APPROVAL OF MERGER PLAN (land rigs)

APPROVAL OF MERGER PLAN (land rigs)

The Boards of Directors of IO&R AS and Petrolia Rigs II AS have approved
the merger plan for the transaction completing the acquisition of two
land rigs with associated equipment and an equipment package from
Independent Oil & Resources ASA. The Board of Directors of Petrolia ASA
has acceded to the merger plan and will propose an issue of
consideration shares to the shareholder of IO&R AS, Independent Oil &
Resources ASA.

Reference is made to the stock exchange notice issued by Petrolia ASA
("Petrolia") on 22 September 2011 regarding the entering into of a
letter of intent to acquire two land

rigs with associated equipment and an equipment package from Independent
Oil & Resources ASA ("Independent Oil & Resources"). For the settlement
to be provided directly to Independent Oil & Resources in the form of
shares in Petrolia, the transaction is to be completed as a triangular
merger (the "Merger") of the two wholly owned subsidiaries of Petrolia
and Independent Oil & Resources, IO&R AS ("IO&R") and Petrolia Rigs II
AS ("Petrolia Rigs II") in accordance with the Public Limited Liability
Companies Act section 13-2 (2).

1           THE MERGER

The Boards of Directors of IO&R and Petrolia Rigs II have approved the
merger plan (the "Merger Plan") for the transaction.

The Board of Directors of Petrolia has acceded to the Merger Plan, and
thereby committed to propose to the general meeting of Petrolia to
increase the share capital with NOK 5,400,000 through the issuance of a
total of 135,000,000 shares, each with a nominal value of NOK 0.04 in
order to issue the consideration shares. NOK 0.55 is to be paid per
share, in total NOK 74,250,000, of which NOK 68,850,000 shall be
transferred to the share premium account. Petrolia Rigs II will issue a
receivable to Petrolia as settlement for the shares. The nominal value
of the receivable shall be equal to the net fair value that is being
transferred to Petrolia Rigs II through the Merger, NOK 74,250,000.

No member of the board of directors or executive management will receive
any special benefits in connection with the Merger.

Given the fact that the transaction involves a related party, Petrolia
has found it appropriate not to use the authorization to increase the
share capital granted to the Board of Directors, but present the
transaction to the General Meeting for explicit approval.

2           CONSIDERATION AND VALUATION

As merger consideration, Independent Oil & Resources will receive a
total of 135,000,000 shares in Petrolia, each with a nominal value of
NOK 0.04. For each share in IO&R, Independent Oil & Resources will
receive 675,000 shares in Petrolia.

The exchange ratio between the IO&R shares and Petrolia shares is
determined by the valuation of the respective companies.

IO&R is valued on the basis of the value of its shares in the subsidiary
IO&R Limited (Dubai) ("IO&R Limited"), which in turn is valued on the
basis of the assets of this company. The valuation is also based on an
independent valuation of IO&R Ltd's assets made 13 October 2011 in
connection with the assets being used as a contribution in kind in a
share capital increase in IO&R.

Petrolia is valued on the basis of the market price of the company's
share in trading on the Oslo Stock Exchange, as well as negotiations
between the parties.

Following the transaction, Independent Oil & Resources will hold 61.44%
of the shares in Petrolia compared to 33.32% prior to the transaction.
The transaction will not trigger a mandatory offer obligation on
Independent Oil & Resources since the new shares are acquired through a
merger, cf section § 6-2 (1) no 3 of the Norwegian Securities Trading
Act.

- The acquisition of the two land rigs and the equipment package fits
well into the restructuring strategy of Petrolia. Our priorities are to
improve the balance sheet, strengthen and leverage Petrolia Services AS
and generate a strong positive cash flow to fund new value creating
initiatives. With the delivery of the land rigs in an attractive region,
in addition to bringing synergies to Petrolia Services AS and an
expected positive cash flow contribution, we are taking an additional
step in building the new Petrolia,

says managing director Kjetil Forland in Petrolia ASA.

The completion of the transaction is subject to customary conditions,
including, but not limited to governmental approvals, approvals from the
general meetings of IO&R and Petrolia Rigs II and the approval from the
general meeting of Petrolia.

External fairness opinions will be obtained and a prospectus/equivalent
document will be filed with the Financial Supervisory Authority of
Norway (FSA), for inspection and review in accordance with the Norwegian
Securities Trading Act.

If the Merger is approved of the general meetings of IO&R and Petrolia
Rigs II, a two months creditor notification period will commence on the
date of registration of the resolution in the Register of Business
Enterprises. Consequently, and provided that all conditions of
implementation has been fulfilled, the Merger is expected to be
completed during the first quarter of 2012.

Contact persons:

Managing director, Kjetil Forland, kjetil.forland@petrolia.no

Finance manager, Sølve Nilsen, solve.nilsen@petrolia.no

This information is subject of the disclosure requirements in Norwegian
Securities Trading Act § 5-12.

About Petrolia

Petrolia has three business segments: E&P, Drilling & Well Technology
and Oilfield Services and is listed on Oslo Stock Exchange under the
ticker code PDR. The core activity includes Petrolia Norway AS, an
independent oil & gas company aiming at being prequalified as a licensee
on the Norwegian Continental Shelf within 2011. The company currently
holds 10 per cent of Ulvetanna. In addition, Petrolia owns Petrolia
Services AS, a leading rental equipment company for the global oil
industry. The company employs a staff of around 250 highly competent
employees worldwide. 

The Board of Directors of Petrolia consists of Berge Gerdt Larsen
(Chairman), Erik Johan Frydenbø (Director), Unni Fossberg Tefre
(Director) and Sjur Storaas (Director).

The management consists of Kjetil Forland (Managing Director) and Sølve
Nilsen (Finance Manager).

The proposed Merger will not lead to any changes in the composition of
the Board of Directors nor the management of Petrolia.

(USD 1000) YTD Q3 2011 Unaudited YTD Q3 2010
Unaudited 2010 Audited 2009 Audited 2008 Audited
Revenue 63 358 56 005
75 541 70 746 81 831
Operation profit before depreciation 24 667 20 757
-34 034 24 623 28 292
Result for the period 7 430 2 065
-87 336 107 841 -506 370

(USD 1000) Q3 2011 Unaudited 2010 Audited 2009 Audited 2008
Audited
Total assets 213 359 261 679 367 150 1 027
102
Total equity 90 094 95 248 179 040 58 654
Total liabilities 123 265 166 431 188 111 968
448

About IO&R and Petrolia Rigs II

IO&R was established on 22 July 2011. IO&R owns the shares in IO&R
Limited, a receivable against IO&R Limited with an estimated value of
NOK 62,734,773 and miscellaneous drilling equipment with an estimated
value of NOK 11,479,625. Through IO&R Limited IO&R also owns a drilling
rig and a mobile workover rig. There are no employees in the IO&R.

Petrolia Rigs II was established on 21 July 2011. Apart from the share
capital, there are no assets or employees, and currently no ongoing
business in Petrolia Rigs II.

IO&R and Petrolia Rigs II were both established in 2011 for the purpose
of the Merger. Hence there are no historical financial records
available.

Bergen/Oslo 29 November 2011