REG-Bankers Petroleum Limited: Statement re Possible Offer <Origin Href="QuoteRef">BNK.TO</Origin>

Big Banc SplitAnnouncement

18/05/2016 13:55

ISS AND GLASS LEWIS RECOMMEND BANKERS SHAREHOLDERS VOTE FOR          
                     THE PROPOSED ACQUISITION BY GEO-JADE                      

  Bankers Shareholders are encouraged to participate in the Shareholder Vote   
   and reminded to vote prior to the deadline on May 27, 2016 at 3:00 PM MDT   
                                (Calgary time).                                

CALGARY, May 18, 2016 - Bankers Petroleum Ltd. ("Bankers") (TSX: BNK, AIM: BNK)
is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and
Glass, Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms,
have recommended that Bankers shareholders vote in favour of the proposed
corporate transaction (the "Arrangement") at the Special Meeting (as defined
below).

Along with the recommendation that Bankers' shareholders vote FOR the
Arrangement, Glass Lewis states that the proposed transaction will allow
Shareholders to, "immediately realize an assured value at a significant premium
to the recent unaffected share price." ISS further advised that, "a vote FOR is
warranted based on a review of the terms of the transaction, in particular, the
significant cash premium which provides certainty of value."

As previously announced on March 20, 2016, Bankers has entered into an
arrangement agreement (the "Arrangement Agreement") with affiliates of Geo-Jade
Petroleum Corporation in respect of the Arrangement, which provides for the
purchase of all the issued and outstanding common shares of Bankers "at a cash
price of C$2.20 per Bankers Share.

Special Meeting of Shareholders

Bankers will host its special meeting of shareholders (the "Special Meeting")
on May 31, 2016, seeking shareholder approval for the Arrangement. Bankers'
shareholders of record as of April 19, 2016, are encouraged to vote at the
Special Meeting.  The Management Information Circular prepared in connection
with the Arrangement provides important information about Bankers and the
Arrangement.  The Management Information Circular and related proxy materials
are available on SEDAR and Bankers' website (http://www.bankerspetroleum.com/).

The Special Meeting will be held at The Metropolitan Centre (Strand/Tivoli Rm),
333 4th Avenue SW, Calgary, Alberta on Tuesday, May 31, 2016 at 3:00 p.m.
(Calgary time).  Bankers will provide further information with respect to the
timing of closing of the Arrangement and the delisting of Bankers common shares
from the TSX and AIM as updates become available.

Benefits of the Arrangement include:

  * Cash price of C$2.20 per Bankers common share
  * Bankers debt will be handled separately by the purchasing Company and will
    not affect the stated purchase price of $2.20 per Bankers common share
  * The Arrangement is an opportunity for shareholders to crystalize value
    representing a premium of 98% over Bankers' closing share price on the TSX
    of C$1.11 on March 18, 2016, and 109% over the 30-trading day volume
    weighted average trading price of Bankers common shares of C$1.05 per share
    ending on March 18, 2016
  * The Arrangement has received the unanimous approval of the Board of
    Directors of Bankers, who have recommended that shareholders vote in favor
    of it, and carries the full support of Bankers' management team

Both parties continue to pursue the outstanding regulatory approvals pursuant
to the Investment Canada Act (Canada) and the Chinese State Administration of
Foreign Exchange (SAFE). If approved at the Special Meeting closing of the
Arrangement remains on track to occur in June 2016, following which, the
Bankers Shares will be delisted from the Toronto Stock Exchange ("TSX") and the
AIM market of the London Stock Exchange.

Shareholder Questions

Shareholders who have questions regarding the Arrangement or require assistance
with voting may contact the Proxy Solicitation Agent below:

Laurel Hill Advisory Group

Toll Free: 1-877-452-7184

International: +1 416-304-0211 outside Canada and the US

By Email: assistance@laurelhill.com

                  Your Vote is Important. Please Vote Today.                   

                                  -----------                                  

About Bankers Petroleum Ltd.

Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and
production company focused on developing large oil and gas reserves in Albania
and Eastern Europe.  In Albania, Bankers operates and has the full rights to
develop the Patos-Marinza heavy oilfield, has a 100% interest in the Kuçova
oilfield, and a 100% interest in Exploration Block "F".  In 2015 Bankers
acquired an 85% interest in the rights to explore the Püspökladány Block
concession within the Pannonian Basin located in north eastern Hungary.  The
Bankers Shares are traded on the TSX and the AIM Market in London, England
under the stock symbol BNK.

For further information, contact:

David French                        President and Chief Executive Officer      
                               (403) 513-6930

Doug Urch                           Executive VP, Finance and Chief Financial
Officer                     (403) 513-2691

Laura Bechtel                      Investor Relations and Corporate
Communications Specialist       (403) 513-3428

Email: investorrelations@bankerspetroleum.com

Website: http://www.bankerspetroleum.com/

AIM NOMAD:

Canaccord Genuity Limited
Henry Fitzgerald-O'Connor
+44 0 207 523 8000

AIM BROKER AND FINANCIAL ADVISOR:

FirstEnergy Capital LLP
Hugh Sanderson / David van Erp
+44 0 207 448 0200

Caution Regarding Forward-looking Information

Certain information set forth in this press release, including information and
statements which may contain words such as "could", "plans", "intends"
"should", "anticipate", "expects", "will", "propose", "opportunity", "future",
"continue", and similar expressions and statements relating to matters that are
not historical facts, contain forward-looking statements, including but not
limited to statements regarding: the proposed Arrangement and the anticipated
timing of closing, the timing of receipt of required regulatory approvals, the
timing of the Special Meeting, the treatment of Bankers debt and the delisting
of the Bankers Shares following completion of the Arrangement. By their nature,
forward-looking statements are subject to numerous risks and uncertainties,
some of which are beyond Bankers' control. Completion of the Arrangement is
subject to a number of conditions, including receipt of the approval's required
by the Investment Canada Act (Canada) and approvals required by the People's
Republic of China and the competition authority of Albania, and other
conditions which are typical for transactions of this nature. Failure to
satisfy any of these conditions, the emergence of a superior proposal or the
failure to obtain approval of Bankers' shareholders may result in the
termination of the Arrangement Agreement. The foregoing list is not exhaustive.
Additional information on these and other risks that could affect completion of
the Arrangement is set forth in the information circular in respect of the
Special Meeting, which is available on SEDAR at www.sedar.com. Readers are
cautioned that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on forward-looking
statements. The actual results, performance or achievement of Bankers could
differ materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if
any of them do so, what benefits that Bankers will derive therefrom. Bankers
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws.



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