RECOMMENDED ALL-SHARE MERGER

RNS Number : 6969P

Bahamas Petroleum Company PLC

11 June 2020

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 OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

11 June 2020

RECOMMENDED ALL-SHARE MERGER

BAHAMAS PETROLEUM COMPANY PLC

and

COLUMBUS ENERGY RESOURCES PLC

Summary and highlights

· The boards of directors of Bahamas Petroleum Company plc ("BPC") and Columbus Energy Resources plc ("Columbus") (the "Boards") are pleased to announce that they have reached agreement on the terms of a recommended all-share merger by way of a share for share exchange offer to be made by BPC for the entire issued and to be issued ordinary share capital of Columbus (the "Merger"). The Merger is to be implemented by means of a Court-sanctioned scheme of arrangement between Columbus and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

· Under the terms of the Merger, Columbus Shareholders will be entitled to receive:

For each Scheme Share, 0.803 New BPC Shares

·The Offer represents a value of approximately 2.67 pence per Columbus Share based upon the BPC Closing Price of 3.33 pence per BPC Share on 10 June 2020, being the latest practicable date prior to the date of this Announcement.

·The Merger values the entire issued and to be issued share capital of Columbus at approximately £25.1 million, and the Offer represents a premium of 11 per cent. to the Columbus Closing Price of 2.40 pence per share on 10 June 2020, being the latest practicable date prior to this Announcement.

· Assuming that a maximum number of 803,635,279 New BPC Shares are issued pursuant to the Merger to the Scheme Shareholders and outgoing Columbus executives (collectively, the "Columbus Parties"), including additional New BPC Shares to be issued on or shortly after the Effective Date (i) in respect of termination payments to Columbus executives, as agreed, and (ii) in respect of the exchange of certain Columbus executives' nil-cost options for New BPC Shares, the Columbus Parties will in aggregate hold approximately 23.9 per cent. of the enlarged issued share capital of BPC immediately following the Effective Date. Assuming 80,000,000 New BPC Shares are issued pursuant to the Replacement Funding Agreement to settle the Lind Convertible Loan Agreement, BPC Shareholders and the investor under the Replacement Funding Agreement (collectively the "BPC Parties") will in aggregate hold approximately 76.1 per cent. of the enlarged issued share capital of BPC immediately following the Effective Date.

· Following implementation of the Merger, the existing Board and management team of BPC will remain unchanged. The management team consists of Simon Potter - Chief Executive Officer, Eytan Uliel - Chief Commercial Officer, Nathan Rayner - Chief Operating Officer, Benjamin Proffitt - Finance Director and Company Secretary, and David Bond - Drilling Director. Leo Koot (Executive Chairman of Columbus) will join the BPC Board as a Non-Executive Director (subject to the completion of customary due diligence) and Geoffrey Leid (Managing Director, Trinidad of Columbus) will join the BPC executive leadership team. Employment arrangements with Anthony Hawkins (current Chief Executive Officer of Columbus) and Gordon Stein (current Chief Financial Officer of Columbus) will terminate, albeit both will remain available on short-term consultancy arrangements to assist with transitional matters. Michael Douglas (Non-Executive Director of Columbus) will step down from the Columbus Board.

· The Merger requires approval by Columbus Shareholders in connection with the Scheme and approval by BPC Shareholders in connection with the allotment of New BPC Shares. Further details are contained in the full text of this Announcement.

Merger rationale

· Columbus is an AIM-quoted oil and gas producer and explorer focused on onshore Trinidad and Suriname. In Trinidad, the Columbus Group has five producing fields, two appraisal / development projects and a prospective exploration portfolio in the South West Peninsula, which lies in the extreme southwest of Trinidad and consists of stacked shallow and deep prospects. A discovery was announced by Columbus in two zones in one of these prospects in late April 2020, including high-quality light oil (circa 40-degree API) recovered to surface. In Suriname, Columbus has an onshore appraisal / development project.

· BPC is an AIM-quoted oil and gas exploration company focused on offshore exploration in licences located in the southern territorial waters of The Bahamas. BPC is currently on-track for drilling an initial exploration well, Perseverance #1, in late 2020 / early 2021, with the well targeting recoverable P50 prospective oil resources of 0.77 billion barrels, with an upside of 1.44 billion barrels. Across the BPC portfolio, BPC's assets in The Bahamas have an independently assessed resource potential of between 8 billion and 28 billion barrels STOIIP. BPC has also recently been awarded an exploration licence in Uruguay, which BPC considers to be highly prospective, with a potential resource of 1 billion barrels of oil equivalent.

· The Boards believe that a combination of Columbus and BPC will create a Caribbean and Atlantic margin focused oil and gas 'champion', with assets that range across the full spectrum of oil and gas activities, from exploration, appraisal and development to production. The Boards consider that the Merger offers a strong fit in terms of asset overlap and technical, operational and financial / risk diversification synergies.

· In particular, the Combined Group will have access to high-impact offshore exploration in The Bahamas with drilling expected to take place within the next nine months, material onshore exploration, appraisal and development projects in Trinidad, a material onshore appraisal and development project in Suriname, and longer-term exploration prospects of scale in Uruguay. All of this will be underpinned by existing production onshore Trinidad, which BPC believes can be materially increased at low cost by application of BPC's technical expertise.

· Moreover, the Boards believe the Combined Group will have the footprint, technical capabilities and scale to further grow and consolidate and deploy its combined expertise in the Caribbean and more broadly in oil and gas projects around the Atlantic margin, and in so doing, attract increased interest from investors / shareholders attracted to the broader, diversified portfolio of assets and risks that the Combined Group would represent.

Columbus recommendation

· The Columbus Directors, who have been so advised by VSA Capital Limited as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its financial advice to the Columbus Directors, VSA Capital Limited has taken into account the commercial assessments of the Columbus Directors. VSA Capital Limited is providing independent financial advice to the Columbus Directors for the purposes of Rule 3 of the Code.

· Accordingly, the Columbus Directors intend to unanimously recommend that Columbus Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting as all Columbus Directors holding Columbus Shares have irrevocably undertaken to do so in respect of their own holdings of Columbus Shares, being a current total of 15,126,296 Columbus Shares, representing 1.6 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 1.6 per cent. of the Scheme Shares.

Irrevocable undertakings and letter of intent

· In addition to the above-mentioned irrevocable undertakings from the Columbus Directors, BPC has also received irrevocable undertakings and a letter of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting from certain Columbus Shareholders amounting to, in aggregate, 162,226,890 Columbus Shares, representing 17.7 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 17.2 per cent. of the Scheme Shares.

· BPC has therefore received irrevocable undertakings and a letter of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting in respect of a total of 177,353,186 Columbus Shares, representing, in aggregate 19.3 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 18.8 per cent. of the Scheme Shares.

BPC recommendation

· The BPC Directors intend to unanimously recommend that BPC Shareholders vote in favour of the resolution to be proposed at the BPC Extraordinary General Meeting to authorise the BPC Directors to allot the New BPC Shares necessary to effect the Merger.

· The BPC Directors have irrevocably undertaken to Columbus to vote in favour of the resolution to be proposed in connection with the Merger at the BPC Extraordinary General Meeting in respect of their entire beneficial holdings in BPC, which, in aggregate, amount to 15,820,000 BPC Shares, representing approximately 0.6 per cent. of the BPC Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement).

Timetable

· The Merger will be put to Columbus Shareholders at the Court Meeting and at the Columbus General Meeting. To become Effective, the Scheme requires, amongst other things, approval by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting. In addition, a special resolution will be proposed at the Columbus General Meeting to deal with certain matters ancillary to the Scheme, including the amendment to the articles of association of Columbus, which will need to be passed by Columbus Shareholders representing at least 75 per cent. of the votes cast at the Columbus General Meeting. Columbus currently anticipates that the Scheme Document will be despatched to Columbus Shareholders by the end of June 2020, that the Court Meeting will occur on or about 27 July 2020, and that the Court Hearing will be on or about 5 August 2020.

· Approval for the issue of the New BPC Shares necessary to enable the Merger to be effected will be put to BPC Shareholders at the BPC Extraordinary General Meeting. Resolutions put to the BPC Extraordinary General Meeting will require approval by BPC Shareholders as a special resolution requiring 75 per cent. or more in value of the votes cast at the BPC Extraordinary General Meeting. BPC currently anticipates that notice of BPC Extraordinary General Meeting will be despatched to BPC Shareholders by the end of June 2020, and that the BPC Extraordinary General Meeting will occur on or about 24 July 2020.

· Subject to, amongst other things, the satisfaction or the waiver of the Conditions, which are set out in Appendix 1 of this Announcement, the Scheme is expected to become Effective in August 2020.

Commenting on the Merger, Simon Potter, Chief Executive Officer of BPC, said:

" Today's announcement sees the maturing of our company into an Atlantic margin focused, full-cycle exploration and production company with multiple opportunities over the next 12 - 24 months for generating shareholder value across an asset base covering The Bahamas, Trinidad, Suriname and Uruguay.

In one bold step we have given ourselves a production base in Trinidad from which to generate cash, and the opportunity to leverage a range of low-cost developments via workovers, reactivations and new wells targeting shallow reservoirs, along with a range of further options for organic growth and exploration prospects. We also have low-cost appraisal of existing discoveries in the South West Peninsula of Trinidad to look forward to, and further infrastructure-led exploration at Weg Naar Zee in Suriname.

It is important to note that the forward work programme is largely discretionary, and therefore operational sequencing can be varied to optimize the use of available resources.

This enhanced asset base in Trinidad, Suriname and Uruguay is entirely complementary to, and in no way detracts from, our determined focus on our existing exploration base asset in The Bahamas, where we will see the build-up to drilling of the Perseverance #1 well in late 2020 / early 2021 - targeting P50 prospective oil resources of 0.77 billion barrels (with an upside of 1.44 billion barrels). A rig contract has already been signed for the drilling of this well, long-lead and critical path items have already been purchased, and globally renowned service companies are ready to work with us to ensure the safe and responsible completion of the well.

The board and management of BPC are looking forward to leading the staff of the combined company into the next stage of corporate development, where together we can continue to confidently mature prospects, grow production, and expand the asset base of the company.

It is with great pleasure that the BPC Board will be supporting this transaction and wholeheartedly commend the combination of the two companies to shareholders when they have the opportunity to vote."

Commenting on the Merger, Leo Koot, Executive Chairman of Columbus, said:

"Today we start a new and exciting chapter for Columbus Energy Resources plc and its shareholders. Following a period of intense due diligence and negotiation, we are delighted and pleased to have received a firm intention to make an offer from Bahamas Petroleum Company plc ("BPC") to merge our two companies. The merger is ideal in terms of asset overlap and will create a combined company that is stronger than the sum of its two parts.

Columbus Shareholders will gain access to the high-impact Perseverance #1 exploration well in The Bahamas, which we expect will be drilled in Q4 2020 / Q1 2021. If successful, Perseverance #1 will transform the company as it has a P50 prospective oil resource of 0.77 billion barrels, with an upside of 1.44 billion barrels. It is rare for a relatively small oil & gas company to have access to a prospective resource of this size.

In return, BPC gain access to our existing production base in Trinidad and our strong appraisal / development portfolio (namely in the South West Peninsula in Trinidad and the Weg Naar Zee Block in Suriname). Importantly, BPC brings a strengthened balance sheet to the combined group, and I believe the combined entity will be able to progress faster in unlocking the value of our appraisal and development assets.

The combined group will create a larger, more diversified oil and gas champion for the Caribbean and South America, with assets that range across the full spectrum of oil and gas activities, from exploration through appraisal and development to production.

The Columbus Board is unanimous in its recommendation that this merger is in the best interests of Columbus Shareholders and we hope you share our enthusiasm for the future of the combined entity. The Columbus Board intends to recommend that Columbus Shareholders accept the proposed transaction. We look forward to your support in the weeks ahead as we progress with the approvals to complete the merger."

This summary should be read in conjunction with the full text of this Announcement. The Merger will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains certain further terms of the Merger, Appendix 3 contains the sources and bases of certain information contained in this Announcement, Appendix 4 contains a summary of the irrevocable undertakings and letter of intent received in relation to the Merger and Appendix 5 contains definitions of certain expressions used in the summary and in this Announcement.

Enquiries

Bahamas Petroleum Company plc Simon Potter, Chief Executive Officer	+44 (0) 1624 647 882
Gneiss Energy Limited (Financial Adviser to BPC) Jon Fitzpatrick / Paul Weidman	+44 (0) 20 3983 9263
Strand Hanson Limited (Nominated Adviser to BPC) Rory Murphy / James Spinney / Jack Botros	+44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Broker to BPC) Jerry Keen / Toby Gibbs	+44 (0) 207 408 4090
CAMARCO (Public Relations Adviser to BPC) Billy Clegg / James Crothers	+44 (0) 20 3757 4983
Columbus Energy Resources plc Leo Koot, Executive Chairman	+44 (0) 20 7203 2039
VSA Capital Limited (Rule 3 Adviser, Financial Adviser and Broker to Columbus) Andrew Raca / Maciek Szymanski / Pascal Wiese (Corporate Finance) Andrew Monk (Corporate Broking)	+44 (0) 20 3005 5000
Beaumont Cornish Limited (Nominated Adviser to Columbus) Roland Cornish / Rosalind Hill Abrahams	+44 (0) 20 7628 3396

Clyde & Co LLP is retained as legal adviser to BPC. Kerman & Co is retained as legal adviser to Columbus.

Important notices

Gneiss Energy Limited is an appointed representative of Talbot Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for BPC and no-one else in connection with the possible transaction described in this Announcement and accordingly will not be responsible to anyone other than BPC for providing the protections afforded to clients of Gneiss Energy Limited nor for providing advice in relation to the matters described in this Announcement.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for BPC and no-one else in connection with the possible transaction described in this Announcement and accordingly will not be responsible to anyone other than BPC for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the matters described in this Announcement.

Shore Capital Stockbrokers Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for BPC and no-one else in connection with the possible transaction described in this Announcement and accordingly will not be responsible to anyone other than BPC for providing the protections afforded to clients of Shore Capital Stockbrokers Limited nor for providing advice in relation to the matters described in this Announcement.

VSA Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Columbus and no-one else in connection with the possible transaction described in this Announcement and accordingly will not be responsible to anyone other than Columbus for providing the protections afforded to clients of VSA Capital Limited nor for providing advice in relation to the matters described in this Announcement.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Columbus and no-one else in connection with the possible transaction described in this Announcement and accordingly will not be responsible to anyone other than Columbus for providing the protections afforded to clients of Beaumont Cornish Limited nor for providing advice in relation to the matters described in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Columbus or BPC pursuant to the Merger in any jurisdiction in contravention of applicable law.

The Merger will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger (although BPC reserves the right to effect the Merger by way of a Takeover Offer with the consent of the Panel (where necessary) and in accordance with the Co-operation Agreement). Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.

It is expected that the Scheme Document (including notices of the Court Meeting and the Columbus General Meeting) together with the relevant Forms of Proxy, will be posted to Columbus Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Columbus or BPC except where otherwise stated.

This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange (including the AIM Rules) and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any other jurisdictions.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain other information provided by Columbus Shareholders, persons with information rights and other relevant persons for the receipt of communication by Columbus may be provided to BPC during the Offer Period as required by Section 4 of Appendix 4 of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day in London following the commencement of the offer period and, if appropriate, by not later than 3.30 p.m. (London time) on the 10th Business Day in London following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day in London following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Columbus confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 918,014,741 ordinary shares of 0.05 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BDGJ2R22.

BPC confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 2,448,438,757 ordinary shares of 0.002 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is IM00B3NTV894.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdictions other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Columbus Shares with respect to the Scheme at the Court Meeting and Columbus General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purposes of complying with English law, the Code and the rules of the London Stock Exchange (including the AIM Rules) and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The Scheme will be implemented in accordance with applicable English law and will be subject to the applicable requirements of the Code, the Panel, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the rules of the London Stock Exchange (including the AIM Rules).

Unless otherwise determined by BPC or required by the Code, and permitted by applicable law and regulation, the Merger will not be made directly or indirectly, in or into, or by the use of (electronic) mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or facilities. Accordingly, copies of this Announcement, the notices of the Court Meeting and the Columbus General Meeting, the Forms of Proxy, and all other documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. All persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this Announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Additional information for US investors

These materials are not for 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). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

The New BPC Shares have not been and will not be registered under the US Securities Act of 1933 (the "USSecuritiesAct") or under the securities laws of any State or other jurisdiction of the United States. Accordingly, the New BPC Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New BPC Shares to be issued pursuant to the Merger are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. There will be no public offer of New BPC Shares in the United States.

The Merger, to be implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in England and Wales by way of a scheme of arrangement provided for under Part 26 of the Companies Act. A transaction effected by way of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement and takeover offers, which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If BPC determines to extend the offer into the US, the Merger will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if BPC were to elect to implement the Merger by means of a contractual offer, rather than the Scheme, such offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such offer would be made in the US by BPC and no one else.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Merger, nor have such authorities passed upon or determined the fairness of the Merger or the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

If the Merger is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.

Cautionary note regarding forward-looking statements

This Announcement contains certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of BPC and/or Columbus and/or the Combined Group and certain plans and objectives of BPC with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by BPC and/or Columbus (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither BPC nor Columbus assume any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by the Panel, the Code or by applicable law.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Neither BPC nor Columbus undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No member of the BPC Group or the Columbus Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the BPC Group or the Columbus Group. All subsequent oral or written forward-looking statements attributable to any member of the BPC Group or the Columbus Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts, quantified financial benefit statements or estimates

No statement in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this Announcement should be interpreted to mean that earnings per Columbus Share or earnings per BPC Share for the current or future financial years would necessarily match or exceed the historical published earnings per Columbus Share or earnings per BPC Share.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website and hard copies

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on BPC's website at www.bpcplc.com and on Columbus's website at www.columbus-erp.com by no later than 12.00 p.m. (London time) on the Business Day in London following the date of this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Columbus Shareholders may request a hard copy of this Announcement by emailing info@columbus-erp.com.

Important information

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

For immediate release

11 June 2020

RECOMMENDED ALL-SHARE MERGER

BAHAMAS PETROLEUM COMPANY PLC

and

COLUMBUS ENERGY RESOURCES PLC

1. Introduction

The boards of directors of Bahamas Petroleum Company plc ("BPC") and Columbus Energy Resources plc ("Columbus") (the "Boards") are pleased to announce that they have reached agreement on the terms of a recommended all-share merger by way of a share for share exchange offer to be made by BPC for the entire issued and to be issued ordinary share capital of Columbus (the "Merger"). The Merger is to be implemented by means of a Court-sanctioned scheme of arrangement between Columbus and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

2. The Merger

Under the terms of the Scheme, which is subject to the Conditions set out in Appendix 1 of this Announcement, Columbus Shareholders will be entitled to receive:

For each Scheme Share, 0.803 New BPC Shares

The Merger values Columbus's existing issued and to be issued share capital at approximately £25.1 million as at close of business on 10 June 2020 (being the latest practicable date prior to this Announcement). The value of the Merger on a fully diluted basis has been calculated on the basis of a fully diluted issued ordinary share capital of 941,527,205 Columbus Shares, which is calculated by reference to 918,014,741 Columbus Shares in issue on 10 June 2020 and a further, in aggregate, 23,512,464 Columbus Shares which are expected to be issued on or after the date of this Announcement, but before the Effective Date, pursuant to the Contractor Shares Scheme and other contractual obligations.

The Offer represents a value of approximately 2.67 pence per Columbus Share based upon the BPC Closing Price of 3.33 pence per BPC Share on 10 June 2020, being the latest practicable date prior to the date of this Announcement, being:

· a premium of 11 per cent. to the Columbus Closing Price on 10 June 2020, (being the latest practicable date prior to this Announcement);

· a premium of 25 per cent. to the one-month volume weighted average price per Columbus Share as at close of business on 10 June 2020 (being the latest practicable date prior to this Announcement); and

· a premium of 36 per cent. to the two-month volume weighted average price per Columbus Share as at close of business on 10 June 2020 (being the latest practicable date prior to this Announcement).

Assuming that a maximum number of 803,635,279 New BPC Shares are issued pursuant to the Merger to the Scheme Shareholders and outgoing Columbus executives (collectively, the "Columbus Parties"), including additional New BPC Shares to be issued on or shortly after the Effective Date (i) in respect of termination payments to Columbus executives, as agreed, and (ii) in respect of the exchange of certain Columbus executives' nil-cost options for New BPC Shares, the Columbus Parties will in aggregate hold approximately 23.9 per cent. of the enlarged issued share capital of BPC immediately following the Effective Date. Assuming 80,000,000 New BPC Shares are issued pursuant to the Replacement Funding Agreement to settle the Lind Convertible Loan Agreement, BPC Shareholders and the investor under the Replacement Funding Agreement (collectively the "BPC Parties") will in aggregate hold approximately 76.1 per cent. of the enlarged issued share capital of BPC immediately following the Effective Date.

The New BPC Shares will be allotted and issued credited as fully paid and will rank pari passu in all respects with the existing BPC Shares in issue at the time the New BPC Shares are allotted and issued pursuant to the Merger, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.

Fractions of New BPC Shares will not be allotted and issued to Columbus Shareholders pursuant to the Scheme and shall be aggregated, allotted, issued and sold in the market after the Effective Date.

3. Background to and reasons for the Merger

Columbus is an AIM-quoted oil and gas producer and explorer focused on onshore Trinidad and Suriname. In Trinidad, the Columbus Group has five producing fields, two appraisal / development projects and a prospective exploration portfolio in the South West Peninsula, which lies in the extreme southwest of Trinidad and consists of stacked shallow and deep prospects. A discovery was announced by Columbus in two zones in one of these prospects in late April 2020, including high-quality light oil (circa 40-degree API) recovered to surface. In Suriname, Columbus has an onshore appraisal / development project.

BPC is an AIM-quoted oil and gas exploration company focused on offshore exploration in licences located in the southern territorial waters of The Bahamas. BPC is currently on-track for drilling an initial exploration well, Perseverance #1, in late 2020 / early 2021, with the well targeting recoverable P50 prospective oil resources of 0.77 billion barrels, with an upside of 1.44 billion barrels. Across the BPC portfolio, BPC's assets in The Bahamas have independently assessed resource potential of between 8 billion and 28 billion barrels STOIIP. BPC has also recently been awarded an exploration licence in Uruguay, which BPC considers to be highly prospective, with a potential resource of 1 billion barrels of oil equivalent.

Full-cycle, Caribbean / Atlantic margin oil and gas champion

The Boards believe that a combination of Columbus and BPC will create a Caribbean and Atlantic margin focused oil and gas 'champion', with assets that range across the full spectrum of oil and gas activities, from exploration, appraisal and development to production. The Boards consider that the Merger offers a strong fit in terms of asset overlap and technical, operational and financial / risk diversification synergies.

In particular, the Combined Group will have access to high-impact offshore exploration in The Bahamas with drilling expected to take place within the next nine months, material onshore exploration, appraisal and development projects in Trinidad, a material onshore appraisal and development project in Suriname, and longer-term exploration prospects of scale in Uruguay. All of this will be underpinned by existing production onshore Trinidad, which BPC believes can be materially increased at low cost by application of BPC's technical expertise.

Moreover, the Boards believe the Combined Group will have the footprint, technical capabilities and scale to further grow and consolidate and deploy its combined expertise in the Caribbean and more broadly in oil and gas projects around the Atlantic margin, and in so doing, attract increased interest from investors / shareholders attracted to the broader, diversified portfolio of assets and risks that the Combined Group would represent.

Exposure to complementary exploration potential

For Columbus Shareholders, the Merger provides an opportunity to gain exposure to a high-impact exploration well in The Bahamas that is intended to be drilled in Q4 2020 / Q1 2021. A discovery by the Perseverance #1 well has the potential to transform BPC as the Perseverance #1 well is targeting recoverable P50 prospective oil resources of 0.77 billion barrels, with an upside of 1.44 billion barrels (and within a broader structural play that has been assessed as having resource potential of between 8 and 28 billion barrels STOIIP).

For BPC Shareholders, the Merger provides an opportunity to gain exposure to production, development and appraisal assets and multiple exploration targets across assets in both Trinidad and Suriname. BPC believes that it can apply the technical expertise of its management team to these assets and, at relatively low cost, materially increase existing production levels as well as rapidly progress exploration targets to production / income generation.

A combined business with a complementary asset base, diversified risk profile and an enhanced financial position

Columbus has established a solid production base in Trinidad and has commenced the work necessary to mature the South West Peninsula from an exploration target to an appraisal and development opportunity. Likewise, in Suriname, Columbus has an existing discovered resource and is preparing for a series of extended well tests to appraise and develop it. These activities require both capital and technical expertise, and the Boards believe that each of these can best be accessed by the larger Combined Group.

Given the complementary asset base and skill sets of both Columbus and BPC, the Boards believe a combination of the two companies provides an excellent opportunity to drive operating synergies by eliminating duplicate costs (such as listing fees, advisory fees, and so forth). Equally, the Boards consider that a business with a broader, regional portfolio, as would be the case with a combined Columbus - BPC entity, would both diversify risk and be inherently larger and more attractive to longer-term institutional investors, thus providing a number of benefits to all shareholders in terms of enhanced market size, liquidity, and access to capital from multiple sources, including via equity capital and debt markets.

In summary, the Boards believe the Merger offers a strong fit in terms of asset overlap and technical, operational and financial / risk diversification synergies. The Boards believe each of Columbus and BPC will be strengthened by the Merger and that the value of the Combined Group will be greater than the sum of its parts.

4. Recommendation of the Merger by the Columbus Directors

For the reasons set out in this Announcement, the Columbus Directors, who have been so advised by VSA Capital Limited as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its financial advice to the Columbus Directors, VSA Capital Limited has taken into account the commercial assessments of the Columbus Directors. VSA Capital Limited is providing independent financial advice to the Columbus Directors for the purposes of Rule 3 of the Code.

Accordingly, the Columbus Directors intend to unanimously recommend that Columbus Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting as all Columbus Directors holding Columbus Shares have irrevocably undertaken to do so in respect of their own holdings of Columbus Shares, details of which are set out in paragraph 6 below.

5. Background to and reasons for the recommendation

The Columbus Board believes that a combination of Columbus and BPC will create a Caribbean and Atlantic margin focused oil and gas 'champion', with assets that range across the full spectrum of oil and gas activities, from exploration, appraisal and development to production. The Columbus Board considers that the Merger offers a strong fit in terms of asset overlap and technical, operational and financial / risk diversification synergies.

Moreover, the Columbus Board believes the Combined Group will have the footprint, technical capabilities and scale to further grow and consolidate and deploy its combined expertise in the Caribbean and more broadly in oil and gas projects around the Atlantic margin, and in so doing, attract increased interest from investors / shareholders attracted to the broader, diversified portfolio of assets and risks that the Combined Group would represent.

Columbus has established a solid production base in Trinidad and has commenced the work necessary to mature the South West Peninsula from an exploration target to an appraisal and development opportunity. Likewise, in Suriname, Columbus has an existing discovered resource and is preparing for a series of extended well tests to appraise and develop it. These activities require both capital and technical expertise, and the Columbus Board believes that each of these can best be accessed by the larger combined entity.

Given the complementary asset base and skill sets of both Columbus and BPC, the Columbus Board believes a combination of the two companies provides an excellent opportunity to drive operating synergies by eliminating duplicate costs (such as listing fees, advisory fees, and so forth). Equally, the Columbus Board considers that a business with a broader, regional portfolio, as would be the case with a combined Columbus - BPC entity, would both diversify risk and be inherently larger and more attractive to longer-term institutional investors, thus providing a number of benefits to all shareholders in terms of enhanced market size, liquidity, and access to capital from multiple sources, including via equity capital and debt markets.

6. Columbus irrevocable undertakings and letter of intent

The Columbus Directors have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting in respect of their own entire legal and beneficial holdings of Columbus Shares (and those of connected persons) amounting to, in aggregate, 15,126,296 Columbus Shares, representing approximately 1.6 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 1.6 per cent. of the Scheme Shares.

BPC has also received irrevocable undertakings and a letter of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting from certain Columbus Shareholders amounting to, in aggregate, 162,226,890 Columbus Shares, representing 17.7 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 17.2 per cent. of the Scheme Shares.

BPC has therefore received irrevocable undertakings and a letter of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Columbus General Meeting in respect of a total of 177,353,186 Columbus Shares, representing, in aggregate approximately 19.3 per cent. of the Columbus Shares in issue on 10 June 2020 (being the latest practicable date prior to the date of this Announcement) and 18.8 per cent. of the Scheme Shares.

7. BPC Shareholder approval and irrevocable undertakings

The Merger is conditional upon the approval by BPC Shareholders of the issue of sufficient New BPC Shares required to give effect to the Merger. The BPC Directors therefore intend to convene the BPC Extraordinary General Meeting to approve a resolution authorising the BPC Directors to allot the New BPC Shares. The resolution will be proposed as a special resolution, requiring 75 per cent. of the votes cast at the meeting, either in person or by proxy.

A notice convening the BPC Extraordinary General Meeting is anticipated to be despatched to existing BPC Shareholders by the end of June 2020, and the BPC Extraordinary General Meeting is anticipated to be held on or around 24 July 2020.

The BPC Directors intend to unanimously recommend that BPC Shareholders vote in favour of the resolution to be proposed at the BPC Extraordinary General Meeting.

The BPC Directors have irrevocably undertaken to vote in favour of the resolutions to be proposed at the BPC Extraordinary General Meeting in connection with the Merger in respect of their own legal and beneficial holdings of BPC Shares (and those of connected persons) amounting to, in aggregate, 15,820,000 BPC Shares, representing approximately 0.6 per cent. of the existing issued share capital of BPC.

8. Information on Columbus

Columbus is an AIM-quoted oil and gas producer and explorer focused on onshore Trinidad and Suriname. In Trinidad, the Columbus Group has five producing fields, two appraisal / development projects and a prospective exploration portfolio in the South West Peninsula, which lies in the extreme southwest of Trinidad and consists of stacked shallow and deep prospects. In Suriname, Columbus has an onshore appraisal / development project.

During 2020, Columbus completed the drilling of the Saffron well in Trinidad and discovered oil in both the Lower Cruse and Middle Cruse. This included high-quality light oil (circa 40-degree API) recovered to surface from the Lower Cruse. The Saffron well encountered 2,363 ft of gross sands with six reservoir intervals of interest and was a confirmation of the pre-drill reserve estimates and structure in Lower Cruse as identified on seismic.

South West Peninsula

The South West Peninsula contains the Bonasse and Icacos producing oilfields, as well as Columbus's main exploration acreage. Through Columbus's subsidiaries, Columbus holds private petroleum licences as granted by the Government of Trinidad & Tobago for the Bonasse licence area and the Cedros licence area and is awaiting the grant by the government of a private petroleum licence for the Icacos licence area. Each of these private petroleum licences are underpinned by leases with various landowners who hold the mineral rights for their land. Columbus, through its subsidiaries, holds 100 per cent. of each of these leases and licences.

The Icacos field currently produces from four wells. The Bonasse field currently produces from wells in the Middle Cruse and Upper Cruse sands. The wells Bonasse-8 and Bonasse-9 were reactivated in 2018 with the Columbus workover rig.

In January 2020, Columbus announced the completion of the Saffron well and testing. Columbus has since completed testing for the Lower and Middle Cruse intervals of the well. Oil was discovered in the Lower and Middle Cruse intervals with 2,363 ft of gross sands with six reservoir intervals of interest with a 47 per cent. net / gross ratio. In the Lower Cruse, high-quality, light oil (circa 40-degree API) was recovered to surface.

Columbus has signed heads of terms for a full carry of the second Saffron Lower Cruse appraisal and development well (subject to certain terms and conditions), which is expected to commence in Q3 of 2020.

Columbus is currently producing oil from the Middle Cruse interval. The Middle Cruse oil is processed on location and the first 340 barrels of oil have been sold through existing infrastructure.

Goudron field

Columbus owns 100 per cent. of the rights to the Goudron field through its local subsidiary by way of an incremental production service contract ("IPSC"). The Goudron field is currently producing light sweet oil with an average API gravity of 37 degrees.

Columbus has undertaken a water injection pilot project in the Gros Morne "C" Sand interval focused on re-pressuring individual sand lenses in support of initially high rate production wells GY-664 and GY-665. Further water injection projects targeting the shallower more geologically, continuous Goudron Mayaro sandstones are being planned for implementation in 2020. Columbus is currently in negotiations with Heritage Petroleum Company Limited to extend the current term of the Goudron IPSC. Additionally, Columbus regularly undertakes well workover operations on the existing producing wells, including well stimulation operations when appropriate.

Inniss-Trinity field

As part of the Inniss-Trinity IPSC extension, Columbus has implemented a CO₂ enhanced oil recovery project. The project is being progressed in partnership with Predator Oil & Gas Holdings plc. The project has the objective of increasing Inniss-Trinity field production and proving the applicability of the technique to elsewhere in the field and other onshore opportunities. Workover activities in the Inniss-Trinity field have targeted shut-in wells and the availability of the second Columbus workover rig will allow low-cost, timely and efficient workovers to be implemented to keep constant production levels.

South Erin field

The South Erin field is producing approximately 50-60 barrels of oil per day from six wells under rod pump conditions. Columbus has a number of drill-ready prospects on the licence and will assess further drilling when commercially justified.

Cory Moruga field (Snowcap development)

The Cory Moruga licence includes the Snowcap oil discovery, with oil having been produced on test from the Snowcap 1 and Snowcap-2ST wells. The Snowcap-2 test was conducted in early 2019 and yielded oil at varying rates. Columbus is currently reviewing its options for the licence.

Weg Naar Zee (Suriname)

In October 2019, Columbus signed a Production Sharing Contract with Staatsolie Maatschappij Suriname N.V for the Weg Naar Zee Block, onshore Suriname ("Weg Naar Zee"). Weg Naar Zee is a large block (900 km²) in a proven hydrocarbon province. Columbus is planning for an extended well test to appraise the discovered resource and the asset is suitable for application of enhanced oil recovery techniques used by Columbus in Trinidad.

The summary information set out above has been provided by Columbus and derived from publicly available information. BPC Shareholders are encouraged to further review the various regulatory disclosures made publicly available by Columbus.

9. Information on BPC

BPC holds a 100 per cent. interest in five licences for hydrocarbon exploration, covering approximately 16,000 km² (4 million acres), located in the territorial waters of The Bahamas. Four of BPC's exploration licences are in the southern territorial waters of The Bahamas, referred to as Bain, Cooper, Donaldson, Eneas (these four licences together referred to as the "Southern Licences" or "Southern Licence area") and a fifth, the Miami licence, in the northern territorial waters of The Bahamas. The Southern Licences are BPC's principal focus.

BPC is currently on-track for drilling an initial exploration well, Perseverance #1, in late 2020 / early 2021, with the well targeting recoverable P50 oil resources of 0.77 billion barrels, with an upside of 1.44 billion barrels. The Perseverance #1 target is within a broader structural play that has been assessed as having resource potential of between 8 and 28 billion barrels STOIIP.

Southern Licences' period and work programme

The Southern Licences are currently in the second exploration period and have been extended such that currently BPC's work obligation is to commence an initial exploration well under the Southern Licences by the end of 2020. However, owing to the force majeure occasioned by the Covid-19 pandemic, the term of the Southern Licences will be further extended by an equivalent amount of time to the delay caused by the pandemic. In March 2020, BPC notified the Government of The Bahamas of the invocation of the force majeure clauses in the Southern Licences, which, depending on the ultimate duration of the force majeure, BPC expects will operate to extend the current exploration term of the Southern Licences to at least until the end of April 2021. The Southern Licences are commercially co-joined, meaning that the drilling of an initial exploration well on one of the Southern Licences will satisfy the work obligation in respect of all the Southern Licences.

At the conclusion of the second term for the Southern Licences, the licences may be extended for two further exploration periods of up to three years, each subject to approval by the Government of The Bahamas (which may not be unreasonably withheld if BPC meets its licence obligations). At the time of extension, BPC will be required to relinquish 50 per cent. of the Southern Licence area - an obligation which BPC considers may be satisfied largely by relinquishing areas in shallower waters over the Grand Bahamas Bank, which are of lesser technical interest to BPC at this time.

On entry into a third exploration period, the minimum work obligation will be to commence the drilling of a new exploration well, essentially every two years, following the completion of the initial exploration well. At any time during this period, BPC may apply for a production lease in respect of all or part of the area covered by the Southern Licences, subject to submission and agreement of a development plan. As with the exploration period extensions, if BPC meets its licence obligations, the grant of a production lease cannot be unreasonably withheld. Any such production lease would give BPC the right to produce petroleum from the relevant production area for a term of 30 years (and with a renewal right on application thereafter).

Work completed to-date

BPC was awarded its licences in 2007 and, since award of such licences, BPC has expended in excess of US$100 million on its licences, establishing a robust exploration project which is progressing towards drilling at the end of 2020 or in early 2021.

BPC has collected all available historical, geological and geophysical data from oil exploration projects in The Bahamas, including 8,000 line km of regional 2D seismic data and magnetic and gravity data. In 2010, BPC undertook the first modern offshore seismic acquisition survey in the southern Bahamas since the 1980s, which confirmed the presence of several large structures, providing the basis for an independent Competent Person's Report ("CPR") completed by Ryder Scott Company in July 2011. The CPR, which included the Bain, Cooper and Donaldson licensed areas, highlighted the existence of multiple fold and fault structures and an estimated mean 2 - 3 billion barrels unrisked recoverable oil resources from several different stacked reservoir intervals (with a high case of 7 billion barrels unrisked recoverable oil resources).

Subsequently, in 2011, BPC completed a 3D seismic survey of 3,076 km² within the Southern Licence area, using the latest CGG BroadSeis acquisition technology. This 3D seismic survey firmed up the previously identified structures mapped from the 2D seismic survey, confirming the petroleum resource potential in The Bahamas within multiple, large-scale structural prospects.

BPC has since undertaken several integrated studies and performed a range of technical work to continue to reduce the prospect uncertainty. This work further established the presence and robustness of the petroleum systems, and assessed and sought to mitigate individually source rock interval and maturity, trap formation, oil migration, reservoir and seal risks. Much of this work has been tested and validated through a farm-in process with a wide range of industry majors and large independents.

In 2017, BPC engaged Moyes & Co, an international petroleum industry consultancy, as external technical experts, to conduct an independent audit of BPC's own assessment of the total petroleum system and prospect portfolio utilising the full range of BPC's exhaustive database. The key findings were as follows:

I. Stock Tank Oil Initially In Place ("STOIIP") assessed for the prospect structures as 8.3 billion barrels, with an upside of up to 28 billion barrels;

II. Applying a recovery factor in the range of 20 - 40 per cent. to the Moyes & Co STOIIP volumetrics would result in unrisked Estimated Ultimate Recoverable ("EUR") resources in the range of 1.6 billion to 3.3 billion barrels (mean), and up to 11 billion barrels (upside); and

III. Moyes & Co independently calculated the probability of success ("PoS") factors for each of the stacked reservoirs assessed, the majority of which were calculated in the 25 - 35 per cent. range.

Based on several field developmental studies, BPC believes that the minimum field size for an economic development of this nature is less than 200 million barrels (versus the resource estimates measured in billions of barrels of oil, as noted in the independent Moyes & Co review), and that the project therefore offers robust commerciality even in a series of credible downside scenarios.

Progress to drilling

In February 2020, the Government of The Bahamas approved BPC's Environmental Authorisation ("EA"), thereby providing the final permitting to enable BPC to undertake the proposed activities associated with the drilling of the Perseverance #1 well at the specific location set out in the EA submission.

In addition to the licence extension and EA approval, significant operational and financial progress has been achieved by BPC during 2019 and into 2020 toward the drilling of the Perseverance #1 well. Notably, this included:

· July 2019 onwards: developed a well design and plan and associated costing, with an estimated cost to drill the Perseverance #1 well (as updated form time to time) in the range of US$25 million - US$30 million, with additional identified contingencies of up to a further US$5 million;

· September 2019 onwards: approval at BPC's annual general meeting for the temporary authority to issue new shares to underpin financing of drilling of initial exploration well in The Bahamas, if required. This enabled BPC to initiate a coordinated funding strategy toward securing the funding required for Perseverance #1 in a measured fashion. Initial phases of BPC's funding strategy were successfully executed - an Open Offer and Placing which raised gross proceeds of US$11.4 million, and entering into an agreement for a Conditional Convertible Note Subscription Agreement which, if available and fully drawn, would raise gross proceeds of £10.25 million;

· October 2019: opened temporary Houston office to accommodate drilling personnel consistent with the planned exploration well activities, and recruited an experienced drilling team;

· December 2019: process initiated seeking to provide Bahamians with an opportunity to invest in BPC's nationally significant project, via creation of a Bahamian-domiciled mutual fund to exclusively hold BPC Shares. In February 2020, there was a successful first closing of the Bahamian mutual fund initiative, raising gross proceeds equivalent to US$0.9 million;

· February 2020: Further expansion of conditional financial capacity to US$45 million through entry into an initial £8 million facility (extended to £16 million in March 2020) pursuant to a zero-coupon convertible bond with a Bahamian private family office investor.

In March 2020, as a result of the unprecedented and adverse impact of the spread of the Covid-19 pandemic, drilling operations were postponed until a time when safe and responsible drilling operations could be assured. At that time BPC proceeded to successfully reschedule key elements of its finance package to end of 2020, and notified the Government of The Bahamas of the delay arising from the force majeure event occasioned by the Covid-19 pandemic (which will result in a corresponding extension to the current term of BPC's licences into 2021).

Perseverance #1 well

In May 2020, BPC announced that it had entered into a fully termed, binding and unconditional rig contract with Stena DrillMax Ice Limited, a wholly-owned subsidiary of Stena Drilling Limited, for delivery of a sixth-generation drilling rig to location to commence drilling within a firm time slot between 15 December 2020 and 1 February 2021. The rig contract provides for significantly improved terms (notably, an all-in rig cost, including managed pressure drilling system, that reduced the estimated total cost of Perseverance #1 by approximately 15 per cent.), and has enabled BPC to reduce the estimated cost of Perseverance #1 to between US$21 million to US$25 million (with potential contingencies identified of up to US$5 million).

The Perseverance #1 well is targeting P50 recoverable prospective resources of 0.77 billion barrels of oil, with an upside of 1.44 billion barrels, from solely the northern structural closure portion of the B structure (BNorth). In total the B structure extends for between 70 and 80 km, has a mapped areal closure over 400 km² and has an aggregate most likely recoverable prospective resource potential in excess of 2.0 billion barrels.

Uruguay

On 9 June 2020, BPC announced that it had been awarded the AREA OFF-1 petroleum licence offshore Uruguay. BPC estimates that the licence could contain up to 1 billion barrels of oil equivalent, based on current mapping, from multiple exploration plays and leads in relatively shallow waters with significant running room, in a licence play system that is directly analogous to the Cretaceous turbidite discoveries currently being evaluated / developed offshore Guyana and Suriname. OFF-1 has an initial four-year exploration period, with a work obligation limited to reprocessing and reinterpretation of selected historical 2D seismic data (which BPC estimates will cost approximately US$200,000 per annum to discharge). There is no drilling obligation, and the licence includes staged no-cost exit points at BPC's sole election. BPC considers that OFF-1 is thus comparable to the "low cost option" represented by BPC's licences in The Bahamas when they were first awarded - a modest work commitment over four years that secures a sizeable, technically high quality, frontier play, with regional seismic available and exciting exploration upside in a jurisdiction - Uruguay - that represents a stable, well-regulated operating environment with an attractive, internationally comparable fiscal regime.

10. BPC's intentions and plans

General strategic plans

BPC believes that there is a strong strategic fit for its business with Columbus's business.

Following completion of the Merger, BPC's general strategic intent is to continue to manage and operate Columbus's portfolio of assets in Trinidad and Suriname alongside its own assets in The Bahamas and Uruguay. In managing the Columbus portfolio of assets, BPC will seek to continue operations as currently managed by Columbus, with a view to (i) maximising current oil production, revenues and profits, and (ii) review, refine and then implement Columbus's existing plan for undertaking various exploration and appraisal activities across the portfolio, with a view to materially increasing oil production, revenues and profits.

Board and management

Arrangements for the ongoing BPC Board and management of the Combined Group have been agreed to ensure the smooth integration of Columbus's and BPC's businesses, and to combine the expertise and capabilities of both businesses in what is considered to be the most efficient, value-additive manner.

In relation to the BPC Board, the existing BPC Directors will continue in office, comprising of five persons - Mr William Schrader (Non-Executive Chairman), Mr Simon Potter (Chief Executive Officer), and the existing three BPC independent Non-Executive Directors, Mr James Smith (Deputy Chairman), Mr Adrian Collins, and Mr Ross McDonald.

Columbus's Executive Chairman, Mr Leo Koot, will be invited to join the BPC Board as a Non-Executive Director (subject to completion of customary due diligence) and will be invited to become Chairman of the BPC Board's HSE Committee and a member of the BPC Board's Audit Committee - both providing a key operational oversight function - following the Scheme becoming Effective. In addition to this role, Mr Koot will be contracted to make available his services to BPC for two days a week for a period of at least six months following the Scheme becoming Effective in order to ensure business continuity. His role will, amongst other things, be to drive the South West Peninsula and Suriname projects, and he will participate in meetings of the BPC executive leadership team. Mr Anthony Hawkins, Mr Gordon Stein and Mr Michael Douglas will cease to act as directors of Columbus with effect from the Effective Date.

In relation to executive management and staff, on completion of the Merger, the Chief Executive Officer of the Combined Group will be Mr Simon Potter, currently the Chief Executive Officer of BPC. Likewise, BPC's Chief Commercial Officer (Mr Eytan Uliel), Finance Director and Company Secretary (Mr Benjamin Proffitt), Chief Operating Officer (Mr Nathan Rayner) and Drilling Director (Mr David Bond) will continue in their roles, albeit their remits broadened to assume responsibility for the enlarged business. Mr Geoffrey Leid, Columbus's current Managing Director responsible for operations in Trinidad will continue in this role, as will the in-country operating team / employee base in Trinidad, with no material changes. Mr Stewart Ahmed, the current Columbus Chief Technical Officer, will remain with the Combined Group under a consulting agreement for at least six months, and will assume particular responsibility for oversight of the Suriname operations. Mr Anthony Hawkins and Mr Gordon Stein will be contracted via consultancy agreements to provide services (as required) for a short period (expected to be three months) following completion of the Merger in order to ensure business continuity, the consultancy agreements being on financial terms equivalent to their existing contracts of employment for any days worked during the relevant period.

Other than as stated above, no proposals have been made on the terms of any incentive arrangements for relevant managers or the continuing Columbus Directors and there have been no discussions in respect of the terms of these arrangements.

Employees and pensions

BPC recognises the importance and value of the skills and experience of existing Columbus employees and believes they will be a key factor in maximising the success of the Combined Group following completion of the Merger. BPC does not have any employees in Trinidad and as such it is BPC's intention that the in-country operating team / employee base in Trinidad will remain in place, with no material changes. In relation to Suriname, neither BPC nor Columbus has any personnel in-country, and it is BPC's intention to recruit appropriate personnel in-country, in liaison with the Columbus Chief Technical Officer, as operations on the asset in Suriname increase.

BPC believes that its existing executive management, technical and operational personnel have a range of technical, commercial, operating and business development skills, experience and expertise that can be brought to bear in working with the in-country team in Trinidad in pursuit of the goals of maximising and growing oil production, revenues and profit. To this end, as soon as practicable following completion of the Merger, BPC's intention is to carry out a review of the Columbus business in order to assess any organisational and structural changes, including synergies, that may benefit the Combined Group. Undertaking such a review will necessarily involve BPC executives being able to freely travel to Trinidad, which currently cannot occur due to the impact of Covid-19 restrictions. From such time as the review process can responsibly commence, BPC estimates it will take approximately four months to complete. BPC does not presently expect any material change in headcount numbers or balance of skills and functions in Columbus's employee base arising from this review, but BPC does expect that there may be changes to the organisational structure to more seamlessly integrate total group operations - for example, integrating key technical or drilling staff in Trinidad into the broader BPC technical and drilling teams.

Following completion of the Merger, save as set out above with respect to the Columbus Directors, the existing contractual and statutory employment rights of existing management and employees of Columbus will be safeguarded. The pension rights of all employees will be safeguarded, and existing pension obligations in respect of Columbus's defined contribution scheme will be complied with and the scheme will remain open for the accrual of benefits to existing members and new members.

Locations, operations, re-deployment of fixed assets and research and development

Columbus has a serviced office in London and various offices in Trinidad. BPC has a head office in the Isle of Man, an office in The Bahamas, and a temporary office to support near-term drilling activities located in The Woodlands, Texas, USA. During the four-month review period mentioned above, BPC intends to maximise the integration of both companies by considering whether any overlap of office premises can be rationalised. BPC's preliminary view is that corporate head office of the Combined Group will remain in the Isle of Man, that the Columbus serviced office in London may be closed, and that the various offices in Trinidad and the temporary field office in Texas, USA will remain unaffected. However, BPC does intend to review the costs of all offices, with a view to determining whether operational savings or efficiencies can be derived from sourcing less costly premises.

Following completion of the Merger, it is intended that the Columbus holding company names will continue to be used at least in the interim period in respect of operations in Trinidad and Suriname.

There are no other likely repercussions of the Merger on the business locations of the Combined Group.

BPC does not intend to redeploy fixed assets of Columbus following completion of the Merger.

Columbus has no dedicated research and development function.

The Columbus Directors have given due consideration to BPC's stated intention and assurances noted above in deciding to recommend the Merger.

AIM quotation

BPC intends to seek the cancellation of the trading of Columbus Shares on AIM on or around the Effective Date. See paragraph 21 below for further information.

11. Lind Convertible Loan Agreement and Replacement Funding Agreement

Under the terms of the Convertible Loan Agreement, Lind agreed to make available to Columbus a convertible loan facility of US$4.5 million (£3.5 million) on the terms and subject to the conditions set out in the Convertible Loan Agreement. Consequent on the Convertible Loan Agreement, Lind is presently owed an amount of approximately US$2.8 million (£2.2 million) repayable on the terms and subject to the conditions of that agreement. Pursuant to the terms of the Convertible Loan Agreement, Lind also holds 7.5 million shares in Columbus which were issued to Lind for no premium and which Lind is required to pay for on termination of the Convertible Loan Agreement at a price equal to the average of any five daily volume weighted average prices per Columbus Share selected by Lind in its sole discretion during the 20 consecutive trading trays immediately prior to termination (the "Collateral Shares"), and holds various tranches of options exercisable at various strike prices over various periods of time. Upon the Scheme becoming Effective, it is expected that Lind will be owed an amount of approximately US$2.6 million (£2.0 million) under the Convertible Loan Agreement.

BPC has entered into a Replacement Funding Agreement with Trafalgar Capital Management (HK) Limited ("Trafalgar"), whereby, contemporaneously with the Scheme becoming Effective, Trafalgar will subscribe for approximately US$2.7 million (£2.1 million) of BPC Shares. BPC will apply those funds to repaying all amounts owing to Lind, in full settlement of the Convertible Loan Agreement. The number of BPC Shares to be issued to Trafalgar will be derived by reference to a formula that, as with the terms of the Convertible Loan Agreement, depends on the price of BPC Shares in the period prior to the date of the Scheme becoming Effective (being 90 per cent. of the average of any five daily volume weighted average prices per BPC Share as selected by Trafalgar in its sole discretion during the 20 trading days immediately prior to the Effective Date). Based on the current share price of BPC, this would, on an indicative basis, equate to approximately 80 million BPC Shares. BPC has also agreed with Trafalgar that at the same time the BPC Shares that will be issued in exchange for the Collateral Shares pursuant to the Scheme will be transferred to Trafalgar, at no cost to Trafalgar, or BPC will issue that number of New BPC Shares to Trafalgar at par consideration (0.002 pence per share).

As part of the Replacement Funding Agreement, if the average volume weighted average prices of BPC Shares in the four month period following the Effective Date is such that, had Trafalgar sold the BPC Shares held (but whether or not Trafalgar has in fact done so), insufficient to deliver to Trafalgar a 10 per cent. return on invested capital, BPC will also be required to make a "top-up" issue of BPC Shares to Trafalgar or pay an equivalent amount to Trafalgar in cash as BPC may in its sole discretion elect. BPC also has the right to terminate the Replacement Funding Agreement prior to the Scheme becoming Effective, in which case a 5 per cent. termination fee is payable, which BPC can elect to settle in cash or in newly issued BPC Shares, at a price equal to the average of any five daily volume weighted average prices per BPC Share selected by Trafalgar in its sole discretion during the 20 consecutive trading trays immediately prior to payment of the termination fee.

The full repayment of Lind via the proceeds of the Replacement Funding Agreement will mean that on the Scheme becoming Effective, the Combined Group will be debt free.

12. Columbus Share Plans

Almost all of the options to acquire Columbus Shares that have been granted and are outstanding under the Columbus Share Plans have an exercise price that is greater than the value of a Columbus Share implied by the Exchange Ratio. Holders of such options (including the Columbus Directors) will be contacted regarding the effect of the Scheme on their rights under the Columbus Share Plans. In connection with the Scheme, no additional arrangements have been made with Columbus Directors with respect to the incentive options they hold in the Columbus Share Plan. Options that are not exercised will lapse to the extent unexercised, in due course, in accordance with their terms, following the Effective Date. Any Columbus Shares issued pursuant to the exercise of options under the Columbus Share Plans prior to the Scheme Record Date will be subject to the terms of the Scheme. Columbus will not issue any new Columbus Shares after the Scheme Record Date until after the Effective Date.

As will be set out in the Notice of the Columbus General Meeting, an amendment to the articles of association of Columbus will be proposed at the Columbus General Meeting to the effect that any Columbus Shares allotted and issued pursuant to the Columbus Share Plans following the Effective Date (which are not subject to the Scheme) will be automatically transferred to, and purchased by, BPC on the same terms as the Merger.

13. Executive Salary Options

The holders of the Executive Salary Options have agreed with BPC that following the implementation of the Merger, each may elect either (i) to release their share options, conditional on the Merger taking place, in exchange for the number of New BPC Shares, calculated in accordance with the Exchange Ratio pursuant to the Scheme, that they would have received if such options were exercised prior to the Scheme Record Date; or (ii) exchange their existing options in Columbus for an equivalent number of options on the same terms in BPC, calculated in accordance with the Exchange Ratio.

Conditional on completion of the Merger, Mr Leo Koot, Mr Tony Hawkins and Mr Geoffrey Leid have indicated that they intend to release their options in exchange for New BPC Shares, and Mr Stewart Ahmed and Mr Gordon Stein have indicated that they intend to exchange their options for equivalent options in BPC.

The arrangements set above have been agreed with BPC and represent no material change from the existing contractual rights of the parties concerned.

14. Deferred Shares

Columbus has 418,379,981 Deferred Shares in issue. The Deferred Shares are not listed on any exchange and effectively have no rights, in particular they do not confer on their holders any right to any dividend or the right to receive notice of, attend, speak or vote at general meetings of Columbus. The holders of Deferred Shares are technically entitled, on a distribution of assets on a winding-up or other return of capital, to receive the amount paid up on their Deferred Shares, however, £1,000,000 (one million Pounds Sterling) must first have already been distributed to the holders of the ordinary shares in respect of each ordinary share, rendering this right to receive amounts practically non-existent.

The Deferred Shares will not form part of, and will not be affected by, the Merger and the Scheme. In accordance with Columbus's articles of association, Columbus shall procure the transfer of the Deferred Shares to BPC upon the Scheme becoming Effective.

15. Columbus Directors settlement and termination payments

On termination of their respective positions with Columbus on a change of control of Columbus, Columbus Directors will be entitled to contractual termination payments for loss of office equal to 12 months' salary or fees - (i) Mr Leo Koot - £300,000, (ii) Mr Anthony Hawkins - £250,000, (iii) Mr Gordon Stein - £190,000 and (iv) Mr Michael Douglas - £24,000. Messrs Koot, Hawkins, Stein and Douglas have agreed with BPC at their request that following the implementation of the Merger, each will receive their respective payments in the form of New BPC Shares, with the number of such New BPC Shares to be issued in satisfaction of the payment amount calculated by dividing the relevant sum due by the closing share price of Columbus on 10 June 2020, being the latest practicable date prior to the date of this Announcement, and then multiplying the Exchange Ratio.

16. Offer-related arrangements

Confidentiality Agreement

On 9 April 2020, Columbus and BPC entered into a mutual confidentiality agreement in customary form in relation to the proposed transaction. The Confidentiality Agreement contained certain undertakings in relation to the use and non-disclosure of certain confidential information.

Co-operation Agreement

On 11 June 2020, BPC and Columbus entered into a co-operation agreement (the "Co-operation Agreement"), pursuant to which BPC and Columbus have agreed certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the submissions and notifications to be made in relation to regulatory clearances and authorisations. BPC and Columbus have also agreed to provide each other with reasonable information, assistance and access for the preparation of their respective key shareholder documentation.

The Co-operation Agreement records BPC and Columbus's intention to implement the Merger by way of the Scheme, subject to the ability of BPC to proceed by way of a takeover offer in certain circumstances.

The Co-operation Agreement also contains provisions that will apply in respect of the Columbus Share Plans and certain other Columbus employee arrangements.

BPC undertakes to confirm to Columbus prior to the Court Hearing either that all Conditions have been satisfied or that it intends to invoke one or more of the Conditions.

The Co-operation Agreement shall be terminated with immediate effect if BPC and Columbus so agree in writing.

BPC has the right to terminate the Co-operation Agreement by written notice to Columbus if: (i) prior to the Long Stop Date, a third party announces a possible or firm intention to make an offer for Columbus, which is recommended by the Columbus Directors, (ii) a Columbus Board Adverse Recommendation Change (as defined in the Co-operation Agreement) occurs, or (iii) (assuming the Merger is being implemented by way of the Scheme) the Court Meeting, the Columbus General Meeting or the Court sanction hearing is/are not held on or before the 22nd day after the expected date of such meeting or hearing as set out in the Scheme Document or such later date as agreed.

Columbus has the right to terminate the Co-operation Agreement by written notice to BPC if: (i) the BPC Extraordinary General Meeting is not convened on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document or such later date as agreed; or (ii) a BPC Board Adverse Recommendation Change (as defined in the Co-operation Agreement) occurs.

In addition, either party has the right to terminate the Co-operation Agreement by written notice to the other party if (i) prior to the Long Stop Date, any Condition has been invoked by BPC (as permitted by the Panel); (ii) prior to the Long Stop Date, a third party competing offer becomes effective or is declared or becomes unconditional in all respects; (iii) if the Merger is, with the permission of the Panel, withdrawn or lapses in accordance with its terms prior to the Longstop Date; (iv) if the relevant resolutions are not passed by the requisite majority of the BPC Shareholders at the BPC Extraordinary General Meeting; (v) if the Scheme is not approved by the holders of Scheme Shares at the Court Meeting and/or Columbus Shareholders at the Columbus General Meeting or the Court refuses to sanction the Scheme; or (vi) if the Scheme has not become effective by the Longstop Date.

The Co-operation Agreement is governed by and construed in accordance with the laws of England.

17. The Scheme and the Meetings

The Merger is being implemented by means of a scheme of arrangement between Columbus and the Scheme Shareholders pursuant to the provisions of Part 26 of the Companies Act. The Scheme involves the transfer of the Scheme Shares to BPC, in consideration for New BPC Shares on the following basis: for each Scheme Share held by a Scheme Shareholder, 0.803 New BPC Shares.

Upon the Scheme becoming Effective and Columbus's register of members being updated to reflect the transfer of the Scheme Shares from the Scheme Shareholders to BPC, BPC becomes the owner of the entire issued share capital of Columbus.

The Scheme is subject to the Conditions and further terms set out in Appendix 1 of this Announcement.

To become Effective, the Scheme requires, amongst other things, the approval by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof, and the passing of a special resolution to be proposed at the Columbus General Meeting (or at any adjournment thereof) to deal with certain matters ancillary to the Scheme including the amendment to the articles of association of Columbus. Following the Court Meeting, the Columbus General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court at the Court Hearing. The Scheme will take effect when the Court Order has been delivered to the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether they attended or voted and, if they voted, whether they voted for or against the Scheme at the Court Meeting or on any resolution proposed at the Columbus General Meeting.

BPC reserves the right to elect (subject to the consent of the Panel) to implement the Merger by way of a Takeover Offer at any time before the Scheme becomes Effective, or following its withdrawal, in which case additional documents will be posted to Columbus Shareholders. In such event, the Merger will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) the inclusion of an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as BPC may determine) of the shares to which such offer relates).

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

18. Conditions of the Merger

Appendix 1 of this Announcement sets out the Conditions and further terms to which the Merger will be subject, including details of the requisite regulatory approvals.

19. Indicative timing

The timing of implementation of the Merger will be dependent upon a number of factors including availability of the Court and receipt of regulatory approvals. However, subject to these factors, it is currently expected that the posting of the Scheme Document and the BPC Circular will occur by the end of June 2020 and that the Scheme will become Effective in August 2020.

20. Admission of New BPC Shares

Application will be made to the London Stock Exchange for the New BPC Shares to be admitted to trading on AIM. It is expected that admission of the New BPC Shares to trading on AIM will become effective and that dealings for normal settlement in the New Shares will commence on AIM at 8.00 a.m. on the first Business Day following the Effective Date.

21. Cancellation of admission to trading on AIM and re-registration of Columbus as a private company

An application will be made to the London Stock Exchange prior to the Effective Date to cancel the admission of the Columbus Shares to trading on AIM with effect from the Effective Date in accordance with the terms of the Scheme.

On the Effective Date, Columbus will become a wholly owned subsidiary of BPC (and consequently together with BPC, the Combined Group). It is intended that admission of the New BPC Shares to trading on AIM will become effective on the business day following the Effective Date.

Subsequent to the Merger, BPC intends that Columbus be re-registered as a private limited company in due course.

22. Disclosure of interests in Columbus Shares

At the close of business on the Disclosure Date, neither BPC, nor the BPC Directors, nor any person acting in concert with BPC held any interests in, or rights to subscribe in respect of relevant Columbus securities.

23. Documents available on the website

Copies of the following documents will be made available on BPC's website at www.bpcplc.com and on Columbus's website at www.columbus-erp.com by no later than 12:00 noon (London time) on the Business Day following the date of this Announcement and will remain available until the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

· this Announcement;

· the irrevocable undertakings and letter of intent referred to in paragraphs 6 and 7 above; and

· the Confidentiality Agreement and the Co-operation Agreement referred to in paragraph 16 above.

24. General

The Merger will be subject to the terms and subject to the conditions set out in this Announcement and in Appendix 1, and the full terms to be set out in the Scheme Document when issued. The formal Scheme Document will be sent to Columbus Shareholders and, for information purposes, to persons with information rights and participants in Columbus Share Plans in due course. In deciding whether or not to vote in favour of the Scheme in respect of their Columbus Shares, Columbus Shareholders should consider the information contained, and the procedures described, in such documentation.

Certain further terms of the Merger are set out in Appendix 2, the bases and sources of certain information contained in this Announcement are set out in Appendix 3. A summary of the irrevocable undertakings and letter of intent received in relation to the Merger are set out in Appendix 4. Certain terms used in this Announcement are defined in Appendix 5.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Merger for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

Enquiries

Bahamas Petroleum Company plc Simon Potter, Chief Executive Officer	+44 (0) 1624 647 882
Gneiss Energy Limited (Financial Adviser to BPC) Jon Fitzpatrick / Paul Weidman	+44 (0) 20 3983 9263
Strand Hanson Limited (Nominated Adviser to BPC) Rory Murphy / James Spinney / Jack Botros	+44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Broker to BPC) Jerry Keen / Toby Gibbs	+44 (0) 207 408 4090
CAMARCO (Public Relations Adviser to BPC) Billy Clegg / James Crothers	+44 (0) 20 3757 4983
Columbus Energy Resources plc Leo Koot, Executive Chairman	+44 (0) 20 7203 2039
VSA Capital Limited (Rule 3 Adviser, Financial Adviser and Broker to Columbus) Andrew Raca / Maciek Szymanski / Pascal Wiese (Corporate Finance) Andrew Monk (Corporate Broking)	+44 (0) 20 3005 5000
Beaumont Cornish Limited (Nominated Adviser to Columbus) Roland Cornish / Rosalind Hill Abrahams	+44 (0) 20 7628 3396

Clyde & Co LLP is retained as legal adviser to BPC. Kerman & Co is retained as legal adviser to Columbus.

Important notices

Further information

This Announcement does not constitute a prospectus or prospectus equivalent document.

Disclosure requirements of the Code

Rule 2.9 disclosure

Overseas jurisdictions

Additional information for US investors

If the Merger is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.

Cautionary note regarding forward-looking statements

No profit forecasts, quantified financial benefit statements or estimates

Rounding

Publication on website and hard copies

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Columbus Shareholders may request a hard copy of this Announcement by emailing info@columbus-erp.com.

Important information

APPENDIX 1

CONDITIONS

Part A: Conditions and Certain Further Terms of the Scheme and the Merger

1 Conditions to the Scheme and the Merger

The Merger is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, by no later than the Longstop Date or such later date as BPC and Columbus may, with the consent of the Panel, agree and (if required) the Court may allow.

2 Scheme approval

2.1 The Scheme will be conditional upon:

(a) approval of the Scheme at the Court Meeting (or at any adjournment thereof, provided that the Court Meeting may not be adjourned beyond the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course or such later date (if any) as BPC and Columbus may agree and the Court may allow, subject to the Code and, if required, the consent of the Panel) by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

(b) all resolutions required to approve and implement the Scheme as set out in the notice of the Columbus General Meeting (including, without limitation, the special resolution) being duly passed by the requisite majority of Columbus Shareholders at the Columbus General Meeting (or at any adjournment thereof, provided that the Columbus General Meeting may not be adjourned beyond the 22nd day after the expected date of the Columbus General Meeting to be set out in the Scheme Document in due course or such later date (if any) as BPC and Columbus may agree and the Court may allow, subject to the Code and, if required, the consent of the Panel); and

(c) the sanction of the Scheme by the Court without modification or with modification on terms acceptable to BPC and Columbus (acting reasonably), provided that the Court Hearing may not be adjourned beyond the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course or such later date (if any) as BPC and Columbus may agree and, if required, the Court may allow and the delivery of a copy of the Court Order(s) to the Registrar of Companies.

2.2 In addition, subject to Part B below and to the requirements of the Panel, BPC and Columbus have agreed that the Merger will be conditional upon the following Conditions and, accordingly, the sanction of the Scheme by the Court will not be sought and the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

3 BPC Shareholder approval

Any resolution or resolutions of BPC Shareholders required to approve and implement the Merger being duly passed by the requisite majority at the BPC Extraordinary General Meeting (or at any adjournment thereof, provided that the BPC Extraordinary General Meeting may not be adjourned beyond the 22nd day after the expected date of the BPC Extraordinary General Meeting to be set out in the BPC Circular and the Scheme Document in due course or such later date (if any) as BPC and Columbus may agree (acting reasonably));

4 Admission to trading on AIM

The London Stock Exchange having acknowledged to BPC or its agent (and such acknowledgement not having been withdrawn) that the New BPC Shares will be admitted to trading on the London Stock Exchange's AIM Market;

5 Goudron EPSC

Prior to the date of the Court Hearing Columbus entering into the Goudron EPSC with Heritage Petroleum Company Limited on the terms of the draft Goudron EPSC, a copy of which draft document has been disclosed by Columbus to BPC prior to the date of this announcement.

6 Heritage Petroleum Company Limited consent

Heritage Petroleum Company Limited consenting to the Merger and confirming in writing prior to the date of the Court Hearing that it will not;

(a) exercise its right to terminate (i) the Goudron EPSC (if it has been entered into prior to the date of the Court Hearing) or the Goudron IPSC (if the Goudron EPSC has not been entered into prior to the date of the Court Hearing and BPC has agreed to waive the Condition in paragraph 5 in this respect), (ii) the Inniss-Trinity IPSC; or (iii) the South Erin Farmout Agreement as a result of the Merger; or

(b) exercise its right to charge a transaction fee of up to 20% of the cash value of the Merger which is attributable to Columbus's right and interest in the South Erin Farmout Agreement, or its right to charge a transaction fee of up to 20% of the cash value of the Merger which is attributable to Columbus's right and interest in the Goudron EPSC (if it has been entered into prior to the date of the Court Hearing).

7 Suriname Notification

A joint notification having been made by Columbus and BPC to Staatsolie Maatschappij Suriname N.V. (Staatsolie) pursuant to the Production Sharing Contract relating to the Weg Naar Zee Block Onshore Suriname and Staatsolie prior to the date of the Court Hearing not raising any objection to the Merger or imposing any additional material conditions or obligations with respect to the Production Sharing Contract.

8 General Third Party clearances

8.1 Excluding those referred to in the Conditions in paragraphs 6 and 7 in Part A of this Appendix 1, all material notifications to and filings with, Third Parties which are necessary having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed, been waived or been terminated (as appropriate) and all applicable statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Scheme or Merger or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Columbus or any other member of the Wider Columbus Group by any member of the Wider BPC Group or the carrying on by any member of the Wider Columbus Group of any material aspect of its business;

8.2 Other than in relation to the matters referred to in the Conditions in paragraphs 6 and 7 of Part A of this Appendix 1, no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is material in the context of the Merger and which would or might reasonably be expected to:

(a) make the Scheme or the Merger or, in each case, its implementation or the acquisition or proposed acquisition by BPC or any member of the Wider BPC Group of any shares or other securities in, or control or management of, Columbus or any member of the Wider Columbus Group void, illegal or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or delay the same or impose additional material conditions or obligations with respect to the Scheme or the Merger or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Merger or such acquisition, or require material amendment to the terms of the Scheme or Merger or the acquisition or proposed acquisition of any Columbus Shares or the acquisition of control or management of Columbus or the Wider Columbus Group by BPC or any member of the BPC Group;

(b) materially limit or delay, or impose any material limitations on, the ability of any member of the Wider BPC Group or any member of the Wider Columbus Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Columbus Group or any member of the Wider BPC Group, to an extent which is or could be material in the context of the Combined Group taken as a whole or material in the context or the Merger;

(c) require, prevent or materially delay the divestiture by any member of the Wider BPC Group of any shares or other securities in any member of the Columbus Group;

(d) require, prevent or materially delay the divestiture or alter the terms envisaged for any such divestiture by any member of the Wider BPC Group or by any member of the Wider Columbus Group of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(e) except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider BPC Group or of the Wider Columbus Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider Columbus Group or any asset owned by any Third Party (other than in the implementation of the Merger);

(f) materially limit the ability of any member of the Wider BPC Group or any member of the Wider Columbus Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider BPC Group or of the Wider Columbus Group to an extent which is material in the context of the Wider Columbus Group taken as a whole or the Wider BPC Group taken as a whole (as the case may be);

(g) result in any member of the Wider Columbus Group or any member of the Wider BPC Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider Columbus Group taken as a whole or the Wider BPC Group taken as a whole (as the case may be); or

(h) otherwise materially adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Columbus Group or any member of the Wider BPC Group,

and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

8.3 Excluding those referred to in the Conditions in paragraphs 6 and 7 of Part A of this Appendix 1, all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Scheme or Merger or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Columbus or any other member of the Wider Columbus Group by any member of the Wider BPC Group or the carrying on by any member of the Wider Columbus Group of any material aspect of its business having been obtained or having been deemed to have been given or obtained, in terms and in a form satisfactory to BPC (acting reasonably), from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Columbus Group has entered into contractual arrangements and all such Authorisations necessary for the carrying on by any member of the Wider Columbus Group of its business having been obtained and all such Authorisations remaining in full force and effect at the time at which the Merger becomes effective or otherwise wholly unconditional and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same, in each case where the absence of such Authorisation would have a material adverse effect on the Wider Columbus Group (taken as a whole);

9 Certain matters arising as a result of any arrangement, agreement etc.

9.1 Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Columbus Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Merger or the acquisition or proposed acquisition by any member of the Wider BPC Group of any shares or other securities (or the equivalent) in Columbus or because of any change in the control or management of any member of the Wider Columbus Group or otherwise, could or might reasonably be expected to result in:

(a) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Columbus Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Columbus Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b) the creation (save in the ordinary course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Columbus Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Columbus Group thereunder, being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(d) any asset or interest of any member of the Wider Columbus Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of otherwise than in the ordinary course of business;

(e) any member of the Wider Columbus Group ceasing to be able to carry on business under any name under which it presently does so;

(f) the creation of any material liability (actual or contingent) by any member of the Wider Columbus Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(g) the rights, liabilities, obligations, interests or business of any member of the Wider Columbus Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any member of the Wider Columbus Group in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(h) the financial or trading position or the value of any member of the Wider Columbus Group being prejudiced or adversely affected,

which, in each of the foregoing cases is material and adverse in the context of the Wider Columbus Group (taken as a whole) and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Columbus Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, could result in any of the events or circumstances which are referred to in paragraphs (a) to (h) of this Condition 9 (in each case, to the extent which is material in the context of the Wider Columbus Group (taken as a whole));

9.2 Since 31 December 2018 and except as Disclosed, no member of the Wider Columbus Group having:

(a) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or securities or convertible securities or transferred or sold or agreed to transfer or sell any shares out of treasury, other than as between Columbus and wholly-owned subsidiaries of Columbus and other than any shares issued upon the exercise of any options or the vesting of any employee share awards granted under any of the Columbus Share Plans;

(b) purchased or redeemed or repaid any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(c) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue other than to Columbus or a wholly-owned subsidiary of Columbus;

(d) made or authorised any change in its loan capital;

(e) (other than pursuant to the Scheme (and except for transactions between Columbus and its wholly owned subsidiaries or between the wholly owned subsidiaries of Columbus and transactions other than in the ordinary course of business)) disposed of or transferred, mortgaged, charged or created any security interest over any material asset or any right, title or interest in any material asset (including shares in any undertaking and trade investments) or authorised the same, in any such case to an extent which is material in the context of the Wider Columbus Group (taken as a whole);

(f) (except for transactions between Columbus and its wholly owned subsidiaries or between the wholly owned subsidiaries of Columbus or otherwise in the ordinary course of business) issued or authorised the issue of, or made any change in or to the terms of, any debentures or incurred or increased any indebtedness or liability (actual or contingent), which is material in the context of the Wider Columbus Group taken as a whole;

(g) entered into, materially varied, or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business, which:

is of a long term, onerous or unusual nature or magnitude or which involves an obligation of such nature or magnitude; or

could materially restrict the business of any member of the Wider Columbus Group;

(h) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in respect of itself or another member of the Wider Columbus Group otherwise than in the ordinary course of business;

(i) entered into or materially varied the terms of, any contract, service agreement or binding arrangement with any of the directors or senior executives of any member of the Wider Columbus Group except for salary increases, bonuses or variations of terms in the ordinary course or as a result of genuine promotion;

(j) (other than in respect of a member of the Wider Columbus Group which is dormant and was solvent at the time) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction in each case as would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Columbus Group taken as a whole;

(k) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in each case as would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Columbus Group taken as a whole;

(l) waived or compromised any claim, otherwise than in the ordinary course of business, which is material in the context of the Wider Columbus Group as a whole;

(m) save as required or envisaged in accordance with the terms of the Scheme or in connection with the Merger, made any alteration to its memorandum or articles of association which is material in the context of the Merger;

(n) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to:

any significant change:

(A) to the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Columbus Group for its directors, employees or their dependants; or

(B) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or

(C) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made; or

any change to the trustees including the appointment of a trust corporation,

to an extent which is in any such case material in the context of the Wider Columbus Group;

(o) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Columbus Group, which is in any such case material in the context of the Wider Columbus Group taken as a whole; or entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this Condition 9;

10 No adverse change, litigation or regulatory enquiry

10.1 Except as Disclosed and/or other than as a result of the Merger, since 31 December 2018 (in each case to an extent which is or could be material in the context of the Wider Columbus Group taken as a whole or the Wider BPC Group taken as a whole, or material in the context of the Merger):

(a) there having been no adverse change or deterioration and no circumstance having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects or operational performance of any member of the Wider Columbus Group or any member of the Wider BPC Group;

(b) no contingent or other liability in respect of any member of the Wider Columbus Group or in respect of any member of the Wider BPC Group, which is, or which would be likely to, affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Columbus Group or any member of the Wider BPC Group having arisen or become apparent or increased;

(c) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Columbus Group or any member of the Wider BPC Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Columbus Group or any member of the Wider BPC Group;

(d) (other than as a result of the Merger) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened in writing, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Columbus Group or any member of the Wider BPC Group;

(e) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Columbus Group or any member of the Wider BPC Group which is necessary for the proper carrying on of its business; or

(f) no member of the Wider Columbus Group nor any member of the Wider BPC Group having conducted its business in material breach of any applicable laws and regulations;

11 No discovery of certain matters

11.1 Neither BPC nor Columbus having discovered (in each case to an extent which is or could be material in the context of the Wider Columbus Group taken as a whole or material in the context of the Merger):

(a) that any financial or business or other information concerning the Wider Columbus Group or the Wider BPC Group publicly disclosed by or on behalf of any member of the Wider Columbus Group or the Wider BPC Group (as the case may be) prior to the date of this announcement is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to BPC or Columbus as applicable;

(b) that any member of the Wider Columbus Group, otherwise than in the ordinary course of business, is subject to any liability (actual or contingent) which is not disclosed in Columbus's annual report and accounts for the financial year ended 31 December 2018 and which has not been Disclosed; or

(c) any information which has not been Disclosed and which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Columbus Group;

11.2 BPC not having discovered, other than as Disclosed (in each case to an extent which is or could be material in the context of the Wider Columbus Group taken as a whole or material in the context of the Merger);

(a) that any past or present member of the Wider Columbus Group has not complied in any material respect with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, which, in any case, such non-compliance would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the Wider Columbus Group; or

(b) that there is, or is likely to be, any material liability, whether actual or contingent, to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied or made use of by any past or present member of the Wider Columbus Group under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Third Party; and

12 Anti-corruption, sanctions and criminal property

12.1 BPC not having discovered other than as Disclosed that, in each case to an extent which is or could be material in the context of the Wider Columbus Group taken as a whole or material in the context of the Merger:

(a)

any past or present member, director, officer or employee of the Wider Columbus Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation applicable to the Wider Columbus Group; or

any person that performs or has performed services for or on behalf of the Wider Columbus Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or

(b) any material asset of any member of the Wider Columbus Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(c) any past or present member, director, officer or employee of the Wider Columbus Group has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(d) a member of the Wider Columbus Group has engaged in any transaction which would cause BPC to be in breach of any law or regulation upon its (direct or indirect) acquisition of Columbus, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

12.2 For the purpose of these Conditions:

(a) Third Party means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel;

(b) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything (and in each case, not having withdrawn the same) and intervene shall be construed accordingly; and

(c) Authorisations means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, permissions and approvals, in each case, of a Third Party.

(d) Disclosed means:

In relation to Columbus, the information disclosed by, or on behalf of Columbus, (i) in the audited results of the Columbus Group for the financial year ended 31 December 2018; (ii) in the annual report and accounts of the Columbus Group for the financial year ended 31 December 2018; (iii) in the unaudited interim results of the Columbus Group for the period ended 30 June 2019; (iv) in the Announcement; (v) in any other announcement to a Regulatory Information Service by, or on behalf of, Columbus prior to the Announcement Date; (vi) in the Project BPC online virtual data room facility provided by Egnyte on behalf of Columbus; or (vii) as otherwise fairly disclosed to BPC (or its respective officers, employees, agents or advisers) prior to the Announcement Date.

In relation to BPC, the information disclosed by, or on behalf of BPC, (i) in the audited results of the BPC Group for the financial year ended 31 December 2019; (ii) in the annual report and accounts of the BPC Group for the financial year ended 31 December 2019;; (iii) in the Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of, BPC prior to the Announcement Date; (v) in the Project BPC online virtual data room provided by BPC; or (vi) as otherwise fairly disclosed to Columbus (or its respective officers, employees, agents or advisers) prior to the Announcement Date.

Part B: Waiver and invocation of the Conditions

1 The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by BPC or Columbus (as applicable) to be or remain satisfied by no later than the Longstop Date.

2 Subject to the requirements of the Panel, BPC reserves the right in its sole discretion to waive:

(a) those parts of all or any of the Conditions in paragraph 2 of Part A of this Appendix 1 relating to the deadlines for the Court Meeting, Columbus General Meeting and/or the Court Hearing. If any such deadline is not met, BPC shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with Columbus to extend the relevant deadline; and

(b) in whole or in part, all or any of (only so far as they relate to Columbus, the Wider Columbus Group or any part thereof) the Conditions in paragraphs 5 to 12 (inclusive) in Part A of this Appendix 1.

3 Subject to the requirements of the Panel, Columbus reserves the right in its sole discretion to waive:

(a) that part of the Condition in paragraph 3 of Part A of this Appendix 1 relating to the deadline for the BPC Extraordinary General Meeting. If such deadline is not met, Columbus shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the deadline or agreed with BPC to extend the deadline; and

(b) in whole or in part (only so far as it relates to BPC, the Wider BPC Group or any part thereof) the Conditions in paragraphs 10.1 and 11.1(a) in Part A of this Appendix 1.

4 Save as set out above in respect of paragraphs 2 and 3 in Part A of this Appendix 1, the Conditions in paragraphs 1 to 4 (inclusive) in Part A of this Appendix 1 cannot be waived.

5 Save where BPC has confirmed the satisfaction or waiver of all Conditions (other than the Conditions in paragraph 2 in Part A of this Appendix 1) pursuant to the terms of the Co-operation Agreement, BPC shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A above by a date earlier than the latest date specified above for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

6 If the Panel requires BPC to make an offer or offers for any Columbus Shares under the provisions of Rule 9 of the Code, BPC may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

8 Under Rule 13.5(a) of the Code, BPC may not invoke a Condition so as to cause the Merger not to proceed, to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to BPC in the context of the Merger. The Conditions in paragraphs 1 to 4 (inclusive) in Part A of this Appendix 1 are not subject to this provision of the Code.

9 Under Rule 13.6 of the Code, Columbus may not invoke, or cause or permit BPC to invoke, the Condition in paragraphs 10.1 and 11.1(a) in Part A of this Appendix 1 unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Columbus Shareholders in the context of the Merger.

APPENDIX 2

CERTAIN FURTHER TERMS OF THE MERGER

Implementation by way of Takeover Offer

BPC reserves the right to elect to implement the Merger by way of a Takeover Offer, subject to the Panel's consent and to the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. or such other percentage (being more than 50 per cent.) as BPC may in accordance with the provisions of the Co-operation Agreement decide (subject to the Panel's consent): (i) in nominal value of the shares to which such Takeover Offer relates; and (ii) of the voting rights attaching to those shares.

1 Certain further terms of the Merger

1.1 Fractions of New BPC Shares will not be issued to Scheme Shareholders under the Scheme. Fractional entitlements to New BPC Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to the relevant Scheme Shareholders. However, individual entitlements to amounts (after the deduction of all commissions and expenses incurred in connection with such sale, including any value added tax payable on the proceeds of sale) of less than £5 will not be paid to the relevant Scheme Shareholder but will be retained for the benefit of BPC.

1.2 Columbus Shares will be acquired by BPC fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital made, on or after the date of this announcement.

1.3 The Merger will be subject, inter alia, to the Conditions and certain further terms which are set out in Appendix 1 above and this Appendix 2 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the Code.

1.4 The availability of the Merger to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

1.5 This announcement and any rights or liabilities arising hereunder, the Merger, the Scheme, and any Forms of Proxy and other proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

1.6

APPENDIX 3

SOURCES AND BASES OF INFORMATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1.1 The value attributed to the Offer is based on:

1.1.1 The value of 3.33 pence per BPC Share, being the Closing Price on Thomson Reuters Eikon on 10 June 2020 (being the last trading day prior to the Announcement Date);

1.1.2 multiplying by the number of fully diluted Columbus Shares, being 941,527,205. This is based on 918,014,741 Columbus Shares currently in issue and a further, in aggregate, 23,512,464 Columbus Shares which may be issued on or after the date of this Announcement, but before the Effective Date, pursuant to the Contractor Shares Scheme, being an estimated 9,500,000 Columbus Shares, and other contractual commitments, being an estimated 14,012,464 Columbus Shares; and

1.1.3 multiplying by the Exchange Ratio.

1.2 Unless otherwise stated, all prices for Columbus Shares are Closing Prices derived from Thomson Reuters Eikon for the particular date(s) concerned.

1.3 Unless otherwise stated all prices for BPC Shares are Closing Prices derived from Thomson Reuters Eikon.

1.4 Unless otherwise stated all exchange rates are the average of the "best ask" and "best bid" US$ / £ cross rate sourced from Bloomberg on 10 June 2020 (being the last Business Day in the United States prior to the Announcement Date).

1.5 Volume weighted average prices are derived from Thomson Reuters Eikon for the time periods stipulated.

1.6 The proportionate ownership of the Combined Group between the Scheme Shareholders, outgoing Columbus executives and the BPC Shareholders respectively is based on:

1.6.1 for Scheme Shareholders and outgoing Columbus executives, (i) the fully diluted Columbus Shares of 941,527,205, as set out in 1.1.2 above, multiplied by the Exchange Ratio, resulting in 756,046,346 New BPC Shares, plus (ii) 25,562,167 New BPC Shares to be issued in respect of termination payments to Columbus executives, plus (iii) 22,026,766 New BPC Shares in respect of the exchange of certain Columbus executives' nil-cost options, resulting in 803,635,279 New BPC Shares;

1.6.2 for BPC Shareholders, (i) BPC Shares currently outstanding of 2,448,438,757, plus (ii) 35,337,328 BPC Shares to be issued to BPC Investment Fund Ltd, expected after the date of this Announcement but before the Effective Date, plus (iii) 80,000,000 New BPC Shares pursuant to the Replacement Funding Agreement to settle the Lind Convertible Loan Agreement, resulting in 2,563,776,085 BPC Shares;

1.6.3 The proportionate ownership of the Combined Group assumes that no outstanding Columbus share options are exercised prior to the Effective Date.

1.7 Unless otherwise stated, the financial information relating to Columbus has been extracted or derived (without any adjustment) from the audited consolidated accounts of the Columbus Group for the financial year ended 31 December 2018 and the unaudited interim results of the Columbus Group for the six months to 30 June 2019, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and available on Columbus's website at www.columbus-erp.com.

1.8 Unless otherwise stated, the financial information relating to BPC has been extracted or derived (without any adjustment) from the audited consolidated financial statements of the BPC Group for the financial year ended 31 December 2019 prepared in accordance with International Financial Reporting Standards as adopted by the European Union and available on BPC's website at www.bpcplc.com.

1.9 Certain figures included in this Announcement have been subject to rounding adjustments.

All information relating to Columbus and BPC has been provided by persons duly authorised by the Columbus Board and the BPC Board respectively.

APPENDIX 4

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

(A) Columbus Directors' irrevocable undertakings to vote

The following Columbus Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Merger at the Court Meeting and General Meeting in respect of their own beneficial holdings of Columbus Shares:

Name of Columbus Director	Number of Columbus Shares	Percentage of issued share capital of Columbus
Mr Leo Koot	13,137,930	1.43
Mr Michael Douglas	1,472,917	0.16
Mr Gordon Stein	515,449	0.06
Mr Anthony Hawkins	N/A	N/A

The obligations of the Columbus Directors under the irrevocable undertakings given by them shall lapse and cease to have effect: (a) if the Scheme Document (or, in the case of a Takeover Offer, the offer document) is not released within 28 days of the date of publication of this Announcement; or (b) if BPC announces, with the consent of the Panel, that it does not intend to proceed with the Merger and/or if the Merger lapses or is withdrawn, and in either case no new, revised or replacement acquisition is announced in accordance with Rule 2.7 of the Code.

(B) Columbus Shareholders' irrevocable undertakings to vote for the Merger and the Scheme

The following Columbus Shareholders have given irrevocable undertakings to vote in favour of the resolutions relating to the Merger at the Court Meeting and General Meeting in respect of their own beneficial holdings of Columbus Shares:

Name of Columbus Shareholder	Number of Columbus Shares	Percentage of issued share capital of Columbus
Mr Michael Joseph	63,537,605	6.92
Mrs Laura Lord	14,285,714	1.56

The obligations of the Columbus Shareholders under the irrevocable undertakings given by them shall lapse and cease to have effect on, inter alia,: (a) if the Scheme lapses or is withdrawn; or (b) if the Scheme has not become effective by 5.30 p.m. (London time) on or before the Longstop Date or such later time or date as Columbus and BPC (with the consent of the Panel) agree.

The following Columbus Shareholder has given a letter of intent to vote (or procure the vote) in favour of the resolutions relating to the Merger at the Court Meeting and General Meeting in respect of their own beneficial holdings of Columbus Shares:

Name of Columbus Shareholder	Number of Columbus Shares	Percentage of issued share capital of Columbus
Schroder Investment Management Limited	84,403,571	9.19

The obligations of the Columbus Shareholder under the letter of intent given by it shall lapse and cease to have effect, inter alia, (a) if the Scheme Document has not been sent to Columbus Shareholders by 5 p.m. (London time) on 30 June 2020; or (b) if the Court Meeting and/or the Columbus General Meeting has not taken place by 5 p.m. (London time) on 27 July 2020.

(D) BPC Directors' irrevocable undertakings to vote for the Merger

The following BPC Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Merger at the BPC Extraordinary General Meeting in respect of their own beneficial holdings of BPC Shares:

BPC Director	Number of BPC Shares	Percentage of issued share capital of BPC
Simon Potter	4,800,000	0.20
William Schrader	3,690,000	0.15
Adrian Collins	2,640,000	0.11
Ross McDonald	2,470,000	0.10
James Smith	2,220,000	0.09

The obligations of the BPC Directors under the irrevocable undertakings given by them shall lapse and cease to have effect: (a) if the Scheme Document (or, in the case of a Takeover Offer, the offer document) is not released within 28 days of the date of publication of this Announcement; or (b) if BPC announces, with the consent of the Panel, that it does not intend to proceed with the Merger and/or if the Merger lapses or is withdrawn, and in either case no new, revised or replacement acquisition is announced in accordance with Rule 2.7 of the Code.

APPENDIX 5

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

AIM	AIM, a market operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)
Announcement	this announcement of a firm intention to make the Offer pursuant to Rule 2.7 of the Code
Announcement Date	11 June 2020
Authorisations	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals
Board	the board of directors of BPC or Columbus (as applicable) with the terms "BPC Board" and "Columbus Board" being construed accordingly
BPC	Bahamas Petroleum Company plc
BPC Board Adverse Recommendation Change	(a) if BPC makes an announcement prior to the publication of the Scheme Document that: (i) the BPC Directors no longer intend to make the BPC Board Recommendation or intend adversely to modify or qualify such recommendation; (ii) it will not convene the BPC Extraordinary General Meeting; or (iii) it intends not to post the BPC Circular or (if different) the document convening the BPC Extraordinary General Meeting; (b) if BPC makes an announcement that it will delay the convening of, or will adjourn the BPC Extraordinary General Meeting without the consent of Columbus not to be unreasonably withheld, delayed or conditioned, except where such delay or adjournment is for reasons outside BPC's control; (c) the BPC Board Recommendation is not included in the BPC Circular; or (d) the BPC Directors withdraw or adversely modify or qualify the BPC Board Recommendation;
BPC Board Recommendation	a unanimous and unqualified recommendation from the BPC Directors to the BPC Shareholders in respect of the Merger to vote in favour of the BPC Resolution
BPC Circular	the circular to be despatched to the shareholders of BPC in connection with the Merger and convening the BPC Extraordinary General Meeting, including any supplementary circular
BPC Directors	the directors of BPC
BPC Extraordinary General Meeting	the extraordinary general meeting of BPC Shareholders (including any adjournment thereof) to be convened in connection with the Merger
BPC Group	BPC and its subsidiaries and, where the context permits, each of them
BPC Resolution	the shareholder resolution(s) of BPC that are necessary to approve, implement and effect the Merger whether by way of the Scheme or the Offer, and the allotment and issue of BPC Shares contemplated in the Announcement
BPC Shareholders	the holders of BPC Shares
BPC Shares	the allotted and issued and fully paid ordinary shares of 0.002p in the capital of BPC
Business Day	a day (other than Saturdays, Sundays and public holidays in London, UK) on which banks are open for general commercial business
Closing Price	the closing middle market quotation derived from Thomson Reuters Eikon for the particular date(s) concerned
Code	the City Code on Takeovers and Mergers in the UK
Collateral Shares	7,500,000 Columbus Shares issued to Lind pursuant to the Convertible Loan Agreement
Columbus	Columbus Energy Resources plc
Columbus Board Adverse Recommendation Change	(a) if Columbus makes an announcement prior to the publication of the Scheme Document that: (i) the Columbus Directors no longer intend to make the Columbus Board Recommendation or intend adversely to modify or qualify such recommendation; (ii) it will not convene the Court Meeting or the Columbus General Meeting; or (iii) it intends not to post the Scheme Document or (if different) the document convening the Columbus General Meeting; (b) if Columbus makes an announcement that it will delay the convening of, or will adjourn, the Court Meeting, the Columbus General Meeting, in each case without the consent of BPC not to be unreasonably withheld, delayed or conditioned, except where such delay or adjournment is for reasons outside Columbus's control; (c) the Columbus Board Recommendation is not included in the Scheme Document; or (d) the Columbus Directors withdraw or adversely modify or qualify the Columbus Board Recommendation
Columbus Board Recommendation	a unanimous and unqualified recommendation from the Columbus Directors to the Columbus Shareholders in respect of the Merger: (a) to vote in favour of such shareholder resolutions of Columbus as are necessary to approve, implement and effect the Scheme and the Merger and the changes to Columbus' articles of association contemplated in the Announcement; or (b) if BPC elects to implement the Merger by means of an Offer in accordance with the terms of the Cooperation Agreement, to accept the Offer
Columbus Directors	the board of directors of Columbus, as at the date of this Announcement
Columbus General Meeting	the general meeting of Columbus Shareholders (including any adjournment thereof) to be convened in connection with the Scheme
Columbus Group	Columbus and its subsidiaries and, where the context permits, each of them
Columbus Shares	the existing unconditionally allotted and issued and fully paid ordinary shares of 0.05 penny each in the capital of Columbus and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective
Columbus Shareholders	the holders of Columbus Shares
Columbus Share Plans	any deed or agreement, pursuant to which a right to acquire ordinary shares in the capital of the Company has been granted by the Company to any individual or entity
Combined Group	the combined Columbus Group and BPC Group following completion of the Offer
Companies Act	the Companies Act 2006 as amended from time to time
Conditions	the conditions to the implementation of the Offer, as set out in Appendix 1 of this Announcement
Confidentiality Agreement	a confidentiality agreement dated 9 April 2020 between Columbus and BPC
Contractor Share Scheme	a share scheme operated by Columbus where the fees of certain service provides to the Columbus Group are settled by the allotment and issued of Columbus Shares
Convertible Loan Agreement	the agreement entered into by Columbus and Lind Global Macro Fund, LP on 8 November 2019, whereby Lind Global Macro Fund, LP made available a convertible loan facility of up to US$4.5 million to Columbus
Co-operation Agreement	an agreement dated 11 June 2020 between Columbus and BPC in connection with the Merger
Court	the High Court of Justice in England and Wales
Court Hearing	the hearing by the Court to consider whether to sanction the Scheme under Part 26 of the Companies Act
Court Meeting	the meeting (or any adjournment thereof) of Scheme Shareholders (or any relevant class or classes thereof) to be convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, for the purpose of considering and, if thought fit, approving the Scheme (with or without modification)
Court Order(s)	the order(s) of the Court sanctioning the Scheme
Dealing Disclosure	has the same meaning as in Rule 8 of the Code
Deferred Shares	deferred shares of 0.95p each in the capital of Columbus
Disclosed	(i) in relation to Columbus, the information disclosed by, or on behalf of Columbus, (i) in the audited results of the Columbus Group for the financial year ended 31 December 2018; (ii) in the annual report and accounts of the Columbus Group for the financial year ended 31 December 2018; (iii) in the unaudited interim results of the Columbus Group for the period ended 30 June 2019; (iv) in the Announcement; (v) in any other announcement to a Regulatory Information Service by, or on behalf of, Columbus prior to the Announcement Date; (vi) in the Project BPC online virtual data room facility provided by Egnyte on behalf of Columbus; or (vii) as otherwise fairly disclosed to BPC (or its respective officers, employees, agents or advisers) prior to the Announcement Date. (ii) in relation to BPC, the information disclosed by, or on behalf of BPC, (i) in the audited results of the BPC Group for the financial year ended 31 December 2019; (ii) in the annual report and accounts of the BPC Group for the financial year ended 31 December 2019;; (iii) in the Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of, BPC prior to the Announcement Date; (v) in the Project BPC online virtual data room provided by BPC; or (vi) as otherwise fairly disclosed to Columbus (or its respective officers, employees, agents or advisers) prior to the Announcement Date.
Disclosure Table	details of offeree companies and offerors currently in an offer period published by the Panel under Rule 8 of the Code
Effective	in the context of the Offer: (i) if the Offer is implemented by way of the Scheme, means the Scheme having become effective pursuant to its terms; or (ii) if the Offer is implemented by way of a Takeover Offer, such offer having become or been declared unconditional in all respects in accordance with its terms
Effective Date	the date on which the Scheme becomes Effective in accordance with its terms or, if BPC elects and the Panel consents to implement the Offer by way of a Takeover Offer, the date on which the Takeover Offer is declared or becomes unconditional in all respects in accordance with the requirements of the Code
EPSC	enhanced production service contract
Exchange Ratio	0.803 New BPC Shares for each Scheme Share
Excluded Share	any Columbus Share which is controlled by or registered in the name of or is beneficially owned by any member of the BPC Group at the Scheme Record Time
Executive Salary Options	the executive salary scheme administered by Columbus whereby executive management received all or part of their salary in nil cost options, as previously disclosed via the Regulatory Information Service
Existing BPC Share Capital	the existing issued and outstanding share capital in BPC, comprising 2,448,438,757 BPC Shares as at 10 June 2020 (being the latest practicable date prior to the Announcement Date)
FCA or Financial Conduct Authority	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (as amended)
Forms of Proxy	the forms of proxy for use at the Court Meeting and the Columbus General Meeting, which accompany this Scheme Document
IPSC	incremental production service contract
Holder	a registered holder and includes any person entitled by transmission
Lind	Lind Global Macro Fund, LP
London Stock Exchange	London Stock Exchange plc
Longstop Date	15 November 2020 or such later date (if any) as BPC and Columbus may agree and (if required) the Court and the Panel may allow
Meetings	the Court Meeting and the Columbus General Meeting and the singular "Meeting" shall be construed accordingly
Merger	the proposed merger by acquisition of the entire issued and to be issued ordinary share capital of Columbus by BPC, to be effected by the Scheme described in this Announcement (or by the Offer under certain circumstances described in this Announcement)
New BPC Shares	the new BPC Shares proposed to be allotted and issued to Scheme Shareholders, in respect of termination payments to Columbus executives, in respect of the exchange of certain Columbus executives' nil-cost options and pursuant to the Replacement Funding Agreement in connection with the Merger, being 883,635,279 BPC Shares
Offer	the recommended share for share exchange offer being made by BPC to acquire the entire issued and to be issued ordinary share capital of Columbus to be implemented by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof
Offer Period	the offer period (as defined by the Code) relating to Columbus, which commenced on 11 June 2020 and which will end on the Effective Date
Opening Position Disclosure	an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer if the person concerned has such a position
Overseas Shareholders	Columbus Shareholders (or nominees of, or custodians or trustees for, Columbus Shareholders) not resident in, or nationals or citizens of, the United Kingdom
Panel	the Panel on Takeovers and Mergers in the UK
Registrar	Share Registrars, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR
Registrar of Companies	the Registrar of Companies in England and Wales within the meaning of the Companies Act
Regulatory Information Service	a primary information provider which has been approved by the FCA to disseminate regulated information
Replacement Funding	the funding pursuant to the Replacement Funding Agreement, as described in paragraph 11 of this Announcement
Replacement Funding Agreement	the funding agreement with Trafalgar Capital Management (HK) Limited, as described in paragraph 11 of this Announcement
Restricted Jurisdiction	any jurisdiction where the extension or availability of the Offer to Columbus Shareholders generally in such jurisdiction would contravene any applicable law, including, without limitation, Australia, Japan, the Republic of South Africa and the United States
Scheme	the scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by BPC and Columbus
Scheme Document	the document which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Merger and the notices convening the Court Meeting and the Columbus General Meeting
Scheme Record Time	6.00 p.m. on the Business Day in London immediately prior to the Effective Date
Scheme Shareholders	the holders of the Scheme Shares
Scheme Shares	the Columbus Shares: (i) in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (ii) if any, issued after the date of the Scheme Document but before the Scheme Voting Record Time and which remain in issue at the Scheme Record Time; and (iii) if any, issued at or after the Scheme Voting Record Time but at or before the Scheme Record Time on terms that the original or any subsequent holders thereof are, or shall have agreed in writing, to be bound by the Scheme and, in each case, which remain in issue at the Scheme Record Time, in each case, other than any Excluded Shares, Deferred Shares or any Columbus Shares held in treasury
Scheme Voting Record Time	6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting
Significant Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital of such undertaking
STOIIP	stock tank oil initially in place
Takeover Offer	as defined in section 974 of the Companies Act
Third Party	each of a central bank, government or governmental, quasigovernmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body or any other body or person whatsoever in any jurisdiction
Thomson Reuters Eikon	open platform desktop and mobile solution for financial professionals from Thomson Reuters Corporation, a company incorporated in Canada
Trafalgar	Trafalgar Capital Management (HK) Limited
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK Government	the Government of the United Kingdom
United States or US	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof
US Exchange Act	the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
US Securities Act	the US Securities Act of 1933
Wider BPC Group	the BPC Group and its associates and any other body corporate, partnership, joint venture or person in which any member of the BPC Group and such associated companies (aggregating their interests) have a Significant Interest
Wider Columbus Group	the Columbus Group and its associates and any other body corporate, partnership, joint venture or person in which any member of the Columbus Group and such associated companies (aggregating their interests) have a Significant Interest

For the purposes of this Announcement, "associate", "associated undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act.

All references to "GBP", "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$" and "$" are to the lawful currency of the United States.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa unless the context requires otherwise and words imparting the masculine gender shall include the feminine or neutral gender.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

MSCGPUGCQUPUGUG

Companies

Challenger Energy Group (CEG)

Friday, 17th May 2024

COMPANIES COVERED:

BT.A LAND FA.

BT Group continues to bask in yesterday’s well received earnings news and FireAngel jumps on clarity over getting a possible takeover across the line but Land Securities investors fail to find inspiration despite macroeconomic woes easing.

Full Archive

UK 100

Latest directors dealings

1 day ago Gran Tierra Energy Inc. (CDI)
1 day ago Wheaton Precious Metals Corp.NPV (CDI)
1 day ago H&T Group
1 day ago Centrica
1 day ago Vistry Group

All directors dealings today

RECOMMENDED ALL-SHARE MERGER

any change to the trustees including the appointment of a trust corporation,

(a) if BPC makes an announcement prior to the publication of the Scheme Document that:

(i) the BPC Directors no longer intend to make the BPC Board Recommendation or intend adversely to modify or qualify such recommendation;

(ii) it will not convene the BPC Extraordinary General Meeting; or

(iii) it intends not to post the BPC Circular or (if different) the document convening the BPC Extraordinary General Meeting;

(b) if BPC makes an announcement that it will delay the convening of, or will adjourn the BPC Extraordinary General Meeting without the consent of Columbus not to be unreasonably withheld, delayed or conditioned, except where such delay or adjournment is for reasons outside BPC's control;

(c) the BPC Board Recommendation is not included in the BPC Circular; or

(d) the BPC Directors withdraw or adversely modify or qualify the BPC Board Recommendation;

a unanimous and unqualified recommendation from the BPC Directors to the BPC Shareholders in respect of the Merger to vote in favour of the BPC Resolution

(a) if Columbus makes an announcement prior to the publication of the Scheme Document that:

(i) the Columbus Directors no longer intend to make the Columbus Board Recommendation or intend adversely to modify or qualify such recommendation;

(ii) it will not convene the Court Meeting or the Columbus General Meeting; or

(iii) it intends not to post the Scheme Document or (if different) the document convening the Columbus General Meeting;

(c) the Columbus Board Recommendation is not included in the Scheme Document; or

(d) the Columbus Directors withdraw or adversely modify or qualify the Columbus Board Recommendation

(a) to vote in favour of such shareholder resolutions of Columbus as are necessary to approve, implement and effect the Scheme and the Merger and the changes to Columbus' articles of association contemplated in the Announcement; or

(b) if BPC elects to implement the Merger by means of an Offer in accordance with the terms of the Cooperation Agreement, to accept the Offer

Companies

UK 100

Latest directors dealings