NewMed Energy

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NEWMED ENERGY - LIMITED

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��:	��		��:	�� "� ��"�		�121 ( �� )		�� :	29/09/2022
	www.isa.gov.il			www.tase.co.il				��:	2022-01-122194	�� : 12:24 12:20:29

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�� , 29.9.2022 (��' ��: 2022-01-122176) �� Capricorn Energy PLC, �� , �� - Premium �� ("�� ", "��" �- "��", �� ), ��"� �� -�� , ��"� �� , �� , ��"� �� '�� , ��"� �� . �� , �� /�� . �� , �� (�� 10-16 ��) �� "�� " �� , ��"�-1968 ("�� "), �� , �� 7.28 �� 2021 �� 24.3.2022 (��' ��: 2022-01-033988), �� . ��, �� /�� -�� . �� , �� (�� 6-7 ��) �� , ��, �� , �� , ��, �� , �� . �� "�� ", �� . �� , �� , �� , �� . �� , ��, �� , �� , �� . �� , �� , �� , �� , �� -�� . �� , �� . �� , �� , ��, �� . �� , �� . �� , �� . �� : www.newmedenergy.com. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Information for US persons The Transaction relates to the acquisition of an Israeli limited partnership and is proposed to be effected by means of a scheme of arrangement under the laws of Israel. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in Israel to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. The Capricorn�s new shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the �US Securities Act�) or under the securities laws of any state or other jurisdiction of the United States. Accordingly, such shares may not be offered, sold or delivered, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom. Capricorn�s new shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be �affiliates� (within the meaning of the US Securities Act) of Capricorn or the Partnership prior to, or of Capricorn after, the consummation of the Transaction will be subject to certain US transfer restrictions relating to the Combined Company�s shares received pursuant to the Scheme. The Partnership understands that Capricorn has not analyzed or determined the U.S. tax consequences to a US holder of receiving its shares pursuant to the Transaction, or owning such shares following the Transaction. In addition, the Partnership understands that Capricorn will not provide any annual determinations as to whether it is a passive foreign investment company for U.S. federal income tax purposes for any taxable year. Each US holder is urged to consult his or her independent professional adviser immediately regarding any tax payment, tax reporting or other tax consequences of the Transaction and ownership of Capricorn�s shares under applicable U.S. federal, state, local or other tax laws. The financial information herein has been prepared in accordance with IFRS and may not be comparable to financial information of companies whose financial statements are prepared in accordance with US GAAP. It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Capricorn and the Partnership are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. None of the securities referred to in this report have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this report. Any representation to the contrary is a criminal offence in the United States.

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�� : 29/09/2022 ��: 11:40

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�� -��	�� : 13/09/2022
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��: �� 19 , �� 4672537 ��: 09-9712424 , ��: 09-9712425
�� : [email protected] �� : www.newmedenergy.com

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��: �� 19 , �� 4612001 ��: 09-9712424 ��: 09-9712425 �� : [email protected] 1

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