Fluormin PLC Recommended Acquisition by Vanoil Energy Ltd (9502A)

TIDMFLOR

RNS Number : 9502A

Fluormin PLC

26 March 2013

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 CONSITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 
 FOR immediate release   26 March 2013

Recommended ACQUISITION

Vanoil Energy ltd ("Vanoil")

FLUORMIN plc ("FLUORMIN" or the "COMPANY")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

Summary

- The boards of Vanoil and Fluormin announce that they have reached agreement on the terms of a recommended share for share offer to be made by Vanoil for the entire issued and to be issued share capital of Fluormin (the "Acquisition"). In addition, the Company announces that it has entered into an Implementation Agreement with Vanoil. It is intended that the Acquisition will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

   -   Under the terms of the Scheme, Fluormin Shareholders will be entitled to receive:

-- 0.806 New Vanoil Shares,

-- 0.572 New C$1 Vanoil Warrants and

-- 0.116 New C$0.75 Vanoil Warrants

for every Fluormin share held

- Based on the Vanoil share price of C$0.45 on 14 March 2013, being the last Business Day prior to the commencement of the Offer Period, the issued share capital of Fluormin, as Acquisition consideration, is deemed to be approximately GBP14.3m. The consideration comprising the New C$1 Vanoil Warrants and the New C$0.75 Warrants has been determined using the Black Scholes methodology

- Based on the abovementioned GBP14.3m, each Fluormin share equates to 25.7 pence, representing a premium of approximately 31.8 per cent.

- Mr James Passin is non-executive Chairman of both the Company and Vanoil. Mr Passin is also a principal of Firebird Management LLC, which through its funds Firebird Global Master Fund Ltd and Firebird Global Master Fund II Ltd is a substantial shareholder of both the Company and Vanoil. Entering into the Implementation Agreement with Vanoil (the "Agreement") is therefore classified as a related party transaction, as defined under the AIM Rules for Companies. The Independent Directors, being Mark Bolton, Albert C Gourley, Jeffrey Kofsky, Sean Murray, Muriel Dube and Brian Kiernan, consider, having consulted with its nominated adviser, Westhouse Securities Limited, that the terms of the Agreement are fair and reasonable insofar as its shareholders are concerned.

- Vanoil and Fluormin have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of in aggregate 7,914,404 Fluormin Shares, representing approximately 14.17 per cent. of the issued share capital of Fluormin as at the date of this announcement. Further details of the irrevocable undertakings are set out in Appendix II to this announcement.

- The Independent Directors intend to unanimously recommend that Fluormin Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those Fluormin Directors holding Fluormin Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Fluormin Shares, amounting to, in aggregate, 2,033,335 Fluormin Shares, representing approximately 3.64 per cent. of the issued share capital of Fluormin at the date of this announcement.

- The Independent Directors intend to make their recommendation on the understanding that all conditions to the Agreement, as set out in Appendix I to this announcement and in the Scheme Document, are or will be satisfied prior to the Scheme becoming Effective, including Vanoil's indirect subsidiary, Avana Petroleum Kenya Limited entering into a transfer agreement with Dominion Petroleum Kenya Limited in relation to the assignment to Avana Petroleum Kenya Limited of a 10 per cent. interest in Kenyan off shore exploration Block L9.

- The Acquisition will be subject to the approval of Fluormin Shareholders and to the satisfaction or waiver of the other Conditions and certain further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document.

- Subject to satisfaction of the Conditions, the Scheme is expected to become effective on 17 May 2013. The Scheme Document setting out further details of the Scheme, the expected timetable and the procedure to be followed is expected to be dispatched to Fluormin Shareholders on 28 March 2013.

- The Acquisition will be considered by Fluormin Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Fluormin Shareholders entitled to vote and present and voting at the Court Meeting, either in person or by proxy, and representing at least 75% in value of the Fluormin Shares voted. In addition, a resolution concerning certain matters necessary to implement the Scheme and approve the related Capital Reduction must be passed by 75% of votes cast by Fluormin Shareholders present and voting at the General Meeting.

- In the event that Fluormin Shareholders vote in favour of the Scheme, Fluormin Shares are expected to be cancelled from trading on AIM on 20 May 2013.

- Following completion of the Scheme, there will be a market for the Ordinary Shares of the enlarged Group on the TSX-V but Shareholders will not be able trade Shares on the AIM market after the Cancellation Date. Shareholders who do not wish to hold shares in the Enlarged Group can seek to sell their shares in the market ahead of the Scheme becoming Effective.

This summary should be read in conjunction with the full text of the following announcement including the Appendices to this announcement. The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II contains details of the irrevocable undertakings given to Vanoil and Fluormin. Appendix III sets out the sources and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

Contact Information:

 
Vanoil Energy Ltd                                             +1 604 689 1515, 
Malcom Burke / Don Padgett 
                                                             +44 (0) 20 7034 
Fluormin plc                                                  7150, 
Mark Bolton, Chief Executive Officer 
Westhouse Securities (financial adviser, nominated adviser   +44 (0) 20 7601 
 & broker to Fluormin)                                        6100, 
Martin Davison 
 Paul Gillam 
 Jonathan Haines

Expected timetable of principal events

 
 Event                                            Time and/or date(1) 
                                                                 2013 
 Scheme Document posted to Shareholders                      28 March 
 Latest time for receipt of Blue Form of    11.00 a.m. on 15 April(2) 
  Proxy (or appointing proxies via CREST) 
  for the Court Meeting 
 Latest time for receipt of White Form of      11.10 a.m. on 15 April 
  Proxy (or appointing proxies via CREST) 
  for the General Meeting 
 Scheme Voting Record Time                   6.00 p.m. on 15 April(3) 
 Court Meeting                                 11.00 a.m. on 17 April 
 General Meeting                            11.10 a.m. on 17 April(4)

The following dates are subject to change; please see note (5) below

 
 Last day of dealings in, and for registration                       16 May 
  of transfers of, Fluormin Shares 
 Scheme Record Time                                     6.00 p.m. on 16 May 
 Suspension of Fluormin Shares from trading             7.30 a.m. on 17 May 
  on AIM 
 Court Hearing to sanction the Scheme                                17 May 
 Effective Date of the Scheme                                        17 May 
 New Vanoil Shares and New Vanoil Warrants                           20 May 
  issued 
 Cancellation of Fluormin Shares from trading           7.30 a.m. on 20 May 
  on AIM 
 New Vanoil Shares listed on the TSX-V                   by 8.00 a.m. (EST) 
                                                                  on 20 May 
 Commencement of dealings in New Vanoil                  by 8.00 (EST) a.m. 
  Shares on the TSX-V                                             on 20 May 
 Vanoil DCIs credited to CREST accounts                  By 8.00 (EST) a.m. 
  (in respect of Scheme Shares held in uncertificated             on 21 May 
  form only) 
 Latest date for despatch of statements                              31 May 
  of entitlement in respect of the New Vanoil 
  Shares and warrant certificates in respect 
  of the New Vanoil Warrants by

Notes

(1) All times shown in this document are London , UK times unless otherwise stated. The dates and times given are indicative only and are based on Fluormin's current expectations and may be subject to change (including as a result of changes to Court timesand/or the process for settlement of the Scheme). If any of the times and/or dates above change, the revised times and/or dates will be notified to Fluormin Shareholders by announcement through a Regulatory Information Service.

(2) Blue Forms of Proxy for the Court Meeting (but NOT White Forms of Proxy for the General Meeting) may be handed, before the start of the Court Meeting, to representatives of the Registrars, Computershare Investor Services Plc, on behalf of the chairman of the Court Meeting, or to the chairman of the Court Meeting and will still be valid. In the case of the General Meeting, unless the White Form of Proxy is returned and received by the time and date mentioned in the instructions printed thereon, it will be invalid.

(3) If either Shareholder Meeting is adjourned, the Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m. on the date which is two days before the date set for the adjourned Shareholder Meeting(s) and Forms of Proxy submitted via CREST must be received by Computershare Investor Services PLC no later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned Shareholder Meeting.

(4) To commence at 11.10 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(5) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date upon which the Court confirms the associated Reduction of Capital and whether the Conditions are satisfiedor, where applicable, waived. If the expected date of the Scheme Court Hearing (and consequently the EffectiveDate) is changed, Fluormin will give notice of this change to the extent practicable by issuing an announcement through a Regulatory Information Service.

City Code on Takeovers and Mergers (the "City Code")

The Company is not currently subject to the City Code that is administered by the Panel on Takeovers and Mergers (the "Takeover Panel") as its shares are not traded on a Regulated Market (as defined in the City Code) and its place of central management and control is outside the United Kingdom, Channel Islands or Isle of Man. The Takeover Panel is currently considering whether to extend its remit to all companies incorporated in the United Kingdom, Channel Islands or Isle of Man and whose shares are quoted on the AIM Market, irrespective of where their place of central management and control may be.

The Company may therefore become subject to the City Code in the future. Information regarding the Takeover Panel and a copy of the City Code can be found at http://www.thetakeoverpanel.org.uk/.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any 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 Acquisition or otherwise.

This announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be made solely on the basis of information contained or referred to in, or the procedures set out in, the Scheme Document and the accompanying Forms of Proxy (which will together contain the full terms and conditions of the Acquisition). Fluormin Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been despatched.

Westhouse Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Fluormin and no-one else and will not regard any other person as a client in relation to matters referred to in this announcement and will not be responsible to anyone other than Fluormin for providing the protections afforded to its clients or for providing advice in relation to any matters referred to in this announcement.

Overseas Shareholders

General

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Scheme or Admission. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of New Vanoil Shares and New Vanoil Warrants pursuant to the Scheme, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

New Vanoil Shares and New Vanoil Warrants will not be issued to Restricted Overseas Shareholders. The New Vanoil Shares that would otherwise be allotted or issued to Restricted Overseas Shareholders pursuant to the Scheme shall be withheld by the Registrars and shall, on a reasonable endeavours basis, be sold for the benefit of such Restricted Overseas Shareholders. Restricted Overseas Shareholders shall each receive: a cash payment from Vanoil of the Equivalent of C$0.031 in respect of each New C$1 Vanoil Warrant that would otherwise be issued to them under the Scheme; and a cash payment from Vanoil of the Equivalent of C$0.003 in respect of each New C$0.75 Vanoil Warrant that would otherwise be issued to them under the Scheme. The net proceeds of such sale of New Vanoil Shares (after deduction of brokerage charges and associated expenses) will be paid to the relevant Restricted Overseas Shareholders pro-rated to their holdings of Fluormin Shares at the Scheme Record Time as soon as practicable after receipt, except that if the aggregate amount due to any Restricted Overseas Shareholder in respect of: (i) the net proceeds of sale of New Vanoil Shares; (ii) the amounts due to him/it in respect of New Vanoil Warrants that would otherwise have been issued to him/it; and (iii) the amounts due to him/it in respect of fractional entitlements to New Vanoil Shares; is less than the sum Equivalent in C$ toGBP3 such sum will not be distributed but will be aggregated and accrued to the benefit of the Company. Neither the Company nor any other person shall be responsible or have any liability whatsoever for any loss or damage (actual or alleged) arising from the terms or the timing of the sales or the sales or any failure to sell fractional entitlements to New Vanoil Shares.

This announcement has been prepared for the purposes of complying with English law and the rules of the FSA 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 of jurisdictions outside the United Kingdom.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SO-LICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS DOCUMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

United States Shareholders

Neither the New Vanoil Shares nor the New Vanoil Warrants have been, and nor will be, and are not required to be, registered under the US Securities Act and will be issued in reliance on the ex-emption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act.

Neither the US Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed an opinion on the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. The information disclosed in this announcement is not the same as that which would have been disclosed if this announcement had been prepared for the purpose of complying with the registration requirements of the US Securities Act or in accordance with the laws and regulations of any other jurisdiction.

Neither the New Vanoil Shares nor the New Vanoil Warrants have been and nor will be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. Vanoil does not intend to take any action to facilitate a market in New Vanoil Shares or the New Vanoil Warrants in the United States. Consequently, Vanoil believes that it is unlikely that an active trading market in the United States will develop for the New Vanoil Shares or the New Vanoil Warrants.

Neither the New Vanoil Shares nor the New Vanoil Warrants will be registered under the securities laws of any state of the United States, and will be issued pursuant to the Scheme in reliance on available exemptions from such state law registration requirements.

Fluormin Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

 
 FOR immediate release   26 March 2013

Recommended ACQUISITION

Vanoil Energy ltd ("Vanoil")

FLUORMIN plc ("FLUORMIN" or the "COMPANY")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

   1.     Introduction

The boards of Vanoil and Fluormin are pleased to announce that they have reached agreement on the terms of a recommended share for share offer to be made by Vanoil for the entire issued and to be issued share capital of Fluormin (the "Acquisition"). It is intended that the Acquisition will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The Scheme requires approval by Fluormin Shareholders and the sanction of the Court and, if approved, will result in all the Fluormin Shares which are not already held by Vanoil being cancelled by way of a reduction of capital.

Mr James Passin is non-executive Chairman of both the Company and Vanoil. Mr Passin is also a principal of Firebird Management LLC, which through its funds Firebird Global Master Fund Ltd and Firebird Global Master Fund II Ltd is a substantial shareholder of both the Company and Vanoil. James Passin is therefore not sufficiently independent of Vanoil to make any recommendation to Fluormin Shareholders. Accordingly, the Independent Directors (being all of the Fluormin Directors other than James Passin), intend to unanimously recommend that Fluormin Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those Fluormin Directors holding Fluormin Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Fluormin Shares, amounting to, in aggregate, 2,033,335 Fluormin Shares, representing approximately 3.64 per cent. of the issued share capital of Fluormin at the date of this announcement.

The Independent Directors intend to make their recommendation on the understanding that all conditions to the Agreement, as set out in Appendix I to this announcement and in the Scheme Document, are or will be satisfied prior to the Scheme becoming Effective, including Vanoil's indirect subsidiary, Avana Petroleum Kenya Limited, entering into a transfer agreement with Dominion Petroleum Kenya Limited in relation to the assignment to Avana Petroleum Kenya Limited of a 10 per cent. interest in Kenyan off-shore exploration Block L-9.

In addition, the Company announces that it has entered into an Implementation Agreement with Vanoil. Entering into the Implementation Agreement with Vanoil (the "Transaction") is therefore classified as a related party transaction, as defined under the AIM Rules for Companies. The independent directors, being Mark Bolton, Albert C Gourley, Jeffrey Kofsky, Sean Murray, Muriel Dube and Brian Kiernan, consider, having consulted with its nominated adviser, Westhouse Securities Limited, that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.

The Scheme's implementation can only occur if all of the conditions to the Agreement have been satisfied or waived (where possible). On the assumption that the conditions to the Agreement are satisfied or waived, the Scheme will become Effective in accordance with its terms on the delivery to the Registrar of Companies in England and Wales of the Scheme Court Order and the order confirming the Reduction of Capital.

Once the Scheme becomes Effective, it will bind all Shareholders whether or not they voted in favour of the Scheme.

Further details regarding the Scheme will be provided in the Scheme Document which will be posted to shareholders in due course.

   2.      Summary of the terms of the Scheme and its effects

It is intended that the Scheme will be effected by way of a Court sanctioned scheme of arrangement between the Company and the Scheme Shareholders under Part 26 of the Companies Act, involving a reduction of capital under Part 17 of the Companies Act. The Scheme is subject to the Conditions, and to the further terms set out in Appendix I of this announcement and in full in the Scheme Document.

Under the terms of the Scheme, Scheme Shareholders will be entitled to receive:

   -   0.806 New Vanoil Shares, 
   -   0.572 New C$1 Vanoil Warrants; and 
   -   0.116 New C$0.75 Vanoil Warrants

for every Scheme Share.

The terms of the Scheme deem each Fluormin Share to be approximately 25.7 pence each, based on: the closing price of C$0.45 for a Vanoil Share on 14 March 2013 (being the last Business Day prior to commencement of the Offer Period); a valuation of C$0.031 for the New C$1 Vanoil Warrants; and a valuation of C$0.003 for the New C$0.75 Vanoil Warrants, based upon the Black-Scholes method; and as a result provides that the entire issued share capital of Fluormin, as Acquisition consideration, equates to approximately GBP14.3 million. The terms of the Scheme represent a premium of approximately 31.8 per cent. to the Closing Price of 19.5 pence per Fluormin Share on 14 March 2013 (being the last Business Day prior to the announcement of a possible Scheme).

The consideration under the Scheme will (assuming that no Fluormin Shares are issued on the exercise of options prior to the Scheme Record Time) comprise approximately 45.0m New Vanoil Shares, approximately 32.0m New C$1 Vanoil Warrants and approximately 6.5m New C$0.75 Vanoil Warrants. The New Vanoil Shares will represent approximately 43.2 per cent. of Vanoil's enlarged issued share capital at the date the Scheme becomes Effective (but excluding the effect of the New Vanoil Warrants and any Vanoil Shares that may be issued pursuant to the Avana Offer, and assuming that no Vanoil Shares are issued pursuant to the exercise of any options granted by Vanoil or warrants issued by Vanoil at the date the Scheme becomes Effective). The New Vanoil Shares and Vanoil Shares that would be issued if all the New Vanoil Warrants were exercised would represent approximately 58.5 per cent. of Vanoil's enlarged fully diluted share capital at the date the Scheme becomes Effective (but excluding any Vanoil Shares that may be issued pursuant to the Avana Offer, and assuming that no Vanoil Shares are issued pursuant to the exercise of any options granted by Vanoil or other warrants issued by Vanoil).

Further details regarding the Scheme will be set out in the Scheme Document which will be posted to shareholders in due course.

   3.     New Vanoil Shares and New Vanoil Warrants

The New Vanoil Shares to be issued will be common shares of no par value in the capital of Vanoil and will rank pari passu with existing Vanoil Shares.

Entitlements to fractions of New Vanoil Shares and New Vanoil Warrants shall be rounded down and will not be allotted or issued to holders of Scheme Shares pursuant to the Scheme. The New Vanoil Shares will be listed on the TSX-V. The New Vanoil Shares, the New C$1 Vanoil Warrants and the New C$0.75 Vanoil Warrants will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. It is anticipated that the Effective Date for the Scheme will be 17 May 2013, the New Vanoil Shares and New Vanoil Warrants will be issued on 20 May 2013 and Admission will become effective on 20 May 2013.

The New Vanoil Shares will be issued in registered form, will be capable of being held in both certificated and uncertificated form, will be issued credited as fully paid and will rank pari passu in all respects with the existing Vanoil Shares save the New Vanoil Shares shall not have the right to receive and retain dividends and other distributions declared made or paid by Vanoil by reference to a record date falling before the Effective Date. The New Vanoil Warrants will be issued in registered form and will be capable of being held in certificated form (but not uncertificated form).

The New Vanoil Shares and New Vanoil Warrants will be issued following implementation of the Scheme to Fluormin Shareholders on the register at the Scheme Record Time.

New Vanoil Shares and New Vanoil Warrants will not be issued to Restricted Overseas Shareholders. The New Vanoil Shares that would otherwise be allotted or issued to Restricted Overseas Shareholders pursuant to the Scheme shall be withheld by the Registrars and shall, on a reasonable endeavours basis, be sold for the benefit of such Restricted Overseas Shareholders. Restricted Overseas Shareholders shall each receive: a cash payment from Vanoil of the Equivalent of C$0.031 in respect of each New C$1 Vanoil Warrant that would otherwise be issued to them under the Scheme; and a cash payment from Vanoil of the Equivalent of C$0.003 in respect of each New C$0.75 Vanoil Warrant that would otherwise be issued to them under the Scheme. The net proceeds of such sale of New Vanoil Shares (after deduction of brokerage charges and associated expenses) will be paid to the relevant Restricted Overseas Shareholders pro-rated to their holdings of Fluormin Shares at the Scheme Record Time as soon as practicable after receipt, except that if the aggregate amount due to any Restricted Overseas Shareholder in respect of: (i) the net proceeds of sale of New Vanoil Shares; (ii) the amounts due to him/it in respect of New Vanoil Warrants that would otherwise have been issued to him/it; and (iii) the amounts due to him/it in respect of fractional entitlements to New Vanoil Shares; is less than GBP3 (or the Equivalent of GBP3), such sum will not be distributed but will be aggregated and accrued to the benefit of the Company. Neither the Company nor any other person shall be responsible or have any liability whatsoever for any loss or damage (actual or alleged) arising from the terms or the timing of the sales or the sales or any failure to sell fractional entitlements to New Vanoil Shares.

Fluormin Shareholders should note that following Admission, the market value of the New Vanoil Shares and New Vanoil Warrants may go down as well as up and investors may therefore be unable to recover the value of their original investment.

   4.     Information on Fluormin

The Fluormin Group has been focussed on the exploration, development, production and trading of fluorspar. In the past two financial years, the Fluormin Group produced fluorspar between the period of March 2011 and October 2012. Its principal markets for fluorspar were Europe and the United States. Product was transported by train to port at Durban, South Africa, where it was typically sold FOB (Freight on Board) or CIF (Cost, Insurance and Freight) and then exported in bulk, at customer cost, by ship. No sales were made to joint ventures in which the Fluormin Group participated or to related shareholders.

The Fluormin Group has effectively disposed of all of its interest in mineral properties, except the Witkop mine in South Africa, during the past two financial years. The Witkop mine has been placed on care & maintenance with no immediate plans to re-commence mining operations. Re-commencement of mining operations would be dependent, in the view of the Fluormin Directors, on a material increase in the market price of acid grade fluorspar and the successful completion of ongoing technical and financial studies demonstrating viable mine planning based upon reserves.

The Fluormin Group's competitive position is challenged given the cost of operating the Witkop mine against a backdrop of lower cost fluorspar production worldwide. The Fluormin Group's major inputs have historically been costs associated with rail transport, electricity, labour, explosives and diesel. The Fluormin Group has no intangible assets of any importance, nor any key long term contracts for sale of product. Product has been sold on a spot basis or pursuant to short term supply contracts.

Environmental protection policies are in line with applicable law and the cost of environmental rehabilitation is audited regularly.

Assets

The Fluormin Group currently holds:

   --     cash and cash equivalents in the amount of GBP7.9 million (as at 31 December 2012)

-- a controlling interest in a South African uorspar mine, the Witkop mine (currently on care and maintenance);

-- uorspar off-take agreements with subsidiaries of Glencore concerning two base metal projects in Tunisia; and

   --     a 49% interest in Fluorone Trading Limited ("Fluorone").

In the period from Fluormin's admission to AIM until 30 June 2012, Witkop produced 66,836 dry metric tonnes of acid grade uorspar.

Additional information concerning Fluormin is available at www.Fluormin.com.

   5.     Information on Vanoil

Vanoil is a TSX-V listed oil and gas company with a diversified portfolio of assets in East Africa. Its focus is on highly prospective basins, adjacent to the acreage of, or endorsed by, major exploration players. Vanoil's onshore Kenya acreage, containing in excess of 900 million barrels of oil equivalent of prospective recoverable mean unrisked resources, lies in the same Anza basin as Block 10a. Vanoil also has the exclusive right to negotiate a production sharing contract with the Republic of Rwanda covering 1,631 square kilometres of oil and gas concessions in the north-western part of the Republic of Rwanda, better known as "East Kivu Graben."

As announced by Vanoil on 15 March 2013, Vanoil is also in the process of acquiring Avana which, through its wholly owned subsidiary, Avana Petroleum Kenya Limited, is seeking to perfect title in a 10 per cent. interest in an offshore Kenya Block L9 adjacent to the assets of BG Group, Anadarko Petroleum Corporation, Apache Corporation, PTT Public Company Limited and Total E&P Limited. . As at the date of this announcement, there can be no certainty that title to Block L9 will be perfected.

Avana currently has a 25 per cent. interest in Seychelles offshore oil assets operated by a wholly owned subsidiary of Afren plc.

Vanoil's audited accounts for the 12 months ended 30 September 2012 showed turnover of C$0.00 (12 months ended 30 September 2011, C$0.00), a pre-tax loss of C$2,812,029 (2011, a pre-tax loss of C$2,632,001) and shareholder's funds of C$20,621,906 (2011, C$14,561,707).

Asset Overview

Blocks 3a and 3b - Kenya

Vanoil's Kenya acreage, approximately 24,960 square kilometres, was acquired in October 2007 concurrent with the execution of two production sharing contracts with the Government of Kenya. The properties are designated as Block 3A and 3B. The Blocks were selected based on technical merit and location which is partly on the regional trend of a highly prospective rift basin connected to the prolific Melut and Muglad basins in Southern Sudan. Vanoil has obtained 2,000 line kilometres of raw seismic data and to date has processed approximately 1,500 line kilometres resulting in the delineation of multiple structural leads in both Blocks 3A and 3B. Vanoil has also acquired and processed 100 square kilometres of 3D seismic (the first 3D seismic ever acquired onshore in Kenya) and has defined multiple drilling targets.

Africa Oil and Tullow Oil plc recently drilled the Pai Pai well in Block 10a, which successfully encountered light hydrocarbons in the Lower Cretaceous. These results indicate that the Anza basin does contain a working petroleum system and an active source rock, further supporting the prospectivity of Blocks 3A and 3B.

Kivu Block - Rwanda

Vanoil has the exclusive right to negotiate a production sharing agreement with the Republic of Rwanda covering 1,631 square kilometres of oil and gas concessions in the northwestern part of Rwanda, better known as "East Kivu Graben". This area of the Kivu Graben is part of the great East African Rift System and is approximately 90 kilometres wide and 200 kilometres long. The Graben straddles both Rwanda and the Democratic Republic of the Congo and is the southern extension of the Albertine Graben in Uganda. Vanoil also has the right to conduct an environmental impact assessment on this site.

Block L9 - Kenya

Block L9 is a 5,065 square kilometres block located off the coast of Mombasa in the southern territorial waters of Kenya; a region in which all of the neighbouring acreage is held by Total, Anadarko, BG, Apache, PTT and their respective partners. Block L9 lies directly to the south of Block L8, on which Apache discovered gas in the Mbawa prospect earlier this year. The results of a 560 square kilometres 3D seismic survey conducted in Q2 2012 suggest that the analogous Mbawa South prospect extends across the border of Block L8 into L9, and a second 1,536 square kilometres 3D seismic survey conducted by Ophir in Q3 2012 illuminated potential oil prospects in a separate fairway spanning the southern half of Block L9 and notably the Simba Graben. Ophir plc management presentations in October 2012 note that the estimated gross recoverable mean unrisked prospective resources on Block L9 are 2.7bbbl/11.8 TCF of natural gas and that drilling will commence in 2013.

Seychelles

Avana also holds a 25% working interest in Seychelles Areas A and B with its partner East African Exploration Seychelles Limited, a wholly owned subsidiary of Afren plc ("Afren"). Areas A and B comprise in excess of 14,000 square kilometres in total and are located on the Seychelles plateau and adjacent zones in the northern waters of the Seychelles in a region where Amoco previously drilled three wells with hydrocarbon shows. Avana and its partner have acquired 8,500km of 2D seismic in the Seychelles (in addition to over 4,000km acquired by other parties over the blocks) and an extensive new 3D seismic survey is scheduled to commence in early 2013. Multiple oil seeps have been observed on Areas A and B, and tar balls of natural origin are abundant throughout the region. In August 2012, Afren's management noted that the estimated gross recoverable mean unrisked prospective resources on Areas A and B are 2.8 billion boe and that drilling is due to commence in Q4 2013.

Following the conclusion of the Avana Offer, Vanoil has agreed to nominate Sam Malin, a former director of Avana Petroleum Limited, to the board of directors.

Additional information on Vanoil is available at www.vanoil.ca.

   6.     Background to, and reasons for, the Scheme

Fluormin was admitted to the AIM market on 15 September 2011 when it acquired substantial stakes in several fluorspar assets; namely a controlling interest in a producing mine at Witkop, the Republic of South Africa, through its now wholly owned subsidiary Sallies Limited and a 20 per cent. interest in an entity called Kenya Fluorspar Company Limited ("KFC"). The period following admission to AIM was challenging on many levels. The Company's Witkop mine faced operational and cost pressures, whilst on a global level the Fluormin Group faced a substantial decline in the price of fluorspar. The Company has been active in addressing these issues, with successful plant modifications and improved mining methods resulting in substantial cost reductions during the period. Despite these efforts the prevailing fluorspar price fell below current operating costs. Consequently and in light of the current economic environment it was concluded that the only defensible strategy for the Fluormin Group was to place the Witkop mine on care and maintenance. In March 2012 and in light of the challenges of Witkop, the Fluormin Group disposed of its 20 per cent. interest in KFC for GBP8.5 million (US$14 million), realising a profit of approximately GBP7.1 million (US$10.7 million).

Following this Fluormin has been considering various alternatives on how to best capitalise on this strong cash position to maximise value for shareholders. In this context the Board has been reviewing various acquisition and merger opportunities in the natural resources sector and believes the oil and gas exploration portfolio of Vanoil to be commercially attractive for Fluormin Shareholders

The Vanoil Board believes that the proposed Scheme should lead to the following benefits for Vanoil Shareholders:

-- Vanoil's strategic objective is to build a highly prospective portfolio of assets across East Africa and to fund the exploration and development of its properties. Vanoil's previously announced offer for the entire issued share capital of Avana has the potential to double Vanoil's recoverable mean unrisked prospective resources while providing both geological and geopolitical diversification to further de-risk our portfolio.

-- Further to this, the acquisition of Fluormin provides an invaluable source of capital, acquired at a premium to Vanoil's current share price, to fund Vanoil's near term operational programme, which includes the drilling of two onshore wells in the Anza basin adjacent to recent successes in Kenyan Block 10a.

-- Completing both the Avana and Fluormin acquisitions in rapid succession paves the way for realising Vanoil's ambitious growth plans as it is expected to deliver financial and operational synergies of a potentially transformational nature for the enlarged Vanoil Group and provides Vanoil with the near term financial flexibility necessary for Vanoil to proceed with its drilling and seismic programmes to unlock the potential value of its acreage, with two 3D seismic surveys and at least two drilling events scheduled in 2013 alone.

-- The acquisition of Fluormin will assist with an orderly disposal of Fluormin's assets in conjunction with Vanoil's network and expertise.

The acquisition of Fluormin also introduces Vanoil to Fluormin's international investor base, whose support will be highly valuable to Vanoil and its enlarged group in the future.

   7.     Risk factors

Scheme Shareholders ought to be aware that the holding of New Vanoil Shares and New Vanoil Warrants carries with it a degree of risk. The following are considered by the Fluormin Directors to be the key risk factors which could have a material adverse effect on Vanoil's business, financial condition, prospects and share price. Accordingly, the following risk factors (which are not set out in any order of priority and are not exhaustive) should be considered carefully in evaluating whether or not to approve the Scheme.

Business risks

As discussed above, Vanoil's operations and assets are focussed upon early-stage oil and gas exploration in East Africa and so represent a different risk profile from the present risks associated with Fluormin's business interests and activities. The business of exploration for oil and gas involves a high degree of risk. Drilling activities involve the risk that no commercially viable oil or gas reservoirs will be discovered or indeed that no hydro-carbons will be encountered. Drilling operations may be curtailed, delayed or cancelled as a result of a variety of factors including: obtaining government permits; unexpected drilling conditions; pressure or irregularities in geological formations; equipment failures or accidents; adverse weather conditions; compliance with governmental or landowner requirements; and shortages or delays in the availability of drilling rigs and delivery of equipment and/or services including experienced labour.

Industry operating risks include the risk of fire, explosions, blow-out, pipe failure, abnormally pressured formations and environmental hazards such as accidental spills or leakage of petroleum liquid, gas leaks, ruptures or discharges of toxic gases, the occurrence of any of which could result in substantial losses to the Vanoil Group due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. Damages occurring as a result of such risks may give rise to claims against the Enlarged Business and its partners which may not be covered, in whole or part, by insurance.

In addition, the Enlarged Business will be reliant upon the ability of the Enlarged Group to secure sufficient funds to enable it to complete its exploration activities. Potential sources of additional funding include equity issues and farm-in agreements The ability of the Enlarged Group to arrange such financing in the future will depend in part upon the prevailing capital market conditions, as well as the business performance of the Enlarged Group. There can be no assurance that the Enlarged Group will be successful in its efforts to arrange additional financing on terms satisfactory to the Enlarged Group, or at all. This may be further complicated by the limited market liquidity for shares of smaller companies restricting access to some institutional investors. If additional financing is raised by the issuance of shares of the Enlarged Group, control of the Enlarged Group may change and shareholders may suffer dilution. If the Enlarged Group is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion, forfeit its interest in some of its assets, incur financial penalties or terminate its operations.

Risks of Foreign Operations

The Enlarged Group's assets and operations will be located in various jurisdictions in East Africa. As such,

the Enlarged Group may be subject to political, economic, and other uncertainties, including, but not limited to, expropriation of property without fair compensation, changes in policy or the personnel administering them, nationalisation, currency fluctuations and devaluations, exchange controls and royalty and tax increases, and other risks arising out of foreign governmental sovereignty over the areas in which the Enlarged Group's operations will be conducted. In the event of a dispute arising in connection with the Enlarged Group's operations, the Enlarged Group may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Enlarged Group may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Enlarged Group's activities in the East African countries in which it operates could be substantially affected by factors beyond the Enlarged Group's control, any of which could have a material adverse effect on the Enlarged Group.

Market risks

The Enlarged Group will be listed on the TSX-V, a stock exchange in Canada. The TSX-V is similar to AIM in that liquidity levels in companies traded on these markets are generally lower than those traded on the Main Market of the London Stock Exchange or the Main Board of the Toronto Stock Exchange. The Fluormin Directors are unable to predict whether substantial amounts of shares in the Enlarged Group will be sold in the open market following the Scheme becoming Effective. Sales of a substantial number of Vanoil Shares in the public market after the Scheme becomes Effective, or the perception that these sales might occur, could depress the market price of Vanoil Shares and could impair the Enlarged Group's ability to raise capital through the future sale of additional equity securities.

Publicly traded securities from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the companies that have issued them. In addition, the market price of Shares in the Enlarged Group could be subject to significant fluctuations (particularly for a period of time following the Scheme) due to a variety of factors, some specific to the Enlarged Group and its operations and some which may affect the sector in which it operates or quoted companies generally and which are outside the control of the Enlarged Group, including, amongst other things, change in sentiment in the stock market regarding Vanoil Shares or securities similar to them or in response to various facts and events, such as regulatory changes affecting the Enlarged Group's operations, variations in the Enlarged Group's operating results and business developments of the Enlarged Group or its respective competitors. Further, the trading price of Vanoil Shares may be subject to fluctuations in response to many factors, as well as divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, stock market speculations and fluctuations and general economic conditions or changes in political sentiment, each of which may adversely affect the market price of such shares, regardless of the Enlarged Group's actual performance in its key markets. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market prices for securities and which may be unrelated to the operating performance of the Enlarged Group. Any of these events could result in a decline in the market price or liquidity of Vanoil Shares. Fluormin Shareholders may therefore not be able to sell their Vanoil Shares at or above their current price.

Regulatory and taxation risks

Certain statutory and regulatory permits and approvals are required in order to operate the oil and gas exploration and production business, while new permits and approvals will be required for future operations. There can be no assurance that on the Effective Date the relevant authorities will have issued any or all of such permits and approvals and it is possible that delays could occur from time to time. Failure to maintain or obtain required permits or approvals may result in the interruption of operations and may have a material adverse effect on the Enlarged Group's financial condition and results of operations.

The Enlarged Group will be subject to sales, employment and corporation taxes and the payment of certain royalties in the local jurisdictions in which it operates. The application of such taxes may change over time due to changes in laws, regulations or interpretations by the relevant tax authorities. Whilst no material changes are anticipated in such taxes any such changes may have a material adverse effect on the Enlarged Group's financial condition and results of operations.

   8.     Shareholdings and irrevocable undertakings

Vanoil currently holds one Fluormin Share.

In addition, as at the date of this announcement, certain Fluormin Shareholders have irrevocably undertaken to vote their Scheme Shares (in aggregate, 7,914,404 Fluormin Shares, representing approximately 14.17 per cent. of the existing issued share capital of Fluormin) in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the Fluormin General Meeting. The irrevocable undertakings given by those Fluormin Shareholders will, in each case, cease to be binding if the Scheme lapses or is withdrawn at any time.

   9.     The Fluormin Directors and the effect of the Scheme on their interests in Fluormin Shares

The Fluormin Shares held by the Fluormin Directors will be subject to the Scheme. Information on the Fluormin Shares held by the Fluormin Directors, as well as the particulars of the service contracts and terms of appointment of the Fluormin Directors will be provided in the Scheme Document.

Save as set out above, the effect of the Scheme on the interests in Fluormin Shares of the Fluormin Directors or their connected persons does not differ from its effect on the like interest of any other Shareholder.

   10.    Optionholders

It is expected that Vanoil will send a document to all of the Optionholders in which each Optionholder will be requested, conditional upon the Scheme becoming effective on or before 31 August 2013, to cancel his Option in consideration of, in respect of each Fluormin Share over which an Optionholder has an Option, the grant of 0.5 C$1 Warrants (fractional entitlements to C$1 Warrants being ignored).

   11.    Description of the Scheme and the Shareholder Meetings

Details regarding the Scheme and the Shareholder Meetings will be provided in the Scheme Document, which will be posted to shareholders in due course.

   12.    Terms and Conditions to the Scheme

In summary, the Scheme is conditional, inter alia, upon:

a) its approval by a majority in number representing not less than 75 per cent. in value of the holders of Scheme Shares who are on the register of members of Fluormin at the Scheme Record Time, present and voting, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof);

b) the resolutions required to implement the Scheme being duly passed by the requisite majority or majorities at the Fluormin General Meeting (or any adjournment thereof); and

c) the sanction (with or without modification (but subject to such modification being on terms reasonably acceptable to Vanoil and Fluormin)) of the Scheme, and the confirmation of the Reduction of Capital by the Court and (i) the delivery of an office copy of each of the Court Orders and the Statement of Capital to the Registrar of Companies; and if so ordered by the Court, (ii) the registration of the Court Order effecting the Reduction of Capital by the Registrar of Companies.

Appendix I of this announcement, reflects the conditions contained in the Implementation Agreement. If certain of those conditions are not satisfied or (where possible) waived then Fluormin has the right to terminate the Implementation Agreement and if other of those conditions are not satisfied or (where possible) waived then Vanoil has the right to terminate the Implementation Agreement. If either Fluormin or Vanoil terminates the Implementation Agreement then the Implementation Agreement provides that the Scheme will be withdrawn and the sanction of the Court for the Scheme will not be sought.

The Conditions or (as the case may be) further terms relating to the approval of the Scheme by the Fluormin Shareholders, the passing of the Resolution necessary to implement the Scheme at the General Meeting, the sanction of the Scheme and confirmation of the Reduction of Capital by the Court, and the further term regarding the Admission of the New Vanoil Shares, are not capable of being waived in whole or in part.

   13.    Admission Timetable

Application will be made to the Toronto Stock Exchange for the New Vanoil Shares to be listed on the TSX-V.

If the Scheme is implemented in accordance with the proposed timetable described in this document, the New Vanoil Shares Vanoil are expected to commence trading on the TSX-V by 8.00 a.m. (Eastern Standard Time) on 20 May 2013.

A summary of the indicative timetable has been included in this announcement.

   14.    Taxation

Details regarding taxation will be included in the Scheme Document which will be posted to Shareholders in due course.

   15.    Delisting and re-registration

Pursuant to Rule 41 of the AIM Rules, it is expected that the Directors will notify the London Stock Exchange of the intention to cancel the admission to trading of the Fluormin Shares on AIM, on or shortly after the Effective Date.

The Cancellation is conditional upon the approval of the Scheme at the Court Meeting (as described in full in the Scheme Document) and by not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by Form of Proxy) at the General Meeting.

Subject to the approval of the Scheme at the Court Meeting and the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 19 May 2013. The proposed date for the Cancellation taking effect is 8.00 a.m. on 20 May 2013.

On the Effective Date, Fluormin will become a wholly owned subsidiary of Vanoil and share certificates in respect of Fluormin Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Fluormin Shares held within the CREST system will be cancelled.

If the Cancellation becomes effective, Westhouse Securities Limited will cease to be nominated adviser and broker to the Company and the Company will no longer be required to comply with the AIM Rules.

Immediately following the Cancellation, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted and the Ordinary Shares will cease to be registered with CREST.

As described above there will be a market for the Ordinary Shares of the enlarged Group on the TSX-V but Shareholders will not be able trade Shares on the AIM market after the Cancellation Date. Shareholders who do not wish to hold shares in the Enlarged Group can seek to sell their shares in the market ahead of the Scheme becoming Effective.

   16.    Settlement

Subject to implementation of the Scheme (and except as provided in the Scheme Document in relation to Overseas Shareholders), settlement of the consideration to which any holder of Scheme Shares is entitled under the Scheme will be effected in the manner set out below.

   16.1.     Consideration where Scheme Shares are held in uncertificated form (that is, in CREST)

Unlike Fluormin Shares, New Vanoil Shares are not capable of being held, transferred or settled through the usual UK settlement systems such as CREST. For this reason, Scheme Shareholders who hold their Fluormin Shares in uncertificated form through CREST will not be issued with New Vanoil Shares directly but will be issued with Vanoil CDIs (as explained in more detail below and subject to the position of Restricted Overseas Shareholders). The Vanoil CDI arrangements broadly reflect the economic rights attached to the New Vanoil Shares. However, while the holders of Vanoil CDIs will have an entitlement to the underlying New Vanoil Shares, they will not be the registered holders of the New Vanoil Shares. New Vanoil Shares to which Scheme Shareholders (other than Restricted Overseas Shareholders) will be entitled under the Scheme will be delivered, held and settled in CREST by means of the CREST International Settlement Links Service and, in particular, CREST's established link with DTC, the US settlement and clearance system. This link operates via the services of CREST International Nominees Limited, which is a participant in DTC. Under the CREST International Settlement Links Services, CREST Depository Limited, a subsidiary of Euroclear, issues dematerialised depositary interests representing entitlements to non-UK securities (such as New Vanoil Shares) called CDIs. CDIs may be held, transferred and settled exclusively through CREST.

The terms on which CDIs are issued and held in CREST are set out in the CREST Manual (and, in particular, the deed poll set out in the CREST International Manual) and the CREST Terms and Conditions issued by Euroclear. On settlement, Vanoil will instruct its transfer agent to cause the credit of the New Vanoil Shares through DTC to the securities deposit account of CREST International Nominees Limited, as nominee for CREST Depository Limited. CREST Depository Limited will then issue the Vanoil CDIs through CREST to the Registrar for delivery to the securities deposit account in CREST in which each such uncertificated Scheme Shareholder previously held Fluormin Shares A custody fee, as determined by CREST from time to time, is charged at the user level for the use of Vanoil CDIs.

The registered holder of the New Vanoil Shares represented by Vanoil CDIs will be Cede & Co, a nominee of DTC. The custodian of those New Vanoil Shares will be CREST International Nominees Limited, who will hold them through the DTC system as nominee for CREST Depositary Limited. CREST Depositary Limited will hold those New Vanoil Shares on trust (as bare trustee under English law) for the uncertificated Fluormin Shareholders to whom it will issue Vanoil CDIs. Holders of Vanoil CDIs will not be able to vote or entitled to attend Vanoil shareholder meetings in person as a result of their beneficial interest in the New Vanoil Shares. Dividends paid on the New Vanoil Shares will be paid to holders of Vanoil CDIs in the currency in which the relevant holder has elected through CREST to receive such payments.

Notwithstanding the above, Vanoil reserves the right to settle all or part of such consideration in the manner set out in paragraph 18.2 below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph 16.1.

Any New Vanoil Warrants to which Scheme Shareholders (other than Restricted Overseas Shareholders) are entitled will be issued in certificated form.

As from the close of business on the date of the Court Hearing (expected to be 17 May 2013), each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

Pending the crediting of CREST account in respect of CDIs representing New Vanoil Shares and the despatch of certificates for New Vanoil Shares and New Vanoil Warrants, temporary documents of title will not be issued. Euroclear will be instructed to cancel the entitlements to Fluormin Shares cancelled as part of the Scheme.

   16.2.     Consideration where Scheme Shares are held in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, any New Vanoil Shares and New Vanoil Warrants to which such Shareholder is entitled pursuant to the Scheme will be issued on the Business Day after the Effective Date.

Statements of entitlement for New Vanoil Shares and certificates for New Vanoil Warrants will be despatched, at the recipients' risk, by first class post to Shareholders as soon as practicable after the Effective Date and, in any event, no later than 14 days after the Effective Date, to the address appearing on the register of members of Fluormin at the Scheme Record Time (or, in the case of joint holders, to the address of that joint holder whose name stands first in the said register in respect of such joint holding).

Pending the despatch of statements of entitlement for New Vanoil Shares and certificates for the New Vanoil Warrants, temporary documents of title will not be issued. Every holder of Fluormin Shares will be bound at the request of Fluormin to deliver up to Fluormin the existing certificate(s) for cancellation or to destroy the certificate(s).

   16.3.     General

All documents sent to Scheme Shareholders in accordance with this paragraph will be sent at the risk of the person entitled thereto.

Settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms set out in this Part I without regard to any lien, right of set off, counterclaim or analogous right to which Vanoil may otherwise be, or claim to be, entitled against any Scheme Shareholder.

   17.    Further information

Further information regarding the Scheme will be set out in the Scheme Document which will be posted to shareholders in due course and will be made available on the Company's website: www.fluormin.com

   18.    General

This announcement does not constitute an offer or an invitation to purchase any securities.

The Acquisition will comply with the applicable rules and regulations of the London Stock Exchange and the AIM Rules for Companies, will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. In addition, it will be on the terms and subject to the conditions set out in this announcement and in the Scheme Document.

The Fluormin Directors accept responsibility for the information contained in this announcement relating to Fluormin, themselves and their immediate families, related trusts and connected persons. The Vanoil Directors accept responsibility for all of the other information contained in this announcement. To the best of the knowledge and belief of the Vanoil Directors and the Fluormin Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement and in full in the Scheme Document. Appendix II contains details of the irrevocable undertakings given to Vanoil and Fluormin. Appendix III sets out the sources and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

City Code on Takeovers and Mergers (the "City Code")

The Company may therefore become subject to the City Code in the future. Information regarding the Takeover Panel and a copy of the City Code can be found at http://www.thetakeoverpanel.org.uk/.

Further information

Overseas Shareholders

General

New Vanoil Shares and New Vanoil Warrants will not be issued to Restricted Overseas Shareholders. The New Vanoil Shares that would otherwise be allotted or issued to Restricted Overseas Shareholders pursuant to the Scheme shall be withheld by the Registrars and shall, on a reasonable endeavours basis, be sold for the benefit of such Restricted Overseas Shareholders. Restricted Overseas Shareholders shall each receive: a cash payment from Vanoil of the Equivalent of C$0.031 in respect of each New C$1 Vanoil Warrant that would otherwise be issued to them under the Scheme; and a cash payment from Vanoil of the Equivalent of C$ 0.003 in respect of each New C$0.75 Vanoil Warrant that would otherwise be issued to them under the Scheme. The net proceeds of such sale of New Vanoil Shares (after deduction of brokerage charges and associated expenses) will be paid to the relevant Restricted Overseas Shareholders pro-rated to their holdings of Fluormin Shares at the Scheme Record Time as soon as practicable after receipt, except that if the aggregate amount due to any Restricted Overseas Shareholder in respect of: (i) the net proceeds of sale of New Vanoil Shares; (ii) the amounts due to him/it in respect of New Vanoil Warrants that would otherwise have been issued to him/it; and (iii) the amounts due to him/it in respect of fractional entitlements to New Vanoil Shares; is less than GBP3 (or the Equivalent of GBP3) such sum will not be distributed but will be aggregated and accrued to the benefit of the Company. Neither the Company nor any other person shall be responsible or have any liability whatsoever for any loss or damage (actual or alleged) arising from the terms or the timing of the sales or the sales or any failure to sell fractional entitlements to New Vanoil Shares.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

United States Shareholders

APPENDIX I

   1.      Further Conditions

Where the Company Terms (as defined below) are not satisfied or (where possible) waived then Fluormin has the right to terminate the Implementation Agreement and where the Offeror Terms (as defined below) are not satisfied or (where possible) waived then Vanoil has the right to terminate the Implementation Agreement. If either Fluormin or Vanoil terminates the Implementation Agreement then the Implementation Agreement provides that the Scheme will be withdrawn and the sanction of the Court for the Scheme will not be sought.

The Acquisition, which will be made by Vanoil or a wholly owned subsidiary of Vanoil, will be governed by English law and subject to the jurisdiction of the English courts. The Acquisition will be subject to the following terms:

   1.1               with regard to the Scheme:

1.1.1 the approval of the Scheme by a majority in number representing not less than three fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of the Company at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and any separate class meeting which may be required by the Court or any adjournment thereof;

1.1.2 the resolution required to approve and implement the Scheme being duly passed at the General Meeting (or any adjournment thereof); and

1.1.3 the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court (in either case with or without modification (but subject to any such modification being acceptable to Vanoil and the Company)), office copies of the Court Order and of a statement of capital being delivered to the Registrar of Companies and, if the Court so orders for the Scheme to become effective, registration of the Court Order confirming the Reduction of Capital with the Registrar of Companies;

1.2 the approval of the terms of the Acquisition by a majority of the minority approval by the holders of shares in the capital of Vanoil;

1.3 the TSX-V agreeing or confirming its decision to list the New Vanoil Shares for trading on the TSX-V subject only to (i) the allotment of such shares and/or (ii) the Acquisition becoming effective and/or (iii) other customary requirements;

1.4 all necessary material notifications and filings having been made in connection with the Acquisition and all statutory and regulatory obligations in connection with the Acquisition in any relevant jurisdiction having been complied with in respect of the Acquisition and, except pursuant to Part 26, Chapter 3 of the 2006 Act, all necessary material consents for the Acquisition having been obtained from all appropriate third parties, and all such authorisations or consents remaining in full force and effect at the time at which the Court sanctions the Scheme and confirms the Reduction of Capital;

1.5 the Fluormin Group owning the full legal and beneficial title to its assets, free from all Encumbrances;

1.6 save as Disclosed and in respect of any security granted in connection with the Facility Agreement, the Vanoil Group owning the full legal and beneficial title to its assets, free from all Encumbrances;

1.7 save as Disclosed, no Governmental Body, customer, supplier, or financial institution having taken any step that would make the Acquisition void, unenforceable or illegal, or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to the Acquisition, or otherwise materially challenge or require material amendment of, the Acquisition. For the avoidance of doubt this paragraph 1.7 relates to the ability of Vanoil to acquire the Scheme Shares and the Parties agree that it shall not be possible for this paragraph 1.7 to be invoked as a result of any adverse effect on, or with respect to, the business, results of operation or financial condition of the Fluormin Group;

1.8 save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Fluormin Group is a party or by or to which any such member or any of its assets is or may be bound or is subject, or may in the future be subject, which as a consequence of the Acquisition, or because of a change in the control or management of any member of the Fluormin Group or otherwise, would result in, a Material Adverse Event;

   1.9               save as Disclosed, no member of the Fluormin Group having since 26 March 2013:

1.9.1 save always in connection with the incorporation of any company as members of the Fluormin Group, issued or agreed to issue, authorised, proposed, or announced its intention to authorise or propose, the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities save for the issue of Scheme Shares pursuant to or in connection with the exercise or vesting of options or awards granted under, or the grant of options or awards under, the Share Plans, such grants or awards having been disclosed to Vanoil prior to the date of this Agreement;

1.9.2 save in respect of transactions between members of the Fluormin Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

1.9.3 other than pursuant to the implementation of the Acquisition (and save for transactions in the ordinary course of business or in respect of transactions between members of the Fluormin Group) implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme of arrangement, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) or assumption of liabilities in any undertaking or undertakings or any change in its share or loan capital (save for the issue of Scheme Shares on the exercise or vesting of options or awards granted before the date of this announcement under the Share Plans) which has resulted in a Material Adverse Event occurring;

1.9.4 transferred, created or triggered the enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Fluormin Group (whenever arising or having arisen) or authorised, proposed or announced any intention to do so;

1.9.5 issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions between the Company and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business of the Fluormin Group) incurred any indebtedness or contingent liability;

1.9.6 entered into or varied to a material extent or authorised the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any director of any member of the Fluormin Group;

1.9.7 agreed to provide or modified the terms of any share plan, incentive scheme or, to the extent not de minimis in nature and within the ordinary course of business, other benefit relating to the employment or termination of employment of any person employed by the Fluormin Group;

1.9.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital; or

1.9.9 taken any corporate action or had any proceedings initiated by any court against it for its winding-up (voluntary 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 or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

or having entered into any agreement or commitment to effect any of the transactions, matters or events referred to in this paragraph 1.9;

   1.10             save as Disclosed, no member of the Vanoil Group having since 26 March 2013:

1.10.1 save always in connection with the incorporation of any company as members of the Vanoil Group, issued or agreed to issue, authorised, proposed, or announced its intention to authorise or propose, the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities pursuant to or in connection with the exercise or vesting of options or awards granted under, or the grant of options or awards under, any share option plan of Vanoil Group, such grants or awards having been disclosed to the Company prior to the date of this Agreement;

1.10.2 save in respect of transactions between members of the Vanoil Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

1.10.3 other than pursuant to the implementation of the Acquisition (and save for transactions in the ordinary course of business or in respect of transactions between members of the Fluormin Group) implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme of arrangement, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) or assumption of liabilities in any undertaking or undertakings or any change in its share or loan capital which has resulted in a Material Adverse Event occurring;

1.10.4 transferred, created or triggered the enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Vanoil Group (whenever arising or having arisen) or authorised, proposed or announced any intention to do so;

1.10.5 issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions between Vanoil and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business of the Vanoil Group) incurred any indebtedness or contingent liability;

1.10.6 entered into or varied to a material extent or authorised the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any director of any member of the Vanoil Group;

1.10.7 agreed to provide or modified the terms of any share plan, incentive scheme or, to the extent not de minimis in nature and within the ordinary course of business, other benefit relating to the employment or termination of employment of any person employed by the Vanoil Group;

1.10.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital; or

1.10.9 Vanoil or any relevant member of its Group having taken any corporate action or had any proceedings initiated by any court against it for its winding-up (voluntary 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 or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

or having entered into any agreement or commitment to effect any of the transactions, matters or events referred to in this paragraph 1.10;

   1.11             save as Disclosed:

1.11.1 since 26 March 2013, no litigation, arbitration proceedings, prosecution or other legal proceedings (including, for this purpose, any Governmental Body, regulatory or similar investigation or enquiry) (a "Company Proceeding") having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Fluormin Group which is or would reasonably be expected to be a Material Adverse Event and no executive officer of the Fluormin Group having received a written notice from any third party that any such proceedings are pending or threatened, and for the avoidance of doubt any legal proceeding shall only be considered "announced or instituted" for the purposes of this paragraph 1.11.1 if (i) a filing or delivery of notice of a Company Proceeding is made with any court, tribunal, panel or other arbitration body, or (ii) a public announcement regarding a government investigation is made by any Governmental Body or (iii) written notice of a Company Proceeding has been received by a member of the Fluormin Group;

1.11.2 there being no behaviour of a director, officer or employee of the Fluormin Group that could reasonably be considered to be fraud or wilful misconduct and which is or would reasonably be expected to be a Material Adverse Event;

   1.12             save as Disclosed:

1.12.1 since 26 March 2013, no litigation, arbitration proceedings, prosecution or other legal proceedings (including, for this purpose, any Governmental Body, regulatory or similar investigation or enquiry) (an "Offeror Proceeding") having been announced or instituted by or against or remaining outstanding against or in respect of any member of Vanoil Group which is or would reasonably be expected to be a Material Adverse Event and no executive officer of Vanoil Group having received a written notice from any third party that any such proceedings are pending or threatened, and for the avoidance of doubt any legal proceeding shall only be considered "announced or instituted" for the purposes of this paragraph 1.12.1 if (i) a filing or delivery of notice of an Offeror Proceeding is made with any court, tribunal, panel or other arbitration body, or (ii) a public announcement regarding a government investigation is made by any Governmental Body or (iii) written notice of an Offeror Proceeding has been received by a member of Vanoil Group;

1.12.2 there being no behaviour of a director, officer or employee of Vanoil Group Company that could reasonably be considered to be fraud or wilful misconduct and which is or would reasonably be expected to be a Material Adverse Event;

1.13 Vanoil not having discovered after the date of this Agreement that any financial, business or other information concerning the Fluormin Group as contained in the information Disclosed which is material in the context of the Acquisition, was, at the time Disclosed, misleading or contained any misrepresentation of fact or omitted to state a fact necessary to make any information contained therein not misleading at the time Disclosed, in each case to an extent which results in a Material Adverse Event occurring;

1.14 Fluormin not having discovered after the date of this Agreement that any financial, business or other information concerning the Vanoil Group as contained in the information Disclosed which is material in the context of the Acquisition, was, at the time Disclosed, misleading or contained any misrepresentation of fact or omitted to state a fact necessary to make any information contained therein not misleading at the time Disclosed, in each case to an extent which results in a Material Adverse Event occurring;

1.15 Vanoil having concluded the acquisition of Avana on the terms previously Disclosed to the Company;

1.16 a transfer agreement in substantially the same form as the draft in the agreed form being entered into between Dominion Petroleum Kenya Limited and Avana Petroleum Kenya Limited in relation to the assignment to Avana Petroleum Limited of a 10 per cent interest in Kenyan offshore exploration block L9; and

1.17 Fluormin (or its subsidiary) having transferred the sum of US$5 million to Vanoil pursuant to the terms of the Facility Agreement and no Event of Default having arisen under the Facility Agreement, or if an Event of Default has arisen then the Company (or its subsidiary as the case may be) has irrevocably confirmed in writing to Vanoil that it waives all its rights in respect of such Event of Default.

1.18 The Implementation Agreement not having been terminated in accordance with its terms.

Fluormin reserves the right to waive any terms set out in paragraphs 1.3,1.6, 1.10, 1.12, 1.14, 1.15, 1.16 or 1.17 (the "Company Terms"). The Offeror reserves the right to waive any terms set out in paragraphs 1.2 to 1.17 (inclusive) other than the Company Terms (the "Offeror Terms").

Save as otherwise expressly stated in the Implementation Agreement, Vanoil 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 Offeror Terms by a date earlier than the latest date for the fulfilment of that term notwithstanding that the other Offeror Terms may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Offeror Terms may not be capable of fulfilment.

Save as otherwise expressly stated in the Implementation Agreement, the Company 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 Company Terms by a date earlier than the latest date for the fulfilment of that term notwithstanding that the other Company Terms may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Company Terms may not be capable of fulfilment.

APPENDIX II

   1        Irrevocable Undertakings

1.1 As at the date of this announcement, irrevocable undertakings had been given to Vanoil and Fluormin by or on behalf of the following Fluormin Shareholders to vote in favour of the Scheme and the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Fluormin General Meeting in respect of the number of Fluormin Shares referred to below:

 
 Name                Number of Fluormin   Percentage of           Percentage of 
                      Shares               issued share capital    number of Scheme 
                                           of Fluormin             Shares 
 Stanley Nominees 
  Limited                     3,651,069                    6.54                6.54 
 Gourley Holdings 
  2 Inc                       2,230,000                    3.99                3.99 
 Brian Kiernan                1,050,002                    1.88                1.88 
 Mark Bolton                    983,333                    1.76                1.76 
 Total                        7,914,404                   14.17               14.17

The undertakings given by such Fluormin Shareholders will cease to be binding if the Scheme lapses or is withdrawn at any time.

1.2 As at the date of this announcement, Vanoil and Fluormin have therefore obtained irrevocable undertakings, in aggregate, to vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the Fluormin General Meeting over 7,914,404 Fluormin Shares (representing approximately 14.17 per cent. of the existing issued share capital of Fluormin).

APPENDIX III

   2           Sources and bases of selected financial information in this document 
   2.1     Unless otherwise stated:

2.1.1 the financial information relating to Fluormin stated as at or in respect of the period ended 30 June 2012 is extracted from the audited Annual Report and Accounts for Fluormin for the financial period ended 30 June 2012; and

2.1.2 the financial information relating to Vanoil stated as at or in respect of the period ended 30 September 2012 is extracted from the audited Annual Report and Accounts of Vanoil for the financial period ended 30 September 2012.

2.2 As at the disclosure date, Vanoil had in issue 66,588,455 common shares of no par value and Fluormin had in issue 55,865,722 ordinary shares of 15 pence each. No shares were held in treasury by Vanoil or Fluormin.

2.3 Unless otherwise stated, all prices quoted for Fluormin Shares and Vanoil Shares are Closing Prices and are derived from the London Stock Exchange or the Toronto Stock Exchange.

   2.4     Unless otherwise stated, all share prices are expressed in pence.

2.5 The number of New Vanoil Shares to be issued pursuant to the Scheme if it becomes effective is approximately 45.0 million New Vanoil Shares. The number of New C$1 Vanoil Warrants to be issued pursuant to the Scheme if it becomes effective is approximately 32.0 million New C$1 Vanoil Warrants. The number of New C$0.75 Vanoil Warrants to be issued pursuant to the Scheme if it becomes effective is approximately 6.5 million New C$0.75 Vanoil Warrants.

2.6 The issued and to be issued share capital of Fluormin is calculated on the basis of the number of issued Fluormin Shares on 25 March 2013, the last Business Day prior to the date of this announcement, being 55,865,722 Fluormin Shares. There are 3,537,999 further Fluormin Shares which may be issued on or after the date of this document on the exercise of options or vesting of awards under any employee share scheme implemented or adopted by Fluormin, which options or awards have been granted on or before the date of this document.

2.7 For the purposes of this document, net debt/cash represents total debt, excluding finance leases, less total cash balances (including cash in joint ventures).

   2.8     Underlying earnings means before intangible amortisation, non-recurring operating items and non-operating items.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this document, unless stated otherwise:

 
 Act or Companies Act                  means the Companies Act 2006, and shall 
                                        be construed as a reference to it as it 
                                        may from time to time be amended, modified 
                                        or re-enacted 
 Acquisition                           means the proposed acquisition by Vanoil 
                                        (or Vanoil's wholly-owned subsidiary) 
                                        of the entire issued and to be issued 
                                        ordinary share capital of Fluormin which 
                                        is to be effected by means of the Scheme 
 Admission                             means the admission of the New Vanoil 
                                        Shares to the TSX-V in accordance with 
                                        the TSX-V Rules or, if Vanoil and Fluormin 
                                        so determine, the Toronto Stock Exchange 
                                        agreeing to admit such shares to trading 
                                        subject only to (i) the allotment of such 
                                        shares and/or (ii) the Scheme becoming 
                                        effective on the Effective Date 
 Agreement                             means the Implementation Agreement entered 
                                        into by the Company and Vanoil 
 AIM                                   means the market of that name operated 
                                        by London Stock Exchange 
 AIM Rules                             means the rules published by London Stock 
                                        Exchange governing the admission to, and 
                                        operation of, AIM from time to time and 
                                        including the AIM Rules for Companies 
 Announcement                          means the announcement made by the Company 
                                        on 15 March 2013 
 Avana                                 means Avana Petroleum Limited 
 Avana Offer                           means the offer made by Vanoil Energy 
                                        Holdings Ltd (a wholly-owned subsidiary 
                                        of Vanoil) which was announced by Vanoil 
                                        on announced on 26 November 2012 (and 
                                        which became unconditional on 15 March 
                                        2013) pursuant to which Vanoil Energy 
                                        Holdings Ltd acquired the entire issued 
                                        share capital of Avana 
 Avana Sellers                         means Carinia Holdings, Exchange Minerals 
                                        and Samuel Malin 
 Avana Share                           means an ordinary share of US$0.001 in 
                                        the capital of Avana 
 Blue Form of Proxy                    means the blue form of proxy or form of 
                                        direction for use by Scheme Shareholders 
                                        in relation to the Court Meeting 
 Business Day                          means any day on which banks are generally 
                                        open in England and Wales for the transaction 
                                        of business other than a Saturday, Sunday 
                                        or public holiday 
 C$                                    means Canadian Dollars, being the lawful 
                                        currency of Canada 
 C$0.75 Vanoil Warrants                means warrants to subscribe for a Vanoil 
                                        Share at CS$0.75 per share at any time 
                                        before 13 March 2014 
 C$1 Vanoil Warrants                   means warrants to subscribe for a Vanoil 
                                        Share at CS$1.00 per share exercisable 
                                        during the two year period immediately 
                                        following the completion of the Scheme 
 Cancellation                          means the cancellation of the admission 
                                        of Fluormin Shares to trading on AIM 
 Cancellation Date                     means the date on which the Cancellation 
                                        becomes effective 
 Carinia Holdings                      means Carinia Holdings Limited (a company 
                                        incorporated in the 
                                        British Virgin Islands with company number 
                                        14165391 whose 
                                        registered office is at Geneva Place, 
                                        Waterfront Drive, Road Town, Tortola, 
                                        British Virgin Islands 
 CDI                                   means a CREST depository interest issued 
                                        by CREST Depository Limited (a subsidiary 
                                        of Euroclear) whereby CREST Depository 
                                        Limited will hold overseas securities 
                                        on trust for the CREST member to whom 
                                        it has issued a depository interest 
 certificated or in certificated       means in relation to a Scheme Share, title 
  form                                  to which is recorded in the relevant register 
                                        of Fluormin as being held in certificated 
                                        form (that is, not in CREST) 
 City Code or Code                     means the City Code on Takeovers and Mergers 
 Closing Price                         means the closing middle market price 
                                        of a relevant share (or closing price 
                                        quoted by the TSX Venture Exchange as 
                                        applicable) on any particular day 
 Computershare                         means Computershare Investor Services 
                                        PLC, a company incorporated in England 
                                        and Wales with registered number 03498808 
 Conditions                            means the terms and conditions to the 
                                        Implementation Agreement 
 Court                                 means the High Court of Justice in England 
                                        and Wales 
 Court Hearing                         means the hearing by the Court of the 
                                        application for confirmation of the Reduction 
                                        of Capital and to sanction the Scheme 
                                        and to grant the Court Order 
 Court Meeting or Scheme               means the meeting of Scheme Shareholders 
  Meeting                               convened by order of the Court under Part 
                                        26 of the Companies Act to consider and, 
                                        if thought fit, approve the Scheme (with 
                                        or without amendment), and any adjournment 
                                        thereof, notice of which will be set out 
                                        in the Scheme Document 
 Court Order                           means the order of the Court confirming 
                                        the Reduction of Capital under section 
                                        648 of the Companies Act and sanctioning 
                                        the Scheme under Part 26 of the Companies 
                                        Act 
 CREST                                 means the system for the paperless settlement 
                                        of trades in securities and the holding 
                                        of uncertificated securities operated 
                                        by Euroclear in accordance with the Uncertificated 
                                        Securities Regulations 2001 
 Crest Manual                          means the rules governing the operation 
                                        of CREST, consisting of the CREST Reference 
                                        Manual, the CREST International Manual, 
                                        the CREST Rules, the Registrars Service 
                                        Standards, the Settlement Discipline Rules, 
                                        the CCSS Operations Manual, the Daily 
                                        Timetable, the CREST Application Procedure 
                                        and the CREST Glossary of Terms (all as 
                                        defined in the CREST Glossary of Terms 
                                        promulgated by Euroclear on 15 July 1996 
                                        and as amended from time to time) 
 Disclosed                             means in relation to Fluormin, fairly, 
                                        clearly and accurately disclosed (with 
                                        sufficient details to identify the nature 
                                        and scope of the matter disclosed) in 
                                        (i) the admission document produced by 
                                        Fluormin dated 9 September 2011, (ii) 
                                        the annual report and accounts of the 
                                        Company for the financial year ended 30 
                                        June 2012, (iii) any public announcement 
                                        by or on behalf of Fluormin on or before 
                                        5 p.m. on 26 March 2013 (by the delivery 
                                        of an announcement to a Regulatory Information 
                                        Service), or (iv) the documents and other 
                                        information contained in the data room 
                                        prepared by Fluormin as at 26 March 2013; 
                                        and 
 
                                        in relation to Vanoil, fairly, clearly 
                                        and accurately disclosed (with sufficient 
                                        details to identify the nature and scope 
                                        of the matter disclosed) in (i) the annual 
                                        report and accounts of Vanoil for the 
                                        financial year ended 30 September 2012, 
                                        (ii) the interim report and accounts of 
                                        Vanoil for the financial quarter ended 
                                        31 December 2013; (iii) any public announcement 
                                        by or on behalf of Offeror Company on 
                                        or before 5 p.m. on 26 March 2013 (by 
                                        the delivery of an announcement to a Regulatory 
                                        Information Service), (iv) any document 
                                        filed and publicly available on the SEDAR 
                                        website at www.SEDAR.com under Vanoil's 
                                        profile as at 26 March 2013, or (v) the 
                                        documents and other information contained 
                                        in the data room prepared by Vanoil as 
                                        at 26 March 2013; 
 Effective                                              means in the context of the Scheme: 
                                                         (i) if the Scheme is implemented by way 
                                                         of the Scheme, the Scheme having become 
                                                         effective pursuant to its terms; or 
                                                         (ii) if the Scheme is implemented by way 
                                                         of an Offer, such Offer having been declared 
                                                         or become unconditional in all respects 
                                                         in accordance with its terms 
 Effective Date                        means the date on which the Scheme becomes 
                                        Effective, which is expected to be 20 
                                        May 2013 
 Encumbrance                           means any interest or equity of any person 
                                        (including any right to acquire, option 
                                        or right of pre-emption) or any mortgage, 
                                        charge, pledge, lien, assignment, hypothecation, 
                                        security interest, title retention or 
                                        any other security agreement or arrangement; 
 Enlarged Business                     means the business of the Enlarged Group 
 Enlarged Group                        means the Vanoil Group including the Fluormin 
                                        Group following the Effective Date 
 Equivalent                            equivalent in Sterling calculated by reference 
                                        to the average C$/GBP exchange rate (as 
                                        derived from Bloomberg, or such other 
                                        source of data as Vanoil, acting reasonably, 
                                        may elect) at 5.00 p.m. (London time) 
                                        on the 10 Business Days ending on the 
                                        Business Day preceding the Effective Date 
 ESA Instruction                       an escrow account adjustment input (AESN) 
                                        transaction type "ESA" (as described in 
                                        the CREST manual) 
 EST                                   means Eastern Standard Time 
 Euroclear                             means Euroclear UK & Ireland Limited, 
                                        a company incorporated in England and 
                                        Wales with registered number 2878738 
 Exchange Minerals                     means Exchange Minerals Limited, a company 
                                        incorporated in 
                                        Jersey with company number 100115 whose 
                                        registered office is 
                                        c/o Allied Trust Company Limited, PO Box 
                                        858, 5 Bond Street, 
                                        St Helier, Jersey JE4 0YU, Channel Islands 
 Facility Agreement                    means the facility agreement entered into 
                                        between Vanoil and Kenya Fluorspar Company 
                                        (BVI) Limited on 15 March 2013, further 
                                        details of which will be set out in the 
                                        Scheme Document 
 Firebird                              means Firebird I and Firebird II or, where 
                                        the context requires, either of them 
 Firebird I                            means Firebird Global Master Fund, Ltd 
 Firebird II                           means Firebird Global Master Fund II, 
                                        Ltd 
 Fluormin or the Company               means Fluormin plc, a company incorporated 
                                        in England and Wales with registered number 
                                        05146673 
 Fluormin Articles or Articles         means the articles of association of Fluormin 
                                        adopted from time to time 
 Fluormin Board or Board               means the directors of Fluormin 
  of Fluormin or Fluormin 
  Directors 
 Fluormin General Meeting              means the general meeting of the Fluormin 
  or General Meeting                    Shareholders (and any adjournment thereof) 
                                        convened for the purposes of considering 
                                        and, if thought fit, approving certain 
                                        resolutions in connection with the Scheme, 
                                        notice of which will be set out in the 
                                        Scheme Document 
 Fluormin Group                        means Fluormin and its subsidiary undertakings 
                                        from time to time and "member of the Fluormin 
                                        Group" shall be construed accordingly 
 Fluormin Shares or Ordinary           means ordinary shares of 15 pence each 
  Shares                                in the capital of Fluormin 
 Fluormin Shareholders                 means the holders of Fluormin Shares and 
  or Shareholders                       a "Shareholder" or "Fluormin Shareholder" 
                                        means any one of them 
 Fluormin Shareholders                 means holders of the Fluormin Shares 
 Forms of Proxy                        means the Blue Form of Proxy and the White 
                                        Form of Proxy which will be enclosed with 
                                        the Scheme Document for use at the Court 
                                        Meeting (form coloured blue) and for use 
                                        at the General Meeting (form coloured 
                                        white) 
 FSA                                   means the Financial Services Authority 
 FSMA                                  means the Financial Services and Markets 
                                        Act 2000 (as amended) 
 General Meeting Resolution            means the special resolution which will 
                                        be set out in the Notice of General Meeting 
                                        to be sent to Shareholders 
 Governmental Body                     means any government, government department, 
                                        or quasi-governmental, supranational, 
                                        statutory, regulatory, environmental or 
                                        investigative body, institution or authority 
                                        (including any anti-trust or merger control 
                                        body) or any court; 
 Holder                                includes a person entitled by transmission 
 Implementation Agreement              means the agreement dated 26 March 2013 
                                        between Vanoil and Fluormin in relation 
                                        to the implementation of the Scheme 
 Independent Directors                 means the Fluormin Board other than James 
                                        Passin 
 Kenyan Asset                          means a ten per cent. participating interest 
                                        in Kenya offshore block L9 as awarded 
                                        by the Government of the Republic of Kenya 
 London Stock Exchange                 means London Stock Exchange plc, together 
                                        with any successors thereto 
 Long Stop Date                        means 31 August 2013 or such later date 
                                        as the parties may, with the consent of 
                                        the Panel, agree 
 Material Adverse Change                                means one or more changes, effects, events, 
                                                         occurrences, state of facts or developments 
                                                         that has, or would reasonably be expected 
                                                         to have in the future, a material adverse 
                                                         effect on the business, affairs, operation 
                                                         and/or financial condition of the Fluormin 
                                                         Group, other than; 
 
                                                         (i) a change affecting all companies, 
                                                         without disproportionate impact, carrying 
                                                         on business similar to that of the Fluormin 
                                                         Group or Vanoil Group (as the case may 
                                                         be) in similar countries in which the 
                                                         Fluormin Group or Fluormin Vanoil Group 
                                                         (as the case may be) carries on business; 
                                                         or 
 
                                                         (ii) changes that relate to changes in 
                                                         stock markets, interest rates, exchange 
                                                         rates, commodity prices or other general 
                                                         economic conditions outside the control 
                                                         of the Fluormin Group or Vanoil Group 
                                                         (as the case may be); or 
 
                                                         (iii) movements in the market price of 
                                                         the Fluormin Shares or Vanoil Shares as 
                                                         the case may be; 
 
                                                         the result of which is reasonably expected 
                                                         to lead to, or has led to, an aggregate 
                                                         loss of GBP2,000,000 or greater for the 
                                                         Fluormin Group 
 New Fluormin Shares                   means the new ordinary shares of 15 pence 
                                        each in the capital of the Company to 
                                        be created in accordance with Clause 1.1 
                                        of the Scheme 
 New Vanoil Shares                     means the Vanoil Shares proposed to be 
                                        issued and credited as fully paid pursuant 
                                        to the Scheme and the expression New Vanoil 
                                        Shareholder shall be construed and interpreted 
                                        accordingly 
 New C$1 Vanoil Warrants               means the C$1 Vanoil Warrants to be issued 
                                        pursuant to this Scheme 
 New C$0.75 Vanoil Warrants            means the C$0.75 Vanoil Warrants to be 
                                        issued pursuant to this Scheme 
 New Vanoil Warrants                   means the New C$1 Vanoil Warrants and 
                                        the New C$0.75 Vanoil Warrants (or either 
                                        of them as the context requires) 
 Notice of Court Meeting               means the notice of the Court Meeting 
                                        to be sent to Shareholders 
 Notice of General Meeting             means the notice of the General Meeting 
                                        to be sent to Shareholders 
 Offer                                 means a takeover offer (as that term is 
                                        defined in section 974 of the Companies 
                                        Act) 
 Offer Document                        should the Scheme be implemented by means 
                                        of an Offer, means the document to be 
                                        sent to Fluormin Shareholders which will 
                                        contain, inter alia, the terms and conditions 
                                        of the Offer 
 Offer Period                          means the period commencing on 15 March 
                                        2013, being date of issue of an announcement 
                                        that Fluormin had received an offer proposal 
                                        that might lead to an offer 
 Option                                means an option to subscribe for Fluormin 
                                        Shares (whether vested or unvested as 
                                        at the Effective Date) that has been granted 
                                        under the Employee Unapproved Share Option 
                                        Plan 2004 and the Employee Unapproved 
                                        Share Option Plan 2011 or otherwise 
 Optionholder                          means a holder of an Option 
 Overseas Shareholder                  means Scheme Shareholders who are resident 
                                        in, ordinarily resident in, or citizens 
                                        of, jurisdictions outside the United Kingdom 
 Panel                                 means the United Kingdom Panel on Takeovers 
                                        and Mergers 
 Pounds, pence and GBP                 means the lawful currency of the United 
                                        Kingdom 
 Reduction of Capital                  means the proposed reduction of the share 
                                        capital of Fluormin under section 648 
                                        of the Companies Act pursuant to the Scheme 
 Register                              means the statutory register of members 
                                        of Vanoil or Fluormin, as applicable 
 Registrar or Fluormin's               means Computershare Investor Services 
  Registrars or Computershare           Plc Limited, a company incorporated in 
  Investor Services PLC                 England and Wales with registered number 
                                        3498808 
 Registrar of Companies                means the Registrar of Companies in England 
                                        and Wales, within the meaning of the Companies 
                                        Act 
 Regulatory Information                means a "Regulatory Information Service" 
  Service                               as defined in the AIM Rules 
 Relevant Authority                    means a government, government department 
                                        or governmental, quasi-governmental, supranational, 
                                        statutory, regulatory, environmental, 
                                        administrative or investigative body or 
                                        authority (including, without limitation, 
                                        any national anti-trust or merger control 
                                        authority), court, trade agency, professional 
                                        body, association, institution or any 
                                        other body or person whatsoever in any 
                                        jurisdiction 
 Resolutions                           means the resolutions which will be set 
                                        out in the Notice of Court Meeting and 
                                        Notice of General Meeting to be sent to 
                                        Shareholders 
 Restricted Jurisdiction               means any jurisdiction where the issue 
                                        of New Vanoil Shares and/or New Vanoil 
                                        Warrants would constitute a violation 
                                        of the relevant laws and/or regulations 
                                        of such jurisdiction or would result in 
                                        a requirement to comply with any governmental 
                                        or other consent or any registration, 
                                        filing or other formality which Vanoil 
                                        or the Company regards as unduly onerous 
 Restricted Overseas Shareholder       means Overseas Shareholders who are resident 
                                        in, ordinarily resident in, or citizens 
                                        of a Restricted Jurisdiction save where 
                                        it is satisfied or it has been demonstrated 
                                        to the Company's reasonable satisfaction 
                                        that the issue of New Vanoil Shares and/or 
                                        New Vanoil Warrants would not constitute 
                                        a violation of the relevant laws and/or 
                                        regulations of such jurisdiction and would 
                                        not result in a requirement to comply 
                                        with any governmental or other consent 
                                        or any registration, filing or other formality 
                                        which Vanoil or the Company regards as 
                                        unduly onerous 
 Scheme                                means the proposed cancellation of the 
                                        Scheme Shares in consideration for the 
                                        issue of either New Vanoil Shares or the 
                                        payment of cash to be implemented by the 
                                        proposed scheme of arrangement under Part 
                                        26 of the Companies Act between Fluormin 
                                        and the Scheme Shareholders to be set 
                                        out in the Scheme Document with or subject 
                                        to any modification, addition or condition 
                                        thereto approved or imposed by the Court 
                                        and agreed to by Fluormin and Vanoil 
 Scheme Court Hearing                  means the hearing by the Court to sanction 
                                        the Scheme 
 Scheme Court Order                    means the order of the Court sanctioning 
                                        the Scheme under Part 26 of the Companies 
                                        Act 
 Scheme Document                       Means the document to be sent to Shareholders, 
                                        containing the full details of the Scheme, 
                                        the Notice of General Meeting and the 
                                        Notice of Court Meeting 
 Scheme Record Time                    means 6.00 p.m. on the Business Day immediately 
                                        preceding the date on which the Court 
                                        Order is made 
 Scheme Shareholders                   means the holders of Scheme Shares 
 Scheme Shares                         means the Fluormin Shares: 
                                        (i) in issue at the date of this document; 
 
                                        (ii) issued after the date of this document 
                                        and before the Scheme Voting Record Time; 
                                        and 
 
                                        (iii) issued at or after the Scheme Voting 
                                        Record Time but on or before the Scheme 
                                        Record Time, either on terms that the 
                                        original or any subsequent holders of 
                                        such shares are to be bound by the Scheme 
                                        or in respect of which their holders are, 
                                        or have agreed in writing to be, bound 
                                        by the Scheme 
 
                                        in each case excluding any Fluormin Shares 
                                        held by any member of the Vanoil Group 
 Scheme Voting Record Time             means 6.00 p.m. on the day which is two 
                                        days before the date of the Court Meeting 
                                        or, if the Court Meeting is adjourned, 
                                        6.00 p.m. on the day which is 48 hours 
                                        before the date set for the adjourned 
                                        Court Meeting 
 SEC                                   means the US Securities and Exchange Commission 
 SEDOL                                 means the London Stock Exchange Daily 
                                        Official List 
 Seychelles Asset                      means the 25 per cent. participating interest 
                                        in oil and gas 
                                        exploration Areas A and B in the Republic 
                                        of the Seychelles 
 Shareholder Meetings                  means the Court Meeting and the General 
                                        Meeting, and "Shareholder Meeting" means 
                                        either one of them 
 Share Plans                           means the share plans operated by the 
                                        Fluormin Group being the Employee Unapproved 
                                        Share Option Plan 2004 and the Employee 
                                        Unapproved Share Option Plan 2011 
 Statement of Capital                  means the statement of capital (approved 
                                        by the Court) showing with respect to 
                                        Fluormin's share capital, as altered by 
                                        the Court Order, the information required 
                                        by section 649 of the Companies Act 
 subsidiary, subsidiary                have the meanings ascribed to them under 
  undertaking and undertaking           the Companies Act 
 Superior Transaction                  means a bona fide Third Party Transaction 
                                        which the Independent Directors consider, 
                                        acting reasonably and in good faith and 
                                        after consultation with Fluormin's legal 
                                        and financial advisers (or, if the Independent 
                                        Directors appoint legal and financial 
                                        advisers, their legal and financial advisers), 
                                        is likely (on the balance of probabilities) 
                                        to be capable of being completed in accordance 
                                        with its terms taking into account all 
                                        financial, regulatory and other aspects 
                                        of such proposal (including the ability 
                                        of the proposing party to complete the 
                                        transactions contemplated by such proposal) 
                                        and which, if completed be superior to 
                                        the Acquisition from a financial point 
                                        of view for the Scheme Shareholders, and 
                                        which the Independent Directors are minded 
                                        to recommend 
 Third Party Transaction               means any offer, possible offer, tender 
                                        offer, merger, acquisition, scheme of 
                                        arrangement, dual listed company structure 
                                        or proposal or indication of interest 
                                        from, or on behalf of, any person other 
                                        than the Vanoil or member of the Vanoil 
                                        Group, whether or not subject to any pre-conditions 
                                        and howsoever to be implemented, with 
                                        a view to such person together with those 
                                        parties (if any) which it is acting in 
                                        concert with, directly or indirectly, 
                                        acquiring (in one transaction or a series 
                                        of transactions) (i) more than 50 per 
                                        cent. of the issued or enlarged share 
                                        capital of Fluormin or (as the case may 
                                        be) (ii) a material part of the Fluormin 
                                        Group's business or assets 
 Transaction                           means the signing of the Implementation 
                                        Agreement by the Company 
 TSX-V                                 means the TSX Venture Exchange 
 uncertificated or in uncertificated   means recorded on the relevant register 
  form                                  as being held in uncertificated form in 
                                        CREST and title to which may be transferred 
                                        by means of CREST 
 United Kingdom or UK                  means the United Kingdom of Great Britain 
                                        and Northern Ireland 
 United States or US or                means the United States of America, its 
  United States of America              territories and possessions, any state 
                                        of the United States of America and the 
                                        District of Columbia 
 US Securities Act                     means the United States Securities Act 
                                        of 1933 (as amended) 
 US$                                   means US Dollars, being the lawful currency 
                                        of the United States of America 
 Vanoil                                means Vanoil Energy Ltd, a company incorporated 
                                        under the laws of the Province of British 
                                        Columbia, Canada with registered number 
                                        BC0860461 
 Vanoil Board                          means the board of Vanoil Directors 
 Vanoil CDIs                           means CDIs issued by CREST Depository 
                                        Limited in respect of 
                                        Vanoil Shares 
 Vanoil Closing Price                  means C$0.45, being the Closing Price 
                                        of Vanoil Shares on 14 March 2013, the 
                                        last practicable Business Day prior to 
                                        commencement of the Offer Period 
 Vanoil Directors                      means the directors of Vanoil 
 Vanoil Energy Holdings                means Vanoil Energy Holdings Limited, 
                                        a company incorporated in the British 
                                        Virgin Islands, with company number 1745048, 
                                        whose registered office is at Sea Meadow 
                                        House, Blackburne Highway, PO Box 116, 
                                        Road Town Tortola, British Virgin Islands 
 Vanoil Group                          means Vanoil and its subsidiary undertakings 
                                        from time to time and "member of the Vanoil 
                                        Group" shall be construed accordingly 
 Vanoil Shares                         means common shares of no par value in 
                                        the capital of Vanoil in issue from time 
                                        to time 
 Vanoil Shareholders                   means holders of Vanoil Shares 
 VAT                                   means any value added tax imposed under 
                                        Directive 2006/112/EC, the Value Added 
                                        Tax Act 1994 and/or any primary or secondary 
                                        legislation supplemental to either of 
                                        them 
 Westhouse                             means Westhouse Securities Limited, a 
                                        company incorporated in England and Wales 
                                        with registered number 00762818 
 White Form of Proxy                   means the white form of proxy or form 
                                        of direction for use by Shareholders in 
                                        relation to the General Meeting 
 working day                           means a working day as defined in section 
                                        1173 of the Companies Act 
 GBP or Sterling                       means Pounds Sterling, being the lawful 
                                        currency of the UK

Unless otherwise stated, all times referred to in this announcement are references to London time. References to the singular include the plural and vice versa.

All references to legislation in this announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACQBRGDXUUDBGXL

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