Cooper Urges Incremental to Accept Takeover Bid

Cooper Energy maintains its view that although the revised Independent Expert's report released yesterday by Incremental Petroleum cut the valuation of Incremental shares by almost 30%, the revised KPMG valuation remains completely unrealistic and unachievable. Incremental Directors are still relying on this discredited
valuation to reject Cooper's Takeover Offer.

In addition, the revised report fails to adequately address the merits of Cooper's Offer, which allows Incremental shareholders to retain exposure to Incremental’s assets.

This is particularly important when compared to the alternative proposal from TransAtlantic Petroleum Corp, which is inferior in value and highly conditional.

"It is practically impossible for TransAtlantic's proposal, which Incremental Directors have themselves described as inadequate, to proceed in its current form, especially since it has a 75% minimum acceptance condition," said Cooper Managing Director Michael Scott.

Cooper is already Incremental's largest shareholder. It has received additional acceptances today and expects its final stake in Incremental to be substantially above its current level of 24%.

"Incremental shareholders find themselves between a rock and a hard place with just hours to go before our Offer closes. Their Directors have provided them with no meaningful guidance on the highly conditional alternative proposal from TransAtlantic, under which they would not receive payment until February 2009 compared to this month with Cooper's Offer," said Scott.

"Based on the closing price of Cooper shares on November 5, the implied value of Cooper's cash and share alternative is $1.09, which is superior to the TransAtlantic proposal.

"In addition, the revised report acknowledges that Cooper's offer provides Incremental shareholders with the opportunity to realize greater value through a re-rating of Cooper shares.

"This contrasts with TransAtlantic’s cash offer, which provides no upside in value and no continued exposure to Incremental’s assets."

Cooper has been advised by the Australian Securities and Investments Commission (ASIC) that it no longer intends to make an application to the Takeovers Panel to extend Cooper's Takeover Offer.

"Incremental shareholders should immediately accept Cooper's Offer and become part of a larger and stronger Australian-based oil and gas exploration and production company,"  Scott emphasized.

Cooper's offer will close at 7pm (AEDT) tomorrow, Friday, November 7, 2008.


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