Readmission and Acquisition

Roxi Petroleum Plc
31 January 2008

Roxi Petroleum PLC

Proposed acquisition of 59% of Eragon Petroleum plc

Approval of waiver of the obligation to make a mandatory offer under Rule 9 of
the City Code on Takeovers and Mergers

Application for Admission to AIM
Notice of General Meeting



Roxi Petroleum plc ('Roxi' or 'the Company'), the Kazakhstan based oil
exploration and development company, announces the publication of its admission
document and circular for the proposed acquisition of 59% of Eragon Petroleum
plc ('Eragon') and the resumption of trading of its shares to the AIM Market of
the London Stock Exchange.



Roxi has conditionally acquired a 59% controlling interest in Eragon, the
holding company for three exploration and production assets in Western
Kazakhstan.



Transaction highlights:



O       Roxi shares resume trading today



O       Acquisition of 59% of Eragon for US$190m



O       Option to acquire an associated asset for US$60m



O       Roxi issuing new ordinary shares at 65p per share as consideration



O       Following completion market capitalisation at 65p per share: £208.1m



O       Eragon assets include:



     o   Three Contract Areas: BNG, Galaz and Munaily - in aggregate 1,453 km(2)

     o   Located in the Pre Caspian and the Turgai basins - established
         petroleum provinces

     o   Considerable exploration, development, and near term production
         potential:

          •         BNG: 21 exploration leads

          •         Galaz: Discovery with near term production potential

          •         Munaily: Field rehabilitation



O       Following Admission and completion of the Eragon Acquisition, Roxi will
have controlling interests in three oil fields and two exploration blocks with
clear potential for further development



O       Roxi also holds an option to acquire a 50 per cent. indirect interest in
the ADA Group for an aggregate consideration of US$425 million. The ADA Group
owns two exploration and production assets located in Western Kazakhstan. The
option expires on 30 March 2008 with the right to extend



O       Roxi has signed a memorandum of understanding, ('MOU') with Vision FMS
Korea Co. Ltd. ('FMS'), a Korean private company. Under the MOU, prior to the
completion of the Eragon Acquisition, FMS intends to subscribe, subject to due
diligence and regulatory approvals, an initial $25 million worth of Roxi shares
proposed to be satisfied by shares issuable in connection with the Eragon
Acquisition and the option to acquire an associated asset at a price of 70p per
share. In addition, subject to due diligence, FMS intends to subscribe for a
further $75 million of Roxi shares at a price of 90p, conditional on completion
of the ADA acquisition. The Company will announce by 19 February 2008 whether or
not FMS have entered into a subscription agreement for the initial $25 million
Roxi shares



O       The Eragon Acquisition is a reverse takeover under the AIM Rules for
which shareholder approval is sought at a general meeting on 29 February 2008.





ADMISSION STATISTICS



Number of Existing Ordinary Shares                                      168,207,490
Number of Consideration Shares                                          145,000,000
Price per share at which Consideration Shares issued                    65p
Project Management Shares issuable on Admission                         6,923,077
Number of Ordinary Shares on Admission                                  320,130,567
Consideration Shares and Project Management Shares issuable on          47.46%
Admission as a percentage of the Enlarged Share Capital
Market capitalisation of the Company following Admission at the share   £208.1m
price of the Consideration Shares

Consulting Option Shares                                                24,000,000
Consideration Shares, Project Management Shares issuable on Admission   51.12%
and Consulting Option Shares as a percentage of the then issued share
capital



EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Despatch of the Admission Document and resumption of dealings in the    31 January 2008
Existing Ordinary Shares
Last time and date for receipt of proxy forms for the General Meeting   27 February 2008
General Meeting                                                         29 February 2008
Completion of the Eragon Acquisition                                    3 March 2008
Admission of the Enlarged Share Capital and dealings expected to        3 March 2008
commence on AIM
Expiry of exercise period of the ADA option                             30 March 2008





Rob Schoonbrood, CEO of Roxi Petroleum plc commented,



'Eragon and ADA are both significant opportunities for Roxi and its
shareholders.



We believe the Eragon Acquisition will prove very valuable with significant
growth potential from exploration and development and near term production. The
combination of modern technology and the management team's skills and experience
will enhance the value of the Company.



Roxi is committed to working in Kazakhstan and in partnership with local
business interests and to develop relationships with international partners.'



                                                                 31 January 2007









Enquiries:

Roxi Petroleum plc
    Rob Schoonbrood, CEO                [phone]
    David Barker, COO                   [phone]

College Hill (Financial PR)
    Paddy Blewer                        [phone]

    Nick Elwes                          [phone]


WH Ireland (NOMAD and broker)
    James Joyce/David Porter            [phone]








For details of the transaction, please see below. For the full admission
document, please visit the Company's website: www.roxipetroleum.com






Introduction



The Company was admitted to the AIM market on 22 May 2007 to pursue a strategy
of building a diversified portfolio of oil and gas assets located in Central
Asia within three to five years. The acquisition of two principal assets has
been completed. The acquisition of the third principal asset, North
Karamandybas, continues to be delayed pending the outcome of a legal challenge
against the vendors' title and the approval of an extension to the SSUC.





The Eragon Acquisition



On 22 August 2007, your Board announced that the Company had conditionally
agreed to acquire a 59 per cent. controlling interest in Eragon, the holding
company for three exploration and production assets located in Western
Kazakhstan, for a consideration of US$190 million, together with an option to
acquire associated assets for US$60 million.



The Eragon Acquisition gives the Company a five-fold increase in exploration and
development acreage. The inclusion of another unappraised discovery means that
the Company is in a strong position to achieve its goal of bringing a number of
fields into production in the near future. This broad acreage base also means
that the Company is better positioned to increase its reserve base through the
effective management of risk in a diversified number of exploration plays.



The Eragon Acquisition follows the Company's strategy of acquiring further
assets located in Central Asia. On completion of the Eragon Acquisition, the
Company's management will have operational and financial control of these
additional three oil and gas assets.





The Eragon Assets

The Eragon Assets comprise the BNG Contract Area, the Galaz Contract Area, and
the Munaily Contract Area, cover approximately 1,453 km(2).



The BNG Contract Area

The BNG Contract Area covers an area of over 1,422 km2 and is located
approximately 40 km from the Tengiz oilfield in the Pre-Caspian basin of West
Kazakhstan. The BNG Contract Area is adjacent to numerous producing fields or
discoveries under appraisal.



The BNG Contract Area is considered by the Directors to be highly prospective in
both the Jurassic sandstone at depths of 2,500-3,000m and in the pre-salt
Carboniferous sandstones and carbonates at depths of 4,000-5,000m. Exploration
in this area since the 1980s has resulted in the development of several Jurassic
discoveries in the surrounding acreage. Earlier evaluations included in the
Kazakhstan state tender information for the BNG Contract Area, predicted that up
to 700mmbbls (95MMtons) of oil may be trapped on the block. The BNG Contract
Area is an exploration block and no reserves have been assigned to it. However,
to date the Company has identified 21 leads and prospects from the existing data
acquired through technical due diligence.  BNG plans to carry out a four to
eight year exploration programme from 2007, which will include collection and
evaluation of existing data in 2008, followed by exploration 2D and 3D Seismic
in 2008-2009, prior to exploration drilling in 2010-2015.



Proposed extension to the BNG Contract Area

The Company has acquired an option to extend the BNG Contract Area for $60
million. The proposed extension of the BNG Contract Area has been identified as
being a continuation of the existing exploration trends in the block and covers
an area of approximately 139km2.   The proposed extension contains two Jurassic
and two Pre-salt prospects which the Directors consider excellent exploration
potential. The extension to the BNG Contract Area will help to consolidate the
exploration strategy in the BNG Contract Area and in the opinion of the
Directors significantly increases the potential for early exploration success,
the addition of reserves and early trial production.



The Galaz Contract Area

The Galaz Contract Area is located in the Turgai Basin, covers approximately
30km2 and is located approximately 120 km north of Kyzylorda in the heart of the
petroleum producing fields of that region.  The Galaz Contract Area contains the
NW Konys field which was discovered in 1992 directly north west of the Konus
field.



Four wells were drilled on the Galaz Contract Area in the early 1990s, with
three delineating the oil-water-contact and one well drilled higher on the
structure tested at rates of up to 70m3/d (440bopd). however, the field was
never developed. Well 27 has been tested and has pumped paraffinic 40(o) API oil
on test, from 8m of net Jurassic sands. Well 27 produced at rates up to 310 bopd
from a depth of approximately 1310m (measured depth) for a period of one month.



Indications of an oil accumulation in the Lower Cretaceous Neocomanian
sandstones were encountered in well 29, which needs to be confirmed with further
drilling. Both reservoirs are producing in surrounding fields. Galaz has
recently recommenced work-over operations on the field, on wells 27 and 26, to
test the Jurassic reservoir.



A Kazakh Institute report estimates that there are currently 12.5mmbbls of C2
reserves on the NW Konys field. A recalculation of reserves has been carried out
to SPE standards. Proven, probable and possible reserves of 7.9mmbbls are
detailed in the Competent Persons Report.



The Company intends to shoot a 3D seismic survey over the field in 2008 to
confirm the structure and reservoir distribution and also to commence appraisal/
development drilling.



The Munaily Contract Area

The Munaily Contract Area covers 0.69 km2 and lies approximately 60km southeast
of the town of Kulsary in Atyrau oblast. The Munaily field was first discovered
in 1946. By 2002 the field had produced a cumulative of 10mmbbls of 24(o) to 41
(o) API oil, from 11 shallow Cretaceous, Jurassic and Triassic aged sands
between 500m and 1650m.



The Munaily SSUC was acquired specifically to evaluate and rehabilitate the
field. Unproduced Cretaceous and Jurassic sands are targeted for exploration and
appraisal.  The Company plans to complete the existing drilling and work-over
programme and to re-evaluate the potential of the field.





Acquisition of Ada Group



On 4 October 2007, your Board announced the purchase, for a consideration of
US$2 million, of an option to acquire a 50 per cent. indirect interest in the
ADA Group, which owns a further two exploration and production assets located in
Western Kazakhstan, for an aggregate consideration of US$425 million. This
option is exercisable on or before 30 March 2008.



If Roxi exercises the option, pursuant to the ADA Option Agreement, the ADA
Group Acquisition would also constitute a reverse takeover of the Company under
the AIM Rules and would fall within the ambit of Rule 9 of the Takeover Code.
Therefore, the ADA Completion would be conditional upon, inter alia, publication
of an admission document on the further enlarged Company, obtaining a Rule 9
waiver from the Takeover Panel, and approval of the ADA Group Acquisition by the
Shareholders in a further general meeting.



At present Shareholder approval is sought only for the Eragon Acquisition.
Shareholder approval of the ADA Group Acquisition is not being sought. Should
the Company wish to exercise the option in respect of the ADA Group Acquisition,
the Company will at that time publish a further admission document to provide
any updated details on the ADA Group Acquisition and to call a general meeting
to seek Shareholder approval at that time for the ADA Group Acquisition.





Reverse Takeover



The Eragon Acquisition will constitute a reverse takeover under the AIM Rules
and also falls within the ambit of Rule 9 of the Takeover Code. Accordingly,
completion of the Eragon Acquisition is conditional upon, inter alia, the
publication of an admission document on the Enlarged Group, obtaining a Rule 9
waiver from the Takeover Panel, and approval of the Eragon Acquisition by
Shareholders, which is being sought at the General Meeting, notice of which is
set out at the end of this document.





City Code on Takeovers and Mergers

The terms of the Eragon Acquisition give rise to certain considerations under
the Takeover Code, and the proposed acquisition requires the approval of a
waiver of the obligation to make a mandatory offer under Rule 9 of the City
Code.



Further details are set out in the Chairman's letter in the Admission Document.





Related Party Transactions, Section 320 of the 1985 Act and Section 190 of the
2006 Act

The Eragon Acquisition comprises certain related party transactions under the
AIM Rules. In particular, the following agreements constitute related party
transaction because Mr Oraziman a, Director, is a related party (the 'Related
Party'):



Eragon Acquisition Agreement - the Related Party has a beneficial interest in
42.5 per cent. of the issued capital of Baverstock (the vendor of the 59 per
cent. interest in Eragon under the Eragon Acquisition Agreement as detailed in
paragraph 12.7 (b) of Part VI of the Admission Document).



Consulting Services Agreement - the Related Party is a director of and holds 50
per cent of the issued share capital of Vertom (the provider of consulting
services under the Consulting Services Agreement as detailed in paragraph 12.7d
of Part VI of the Admission Document).



Facilitation Agreement - the Related Party is a director of and holds 50 per
cent. of the issued share capital of Vertom (the party to the Facilitation
Agreement as detailed in paragraph 12.14  of Part VI of the Admission Document).



Baverstock Deed - the Related Party has a beneficial interest in 42.5 per cent.
of the issued capital of Baverstock (the party to the Baverstock Deed as
detailed in paragraph 12.16(c) of Part VI of the Admission Document) relating to
the placing by the Company of Consideration Shares on behalf of Baverstock).



Vertom Deed -the Related Party is a director of and holds 50 per cent. of the
issued capital of Vertom (the party to the Vertom Deed as detailed in paragraph
12.16(d) of the Admission Document relating to the placing by the Company of
Consulting Option Shares on behalf of Vertom).



The Independent Directors consider, having consulted with WH Ireland, that the
terms of each of the Eragon Acquisition Agreement, the Consulting Services
Agreement, the Facilitation Agreement, the proposed Baverstock Deed and the
proposed Vertom Deed are fair and reasonable in so far as the Shareholders are
concerned.



Furthermore, by reason of the relationships that the Related Party has, as set
out above, section 320 of the 1985 Act and/or section 190 of the 2006 Act
(depending on the date on which the relevant agreement was entered into) will
also apply to the following transactions, each of which transactions represents
a substantial property transaction with the Company:

1.         the Eragon Acquisition; and

2.         the entry into the Consulting Services Agreement.

Further details of the above agreements are set out in paragraph 12 of Part VI
of the admission document.





Directors and senior management incentives

Subject to the completion of the Eragon Acquisition and ADA Group Acquisition,
additional options will be issued to the members of the Company's board and
senior management team on a pro rata basis to the options they already hold with
exercise prices equal to the prices at which new Ordinary Shares will be issued
in connection with these acquisitions. These additional options will be issued
under the new 2008 Scheme.



The vesting of a proportion of the additional options will be conditional upon
reaching agreed daily production levels from these assets.





General Meeting



You will find set out at the end of the Admission document a notice convening
the General Meeting of the Company to be held at 11 .00 a.m. on 29 February 2008
at College Hill Associates Limited, The Registry, Royal Mint Court, London EC3N
4QN to consider and, if thought fit, approving the following resolutions:

1.   Resolution 1 is an ordinary resolution to approve the Eragon
     Acquisition for the purposes of the AIM Rules and to approve the 2008 
     Scheme;

2.   Resolution 2 is an ordinary resolution to approve certain aspects of
     the Eragon Acquisition for the purposes of section 320 of the 1985 Act
     and/or section 190 of the 2006 Act;

3.   Resolution 3 is an ordinary resolution to approve the Waiver;

4.   Resolution 4 is an ordinary resolution to authorise the directors of
     the Company under section 80 of the 1985 Act to allot relevant securities
     up to an aggregate nominal amount of £36,379,378 and;

5.   Resolution 5 is a special resolution to disapply statutory
     pre-emption rights in respect of equity securities up to an aggregate
     nominal amount of £36,379,378.

In accordance with the requirements of the Panel, Resolution 3 to approve the
Waiver will be taken on a poll of Independent Shareholders.







Directors' Intentions

No Independent Directors or persons connected with them are holders of Ordinary
Shares.





Action to be Taken

A Form of Proxy is enclosed in the Admission Document for use at the General
Meeting. Whether or not you intend to attend the General Meeting, you are
requested to complete, sign and return the Form of Proxy to the Company's
registrars Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU by no later than 11 .00 a.m. on 27 February 2008. The completion and
return of a Form of Proxy will not preclude you from attending the General
Meeting and voting in person should you subsequently wish to do so.





Recommendation

The Independent Directors, who have been so advised by WH Ireland, consider the
Proposals to be fair and reasonable and in the best interests of the Company and
the Shareholders as a whole and fair and reasonable as far as Independent
Shareholders are concerned. Mr. Oraziman does not express an opinion due to a
conflict of interest arising from his interest, in Baverstock and Vertom as
described above. In providing advice to the Independent Directors, WH Ireland
has taken into account the Independent Directors' commercial assessments.



Accordingly:

1.     the Independent Directors unanimously recommend the Shareholders to vote 
       in favour of Resolutions 1 and 2; and

2.     the Directors unanimously recommend the Shareholders to vote in favour of 
       Resolutions 3 to 5 (inclusive).





The terms defined in this announcement have the same meaning as defined in the
Admission Document. The Admission Document is available at www.roxipetroleum.com


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