Insider Trading Policy

Adopted on September 24, 2009 as amended on May 25, 2011

Trading on material non-public information or providing material non-public information to others who purchase or sell securities based on such information is a violation of the federal securities laws and is prohibited by the Company. Violations of federal securities laws may result in civil or criminal liability for the Company and its officers and directors. Therefore, any violation of this policy by a director, officer, or employee of the Company may result in disciplinary action including termination.

During the course of service to the Company, directors, officers, and certain employees may have regular or periodic access to material non-public information about the Company, its affiliates as well as other entities (“Other Entities”).

The purpose of this policy is to provide general procedural guidelines for directors, officers, and employees to follow when in possession of material non-public information about the Company or Other Entities. In order to avoid the appearance of trading on non-public information concerning the Company and to facilitate compliance with certain transaction reporting obligations under applicable federal securities laws, the policy also provides procedures for directors, officers, and certain employees to follow when conducting transactions in Company securities and reporting such transactions to the U.S. Securities and Exchange Commission (“SEC”) and other applicable exchanges.

SECTION I: MATERIAL NON-PUBLIC INFORMATION DEFINED

Material Non-Public Information Defined
1. Material information is information that a reasonable investor would consider important in making an investment decision (e.g. whether to purchase, sell or hold a position in a security). Based on SEC guidance, materiality must be assessed on both a quantitative and qualitative basis.
2. Non-public information is information which has not been disclosed to and disseminated among the general market place.
Factors to Consider in Determining Materiality
1. The materiality of information is dependent upon the facts and circumstances present at the time the director, officer, or employee has access to the information.
2. Factors relevant in determining the materiality of information include:
  1. The size or magnitude of the event or transaction in question relative to the activities of the entity to which it relates and the probability of the occurrence of the event or transaction in question;
  2. The specificity of the information;
  3. The reliability of the information, in light of its nature and the source and circumstances under which it was received;
  4. The nature of the information relative to an entity’s experience or performance; and
  5. SEC guidance regarding the materiality of certain types of information.
3. Information is typically material if it relates to:
  1. Financial results/earnings or related projections for a fiscal quarter or year-end;
  2. Public or private securities offerings;
  3. Corporate actions such as stock splits, calls, redemptions or repurchases of shares;
  4. Significant pending merger, joint venture, acquisition;,/
  5. Disposition or acquisition of a significant asset;
  6. Execution or termination of significant contracts or ventures with suppliers, customers, or other business partners (or knowledge of a counterparty’s, customer’s, or vendors’s failure (or likely failure) to perform on a contract, the failure of which will affect revenue the Company is expecting to receive);
  7. Changes to dividend policies;
  8. Significant changes in the ownership of a company, its operations or management;
  9. Bankruptcy or similar proceedings (or solvency issues) relative to the Company or its major customers or suppliers;
  10. Significant litigation exposure or settlement; and
  11. Other events requiring the filing of a Form 8-K.

SECTION II: PRESERVING CONFIDENTIALITY OF MATERIAL NON-PUBLIC INFORMATION

Duty of Confidentiality
1. As a director, officer or employee of the Company, you have a duty to maintain the confidentiality of material non-public information about the Company and Other Entities. If it is unclear as to whether information is “material” and “non-public,” contact the Company’s Legal Counsel and/or appropriate Company executives promptly for assistance in determining the sensitivity of the information.
2. Material non-public information regarding the Company and Other Entities may not be disclosed to any person outside the Company, its subsidiaries and affiliates except:
  1. To a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker, or accountant); and
  2. To a person who expressly agrees in writing with the Company to maintain the disclosed information in confidence (e.g. pursuant to a non-disclosure agreement with the Company).
3. Communication of material non-public information may only be transmitted within the Company, its subsidiaries and affiliates on a need to know basis. These communications, whether made verbally or in writing (inclusive of e-mail), should clearly identify the transmitted information/materials as material non-public information.
Guidelines for the Preservation of Confidentiality (The following are “guidelines” and are not all-inclusive; furthermore, failure to follow one of the guidelines will not necessarily result in a violation of this policy.)
1. To preserve the confidentiality of material non-public information:
  1. Secure the information documented in paper format in locked cabinets;
  2. Secure the information documented in electronic format by systematically restricting access to those with authorization to view;
  3. Avoid transporting the information outside the Company;
  4. Avoid discussing the information in office common areas such as conference rooms and copy areas;
  5. Avoid leaving the information unattended on desks tops or in office common areas such as conference rooms or copy areas; and
  6. Avoid discussing the information outside the Company and in public venues including elevators, airplanes, buses, taxis, and limousines.
Process to Follow Upon Disclosure of Material Non-Public Information Regarding the Company
1. Disclosure of material non-public information regarding the Company or Other Entities to external parties shall be disclosed promptly to the Chief Executive Officer, Chief Financial Officer, and the Company’s Legal Counsel.
  1. Disclosure of material non-public information regarding the Company to broker-dealers, investment bankers, investment companies, investment advisers, institutional investment managers, and persons associated with investments advisers, broker-dealers, and institutional managers (including investment/securities analysts) shall be subsequently disclosed to the public by the Company if required by and consistent with the requirements of Regulation FD.
  2. The Chief Executive Officer and Chief Financial Officer shall consult with Legal Counsel regarding corrective action to be taken regarding disclosures of material non-public information about the Company and Other Entities to persons other than those referenced in Section II.C.1.a.
2. Paragraph (C)(1) shall not apply to disclosures made to persons identified in Section II.A.2.

SECTION III: PROCESSES IN PLACE TO DETECT AND/OR PREVENT TRADING IN COMPANY SECURITIES BASED ON MATERIAL NON-PUBLIC INFORMATION

General Prohibitions: A director, officer, or employee of the Company and respective immediate family members that reside in his/her respective households (“Immediate Family Members”) is prohibited from engaging in:
1. Transactions in the securities of the Company while in possession of material non-public information about the Company or its affiliates, except as otherwise provided in Section III.D of this policy. For the purpose of this policy, securities include, but are not limited to, stocks, bonds, debentures, and options;
2. Short-term trading in the securities of the Company which is the purchase and subsequent sale or sale and subsequent purchase of a class of Company securities within a six month period; and
3. Short-sales or short-sales against the box involving Company securities.
  1. A short-sale occurs when you sell a security you do not own.
  2. A short-sale against the box occurs when you sell a security which you own but do not deliver the security promptly to the purchaser.
Pre-Clearance Requirements: Each director, each officer that has the power to influence the management and policies of the Company (each an “Executive Officer”), and each employee of the Company, its subsidiaries and affiliates that the Company determines may have access to material non-public information about the Company (collectively, each an “Insider”) must pre-clear transactions in Company securities. The Company shall provide written notification to each employee (other than an employee that is a director or Executive Officer) deemed to be an Insider under this policy. Pre-clearance requirements also extend to each Insider’s Immediate Family Members.
1. Requests for pre-clearance must be submitted in writing to the Chief Financial Officer or the Controller at least 2 business days in advance of a proposed transaction (“Notice Period”). The Chief Financial Officer or Controller may consult with Company Legal Counsel if there is any question regarding the appropriateness of a transaction under the policy prior to approval. The Notice Period may be waived by the Chief Financial Officer or Controller, as applicable, if he/she is able to evaluate and determine the appropriateness of a proposed transaction under the policy in less than 2 business days.
2. No transactions in Company securities can be made without the prior written approval (which may include email approval) of the Chief Financial Officer or the Controller. A copy of such approval shall be maintained in the records of the Chief Financial Officer and such approval shall be evidence of any waiver of the Notice Period.
3. No person may pre-clear his/her own transactions in Company securities. To the extent that the same person serves in the capacity of Chief Financial Officer and Controller, the Chief Financial Officer/Controller shall designate, after consultation with Company Legal Counsel, another officer of the Company to receive his/her written requests for pre-clearance and to provide prior written approval of the planned transactions in Company securities. A copy of any such approval shall be maintained in the records of the Chief Financial Officer and such approval shall be evidence of any waiver of the Notice Period.
Trading Limitations
1. Standard Blackout Periods: Each Insider and their Immediate Family Members are precluded from trading in the securities of the Company:
  1. Beginning on the 10th day prior to each fiscal quarter end through the second full day of trading following the Company’s earnings announcement for that quarter; and
  2. Beginning on the date of any announcement of a material event through the second full day of trading following the announcement.
2. Other Blackout Periods.
  1. The Company shall notify Insiders of additional blackout periods during which transactions in Company securities will be limited or prohibited. Insiders are responsible for communicating information regarding additional blackout periods to Immediate Family Members.
  2. Additional blackout periods may be initiated during periods when certain participants in Company sponsored plans such as a 401(k) plan, profit sharing plan, employee stock ownership plan, deferred compensation plan or similar plans are prohibited from transacting in Company stock for a period exceeding three consecutive business days or during periods associated with events listed in Section I.B.3.
Transactions Exempt from Pre-Clearance Requirements and Trading Restrictions
1. Certain transactions are exempt from the pre-clearance requirements and trading restrictions set forth in Section III.B and Section III.C. These transactions include regular and matching contributions to the Company stock fund of a benefit plan, regular reinvestments pursuant to a dividend reinvestment plan, transactions made pursuant to a Rule 10b5-1 Plan, as well as annual equity compensation awards to directors and stock option awards to new directors and employees of the Company as contemplated under the Company’s current Policy on Granting Equity Awards. Gifts of stock (to recipients that do not intend to sell during the blackout period) and the exercise of options without a subsequent sale of shares acquired pursuant to the option exercise are subject to the pre-clearance requirements of Section III.B but are exempt from the blackout restrictions set forth in Section III.C.
2. Rule 10b5-1 Plans: Transactions conducted pursuant to a written contract, instruction or plan in compliance with Exchange Act Rule 10b5-1 and approved by the Chief Financial Officer (with consultation with Legal Counsel if necessary) shall be exempt from the pre-clearance requirements and trading restrictions set forth in Section III.B and Section III.C if the plan includes:
  1. The amount of Company securities to be purchased or sold;
  2. The price at which the Company securities are to be purchased or sold;
  3. The date on which Company securities are to be purchased or sold;
  4. Representation from the Covered Person requesting the Rule 10b5-1 Plan (“Requestor”) that, upon approval of the plan by the Chief Financial Officer, he/she was not in possession of material non-public information regarding the Company and that he/she will not exercise any influence over transactions authorized under the Plan subsequent to the commencement date of the Plan.
  An example form of Rule 10b5-1 Plan follows as Appendix A.

SECTION IV: RELATED STATUTORY TRADING RESTRICTIONS AND REPORTING OBLIGATIONS

Transaction Reporting Obligations: Section 16(a) of the Exchange Act
1. Individuals Required to File Periodic Reports under Section 16(a)
  1. Each director, Executive Officer, and each shareholder who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security issued by the Company (“10% Shareholder”), is required to file periodic reports of beneficial ownership in the Company’s equity securities with the SEC and with the exchange in which the securities are registered. Beneficial ownership is defined in Rule 16a-1 under the Exchange Act.
  2. For Section 16 purposes, equity securities include equity securities as well as derivative securities relating to the Company including options, warrants, convertible securities, and a stock appreciation right or similar securities with a value derived from the Company’s equity securities.
2. Periodic Reports To Be Filed
  1. Form 3: Initial Statement of Beneficial Ownership of Securities
    1. Must be filed within 10 days of becoming a director, officer or 10% Shareholder. Each director and officer is obligated to file a Form 3 even if they do not own any Company securities.
  2. Form 4 or Statement of Changes in Beneficial Ownership
    1. Must be filed within 2 business days of the change.
  3. Form 5 or Annual Statement of Changes in Beneficial Ownership of Securities
    1. Must be filed be filed within 45 days of the Company’s fiscal year end and must report transactions not previously reported under prior Forms 3, 4, and 5.
3. Obligation to File Required Reports
  1. While the direct obligation to report transactions in Company equity securities is that of the director, Executive Officer, or 10% Shareholder, the Company (if requested) will facilitate the electronic filing of the required transaction reports to the SEC and applicable exchanges (for 10% Shareholders, the Company will only assist those acting in the capacity of director, officer, or employee of the Company).
  2. In order to ensure that the Company is in possession of all transaction data necessary to file applicable transaction reports, each director, Executive Officer, and 10% Shareholder that is also a Company employee shall provide or arrange for the provision of transaction detail to the Chief Financial Officer or his/her designee immediately following the completion of a reportable transaction. Transaction details should include:
    1. the number of shares purchased, sold, or otherwise transferred;
    2. the amount paid or received;
    3. the trade and settlement dates; and
    4. the expiration date of each option reported.
  3. Questions regarding transaction reports and transactions to be reported thereon should be directed to the Chief Financial Officer or his designee, who shall consult with the Company’s Legal Counsel as appropriate.
Prohibition on Short Swing Profits: Section 16(b) of the Exchange Act
1. General Rule: The Company has a legal right to recover profits from a non-exempt purchase and sale or non-exempt sale and purchase of the Company’s equity securities within a period of less than 6 months and in which director, Executive Officer, or 10% Shareholder has a beneficial interest
Restrictions on the Sale of Company Securities: Rule 144 under the Securities Act
1. General Rule: To the extent that any director, Executive Officer or a person related thereto as specified under Rule 144 (“Related Person”) purchases or receives securities from the Company either (i) in a public offering registered pursuant to Section 5 of the Securities Act, or (ii) in connection with a private placement of securities not involving any public offering (“Restricted Securities”), then such securities shall not be resold by such persons into the marketplace unless and until the applicable provisions of Rule 144 under the Securities Act have been fully complied with.
2. Rule 144 Safe Harbor: A director, Executive Officer, or Related Person seeking to sell Company securities into the marketplace shall satisfy the following conditions:
  1. Holding Period: If Restricted Securities are contemplated for sale, then such securities shall be held for a minimum of six (6) months beginning on the date that such securities are bought and paid for. If a director, Executive Officer or Related Persons holds securities acquired in a public offering registered pursuant Section 5 of the Act, then no holding period shall be required; however, the remaining provisions of Rule 144 must be satisfied;
  2. Brokerage Transaction: The sale of Company securities by an officer or director shall be conducted on an unsolicited basis through a broker-dealer or market maker at normal commission levels;
  3. Notice: The director, Executive Officer or Related Person shall file with the SEC and the NASDAQ, on the date that the sale order is placed, a notice on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale shall be completed within three months of filing the notice on Form 144 or an amended notice must be filed;
  4. Trading Volume: The amount of Company securities sold by an officer or director pursuant to Rule 144 during any three-month period shall not exceed the greater of:
    1. 1% of the outstanding Company shares of the same class being sold by such officer or director; or
    2. The average reported weekly trading volume during the four calendar weeks preceding the filing of the notice on Form 144.
  5. Current Information: The Company is in compliance with its obligation to file periodic financial and other reports under the Exchange Act.

APPENDIX A
Form of Rule 10b5-1 Plan

Trading Plan of [Insert Name of Individual] (“Participant”)
For Stock of Magellan Petroleum Corporation
Pursuant to Rule 10b5-1

Date of Plan:

Date of Commencement of Plan:

Date of Termination of Plan:

Instructions: I will instruct [insert name(s) of brokers] to execute transactions in Magellan Petroleum Corporation (“MPC”) shares during the Term of Plan as follows:

[Instructions should specify:

The dates on which securities are to be purchased/sold. This requirement may be satisfied by designating specific dates or intervals of time or by designated times at which certain specific events will take place; (Note: the preferable course is a routine set of transaction (e.g. purchase X shares the first of every month for the next 6 month));
The amount of securities to be purchase or sold on each date. This requirement may be satisfied by designating a certain number of shares, a percentage of the participant’s holdings, or the number of shares required to produce a specific dollar amount; and
The prices at which securities are to be purchased and sold on each date. This requirement may be specified by selecting a specific dollar amount, a limit price, or by stating “prevailing market price”.]

Required Representations:

As of the Plan date, I am not in possession of material non-public information regarding MPC or its affiliates; and
After the Plan date, I will not exercise any influence over transactions in MPC stock authorized pursuant to the Plan.

Rule 144 Reporting: All sale transactions of securities not previously registered and contemplated under the Plan shall be executed pursuant to Rule 144 under the Securities Act of 1933. On or before the execution date of each sale transaction contemplated under this plan, I shall file or shall arrange for the executing broker to file on my behalf, Form 144 with the U.S. Securities and Exchange Commission. The Form 144 notice shall indicate that the reported sale is being made pursuant to this Plan.

Section 16(a) Reporting: Each transaction executed under this plan shall be reported on Form 4 consistent with my reporting obligations set forth in Section 16(a) and the rules and regulations promulgated there under.

Amendment: This plan may be amended subsequent to the Date of Plan if the amendment is approved by the Chief Financial Officer of MPC (after consultation with the Company’s Legal Counsel as appropriate) and is otherwise effected consistent with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934 (“1934 Act”).

Termination: This plan shall terminate upon:

The death the Participant;
The Participant’s termination of employment with the Company;
The announcement of a merger or acquisition involving the Company;
The announcement of a new public offering of the Company’ securities;
The initiation of divorce or bankruptcy proceedings involving the Participant;
Request of the Participant or Company that is approved by the Chief Financial Officer, and that does not violate Section 10(b) of the 1934 (or Rule 10b-5 there under) and complies with Rule 10b5-1 promulgated there under.

Agreed to by:
_____________________________

Title:

Approved by:
_____________________________