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PetroNor E&P ASA

Investor Presentation Mar 19, 2019

3710_rns_2019-03-19_49718f76-ae8c-462a-9209-e5dfbd63509a.PDF

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Transformation into a full-cycle E&P Combination with PetroNor

Disclaimer

This Presentation has been prepared by African Petroleum Corporation Limited (Company) and PetroNor E&P Ltd (PetroNor), solely for the purpose of providing information about the contemplated combination (the "Transaction") between the Company and PetroNor and its subsidiaries (PetroNor Group), which subject to closing of the Transaction is referred to as the "Combined Company".

Summary information

This Presentation contains summary information about the Company and its subsidiaries (Company Group), the PetroNor Group and their respective activities. The information in this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company's other periodic and continuous disclosure announcements at the Company's ticker "APCL" on www.newsweb.no. In accordance with the Continuing Obligations of the Oslo Stock Exchange, the Company will make public an Information Memorandum which will contain detailed information on the Transaction and the Combined Company, and which will also contain relevant risk factors concerning the Combined Company's assets, business and operations and the market in which it operates.

Not financial product advice

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Norwegian law, Australian law, Cyprus law or the law of any other applicable jurisdiction. This Presentation is not financial advice, a recommendation to acquire Company shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of Company shares.

Future performance

This Presentation contains certain forward looking statements. The words "anticipated", "expected", "projections", "forecast", "estimates", "could", "may", "target", "consider" and "will" and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. This difference may be due to various factors, including, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; the outcome of negotiations, conclusions of economic evaluations and studies; changes in project parameters and returns as plans continue to be refined; future price of oil and gas; drilling risks; political instability; insurrection or war; arbitrary changes in law; delays in obtaining governmental approvals or financing or in the completion of development activities. The forward looking statements in this Presentation speak only as of the date of this Presentation and are subject to change without notice. To the full extent permitted by law, the Company Group and the PetroNor Group and their respective directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions. Nothing in this Presentation will under any circumstances create an implication that there has been no change in the affairs of Company Group or the PetroNor Group since the date of this Presentation.

Investment risk

An investment in the Company shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company Group. The Company does not guarantee the performance of the Company or any particular rate of return on the performance on the Company Group, nor does it guarantee the repayment of capital from the Company or any particular tax treatment.

Not an offer

This Presentation is not and should not be considered an offer or an invitation to acquire Company shares or any other financial instruments or products and does not and will not form any part of any contract for the acquisition of the Company shares. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Company shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Competent person statements

The information in this Presentation relating to hydrocarbon resource estimates for the Company Group includes information compiled by Dr Adam Law, Geoscience Director of ERC Equipoise Ltd. Dr Law, is a post-graduate in Geology, a Fellow of the Geological Society and a member of the Society of Petroleum Evaluation Engineers. He has 18 years relevant experience in the evaluation of oil and gas fields and exploration acreage, preparation of development plans and assessment of reserves and resources. Dr Law has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.

The information in this Presentation relating to hydrocarbon resources for the PetroNor Group includes information compiled by AGR Petroleum Services AS ("AGR"). AGR has consented to the inclusion in this Presentation of the matters based on the information in the form and context in which it appears.

Disclaimer

The Company Group and the PetroNor Group advisers have not authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the advisers. To the maximum extent permitted by law, the Company Group and the PetroNor Group, and their respective representatives, advisers and their respective officers, directors, employees, agents or controlling persons (collectively, the Representatives) expressly disclaim all liabilities in respect of, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation or in any other documents furnished by the foregoing persons.

This Presentation speaks only as of the date hereof. The information in this Presentation remains subject to change without notice.

Becoming a full-cycle E&P independent

Business combination
with PetroNor E&P in an
all share transaction

Combination with PetroNor E&P Ltd (Cyprus) ("PetroNor") in an all share transaction through
issuance of 816m shares

Creates a material full-cycle E&P independent, to be renamed PetroNor E&P

Existing exploration upside largely protected for current shareholders
High margin production
from Congo-Brazzaville
assets

High margin and well diversified production currently of ~2,300 bbl/d net (OPEX ~USD 13/bbl1))
generating strong cash flow
2P oil reserves of 8.5 mmbbl2), with significant upside in discovered resources


Assets operated by Perenco
since January 2017, who has achieved significant cost reductions
and production increases with limited investments
Improved position
to extract value from
APCL portfolio

Solid financial and operational platform significantly improves APCL's position in ongoing
arbitration processes

Enables the opportunity to complete arbitration proceedings with additional upside for existing
shareholders through issuance of performance warrants

High impact exploration with gross unrisked resources of ~4.9bn bbl (The Gambia and Senegal)
Positioned for
long-term growth through
renewed strategic focus

Extensive network across Africa, continuously evaluating various farm-in and acquisition
opportunities

In negotiations for a producing offshore asset Nigeria with significant upside potential from
contingent resources to be developed

Stable production and net cash position ensures several funding alternatives are open

1) Estimate based on remaining field life. 2018 actual opex of ~USD 12/bbl

2) Independent competent person's report prepared by AGR as of 1.1.2018 with PNGF Sud adjusted for production during 2018

Summary of the transaction

Parameters
Acquisition of 100% of the shares in PetroNor E&P Ltd, a private limited
liability company incorporated on Cyprus

Indirect 10.5% ownership interest in PNGF Sud

Right under umbrella agreement to negotiate entry into a 14.7% indirect
interest in PNGF Bis1)

In negotiation for a producing asset offshore Nigeria

Effective date: 1.1.2019, net debt at ~USD 3.5m
Consideration
100% share consideration2)

PetroNor's
shareholders will own 84% of the company at closing
>
444,237,596 shares, 45.7%, to NOR Energy AS
>
371,961,246 shares, 38.3%, to Petromal

Sole Proprietorship
LLC, a subsidiary of Abu Dhabi based conglomerate National
Holding
Warrants4)
Shareholders of APCL will receive 155.5m warrants (1 warrant per
existing share) exercisable at no cost in event of reinstatement of the
licenses in The Gambia or Senegal and a cost-carried farm-in agreement
to these licenses being signed3)

NOR Energy AS and Petromal will receive 155.5m warrants which will
vest upon (i) signed farm-in agreement for a gas asset in Nigeria, and (ii)
a signed and legally binding gas offtake agreement relating to the gas
from such asset

Both sets of warrants will expire 31 December 2019
Corporate
matters

The Board of APCL recommends the transaction, and members of the
Board and executive management holding shares have agreed to vote
in favour
of the transaction in the company's general meeting

According to Australian law an independent expert opinion has been
commissioned

15,740,000 existing options will be replaced with 8,513,848 warrants
under the same terms as described above for the warrants to APCL
shareholders.

Transaction summary Simplified group structure4)

Pro-forma ownership

1) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

2) As the effective date of the transaction is 1 January 2019, the current shareholders will be entitled to the dividends declared for PetroNor for the financial year ended 2018

3) APCL in dispute on its licenses in The Gambia and Senegal

4) More details in appendix

Introduction to PetroNor

Company introduction

Africa focused E&P company

Founded by Hemla & Petromal

Strong operational experience and partnerships

Extensive network in Africa ensuring strong deal pipeline

Full-cycle platform with significant upside

Standalone key metrics

8.5 mmbbl of net 2P Reserves

7.6 mmbbl of net 2C Resources1)

~2,300 bbl/d of net oil production

History in brief

2019 reserves and resources

According to AGR independent competent person's reports per 1.1.2018 adjusted for production 2018

1) Including 2C resources for PNGF Bis

2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

Geographical Location

  • PNGF Sud is located 25 km off the coast of Pointe Noire
  • Comprises of four producing fields
  • Oil is exported via the Djeno terminal, and via the Nkossa FPSO
  • PNGF Bis is located to the northwest of PNGF Sud, c. 11km from its producing fields
  • Three exploration wells to date
  • Two wells have flowed oil on test

PNGF Sud and PNGF Bis overview

PNGF Sud (10.5% net interest through HEPCO1)) PNGF Bis (14.7% net interest through HEPCO3)

Field description

  • Shallow waters (80-100m)
  • New license group from 1 January 2017, Perenco assumed operatorship
  • Production up 40% and significant cost improvements

  • Off-take agreement for oil with ENI S.p.a. in place effective from January 2019

  • Further potential to increase production through workover and infill drilling
  • Facilities: Seven steel jackets as drilling or processing centers
  • Oil exported through the Djeno terminal and the Nkossa FPSO
  • 2018 average production ~20,200 bbl/d on gross basis
  • Operator budget for 2019 of ~21,200 bbl/d (max. recorded YTD ~24,200 bbl/d)

Key details (gross)4)

Start Reserves & resources Current
Production5)
Producing
Field year 2P 2C wells STOOIP
mmbbl mmbbl bbl/d # mmbbl
Tchibouela 1987 47.91 12.00 12,500 33 783
Tchendo 1991 19.29 10.80 4,700 17 1,028
Tchibeli 2000 10.92 6.74 3,000 3 134
Litanzi 2006 3.25 2.64 1,400 1 70
Total 81.37 32.18 21,600 54 2,015

1) Hemla E&P Congo S.A, a subsidiary of PetroNor

2) PNGF Sud indirect interest of 10.5% to PetroNor and PNGF Bis 14.7% through ownership in Hemla E&P Congo

)

Field description

  • Adjacent to PNGF Sud: Loussima and Loussima SW discoveries
  • Subject to final agreement on license terms, PetroNor, Perenco and SNPC have the right to enter into the license
  • Currently in negotiations

  • Low-risk phased development
  • Test production planned 2020 subsequent FID

  • Development plan to use jack-up with minimum topside upgrading and 11km catenary pipeline to Tchibouela

Key details (gross)4)

Project Resources
2C
STOIIP ESTIMATED
CAPEX
mmbbl mmbbl USDm
Test well 1.9 ~37
Full field dev. 27 ~235
Total 28.9 90 ~272

3)The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

4) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production

5) December 2018 production outlook from the operator

Strong production and significant upside potential

Key considerations Production outlook (net to PetroNor)

1) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018e production

2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of

the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

3) Management estimates based on current information available from operator

High impact APCL exploration upside retained

Comments

  • High impact exploration acreage with ~4.9bn bbl unrisked prospective oil resources
  • 9 prospects in Senegal, and 11 prospects in The Gambia
  • Licenses are in dispute and APCL is in arbitration with local governments regarding title status
  • The arbitration proceedings have stalled the farmdown processes
  • As of 1 March 2019, APCL had a cash balance of USD 5.3 million
  • Combination with PetroNor is expected to have positive impact on ongoing farm-down and arbitration processes
  • Upside largely maintained for current shareholders through the issuance of warrants given farmdown/arbitration success

Senegal and The Gambia acreage

Net unrisked mean prospective oil resources1)

1) Independent competent person's reports from ERC Equipoise 12 March 2015

Proposed management & BoD following the combination

Complementary capabilities

Production

Development

Exploration

Africa knowledge

Business development

Management

Jens Pace (CEO, Director) Knut Søvold (COO, Director)

  • 30 years at BP, and heritage company Amoco, gaining E&P leadership experience in Africa, Europe and Russia
  • Managed an active exploration portfolio for BP in North Africa
  • Additional experience in the areas of field development and as commercial manager

Stephen West (CFO and Director)

  • 20+ years of financial and corporate experience from public practice, oil & gas, mining and investment banking
  • Fellow Chartered Accountant with Bachelor of Commerce (Accounting and Business Law) • Non-Executive Chairman of Zeta Petroleum
  • (ASX:ZTA)

Michael Barrett (Exploration Manager)

• 20 years global exploration experience from his career at Chevron, and more recently at Addax/Sinopec International

• Variety of technical roles covering exploration and new ventures, and was part of Chevron's global Exploration Review Team, specialising in Play and Prospect risk assessment, volumetric analysis, commercial evaluation and portfolio management

Board of Directors

Eyas Alhomouz (Chairman, Petromal)

  • 20+ years full cycle oil and gas experience Worldwide career experience with multinationals and independents
  • Currently CEO of Petromal part of National Holding Group
  • Masters in Energy and Mineral Economics from Colorado School of Mines and a BSc in chemical engineering

Jens Pace (CEO and Director) Knut Søvold (COO and Director)

  • 30 years' E&P experience (executive and technical) Worldwide field & license experience. Previously
  • part of mgmt team of Snorre Field producing 200 kboepd, West Africa focus since 2000
  • 10 years' experience with FLNG, est. Pangea LNG MSc in Petroleum from The Institute of Technology in Trondheim, Norway

Gerhard Ludvigsen (BD Manager)

  • Founder of several companies in Norway and internationally within oil & gas
  • Previous advisor for a leading investment bank in Norway
  • Strong network in the international E&P industry

Claus Frimann-Dahl (CTO)

  • 30 years' E&P experience (technical & management)
  • Operator experience (Phillips, Norsk Hydro & Hess)
  • Co-founder of Ener Petroleum
  • BSc in Petroleum Engineering from Texas A&M University and an Msc from The Institute of Technology in Trondheim, Norway

Other board members:

  • Timothy Turner (Australian national)
  • David King (Australian national)
  • Bjarne Moe
  • Joseph Iskander (Head of Investments, Emirates International Investment Company, National Holding)

Tentative timeline until transaction completion

Transaction signed 19 March 2019, completion subject to all conditions being fulfilled, i.a:

  • Approval of the APCL shareholders in a general meeting
  • Confirmation from OSE that listing will be maintained following completion of the transaction
  • No material adverse change

Key considerations Timeline (subject to change)

Transformational combination with PetroNor E&P

Summary of the transaction and rationale

The transaction will transform the company from a pure-play exploration company into a full cycle E&P company with material reserves, cash flow and significant upside potential

Appendix

Petromal NOR Energy

Company Introduction Company Information

  • Petromal is an Abu Dhabi based integrated oil and gas company with operations and investments in the upstream, downstream, oil field service and EPC sectors
  • Petromal geographic focus is the UAE and West Africa through direct investment or through strategic public and private partnerships
  • Petromal is a subsidiary of National Holding, one of Abu Dhabi's largest privately held conglomerates
  • National Holding invests mainly in key growth sectors in the UAE and the MENA region, with a growing international portfolio of investments across different sectors

  • NOR Energy is a Norwegian upstream oil and gas E&P

  • Starting in 2005, NOR Energy has been involved in different companies and projects worldwide and has strong experience within oil and gas
  • NOR Energy had licenses and operations in the North Sea, Czech Republic, as well as in Tanzania
  • Within gas, the NOR Energy team has been involved in multiple LNG projects, including a FLNG project of 3.4 MTPA until FID with 20-year offtake for volumes and an LNG project in South Texas until FID phase

PetroNor corporate structure

  • PetroNor is 50% owned by NOR Energy AS and 50% by Petromal
  • The economic ownership interest to PetroNor is divided into 54.428% for NOR Energy and 45.572% for Petromal
  • Operating organisation is situated in PetroNor E&P AS
  • PetroNor E&P owns its interests in PNGF Sud through controlling interests in Hemla Africa Holding AS and Hemla E&P Congo SA
  • PNGF Bis contemplated owned through the same structure
  • With more than 2/3 ownership, PetroNor is in full control of decisions in these companies

Comments Corporate structure

10.5% net interest to PetroNor 14.7% net interest to PetroNor

The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

1) Some of the shares held by Symero in HAH will over time be distributed to the minority shareholders in HEPCO

Terms of warrants

APCL warrants

  • Amount: 155,466,446 (shareholders) plus 8,513,848 (management) warrants
  • 15,740,000 existing options will be replaced with 8,513,848 warrants under the same terms as set out below
  • 3,370,638 options to remain under existing scheme
  • The warrants will vest upon (i) the reinstatement of the A1 and A4 licenses in The Gambia or reinstatement of the SOSP license in Senegal, whichever comes first, and (ii) a farm-in agreement to these licenses being signed and legally binding, where the company will be fully carried for the current phase work program under the licenses, on commercially acceptable terms approved by the company board
  • The warrants are exercisable with no cost upon granting or vesting
  • The warrants will not be listed or tradable and shares issued pursuant to the warrants will not be listed or tradable until the warrants vesting event has occurred and the warrants have been exercised accordingly
  • The warrants will lapse without compensation to the holder(s) if the vesting event has not occurred within 31 December 2019

PetroNor warrants

  • Amount: 155,466,446 warrants
  • The PetroNor warrants will vest upon (i) signed acquisition/farm-in agreement for a gas asset in Nigeria, and (ii) a signed and legally binding gas offtake agreement relating to the gas from such asset, both agreements on commercially acceptable terms approved by the company board
  • The warrants are exercisable with no cost upon granting or vesting
  • The warrants will not be listed or tradable and shares issued pursuant to the warrants will not be listed or tradable until the warrants vesting event has occurred and the warrants have been exercised accordingly
  • The warrants will lapse without compensation to the holder(s) if the vesting event has not occurred within 31 December 2019

Post transaction ownership

Fully diluted number of shares

Pre transaction Post closing
APCL 1
155,466,446
155,466,446
APCL warrants 155,466,446
Existing options to be replaced 15,740,000 8,513,848
Existing options 3,370,638 3,370,638
APCL total 174,577,084 322,817,378
2
PetroNor 816,198,842
3
PetroNor warrants 155,466,446
PetroNor warrants 971,665,288
4
Fully diluted # shares 174,577,084 1,294,482,666

Ownership scenarios APCL shareholders

APCL exploration licenses

  • 90% operated working interest in exploration blocks1). The National Oil Company Petrosen, holds the remaining 10% equity
  • Rufisque Offshore Profond ("ROP")
  • Senegal Offshore Sud Profond ("SOSP")
  • Located offshore southern and central Senegal, with a net acreage of 14,216km2
  • Current phase of the ROP PSC ended in 2015
  • In January 2018, APCL initiated arbitration proceedings with ICSID2) to protect its interest in ROP and SOSP licenses

1) Licenses are in dispute and APCL is in arbitration with local governments regarding title 2) International Centre for Settlement of Investment Disputes

Senegal The Gambia

  • 100% operated working interest in exploration blocks1)
  • A1
  • A4
  • The company has acquired an extensive amount 3D seismic survey with data covering 2,672km2
  • Multiple prospects analogous to Cairn Energy operated discoveries SNE-1, 2, 3 and 4, BEL-1 and FAN-1
  • In October 2017, APCL initiated arbitration proceedings with ICSID2) to protect its interests in the A1 and A4 licenses

PNGF Sud infrastructure

Area infrastructure

Tchibouela / Est

  • Age: 1987 / 1998
  • Processing platform
  • Four well head platforms
  • Oil exported to Djeno Terminal
  • Operated by Perenco

Tchendo / Litanzi

  • Age: 1991 / 2006
  • Well head platform + sub-sea wells
  • Oil exported to Djeno Terminal
  • Operated by Perenco

Tchibeli

  • Well head platform
  • Tie-back to Nkossa FPSO
  • Operated by Perenco

Appendix: Tchibouela

Discovered/
started
Main (1983/1987)
Est (1985/1998)
Depth of
water
80m
Reservoir
depth
300-1,000m
2P/2C
reserves1)
47.9 / 12.0 mmbbl
Oil quality 27 °
API
Comments Work performed in 2018

Restart following Cenomanian well isolations. Change of ESP
and controlled sequence restart. + 1,000 bbl/d2)
Saturation log run and ESP upsizing. +150 bbl/d2)

Acid stimulation by bull-heading. +200 bbl/d2)


Surface work upgrades –
water injection pumps, boiler
replacement and power upgrades
Planned activities in 2019

Geological and dynamics model update for further well
development planning

Tchibouela
East back up on production

Several ESP changeouts
and/or upsizing

Several stimulation jobs, re-perforations and water shut-off
optimization jobs (Cenomanian to Turonian conversions)

Field introduction Historical production

Oct-87 Aug-90 Jun-93 Apr-96 Feb-99 Dec-01 Oct-04 Aug-07 Jun-10 Apr-13 Feb-16

Production & reservoirs details

Field Producing
# wells
Current
Production bbl/d3)
Production Tchibouela Main 33 12,500
Tchibouela East - Production ceased,
planned resume in 2019
Field Reservoir Produced
mmbbl
Recovery
factor
Tchibouela Turonian 236 60.5 26%
Reservoir Main Cenomanian 548 260.8 48%
Tchibouela Turonian 43 1.3 3.1%
East Cenomanian 76 12.5 16%

1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchibouela expected to produce total amount of 4.5mmbbl in 2018

2) 100% participation interest basis

Appendix: Tchendo

Discovered/
started
1979/1991 30
Depth of
water
95m 25
20
Reservoir
depth
450-750m mboe/d
15
2P/2C
reserves1)
19.3 / 10.8 mmbbl 10
5
Oil quality - 0
Comments Work performed in 2018

Several ESP replacements. + 500 bbl/d2)


exchanger, cold frac
Planned activities in 2019

development planning

Wellwork
Several re-perforations and acid jobs. +400 bbl/d2)
Surface work upgrades –pumps, compressor(s), amine
renewal and power upgrades
Geological and dynamics model update for further well
includes water shut-off, proppant
cleanout,
conversion from Cenomanian to Turonian and ESP changeouts

Field introduction Historical production

Production & reservoirs details

Producing
# wells
Current
Production bbl/d3)
Production 17 4,700
Reservoir STOOIP
mmbbl1)
Produced
mmbbl
Recovery
factor
Senonian 621 11.7 1.9%
Reservoir Turonian 138 41.6 30%
Cenomanian 31 17 55%

1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchendo expected to produce total amount of 1.6mmbbl in 2018

2) 100% participation interest basis

Appendix: Litanzi

Discovered/
started
1990/2006
Depth of
water
100m
Reservoir
depth
1,600m
2P/2C
reserves1)
3.3 / 2.6 mmbbl
Oil quality 38 °
API
Comments Reservoir Albian
(R3)

Consisting of silts, carbonates & sands
Previsions 2018

Ramp-
up after workover in January

End platform debottlenecking project in May

ESP replacement
Planned activities in 2019

development planning

No planned wellwork
Geological and dynamics model update for further well

Field introduction Historical production

Jun-06 Jul-07 Aug-08 Sep-09 Oct-10 Nov-11 Dec-12 Jan-14 Feb-15 Mar-16 Apr-17

Production & reservoirs details

Producing
# wells
Current
production
bbl/d2)
Production 1 1,400
Reservoir Reservoir
Albian
STOOIP
mmbbl1)
70
Produced
mmbbl
9.0
Recovery
factor
12.9%

1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Litanzi expected to produce total amount of 0.4mmbbl in 2018

Appendix: Tchibeli

Discovered/
started
1986/2000
Depth of
water
100m
Reservoir
depth
2,000m mboe/d
2P/2C
reserves1)
10.9 / 6.7 mmbbl
Oil quality 38 °
API
Comments Planned improvements

Geological and dynamics model update for further well
development planning

Process upgrade

Installation of pipeline H1 2019 to avoid unnecessary
processing charge (OPEX) on Nkossa
Main specification of Project

Installation of 13 km 8" pipeline between TBIF1 and TAP

Investment USD 10m –
savings USD 4.5m pa

Field introduction Historical production

Production & reservoirs details

Producing
# wells
Current
production
bbl/d2)
Production 3 3,000
Reservoir Reservoir
Albian
STOOIP
mmbbl1)
134
Produced
mmbbl
27.9
Recovery
factor
21.0%

1) ) Independent competent person's report prepared by AGR, volumes as of 1.1.2018 adjusted for 2018 production. Tchibeli expected to produce total amount of 0.9mmbbl in 2018

Summary of independent competent person's report and production 2018

Net (PNGF Sud 10.5%, PNGF Bis 14.7%2) Gross )

AGR Technical
Production
Adjusted 2P reserves
Report
1.1.20181)
1.1.2018-31.12.2018
1.1.2019
AGR Technical
Report
1.1.2018
Production
1.1.2018-31.12.2018
Adjusted 2P reserves
1.1.2019
2P reserves
Asset Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Oil
mmbbl
Gas3)
bcf
Boe
mmboe
Tchibouela
Tchendo
52.5
20.8
21.4
7.3
56.3
22.1
4.6
1.5
3.5
0.4
5.2
1.6
47.9
19.3
17.9
6.9
51.1
20.5
5.5
2.2
2.2
0.8
5.9
2.3
0.5
0.2
0.3
0.1
0.5
0.1
5.0
2.0
1.9
0.7
5.4
2.2
Tchibeli
Litanzi
11.8
3.7
3.2
2.5
12.3
4.1
0.9
0.4
0.3
0.3
0.9
0.5
10.9
3.3
2.9
2.2
11.4
3.6
1.2
0.4
0.3
0.3
1.3
0.4
0.1
0.1
0.0
0.1
0.1
0.0
1.1
0.3
0.3
0.2
1.2
0.4
Total 88.8 34.4 94.9 7.4 4.6 8.2 81.4 29.8 86.7 9.3 3.6 10.0 0.8 0.5 0.9 8.5 3.1 9.1
2C resources
Tchibouela 12.0 4.9 12.9 1.3 0.5 1.4
Tchendo
Tchibeli
10.8
6.7
3.8
1.9
11.5
7.0
1.1
0.7
0.4
0.2
1.2
0.7
Litanzi 2.6 1.8 2.9 0.3 0.2 0.3
Loussima
(Bis)
28.9 0.0 28.9 4.2 0.0 4.2
Total 61.0 12.4 63.2 7.6 1.3 7.9

1) Independent competent person's report prepared by AGR dated October 2018

2) The PNGF Sud license partnership has the right to negotiate with the Republic of Congo in good faith license terms to enter into a PSC for PNGF Bis, where PetroNor, subject to successful completion of the ongoing negotiations, is expected to have

a 14.7% indirect interest (i.e. its pro-rata share of participants in the license negotiations)

3) Gas used for extraction and fueling of production facilities

PNGF Sud fiscal regime

Fiscal regime Comments

Government take (real)1)
Average netback @ USD 70/bbl
Royalty 15 % USD/bbl
Royalty
70
11
Cost Stop 50 % -
55 %
OPEX 13
Profit oil to
Contractor
50% -
30%
Profit oil
Bonus
non.rec. costs
25
0
Super profit oil
to Contractor
34% -
30%
Netback 21
~30%
Price ceiling (USD/bbl, inflated): (real)1)
Average netback @ USD 50/bbl
Current period
(real)
40-90 USD/bbl 50
Royalty 8
Next period
(real)
40 OPEX 13
Profit oil 15
Netback 15
~29%
  • Fiscal terms specific to each asset
  • Royalty of 15%
  • Cost stop of 50% 55%
  • Profit oil share dependent on cumulative oil produced from the individual fields
  • 50% until 20mmbbl, thereafter 45% (Tchibouela)
  • 50% until 15mmbbl, thereafter 30% (Tchendo)
  • 50% (Tchibeli/Litanzi)
  • Super profit oil receivable: differential of the actual achieved oil price and the ceiling price (only applicable if super profit > 0)
  • Price ceiling covers maximum amount of cost oil to be recovered and the super profit
  • Current period for Tchibouela until 2025, Tchendo until Q1 2024 and Tchibeli/Litanzi until Q3 2023
  • Netback ~30% of realized oil price

Contact details

African Petroleum Corporation

48 Dover Street United Kingdom London, W1S 4FF

T: +44 (0) 203 655 7810 E: info@africanpetroleum.co.uk

http://www.africanpetroleum.com.au/

PetroNor E&P

Karenslyst Alle 4 Norway Oslo, 0278

T: +47 22 55 46 07 E: [email protected]

www.petronorep.com

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