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In many cases, the end of the year gives you time to step back and take stock of the last 12 months. This is when many of us take a hard look at what worked and what did not, complete performance reviews, and formulate plans for the coming year. For me, it is all of those things plus a time when I u...
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Celtic Reports Financial and Operating Results for the Three and Nine Months Ended September 30, 2012 and Provides an Operations Update

CALGARY, ALBERTA -- (Marketwire) -- 11/09/12 -- Celtic Exploration Ltd. (TSX:CLT) ("Celtic" or the "Company") has released its financial and operating results for the three and nine months ended September 30, 2012. Summary of results are as follows:


                             Three months ended           Nine months ended 
                                  September 30,               September 30, 
----------------------------------------------------------------------------
(CA$ thousands,                                                             
 unless otherwise                                                           
 indicated)              2012       2011 Change       2012      2011 Change 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Revenue, before                                                             
 royalties and                                                              
 financial                                                                  
 instruments           49,265     55,298    -11%   148,525   163,723     -9%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Funds from                                                                  
 operations            27,748     34,626    -20%    77,526   102,126    -24%
----------------------------------------------------------------------------
 Basic ($/common                                                            
  share)                 0.26       0.35    -26%      0.74      1.07    -31%
----------------------------------------------------------------------------
 Diluted ($/common                                                          
  share)                 0.26       0.34    -24%      0.72      1.04    -31%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Profit (loss)          (8,127)    (1,592)  -410%   (13,067)    3,100      - 
----------------------------------------------------------------------------
 Basic ($/common                                                            
  share)                (0.08)     (0.02)  -285%     (0.12)     0.03      - 
----------------------------------------------------------------------------
 Diluted ($/common                                                          
  share)                (0.08)     (0.02)  -285%     (0.12)     0.03      - 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Capital                                                                     
 expenditures, net                                                          
 of dispositions       75,517     96,682    -22%   288,039   237,398     21%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Total assets        1,287,660    932,905     38% 1,287,660   932,905     38%
----------------------------------------------------------------------------
Bank debt             198,100    165,000     20%   198,100   165,000     20%
----------------------------------------------------------------------------
Working capital                                                             
 deficiency            47,316     54,738    -14%    47,316    54,738    -14%
----------------------------------------------------------------------------
Convertible                                                                 
 debentures           150,384          -      -    150,384         -      - 
----------------------------------------------------------------------------
Shareholders' equity  704,318    547,586     29%   704,318   547,586     29%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Weighted average                                                            
 common shares                                                              
 outstanding                                                                
 (thousands)                                                                
----------------------------------------------------------------------------
 Basic                105,650     97,650      8%   105,272    95,402     10%
----------------------------------------------------------------------------
 Diluted              107,567    100,900      7%   107,429    98,502      9%
----------------------------------------------------------------------------

FINANCIAL STATEMENTS

Celtic's unaudited condensed interim financial statements and related notes for the quarter ended September 30, 2012 will be available to the public on SEDAR at www.sedar.com and will also be posted on the Company's website at www.celticex.com on November 9, 2012.

Celtic's operating results for the three and nine months ended September 30, 2012 are summarized in the table below:


                             Three months ended           Nine months ended 
                                  September 30,               September 30, 
----------------------------------------------------------------------------
(CA$ thousands,                                                             
 unless otherwise                                                           
 indicated)              2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Production                                                                  
----------------------------------------------------------------------------
 Oil (bbls/d)           4,391     3,859      14%    4,275     3,676      16%
----------------------------------------------------------------------------
 Gas (mcf/d)           90,105    71,691      26%   89,458    71,177      26%
----------------------------------------------------------------------------
 Combined (BOE/d)      19,409    15,808      23%   19,185    15,539      23%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Production per                                                              
 million common                                                             
 shares (BOE/d)           184       162      14%      182       163      12%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Average realized                                                            
 prices, after                                                              
 financial                                                                  
 instruments                                                                
----------------------------------------------------------------------------
 Oil ($/bbl)            74.43     79.77      -7%    80.09     79.64       1%
----------------------------------------------------------------------------
 Gas ($/mcf)             2.62      4.18     -37%     2.36      4.24     -44%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Operating netbacks                                                          
 ($/BOE)                                                                    
----------------------------------------------------------------------------
 Oil and gas revenue    27.59     38.02     -27%    28.26     38.59     -27%
----------------------------------------------------------------------------
 Realized gain                                                              
  (loss) on                                                                 
  financial                                                                 
  instruments            1.41      0.40     253%     0.60     (0.33)      - 
----------------------------------------------------------------------------
 Average realized                                                           
  price, after                                                              
  financial                                                                 
  instruments           29.00     38.42     -25%    28.86     38.26     -25%
----------------------------------------------------------------------------
 Royalties              (1.22)    (4.45)    -73%    (1.90)    (4.25)    -55%
----------------------------------------------------------------------------
 Production &                                                               
  transportation                                                            
  expense               (9.16)    (8.29)     10%    (9.80)    (7.90)     24%
----------------------------------------------------------------------------
 Operating netback      18.62     25.68     -27%    17.16     26.11     -34%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Drilling activity                                                           
----------------------------------------------------------------------------
 Total wells                8        12     -33%       28        46     -39%
----------------------------------------------------------------------------
 Working interest                                                           
  wells                   6.7       7.5     -11%     22.4      31.0     -28%
----------------------------------------------------------------------------
 Success rate on                                                            
  working interest                                                          
  wells                   100%       91%     10%      100%       98%      2%
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Undeveloped land                                                            
----------------------------------------------------------------------------
 Gross acres          820,842   710,513      16%  820,842   710,513      16%
----------------------------------------------------------------------------
 Net acres            701,763   643,557       9%  701,763   643,557       9%
----------------------------------------------------------------------------

MESSAGE TO SHAREHOLDERS

Celtic Exploration Ltd. ("Celtic" or the "Company") is pleased to report to shareholders the Company's activities in the third quarter of 2012.

During the quarter, Celtic drilled 8 (6.7 net) wells with an overall net success rate of 100%. Production during the quarter averaged 19,409 BOE per day, an increase of 23% from 15,808 BOE per day in the third quarter of 2011.

During the third quarter of 2012, Celtic recorded funds from operations of $27.7 million ($0.26 per share, diluted), down 20% from $34.6 million ($0.34 per share, diluted) reported in the same quarter of the previous year. Despite higher production levels during the third quarter of 2012, funds from operations decreased primarily due to significantly lower natural gas prices which averaged $2.62 per MCF in the third quarter of 2012, down 37% from $4.18 per MCF in the same period in 2011.

Net capital expenditures during the quarter were $75.5 million, down 22% from $96.7 million in the third quarter of 2011.

DRILLING AND OPERATIONS

At Kaybob, Alberta, the Company continued its delineation of the Devonian Duvernay play by drilling 2 gross (1.9 net) wells. A horizontal well located at 16-33-59-19W5 (86% WI) was drilled to a measured depth of 4,931 metres and is currently being completed. A vertical well located at 4-11-59-19W5 (100% WI) was drilled to a total vertical depth of 3,271 metres.

At Kaybob, Celtic has commenced construction of a 150 MMCF per day gas processing facility located at 15-7- 60-18W5. This facility has been designed to gather condensate and recover certain amounts of liquefied natural gas (butane and propane). The remaining natural gas will be shipped on the Alliance Pipeline System and pursuant to the Company's previously announced arrangement with Aux Sable Canada LP, Celtic will receive additional economic value for the remaining natural gas liquids contained in the natural gas stream.

In the Fir-Kaybob-Chickadee areas of Alberta, the Company drilled three (100% WI) horizontal wells in the Dunvegan formation. The well located at 1-27-60-17W5 was drilled with a horizontal lateral of 1,767 metres; the well located at 2-21-60-19W5 was drilled with a horizontal lateral of 1,239 metres; and the well located at 4-26- 59-22W5 was drilled with a horizontal lateral of 2,834 metres. All three wells were successfully completed and are either now on production or soon to be put on production.

At Inga, British Columbia, the Company participated in the drilling of 2 gross (0.8 net) wells. One well has been completed and is on production and the second well is currently being completed. The Company continues to remain encouraged by the results at Inga.

At Karr, Alberta, Celtic drilled a re-entry horizontal well (100% WI). The Company expects to commence completion operations on this well in the fourth quarter of 2012.

At Resthaven, Alberta, construction of the remaining six kilometre portion of the main pipeline system in the southern portion of the Greater Resthaven land block was completed. Two Montney horizontal wells and one dual Montney-Cretaceous horizontal well located in the Smoky-Horse-Leland areas that had previously been drilled and completed were put on production at the end of September and in early October.

OUTLOOK

In spite of lower than historical average realized natural gas prices averaging $2.36 per MCF during the first nine months of 2012, Celtic was able to generate high netbacks from its liquids production, the majority of which is condensate that attracts a premium to WTI pricing, resulting in an overall corporate operating netback of $17.16 per BOE. In addition, the Company continues to take advantage of the Alberta Government royalty incentive programs, resulting in an average corporate royalty rate of 6.9% for the nine month period ended September 30, 2012.

Celtic re-confirms its exit 2012 production guidance of 29,900 BOE per day. The Company expects to bring significant production volumes on-stream in the fourth quarter of 2012 from the following wells:


--  7 gross (5.2 net) wells at Kaybob from the Devonian Duvernay formation; 
--  2 gross (2.0 net) wells at Kaybob from the Dunvegan formation; 
--  3 gross (2.0 net) wells at Resthaven from the Montney formation; 
--  1 gross (1.0 net) well at Resthaven from the Cretaceous Falher
    formation; 
--  3 gross (1.2 net) wells at Inga from the Doig formation; and 
--  1 gross (1.0 net) well at Fir from the Montney formation. 

ACQUISITION BY EXXONMOBIL

On October 17, 2012, Celtic announced that Canadian affiliates of Exxon Mobil Corporation, including ExxonMobil Canada Ltd. ("ExxonMobil Canada") entered into an agreement with Celtic, providing for the purchase by a subsidiary of ExxonMobil Canada of all of Celtic's outstanding common shares at a cash price of C$24.50 per share plus 0.5 of a share of a new company called Kelt Exploration Ltd. ("Kelt"), for each Celtic common share.

The agreement between ExxonMobil Canada and Celtic provides for, among other things, a non-solicitation covenant on the part of Celtic, subject to "fiduciary out" provisions that entitle Celtic to consider and accept a superior proposal and a right in favour of ExxonMobil Canada to match any superior proposal. The arrangement agreement provides for a C$90.0 million termination fee payable by Celtic in certain circumstances if the transaction is not completed.

Completion of the transaction is subject to customary closing conditions, including receipt of court, shareholder and regulatory approvals, including under the Investment Canada Act and Competition Act. Celtic's securityholders will be asked to vote on the transaction at a special securityholders meeting and the completion of the transaction will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the meeting.

Under the proposed transaction, the holders of the Celtic convertible unsecured subordinated debentures outstanding will receive Celtic common shares, including shares pursuant to the make whole payments provided under the terms of the debentures in total equal to the amount they would otherwise receive, following the completion of the arrangement if they were not acquired under the arrangement, plus accrued interest to the closing date, plus additional interest for 32 days. The Celtic common shares received by debentureholders under the arrangement will be exchanged, as part of the arrangement, for the same $24.50 in cash and 0.5 of a Kelt share to be received by other holders of Celtic common shares.

Celtic's debentureholders will be asked to vote on the arrangement; however, completion of the arrangement is not conditional on their approval. If debentureholder approval is not obtained, the debentures will be excluded from the arrangement and will remain outstanding following completion of the arrangement and continue to be governed by the terms of their indenture.

An information circular regarding the arrangement is expected to be mailed to securityholders on or about November 19, 2012 for a special meeting of the holders of common shares and debentures to take place on December 14, 2012, with closing expected to occur as soon as reasonably practicable following the receipt of court, shareholder and regulatory approvals.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS

This document contains expectations, beliefs, plans, goals, objectives, assumptions, information and statements about future events, conditions, results of operations or performance that constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws, including all matters with respect to the proposed transaction with ExxonMobil Canada. Undue reliance should not be placed on forward-looking statements. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements. We caution that the foregoing list of risks and uncertainties is not exhaustive. Events or circumstances could cause actual dates to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. The forward-looking statements contained in this document are made as of the date hereof and the Company does not intend, and does not assume any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless expressly required by applicable securities laws. Readers are cautioned that the foregoing well test results are not necessarily indicative of long-term performance.

MEASUREMENTS AND ABBREVIATIONS

All dollar amounts are referenced in Canadian dollars, except when noted otherwise. Where amounts are expressed on a barrel of oil equivalent ("BOE") basis, natural gas volumes have been converted to oil equivalence at six thousand cubic feet per barrel and sulphur volumes have been converted to oil equivalence at 0.6 long tons per barrel. The term BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. References to oil in this discussion include crude oil and natural gas liquids ("NGLs"). NGLs include condensate, pentane, propane, butane and ethane. References to gas in this discussion include natural gas and sulphur.

Working interest is abbreviated as "WI". Million cubic feet is abbreviated as "MMCF". Thousand cubic feet is abbreviated as "MCF". Barrels are abbreviated as "bbls". Giga joules are abbreviated as "GJ".

Contacts:
Celtic Exploration Ltd.
Suite 600, 321 - 6th Avenue SW
Calgary, Alberta, Canada T2P 3H3

Celtic Exploration Ltd.
David J. Wilson
President and Chief Executive Officer
(403) 201-5340

Celtic Exploration Ltd.
Sadiq H. Lalani
Vice President, Finance and Chief Financial Officer
(403) 215-5310
www.celticex.com

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