Sunwing Zitong Energy, a wholly owned subsidiary of Ivanhoe Energy Inc., has signed a definitive sale and purchase agreement with Shell China Exploration and Production Co.

The Sale and Purchase Agreement (SPA) enables Sunwing to transfer its participating interest in the Contract for Exploration, Development and Production in the Zitong Block, Sichuan Basin of the People's Republic of China to Shell.

Sunwing's partners in the Zitong Block are Mitsubishi Gas Chemical and China National Petroleum Corporation (CNPC). According to the Petroleum Contract and relevant agreements, Sunwing may assign rights and/or obligations under the Petroleum Contract to any third party, provided that such an assignment is agreed to by CNPC in advance and approved by the Ministry of Commerce of the People's Republic of China.

Additionally, CNPC and MGC must waive their right of first refusal in respect of such an assignment. Sunwing received MGC's ROFR waiver in June 2012 and CNPC informed Sunwing that its waiver is part of the Amendment Agreement to the Petroleum Contract, which was signed by CNPC, Sunwing, Shell and MGC in October 2012. CNPC will now submit the transfer request to the Ministry for its review and final approval of the transaction and the related Amendment Agreement.

Ivanhoe Energy and Shell anticipate closing the transaction by the end of 2012. All previously disclosed key commercial terms remain until year-end. Additional commercial terms have been negotiated that provide Ivanhoe Energy with $85 million in consideration, should the final condition be met after December 31, 2012.

If the Ministry's approval has not been received after the expiration of twelve months from the date of submission of the Amendment Agreement, the deal may be terminated. Ivanhoe Energy continues to retain UBS as a financial advisor on this transaction.