Israel Petroleum Company Signs Agreement to Acquire Israeli Publicly Listed Shell Company

By Israel Petroleum Company, PRNE
Sunday, October 24, 2010

VAIL, Colorado, October 25, 2010 - Israel Petroleum Company, Limited (IPC) is pleased to announce that it
has signed an agreement to acquire the publicly listed Israeli company
Shaldieli, Ltd. ("Shaldieli" or "the Company") in a reverse takeover. IPC
will place its ownership interests in the Myra and Sara drilling licenses
offshore Israel - owned through a limited partnership - into the Company,
which currently has no assets or liabilities, in exchange for 90% ownership
of the Company and a controlling interest therein. The transaction is
expected to close at the end of November, subject to regulatory approval and
requisite approval of corporate organs. The prospectus for the transaction is
expected to be filed with the Israel Securities Authority by November 4,

Shaldieli is listed on the Tel Aviv Stock Exchange under the symbol
SLDL.IT. It has been inactive but is now approved for unrestricted trading.
After the acquisition, a total of approximately 144.8 million shares will be
issued to IPC. For tax reasons, IPC will be required to hold these shares for
two years. Howard Cooper, currently the manager of IPC through his company
International Three Crown Petroleum LLC, will be the Chairman and President
of the Company following the closing. IPC will appoint three board members
for the five-member board. IPC currently owns 50% of IPC Oil and Gas (Israel)
Limited Partnership ("IPC Israel"), which owns a 13.609% interest in the Sara
and Myra licenses. Under the agreement with Shaldieli, IPC will exchange its
50% ownership in IPC Israel for ownership of 90% of the shares of Shaldieli,
and Shaldieli will acquire ownership of IPC's 50% interest in IPC Israel.
Also, Shaldieli will hold 50% interest in the general partner of IPC Israel
along with an entity owned by Ofer Investments Ltd., the owner of the other
50% of IPC Israel under the agreement announced last week between IPC and
Ofer Investments, Ltd.

About the Consortium

The Sara and Myra drilling licenses are held by a consortium comprised of
IPC Israel (13.609%), Emanuelle Energy Ltd. (24.161%), Emanuelle Energy Oil
and Gas Limited Partnership (19.161%), Modiin Energy Limited Partnership
(19.282%), and other entities.

IPC Israel is owned 50% by Ofer Investments Ltd. and 50% by IPC. The
shares of IPC are owned 76.79% by Israel Oil and Gas Corporation, a
subsidiary of Bontan Corporation Inc. (OTC Bulletin Board: BNTNF) and 23.21%
by privately owned International Three Crown Petroleum, LLC, the sole
director of IPC and currently the general partner of IPC Israel.

Forward-Looking Statements

This news release includes forward-looking statements within the meaning
of the U.S. federal and Canadian securities laws. Any such statements reflect
IPC's current views and assumptions about future events and financial
performance. IPC cannot assure that future events or performance will occur.
Important risks and factors that could cause actual results or events to
differ materially from those indicated in our forward-looking statements
include, but are not limited to, the following: the effect of economic and
political developments in Israel and in the Mideast; the reliance on the
working interest owners, as well as third-party consultants and contractors,
to develop the project; the ability of IPC to raise sufficient capital to
demonstrate requisite financial capability and to satisfy its obligations for
the costs of drilling and development; the risk that the final interpretation
of the seismic and other data may show or suggest, or that drilling may
ultimately demonstrate, that either or both of the licenses contain no, or
noncommercial amounts of, hydrocarbons; the volatility in commodity prices
for crude oil and natural gas; the presence or recoverability of estimated
resources; the potential unreliability or other effects of geological and
geophysical analysis and interpretation; exploration and development,
drilling and operating risks; competition for development of the Project;
environmental risks; government regulation or other action, including the
potential change in tax and royalty provisions and in regulations relating to
approval of transfers of ownership of license holders that are under active
consideration by the Israeli government and could significantly adversely
impact project economics and the commercial viability of drilling one or both
prospects, and including the possibility that the Israeli regulatory
authorities will not approve the transaction described in this release or
will impose conditions of approval that make the transaction infeasible to
pursue; potential disruption from terrorist activities or warfare in the
region or at the Project site; general economic conditions; limited market
available in Israel for oil and gas that may be found in commercial
quantities; other risks associated with the exploration and development of
international offshore projects in several thousand feet of water; and other
risks identified by the press releases and securities filings of the other
working interest owners in Israel, Canada, and other jurisdictions in which
such releases and filings are made. IPC assumes no obligation and expressly
disclaims any duty to update the information in this news release.

    Gillian Morris, Israel Petroleum Company, Limited,
    ph: +1-970-846-1953,

Gillian Morris of Israel Petroleum Company, Limited, +1-970-846-1953, gmorris at

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