This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, broker, lawyer or other professional advisor. If you are a resident of the United Kingdom and you have any doubt about this document or what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorized under the United Kingdom Financial Services and Markets Act 2000, as amended. Questions can also be directed to the Depositary whose contact details are provided on the back cover of this document. The transactions described in this document have not been approved by any securities regulatory authority nor has any securities regulatory authority expressed an opinion about the fairness or merits of such transactions or the adequacy of the information contained in this document. Any representation to the contrary is an offence. For further details and other important information respecting the Offer (as defined below) and the Compulsory Acquisition (as defined below), readers are urged to consult the Offer and Circular (as defined below), which is available on SEDAR at www.sedar.com. NOTICE OF COMPULSORY ACQUISITION June 2, 2017 TO: THE HOLDERS OF COMMON SHARES OF ITHACA ENERGY INC. DKL Investments Limited (the Offeror ), a private company incorporated under the laws of Jersey with registered company number 116681 and wholly-owned by Delek Group Ltd., made an offer (the Offer ) pursuant to an offer to purchase and accompanying take-over bid circular dated March 14, 2017, as amended by a notice of extension dated April 20, 2017 (collectively, the Offer and Circular ), to purchase, upon the terms and subject to the conditions described therein, all of the issued and outstanding common shares (the Common Shares ) of Ithaca Energy Inc. ( Ithaca ) (other than Common Shares owned by the Offeror or any of its affiliates) at a price of C$1.95 in cash per Common Share (the Offer Consideration ). The Offer expired at 5:00 p.m. (Toronto time) on May 3, 2017. Shareholders of Ithaca (the Shareholders ) holding more than 90% of the outstanding Common Shares subject to the Offer accepted the Offer. The Offeror has taken up and paid for all Common Shares validly deposited under the Offer. As a result, the Offeror now owns 400,852,265 Common Shares, representing approximately 94% of the outstanding Common Shares. The Offeror hereby gives you notice of the exercise of its right (the Compulsory Acquisition ) under Part 16 of the Business Corporations Act (Alberta) (the ABCA ) to acquire all Common Shares not acquired by it under the Offer (the Remaining Shares ). Capitalized terms used in this Notice of Compulsory Acquisition and not otherwise defined, have the meanings given to such terms in the Offer and Circular. Pursuant to subsection 196(1)(c) of the ABCA, each registered holder of Remaining Shares (a Remaining Shareholder or you ) is required to elect to: (a) (b) transfer his, her or its Remaining Shares to the Offeror for the Offer Consideration and otherwise on the same terms on which the Offeror acquired the Common Shares from the Shareholders who accepted the Offer; or demand payment of the fair value of his, her or its Remaining Shares in accordance with subsection 196(1)(c)(ii) of the ABCA by notifying the Offeror of such election within 20 days after the Remaining Shareholder receives or is deemed to receive this Notice of Compulsory Acquisition pursuant to subsection 255(3) of the ABCA, namely on or before 5:00 p.m. (Toronto time) on June 28, 2017 (the Final Election Date ).
Enclosed with this Notice of Compulsory Acquisition is a letter of transmittal and election form (printed on yellow paper) (the Letter of Transmittal ), which, if properly completed and returned to Computershare Trust Company of Canada (the Depositary ) at the address set forth below so as to be received on or before 5:00 p.m. (Toronto time) on the Final Election Date, will constitute notice to the Offeror of your election. If you do not notify the Offeror of your election as indicated above on or before 5:00 p.m. (Toronto time) on the Final Election Date, or if an election is improperly made, you will be deemed to have elected to transfer your Remaining Shares to the Offeror for the Offer Consideration. If a Remaining Shareholder (other than non-registered Remaining Shareholders and Remaining Shareholders who hold Depository Interests (as defined below)) wishes to receive cash payable in U.S. Dollars or Pounds Sterling, the Letter of Transmittal must be properly completed and returned and Box 1 captioned, Election of Consideration and Demand for Payment in the Letter of Transmittal must be properly completed, otherwise the consideration will be paid in Canadian dollars. The ABCA requires that you, in all events and regardless of which alternative of (a) and (b) above you elect, send your Letter of Transmittal and all certificates representing your Remaining Shares to the Depositary, as agent for the Offeror, at the address set forth below on or before 5:00 p.m. (Toronto time) on the Final Election Date. Successfully receiving fair value for Remaining Shares pursuant to an election to demand payment of fair value under alternative (b) as set out on the cover page may require an application to the Court of Queen s Bench of Alberta (the Court ). In respect of Remaining Shareholders who validly elect to demand fair value of their Remaining Shares pursuant to alternative (b) as set out on the cover page, the Offeror may, within 20 days after it has made the Deposit (as defined below), apply to the Court to fix the fair value of the Remaining Shares of such Remaining Shareholders. If the Offeror fails to so apply to the Court, a Remaining Shareholder may apply to the Court for the same purpose within a further period of 20 days after the 20 day period referred to in the immediately preceding sentence. If a Remaining Shareholder fails to so apply within such period, such Remaining Shareholder will be deemed to have elected to transfer his, her, or its Remaining Shares to the Offeror for the Offer Consideration. If you intend to elect alternative (b) as set out on the cover page, you should consult your legal advisor as to the procedure to be followed in demanding payment of the fair value of your Remaining Shares. Failure to comply strictly with such procedures may result in your being deemed to have elected to receive the Offer Consideration as set out on the cover page. Any election under a Letter of Transmittal may only be made by a registered holder of Remaining Shares. Holders of Remaining Shares that hold their Common Shares through a broker, investment dealer or other Intermediary (as defined below) or hold their interest in a Depository Interest in CREST should refer to the disclosure below under Information for holders of Remaining Shares that hold their shares through an Intermediary or as Depository Interests. Information for holders of Remaining Shares that hold their shares through an Intermediary or as Depository Interests Elections under the Letter of Transmittal may only be made by a registered holder of Remaining Shares. A holder of Remaining Shares: (a) whose Remaining Shares are registered in the name of an intermediary, such as a broker, investment dealer, bank, trust company or other intermediary (an Intermediary ) or in the name of a depositary, such as CDS Clearing and Depositary Services Inc., in which the Intermediary is a participant; or (b) that hold their interest as a depository interest held in CREST representing an entitlement to a Common Share ( Depository Interests ), should contact such Intermediary or the depository for Depository Interests (being Computershare Investor Services PLC), as applicable, well in advance of the Final Election Deadline if they wish to make an election or have questions regarding this process and carefully follow the instructions from such Intermediary or depositary. In order to validly elect to receive a payment of fair value under alternative (b) as set out on the cover page, such holders of Remaining Shares must obtain a physical share certificate representing the right to elect to demand payment of fair 2
value under alternative (b) as set out on the cover page and then duly complete and submit a Letter of Transmittal to the Depositary prior to the Final Election Deadline. If you hold Depository Interests and wish to receive cash payment in Canadian dollars for your Remaining Shares represented by Depository Interests, you will need to exchange your Depository Interests for physical share certificates representing the right to elect to receive cash payment in Canadian dollars for your Remaining Shares sufficiently in advance of the Final Election Date to permit such physical share certificates to be validly deposited. Such holders should contact the depository for Depository Interests in this regard. Holders of Depository Interests that exchange their Depository Interests for physical share certificates who wish to make a valid election relating to the Remaining Shares represented by such share certificates must do so in accordance with the instructions in the Letter of Transmittal. If you hold Depository Interests, and do not exchange your Depository Interests for physical share certificates, in order to elect payment in U.S. Dollars or Pounds Sterling you must arrange for the appropriate TTE Instruction to be sent to the depository for Depository Interests by no later than 3:00 p.m. (London time) on June 27, 2017. Holders of Depository Interests should send (or, if such holder is a CREST sponsored member, procure that their CREST sponsor sends) to the depository for Depository Interests a TTE Instruction in relation to such Depository Interests. A TTE Instruction to Euroclear UK & Ireland Limited ( Euroclear ) must be properly authenticated in accordance with Euroclear s specifications for transfers to escrow and must contain the following details: (a) (b) (c) (d) (e) (f) the ISIN number for the Depository Interests which is CA4656761042; the number of Remaining Shares represented by Depository Interests held by the holder; the holder s member account ID; the holder s participant ID; the participant ID of the depository for Depository Interests which is 8RA18; the member account ID of the depository for Depository Interests which is: (A) (B) ITHGBP01 if the holder wishes to receive cash payment for Remaining Shares represented by Depository Interests in Pounds Sterling; and ITHUSD02 if the holder wishes to receive cash payment for Remaining Shares represented by Depository Interests in U.S. Dollars; (g) (h) (i) (j) the intended settlement date which should be as soon as possible and, in any event, not later than 3:00 p.m. (London time) on June 27, 2017; the corporate action number of the Compulsory Acquisition which is allocated by Euroclear and will be available on screen from Euroclear; input with a standard delivery instruction priority of 80; and a contact name and telephone number in the shared note field. If no election is made pursuant to paragraph (f) above, a holder of Depository Interests will receive payment in Pounds Sterling. 3
Other Information The exchange rate that will be used to convert payments from Canadian dollars into U.S. Dollars or Pounds Sterling, as the case may be, will be the rate established by Computershare Trust Company of Canada, in its capacity as foreign exchange service provider, on the date the funds are converted, which rate will be based on the prevailing market rate on the date the funds are converted. The risk of any fluctuations in such rates, including risks relating to the particular date and time at which funds are converted, will be solely borne by the Remaining Shareholder. Computershare Trust Company of Canada, in its capacity as foreign exchange service provider, will act as principal in such currency conversion transactions and may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency For a summary of certain Canadian federal income tax consequences of a disposition of Remaining Shares pursuant to the Compulsory Acquisition, Remaining Shareholders should make reference to Section 22 of the Circular, Certain Canadian Federal Income Tax Considerations. Remaining Shareholders are urged to consult their own tax advisors for more information regarding the potential Canadian tax consequences to them of a Compulsory Acquisition in light of such Remaining Shareholder s individual circumstances. For a summary of certain United Kingdom tax consequences of a disposition of Remaining Shares pursuant to the Compulsory Acquisition, Remaining Shareholders should make reference to Section 23 of the Circular, Certain United Kingdom Tax Considerations. Remaining Shareholders are urged to consult their own tax advisors for more information regarding the potential United Kingdom tax consequences to them of a Compulsory Acquisition in light of such Remaining Shareholder s individual circumstances. The method used to deliver the Letter of Transmittal, any accompanying certificate(s) representing Remaining Shares, if applicable, and all other required documents is at the option and risk of the Remaining Shareholder depositing these documents. It is recommended that delivery be made by hand to the Depositary and that a receipt be obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained. It is also recommended that any mailing be made sufficiently in advance to permit delivery to the Depositary so as to be received on or before 5:00 p.m. (Toronto time) on the Final Election Date. Delivery will only be effective upon actual receipt by the Depositary. If the certificate(s) representing your Remaining Shares have been lost or destroyed, you may contact the Depositary at the address on the back cover of this document for information on how to obtain replacement certificates. If a certificate has been lost, destroyed, mutilated or misplaced, please ensure that you provide your telephone number so that the Depositary may contact you. The Offeror will deposit with Ithaca, by not later than June 22, 2017, and in trust for you in accordance with subsection 197(2) of the ABCA, that consideration which is required to acquire your Remaining Shares on the same terms as those on which the Offeror acquired the Common Shares of the Shareholders who accepted the Offer (the Deposit ). The foregoing is only a brief description of certain aspects of the right of Compulsory Acquisition and is qualified in its entirety by the provisions of Part 16 of the ABCA and the disclosure provided in the Offer and Circular. The description is not intended to be comprehensive. Part 16 of the ABCA is complex and requires strict adherence to notice and timing provisions, failing which your rights may be lost or altered. Remaining Shareholders who wish to be better informed about those provisions of the ABCA should consult with their legal advisors. 4
Yours truly, DKL INVESTMENTS LIMITED (signed) Ana Kekovska Director
The Depositary is: COMPUTERSHARE TRUST COMPANY OF CANADA By Mail: Computershare Trust Company of Canada P.O. Box 7021, 31 Adelaide St E Toronto, Ontario M5C 3H2 Attention: Corporate Actions By Hand, by Courier or by Registered Mail: Computershare Trust Company of Canada 8 th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Attention: Corporate Actions Toll Free (North America): 1-800-564-6253 Outside North America: 1-514-982-7555 E-Mail: corporateactions@computershare.com