe /d 2 Hibernia 59 kboe /d 1 1. Gross production as per Wood MacKenzie 2. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor 3. Expected peak production based on internal estimate for West White Rose and Wood McKenzie for Bay Du Nord STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC d 52% liquids and 48% gas, with 36% operated and 64% non - operated production Include PY comparatives and note what’s caused the change y - o - y? 11 Basin offers attractive fiscal and regulatory environment, with strong local and federal government support Fiscal Regime • Pragmatic Canadian fiscal regime which operates collaboratively with offshore industry • Lower effective tax rate compared to UKCS basin (30% corporate tax rate) • Recently announced Productivity Mega Deduction expected to further reduce marginal effective tax rate on new capital investment • Projects have a negotiated royalty regime agreed by partners and the provincial government. • Government has provided royalty relief and renegotiated to reduce burden in low price environments Regulatory Regime • Increasingly energy - friendly federal and provincial government backing reinforces long - term investment confidence • Canada - Newfoundland and Labrador Offshore Energy Regulator (C - NLOER) manages offshore oil and gas resources on behalf of the federal and provincial governments • C - NLOER responsible for licencing rounds, resource management, emissions and environmental compliance STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC 11 12 Long - life, low - decline portfolio offering significant near - term production growth with substantially de - risked capital investment Operated low - decline field with prolific reservoirs and low - risk production. Net H2 2026 production estimate of ~10.3 kboe /d 1 Significant recent investment in refurbishment of the FPSO, totalling CAD$0.9bn (gross), enhancing reliability and positioning asset for its next phase of development Near - term projects focused on well integrity and water alternating gas schemes providing low - cost incremental recovery. Significant further infill and step - out opportunities exist WI:48% Non - operated, high - margin asset operated by Cenovus. Net H2 2026 production estimate of 5.6 kboe /d 1 and substantial near - term production growth Field consists of 42 wells supported by active water and gas injection schemes with potential for further extension projects and material exploration upside WI:40% Extension project to producing White Rose field designed to access additional resources to west of White Rose, via newly installed Wellhead platform First production from the field expected in Q4 2026, substantially de - risking capital investment in the project, with the project expected to produce 156 mmboe (gross) through to late 2030s Potential for infill opportunities in South Avalon and North Avalon pools WI:38.6% TERRA NOVA WHITE ROSE WEST WHITE ROSE Extensive recent FPSO refurbishment, with investment totalling CAD$0.6bn (gross), with applied learnings from Terra Nova to achieve enhanced reliability 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resourc es data provided by Suncor STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC d 52% liquids and 48% gas, with 36% operated and 64% non - operated production Include PY comparatives and note what’s caused the change y - o - y? 13 Secures access to high - calibre operatorship credentials upon basin entry, with proven track record of delivering safe, environmentally responsible and efficient operations in Offshore East Coast Canada Extensive history of and expertise in exploration, development, production and optimisation across portfolio of operated and non - operated assets Maintains established relationships with leading blue - chip partners critical to ongoing success and growth trajectory in the basin including Cenovus, Murphy and OILCO Established and experienced operating team, offering stability and regional expertise with strong organisational fit Low risk integration : E xperience built up over multiple large - scale integrations will support new country entry and continued operational stability in region Onshore: ~165 employees Offshore: ~230 employees Onshore: ~630 employees Offshore: ~270 employees STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC 14 Acquisition offers material organic growth potential Adds 103 mmboe of 2P reserves, with clear development path to unlock ~ 200 mmboe of resource potential, underpinned by strong regulatory and government support to fast - track developments - 30 60 90 H2 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Terra Nova 2P White Rose 2P Horst 2C North White Rose 2C & prospective resources Terra Nova prospective resources White Rose prospective resources 17 YEARS RESERVE: PRODUCTION RATIO 1 35 - 40 KBOE/D ESTIMATED PEAK 2P PRODUCTION IN 2029 1 PEAK 2P PRODUCTION IN 2029 ~200 MMBOE ADDITIONAL RESOURCE POTENTIAL 1 103 MMBOE 2P RESERVES ESTIMATE 1 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resourc es data provided by Suncor Kboe /d STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC 15 PEAK 2P PRODUCTION IN 2029 2P 2C Prospective Resources ~300 MMBOE 1 PORTFOLIO OFFERS MATERIAL PIPELINE OF DEVELOPMENT OPTIONALITY TERRA NOVA AREA WHITE ROSE AREA Horst development opportunity advancing towards FID in 2027, consisting of a two well subsea development targeting 6 mmboe of net 2C resources from low - risk fault blocks , with expected first production in 2028 Significant investment optionality with net prospective resources of ~70 mmboe offering further infill and step - out opportunities Northern White Rose Extension (NWRX) is currently advancing through pre - FEED stage with FID expected to be taken in 2027 and first oil anticipated in 2030. NWRX is a subsea tieback opportunity to the Sea Rose FPSO, targeting 14 mmboe of net 2C resources and 14 mmboe of net prospective resources Meaningful exploration potential with ~90 mmboe of net resources, including Knights Island and Strong Island prospects close to existing development area with active exploration programme in 2028/29 and expected first production in early 2030s ~110 MMBOE TOTAL RESOURCES 1 ~ 190 MMBOE TOTAL RESOURCES 1 2C PR 2C PR Significant, well - advanced development opportunities Pathway to resource maturation with significant resource potential advancing towards FID, with strong government support for new developments STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resourc es data provided by Suncor
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ITHACA ENERGY PLC 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Ithaca Energy 2P ECC 2P Ithaca Energy 2C ECC Upside resources 16 1. NSAI CPR as of 31 December 2025 2. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resourc es data provided by Suncor ~30 kboe /d Targeting 5 - year average 2P production of ~30 kboe /d, with production expected to grow to 35 - 40 kboe /d in 2029 from 16kboe/d in 2026 West White Rose production de - risked by material capital investment programme Enhanced medium - term outlook of 140 - 150 kboe /d, with further upside potential 140 - 150 kboe /d Addition of Offshore Canada assets supports an upgraded Ithaca Energy production outlook of 140 - 150 kboe /d in medium - term 1,2 , with further incremental production growth potential Current medium - term production base of 120kboe/d ~22 % % 2P RES ERV E CONTRIBUTION FROM OFFSHORE CANADA Strengthening Ithaca Energy’s medium - term production outlook Portfolio offers both near - term and long - term production growth potential supporting a Group production outlook of 140 - 150 kboe /d in the medium - term STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC 17 Enhanced and balanced capital allocation framework Strategic acquisition consistent with existing capital allocation framework , with additional optionality supporting enhanced production and supporting long - term growth and attractive sustainable shareholder returns ITHACA ENERGY PLC Illustrative post - tax CFFO Sustaining capex Balance sheet Ordinary dividends 1 Extra cashflow Grow Growth Capex Extend M&A Yield Additional Distribution 1. All dividends are subject to operational performance and commodity prices as well as availability of distributable profits 01. Invest 02. Protect 03. Return 04. Evolve 1.25x Net Debt / EBITDAX ceiling in normal course Distribution range of 20 - 35% Post - Tax CFFO 140 - 150 kboe / d production Balanced Capital Allocation Framework maintained supporting strong sustainable returns Includes all post - FID projects expected to maintain production from UKCS and ECC to 140 - 150 kboe /d (previously 120 kboe /d) Significant headroom to 1.25x Net Debt / adjusted EBITDAX leverage ceiling, in normal course, maintained post strategic acquisition Dividend commitment of 20 - 35% post - tax CFFO, split in 50:50 tranches, with enhanced cash flows supporting shareholder returns Capacity for organic & inorganic growth capex, with increased long - term growth capex optionality across both basins STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM
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ITHACA ENERGY PLC d 52% liquids and 48% gas, with 36% operated and 64% non - operated production Include PY comparatives and note what’s caused the change y - o - y? Acquisition expected to be immediately cash flow and dividend accretive, post completion 18 MEETS KE Y VALUE BASED CORPORATE METRICS,WHILE DELIVERING PORTFOLIO DIVERSIFICATION: DPI>1.3 Emissions target compliant: Operating cash margin accretive: IRR:20 - 25% Payback: 1 - 4 years NPV10 Breakeven: 2027 2029 Ithaca Energy Acquired assets ACCRETIVE TO POST - TAX CASH FLOW FROM OPERATIONS Acquisition financed via a combination of utilisation of the Group’s existing borrowing base facility and secured in country financing Expected to be immediately accretive to Adjusted EBITDAX, free cash flow and dividend per share, from Completion - - <1.25x MAINTAINS LEVERAGE POSITION BELOW 1.25X CEILING POST ACQUISITION 20 - 35% DELIVERING RETURNS OF 20 - 35% POST - TAX CASH FLOW FROM OPERATIONS 1 STRATEGIC BASIN ENTRY HIGH - QUALITY ASSETS MATERIAL GROWTH POTENTIAL CASH FLOW ACCRETIVE ESTABLISHED OPERATING TEAM Increased cash flow generation and modest leverage position post - acquisition, sitting considerably below the Group’s capital allocation framework ceiling, supports near - term deleveraging and enhanced shareholder returns CAPITAL ALLOCATION FRAMEWORK 1. All dividends are subject to operational performance and commodity prices as well as availability of distributable profits ILLUSTRATIVE POST - TAX CFFO DEAL CONTINGENT HEDGING PROTECTING TRANSACTION VALUE AND FUTURE CASH FLOWS RETURN PROTECT
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To change the background image: Right - click the slide > Format Background > Picture or texture fill > Picture Source > Insert… b rowse to your chosen image, click Open. Transaction overview and closing remarks
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ITHACA ENERGY PLC 20 Acquisition structured to deliver strong investment returns, while reflecting commodity price volatility TIMELINE TO COMPLETION Acquisition Announced 5 OCT 2026 Regulatory and government approvals Targeted completion H1 2027 CONSIDERATION: COMMODITY PRICE BASED CONTINGENT MECHANISM: DECOMMISSIONING : $860 MILLION (EFFECTIVE DATE 1 JULY 2026) 27 months commencing on 1 July 2026 Two 12 - month and further 3 - month determination periods 2026: US$80.00/ bbl , 2027: US$74.00/ bbl and 2028: US$73.00 50% US$250mm Any contingent payment to be reduced by any taxes and royalties that Ithaca are exposed to on Suncor’s behalf 100% of base purchase price i.e. US$860mm (composed 20% tangibles and 80% intangibles) Full transfer FINANCED BY : TRANSACTION FINANCED BY A COMBINATION OF UTILISATION OF THE GROUP’S EXISTING BORROWING BASE FACILITY AND SECURED IN COUNTRY FINANCING . EXACT FINANCING STRUCTURE TO BE CONFIRMED PRIOR TO COMPLETION With expected COP dates extending into the mid - 2030s and material potential to further extend hub life through identified growth opportunities, the Company believes potential exists to defer meaningful decommissioning obligations into the 2040s DURATION: PERIOD : THRESHOLD PRICES SHARING: PAYMENT CAP: NOTIONAL TAX AND ROYALTIES: TAX POOLS:
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ITHACA ENERGY PLC 21 ITHACA ENERGY PLC Closing remarks Strategic basin entry 1. Net 2P Reserves, 2C Resources and production profiles are estimated as of 30 June 2026 by Ithaca Energy management based on cessation of production in 2037 for Terra Nova and 2039 for White Rose. Prospective Resources data provided by Suncor 2. NSAI CPR as of 31 December 2025 Transformational strategic entry into Offshore East Coast Canada, aligned with the Group’s focused international growth strategy 01 02 Strengthening Ithaca Energy’s medium - term production outlook to 140 - 150 kboe /d 1,2 , with material upside potential from organic growth opportunities 03 Scalable platform for future M&A activity, with ambition to build further scale in North America 05 Acquisition expected to be highly - accretive, executed at attractive metrics and delivering against strategic investment parameters 06 High - quality asset portfolio adding 5 - year average 2P production of ~30 kboe /d from 2027 - 31 and 103 mmboe of 2P reserves 1 Established and experienced operating team, offering stability and regional expertise 04
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Q&A
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ITHACA ENERGY PLC Disclaimer 23 THIS PRESENTATION AND ITS CONTENTS ARE STRICTLY CONFIDENTIAL AND ARE NOT INTENDED FOR PUBLICATION, RELEASE OR DISTRIBUTION, I N W HOLE 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 PRESENTATION IS NOT AN OFFER OR INVITATION TO BU Y O R SELL SHARES. The following applies to this presentation, including the slides, the information contained in the slides, any question and a nsw er session, any oral presentation and any written or oral material discussed or distributed during the presentation meeting ( tog ether, the "Presentation"). This Presentation has been prepared by Ithaca Energy plc (the "Company" ) and is for information purposes only. This Presentation is strictly confidential and all information disclosed herein shoul d b e treated accordingly. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regu lat ion and is not an offer or invitation to buy or sell shares. The Presentation and the information contained herein must not b e r ecorded, taken away, disclosed, copied, distributed, reproduced, transmitted or passed on, directly or indirectly, in whole or in part, to any oth er person or published in whole or in part, for any purpose or under any circumstances, without the prior written consent of the Co mpany. This Presentation, and any presentation made in connection herewith, and any accompanying materials are made available for in for mation purposes only in relation to the proposed acquisition by the Company of a 48% operated working interest in the Terra N ova asset, a 40% non - operated interest in the White Rose Existing Lands asset and a 38.6% non - operated interest in the White Rose Growth Lands as set, including the West White Rose Extension, from Suncor Energy Inc. (the “ Transaction ”). The information contained in this Presentation and any further information made available by, or on behalf of, the Company relating to the Company or any of its subsidiaries will n ot form the basis of any contract, does not constitute an offer, invitation, inducement or recommendation for the taking of any act ion, the acquisition of any asset of, or securities in, the Company, or the making of any investment, commercial or financial decision and does not o the rwise constitute an agreement to provide investment services. This Presentation does not constitute an offer or invitation or a solicitation of any offer or invitation for the sale or pur cha se of any securities in the Company. In addition, it is not intended to form the basis of or act as an inducement to enter in to any contract or investment activity and should not be considered as a recommendation by the Company to do so. This Presentation is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into th e U nited States of America, its territories or possessions, any state of the United States or the District of Columbia (collecti vel y, the " United States "), Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where such release, publication or distr ibu tion would be contrary to law or regulation. This Presentation is not an offer of securities for sale in the United States or an y other jurisdiction. The Company has not registered and does not intend to register any of its securities under the US Securities Act of 1933, as amen ded (the “ US Securities Act ”). Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the US Securities Act. The information contained in this Presentation may constitute inside information for the purposes of the Criminal Justice Act 19 93 and the UK Market Abuse Regulation (2014/596) which forms part of the law of England and Wales as retained EU law as defin ed in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended) (" UK MAR "). Recipients of this Presentation are hereby notified that inappropriate behaviour in relation to inside information (inclu din g, but not limited to, dealing or attempting to deal in shares or other financial instruments of the Company on the basis of such information, any unauthorised disclosure, such as disclosing it to ano ther person otherwise than in the proper exercise of their employment, or otherwise misusing it) may amount to market manipul ati on or market abuse under UK MAR and/or the criminal offence of insider dealing under the Criminal Justice Act 1993 or other applicable laws and/ or regulations in other jurisdictions. Neither receipt of this Presentation by any person, nor any information contained in it, supplied with it or subsequently com mun icated to any person by, or on behalf of, the Company or any of its respective affiliates or by any of its respective directo rs, officers, employees, members, agents, advisers, representatives or shareholders (collectively, " Representatives ") constitutes or is to be taken as constituting the giving of investment advice by the Company or any of its affiliates or b y a ny of its respective Representatives to any person. Each recipient of this Presentation should make its own independent assessment of the merits or otherwise of this Presentation and the Trans act ion and should take its own independent legal, investment, tax and other professional advice. This Presentation is not intend ed to form (and should not therefore be relied upon as forming) the basis of any investment, financing or other decision. This Presentation does not pur por t to be comprehensive or to contain all the information that may be relevant to recipients relating to the Company or the Tra nsa ction. Each recipient of this Presentation must make its own investigation and assessment of the Company and the Transaction.
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ITHACA ENERGY PLC Disclaimer (continued) 24 Certain statements in this Presentation are forward - looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical fact s. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could c aus e actual results to differ materially from those expressed or implied by such forward - looking statements. Factors that would cau se actual results or events to differ from current expectations, intentions or projections might include, amongst other things, changes in oil pri ces , changes in equity markets, failure to establish estimated petroleum reserves, political risks, changes to regulations affec tin g the Company's activities, delays in obtaining or failure to obtain any required regulatory approval, failure of equipment, uncertainties relating to th e a vailability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and othe r g eological, geophysical and engineering data, delays in obtaining geological results and other risks associated with offshore exploration, development an d p roduction. Given these risks and uncertainties, recipients should not place undue reliance on forward - looking statements. Forwar d - looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events or otherwise. Certain industry and market data contained in this Presentation has come from official or third party sources. Third party in dus try publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publication s, studies and surveys has been prepared by a reputable source, neither the Company nor its directors, officers, employees or ad vis ers or any other person has independently verified the data contained therein. In addition, certain of the industry and market data contained in this Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Co mpa ny's management in the market in which the Company operates. While the Company believes that such research and estimates are reaso nab le and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for ac curacy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industr y o r market data contained in this Presentation. Certain financial information contained herein has not been audited, comforted, confirmed or otherwise covered by a report by in dependent accountants. When and if audited financial information for the Company is published or becomes available, the data cou ld vary from the data set forth herein. In addition, past performance of the Company cannot be relied on as a guide to future performance. Unl ess specified otherwise, no statement in this Presentation is intended as a profit forecast or estimate for any period and no sta te ment in this Presentation should be interpreted to mean that earnings or earnings per share for the Company for the current or future financial years w oul d necessarily match or exceed the historical published earnings or earnings per share for the Company. Certain figures contained in this Presentation may have been subject to rounding adjustments. Accordingly, the actual arithme tic total of numbers may not conform exactly to the total figures and percentages may not conform exactly to percentages that wou ld be derived if calculations were based on rounded numbers. The information in this Presentation, which does not purport to be comprehensive, has not been verified by the Company or any ot her person. No representation or warranty, express or implied, is or will be given by the Company or its directors, officers, em ployees or advisers or any other person as to the accuracy or completeness of the Presentation and, so far as permitted by law, no responsibility or li ability is accepted for the accuracy or sufficiency thereof, or for any errors, omissions or miss - statements, negligent or other wise, relating thereto. In particular, but without limitation, (subject as aforesaid) no representation or warranty, express or implied, is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts and n ot hing in this Presentation is or should be relied on as a promise or representation as to the future. Accordingly, (subject as aforesaid), neither the Comp any , nor its directors, officers, employees or advisers, nor any other person, shall be liable for any direct, indirect or conse que ntial loss or damage suffered by any person as a result of relying on any statement in or omission from the Presentation or any other written or oral commu nic ation with the recipient or its advisers in connection with the Presentation and (save in the case of fraudulent misrepresent ati on or wilful non - disclosure) any such liability is expressly disclaimed. The information contained in this Presentation should not be assumed to have been updated at any time subsequent to the date sho wn on the cover hereof. In furnishing this Presentation, the Company does not undertake any obligation to provide any additio nal information or to update this Presentation or to correct any inaccuracies that may become apparent.