Vanoil Energy Ltd. (TSXV:VEL) made an offer to acquire Fluormin PLC (AIM:FLOR) from Firebird Global Master Fund II Ltd and Firebird Global Master Fund Ltd, funds managed by Firebird Management LLC, Lawrence Enterprise Fund managed by Canadian Air Traffic Control Association, Endowment Arm, Macquarie Bank Limited, Investment Arm, Mark Bolton and other shareholders for CAD 20.3 million on March 15, 2013. In consideration, Vanoil will issue an aggregate of 45 million Vanoil shares, 31.97 million CAD 1.00 warrants, entitling the holder to subscribe for one Vanoil share at any time during the two year period immediately following the acquisition and 6.5 million CAD 0.75 warrants, entitling the holder to subscribe for one Vanoil share at any time prior to March 13, 2014. As a result, Fluormin shareholders will be entitled to receive 0.806 new Vanoil Shares and be issued with 0.572 CAD 1.00 warrants and 0.116 CAD 0.75 warrants. Fluormin optionholders will each be entitled to receive, in respect of the cancellation of their Fluormin options, 0.5 CAD 1.00 warrants (each whole warrant exercisable at any time during the two year period immediately following the acquisition) in respect of each Fluormin share over which they have a Fluormin option.

The acquisition, if recommended by the Independent Fluormin Directors, is intended to be made by way of a court-sanctioned scheme of arrangement pursuant to part 26 of the companies act 2006. The deal is subject to TSX-V approval, Fluormin making a loan of $5 million (CAD 5.1 million) to Vanoil for general corporate purposes, approval of Fluormin's shareholders not less than 75%, the sanction of the scheme and the confirmation of the capital reduction by the court, the approval by a majority of the minority approval by the holders of shares in the capital of Vanoil, third parties approval and Vanoil having concluded the acquisition of Avana Petroleum Limited. The acquisition is not be subject to the city code on takeovers and mergers.

In addition, the scheme would also require the passing at the General Meeting of certain resolutions in respect of the cancellation of existing scheme shares and the approval of the issue of new ordinary shares in Fluormin to Vanoil and the amendment of Fluormin's articles of association to ensure that the Fluormin shares issued following the scheme becoming effective be automatically transferred to Vanoil.

Vanoil and Fluormin would have the right to terminate the proposed acquisition if any condition becomes incapable of satisfaction or is invoked so as to cause the acquisition not to proceed, if any clearance is not capable of being obtained, if a superior transaction is entered at any time before the scheme lapses or is withdrawn and if the recommendation of the Independent Fluormin Directors for scheme shareholders to vote in favour of the scheme is subsequently either (i) withdrawn or (ii) qualified or modified adversely. In the event, scheme becoming effective, Vanoil intends to procure that Fluormin cancels admission to trading in Fluormin shares on AIM and Fluormin is likely to be re-registered as a private company.

As of March 26, 2013, the independent Directors, being Mark Bolton, Albert C Gourley, Jeffrey Kofsky, Sean Murray, Muriel Dube and Brian Kiernan, consider, having consulted with 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 7.9 million Fluormin Shares, representing approximately 14.17% of the issued share capital of Fluormin.

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. As of May 14, 2013, the transaction was approved by the shareholders of Vanoil.

Martin Davison, Paul Gillam and Jonathan Haines of Westhouse Holdings plc acted as a financial advisor to Fluormin PLC. Geoff Gouriet, David Ponsford, Mark O'Donnell, Meera Unadkat, Amy Pilmer, Anne Schaffner, Becky Pace and Claudine Raffrey of Lawrence Graham LLP acted as legal advisor to Vanoil Energy Ltd. David Smith, Nigel Gordon, Al Gourley, Rakesh Jhally, Vanessa McMinn, Vhari Storwick and Helen Sutcliffe and K C Miu from Fasken Martineau acted as the legal advisors to Fluormin PLC. The conversion is made through www.oanda.com as of March 15, 2013.

Vanoil Energy Ltd. (TSXV:VEL) completed the acquisition of Fluormin PLC (AIM:FLOR) from Firebird Global Master Fund II Ltd and Firebird Global Master Fund Ltd, funds managed by Firebird Management LLC, Lawrence Enterprise Fund managed by Canadian Air Traffic Control Association, Endowment Arm, Macquarie Bank Limited, Investment Arm, Mark Bolton and other shareholders on May 22, 2013.