This statement is made by the independent (non-EPSI AS related) members of the Board of Directors (the "Board") of Rocksource ASA ("Rocksource" or the "Company") pursuant to sections 6-16 of the Norwegian Securities Trading Act of 2007 in connection with the mandatory offer by EPSI AS ("EPSI") to acquire all outstanding shares in the Company, launched on 10 December 2014 (the "Offer").

The details of the Offer are described in the offer document prepared by EPSI, dated 9 December 2014 (the "Offer Document").

EPSI is represented on the Board by the Board member Frode Berg. Frode Berg was elected as Board member at the extraordinary general meeting in the Company held on 3 December 2014. Frode Berg has not participated in the assessment of the Offer or discussions in the Board or in the handling of this statement.

The Board has reviewed the Offer Document and evaluated factors that the Board considers as material for the assessment of whether the Offer should be accepted by the shareholders of the Company.

1. Fairness Opinion from SEB Corporate Finance
As part of the review by the Board, SEB Corporate Finance ("SEB") has been engaged to prepare an independent fairness opinion in respect of the Offer. SEB has assessed the Offer based on various generally accepted valuation methods and the conclusion reflects SEB's best assessment of fair financial value of Rocksource at the time of the statement.

SEB's conclusion is as follows;

"SEB believes that the Offer Price, despite that it does not give full credit to the Company's upside potential from current asset portfolio, is fair from a financial point of view under the current market conditions and for the shareholders of Rocksource that have a short term perspective on their investment.
For shareholders with a longer term perspective, SEB believes that there is a substantial valuation upside potential from further development of the asset portfolio, and especially from PL 586 and related licences, as well as a potential sale of the Gulf of Mexico assets. However, we note that this upside potential is also associated with considerable risks and uncertainties, especially related to oil price fluctuations, future exploration success and the achieved value in potential asset transactions."

The fairness opinion dated 8 January 2015 (the "Fairness Opinion") is enclosed.

2. Consequences of the Offer for the Company and its employees
EPSI states in the Offer Document that EPSI does not expect the completion of the Offer to have any material consequences for the organization or business of Rocksource, nor any legal, economic, commercial or work-related consequences for the employees of the Company.

The Board has not received any information to indicate that EPSI's statement in any way is incomplete or incorrect.

The Board has not received any indications on whether the employees of Rocksource support the Offer or not and have therefore not taken this aspect into consideration.

The Offer Document indicates that EPSI may consider, depending on the result of the
Offer, to delist the shares from Oslo Stock Exchange, which could have an adverse impact on minority shareholders.

3. Assessment and recommendation
After careful consideration, the Board has agreed to make the following recommendation to the shareholders in Rocksource:

The Offer Price does not in the opinion of the Board give full credit to the Company's upside potential from current asset portfolio.

However, taking into account the current market conditions and the Company's challenging financial situation the Offer is considered to be fair for the shareholders of Rocksource that have a short term perspective on their investment.

However in the longer term, the Board believes that there is a substantial valuation upside potential from further development of the asset portfolio, and especially from PL 586 and related licences, as well as a potential sale of the Gulf of Mexico assets. However, the Board notes that this upside potential is also associated with considerable risks and uncertainties, especially related to oil price fluctuations, future exploration success and the achieved value in potential asset transactions.

The Board emphasizes that the assessment of fair value is highly uncertain and sensitive to a number of factors. Further, EPSI is likely to have a significant influence over Rocksource, and there can be no assurance as to the future trading price of Rocksource's shares. The Board therefore strongly advises shareholders to carefully review their options in light of the factors set out herein and any other available information, and to make an independent evaluation whether or not to accept the Offer.

The statement is unanimous.

Bergen, 14 January 2015
Rocksource ASA

Ole Wiborg
Chairman

+47 952 99 111

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