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GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2013
Dec 30, 2013
49098_rns_2013-12-30_8e463282-fce0-4584-9449-b46a813786ed.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in New Times Energy Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
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NEW TIMES ENERGY CORPORATION LIMITED
新 時 代 能 源 有 限 公 司[*] (incorporated in Bermuda with limited liability)
(Stock Code: 00166)
MAJOR TRANSACTION
AND
NOTICE OF SPECIAL GENERAL MEETING
Financial Adviser to the Company
A letter from the board of directors of the Company is set out on pages 6 to 18 of this circular.
A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be convened and held at 3rd Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 16 January 2014 at 3:00 p.m. is set out on pages N-1 and N-2 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.
- For identification purpose only
31 December 2013
CONTENTS
| Page | ||
|---|---|---|
| DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . | 1 | |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
| APPENDIX I | — FINANCIAL INFORMATION ON THE GROUP . . . . . . . . . . . . . |
I-1 |
| APPENDIX II | — ACCOUNTANT’S REPORT ON | |
| THE PARTICIPATING INTEREST . . . . . . . . . . . . . . . . . . . . . . . . |
II-1 | |
| APPENDIX III | — UNAUDITED PRO FORMA FINANCIAL INFORMATION | |
| OF THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
III-1 | |
| APPENDIX IV | — FURTHER INFORMATION ON THE JV . . . . . . . . . . . . . . . . . . . . . | IV-1 |
| APPENDIX V | — COMPETENT PERSON’S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . | V-1 |
| APPENDIX VI | — VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI-1 |
| APPENDIX VII | — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VII-1 |
| NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
– i –
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
A. DEFINITIONS
Terms or expressions used in this circular shall, unless the context otherwise requires, have the meanings ascribed to them below:
-
‘‘Acquisition’’
-
the proposed acquisition of the Participating Interest
-
‘‘AR$’’ Argentine Peso(s), the lawful currency of Argentina
-
‘‘Assets’’ the 38.15% interest of the Vendor in the assets of the JV
-
‘‘Board’’ the board of directors of the Company
-
‘‘Business Day’’
-
a working day in Argentina other than a Saturday or Sunday or non-working holiday in the City of Buenos Aires, Argentina
-
‘‘Closing’’ completion of the Acquisition
-
‘‘Company’’
-
New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange
-
‘‘Competent Person’s the Competent Person’s Report set out in Appendix V to this Report’’ circular, issued by Roma in accordance with the requirements under the Listing Rules
-
‘‘Concession’’
-
the hydrocarbons exploitation rights on the Palmar Largo Block granted to YPF, one of the JV partners, for the exploration, development and exploitation of hydrocarbons for a term of 25 years from 23 December 1992 to 23 December 2017, extendible for another 10 years up to 23 December 2027 upon the unanimous decision of the JV parties and the approval of the Secretary of Energy and the Governor of each of the relevant province through a Decree
-
‘‘connected person’’
-
has the meaning ascribed to it under the Listing Rules
-
‘‘Director(s)’’ the director(s) of the Company
-
‘‘Effective Date’’ 30 June 2013
-
‘‘Employees’’ all of the Vendor’s employees who serve full-time for the benefit of the JV and certain Vendor’s employees who serve part-time for the benefit of the JV
-
‘‘Enlarged Group’’
-
the Group immediately after completion of the Acquisition
– 1 –
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
-
‘‘Group’’, ‘‘we’’ or the Company and its subsidiaries ‘‘our’’
-
‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong
-
‘‘independent third parties who, to the best knowledge, information and belief of parties’’ the Directors and having made all reasonable enquiries, are independent of the Company and its connected persons (as defined in the Listing Rules)
-
‘‘JV’’ Palmar Largo UTE, the joint venture formed pursuant to the JV Contract
-
‘‘JV Ancillary all contracts formalised by the JV, by the Vendor acting for Contracts’’ and on behalf of the JV and/or on behalf of itself but within the JV object
-
‘‘JV Contract’’
-
the joint venture contract that aims at the exploration, development and exploitation of hydrocarbons in the Palmar Largo Block signed on 24 November 1992 between YPF, the Vendor and two independent third parties and as subsequently amended on 21 July 1993, 10 July 1996, 24 September 1999, 20 September 2001, 25 February 2003, 30 May 2006 and 28 April 2010
-
‘‘Latest Practicable 27 December 2013, being the latest practicable date prior to Date’’ the printing of this circular for ascertaining certain information in this circular
-
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
-
‘‘Offer Letters’’ the two offer letters both dated 9 September 2013 (as amended on 8 October 2013, 15 October 2013, 18 November 2013 and 20 December 2013) from the Vendor to the Purchaser in respect of sale of the Participating Interest
-
‘‘Palmar Largo Block’’ the exploitation area, which exploitation right was granted under the Concession, located in the Provinces of Salta and Formosa, Argentina
-
‘‘Participating Interest’’ the Rights and the Assets
-
‘‘Purchaser’’ High Luck Group Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company
-
‘‘PwC Argentina’’
-
Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina
– 2 –
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
-
‘‘Right of First Refusal’’ the right of first refusal of the other parties to the JV Contract to purchase the Rights
-
‘‘Rights’’ the rights and obligations of the Vendor in the JV to be acquired/assumed under the Acquisition
-
‘‘Roma’’ Roma Oil and Mining Associates Limited
-
‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
-
‘‘SGM’’ the special general meeting of the Company to be convened to approve the Acquisition and the transactions contemplated under the Acquisition
-
‘‘Share(s)’’ ordinary share(s) of HK$0.50 each in the share capital of the Company
-
‘‘Shareholder(s)’’ shareholder(s) of the Company
-
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
-
‘‘US$’’ United States dollar(s), the lawful currency of the United States of America
-
‘‘Valuation Report’’ the report on the Participating Interest set out in Appendix VI to this circular, issued by Roma in accordance with the requirements under the Listing Rules
-
‘‘VAT’’ value added tax of Argentina
-
‘‘Vendor’’ Pluspetrol Sociedad Anónima
-
‘‘YPF’’ YPF Sociedad Anónima, holder of the Concession
– 3 –
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
B. GLOSSARY OF TECHNICAL TERMS
Terms or expressions used in this circular shall, unless the context otherwise requires, have the meanings ascribed to them below:
-
‘‘bbl’’ barrel(s)
-
‘‘condensate’’ liquid petroleum excluding crude oil and LPG produced at surface by processing or separation of natural gas from gaseous/gas condensate reservoir
-
‘‘crude oil’’
-
liquid petroleum, other than condensate and LPG, produced by separation at the surface from a liquid reservoir in its natural state before the same has been refined but after extraction of water and foreign substances
-
‘‘hydrocarbons’’
-
crude oil, natural gases and liquefied gases in any of the conditions and relationships in which they are connected
-
‘‘km’’ kilometre(s)
-
‘‘km[2] ’’ square kilometre(s)
-
‘‘liquefied gases’’ propane or butane
-
‘‘m’’ metre(s)
-
‘‘m[2] ’’ square metre(s)
-
‘‘m[3] ’’ cubic metre(s)
-
‘‘m[3] /d’’ cubic metre(s) per day
-
‘‘Mboe’’ thousand barrels of oil equivalent
-
‘‘Mboed’’ thousand barrels of oil equivalent per day
-
‘‘MMboe’’ million barrels of oil equivalent
-
‘‘md’’ mili darcies
-
‘‘Mm[3] ’’ thousand(s) of cubic metres
-
‘‘Mm[3] /d’’ thousand(s) of cubic metres per day
-
‘‘MMm[3] ’’ million(s) of cubic metres
– 4 –
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
- ‘‘natural gas’’
all hydrocarbons which at standard atmospheric conditions of pressure and temperature are in a gaseous phase including non-hydrocarbon gas which is in association with and produced together with such gaseous hydrocarbons
-
‘‘possible reserves’’
-
possible reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than probable reserves
-
‘‘PRMS’’
-
the Petroleum Resources Management System published by the Society of Petroleum Engineers, American Association of Petroleum Geologists, World Petroleum Council and Society of Petroleum Evaluation Engineers in March 2007 as amended from time to time
-
‘‘probable reserves’’ probable reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but more certain to be recovered than possible reserves
-
‘‘proved reserves’’
-
proved reserves are those quantities of petroleum which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations
This circular contains translations between US$ and HK$ at the rate of US$1.00 = HK$7.75 and between US$ and AR$ at the rate of US$1.00 = AR$7.7726. The translations are indicative and should not be taken as a representation that the relevant currencies could actually be converted at such rates.
Numbers described in thousands or millions in this circular have been rounded to the nearest thousand or million, as the case may be.
Any discrepancies in any table in this circular between the total shown and the sum of the amounts listed are due to rounding.
– 5 –
LETTER FROM THE BOARD
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NEW TIMES ENERGY CORPORATION LIMITED
新 時 代 能 源 有 限 公 司[*] (incorporated in Bermuda with limited liability)
(Stock Code: 00166)
Executive Directors: Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief Executive Officer) Mr. Wong Tai Cheung, Andrew (Chief Financial Officer)
Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Non-executive Director:
Mr. Paul Lincoln Heffner
Independent Non-executive Directors: Mr. Chan Chi Yuen Mr. Chiu Wai On Mr. Wong Man Kong, Peter Mr. Yung Chun Fai, Dickie
Head Office and Principal Place of Business: Room 1007–08 10/F., New World Tower I 18 Queen’s Road Central Central, Hong Kong
31 December 2013
To the Shareholders
Dear Sir or Madam,
MAJOR TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING
A. INTRODUCTION
It was announced on 19 November 2013 (Hong Kong time) that the Purchaser, a wholly owned subsidiary of the Company, accepted the Offer for the acquisition of the Participating Interest from the Vendor for a total cash consideration of AR$101,043,645, adjustable with exchange rate variation or, at the option of the Vendor, US$13 million (equivalent to about HK$100,750,000).
For the Company, the Acquisition is a major transaction under the Listing Rules which requires the approval of Shareholders in general meeting. The purpose of this circular is to give you further details of the Acquisition and to convene the SGM to consider and, if thought fit, pass the necessary resolution to approve the Acquisition.
- For identification purpose only
– 6 –
LETTER FROM THE BOARD
- B. ACCEPTANCE OF OFFER CONTAINED IN THE OFFER LETTERS DATED 9 SEPTEMBER 2013 (AS AMENDED ON 8 OCTOBER 2013, 15 OCTOBER 2013, 18 NOVEMBER 2013 AND 20 DECEMBER 2013)
Parties:
Vendor: Pluspetrol Sociedad Anónima Purchaser: High Luck Group Limited, a wholly owned subsidiary of the Company
The Purchaser accepted the Offer on 19 November 2013 (Hong Kong time).
Assets to be acquired:
A 38.15% participating interest in the JV, consisting of the Rights and the Assets attributable to the Vendor as follows:
-
. Rights refer to (i) the 38.15% share that the Vendor has in all of the obligations and rights arising from the JV Contract together with all rights, title, interest, fixtures, benefits and privileges of the Vendor attributable to the JV Contract and, through it, to the Concession, (ii) all rights that the Vendor has regarding to JV Ancillary Contracts, (iii) all rights in and to the oil, gas, water and injectors wells located within the Concession, (iv) all rights in and to the property and other fixtures of the Concession used for the operation thereof, or for the production, processing, sale or disposal of hydrocarbons or water produced in the Concession, including but not limited to salt water disposal wells, pipelines, storage systems, facilities compression located within the Concession, and (v) all rights of the Vendor has in and to crude oil, natural gas and other hydrocarbons and minerals and gaseous substances produced in the Concession after Closing (the rights and obligations of the JV partners under the JV Contract is set out in the sub-paragraph headed ‘‘The JV’’ of the paragraph headed ‘‘Information on the Concession and the JV’’ below)
-
. Assets refer to the Vendor’s 38.15% interest in the production equipment and facilities required to perform and execute the exploitation of the Concession under the JV. As at 31 December 2012, the JV had total fixed assets amounted to AR$69,972,624 (about HK$110,327,935) and the fixed assets attributable to the Vendor’s 38.15% interest in the JV was about AR$26,694,556 (about HK$42,090,107)
-
. The operator role of the JV to be transferred from the Vendor
The effective date for the Acquisition is 30 June 2013. Hence, the exploitation operating results of the JV attributable to the Rights after the Effective Date accrue to the Purchaser.
– 7 –
LETTER FROM THE BOARD
The exploitation operating results represent the net profit/loss in each calendar month calculated on the basis of agreed accounting principles. If the exploitation operating results during such period are positive, the Vendor will pay the profit to the Purchaser, and if the results are negative, the Purchaser will pay to the Vendor an amount equal to the loss.
The Vendor shall submit to the Purchaser the exploitation operating results for the period between 1 July 2013 and up to the date of Closing within 15 Business Days since the last Business Day from the month in which Closing occurs.
The Purchaser will also assume and comply with, and indemnify the Vendor from, all liabilities incurred by the Vendor in relation to the Participating Interest in respect of the environmental law of Argentina, except for the following obligations incurred by the Vendor before the Closing:
-
all obligations related to private landowner compensations in the Concession area, accrued during the operation of the Concession area, before the Closing;
-
all labour, pension, social security, union or civil obligations tied to the Employees previous to the Closing; and
-
all payment obligations related to taxes on the Assets and oil royalties corresponding to the Vendor’s share of the production in the Concession before the Closing.
On 14 November 2013, the operating committee of the JV decided by majority vote that, subject to the fulfillment of certain conditions, they will designate the Purchaser as operator of the JV. The Company expects to satisfy all conditions prior to Closing.
Employees:
The JV is managed as a self-contained operating unit. The Vendor, in the capacity as the JV’s operator, is responsible to hire employees necessary to carry out the operations of the JV.
Following the Closing, the Purchaser will employ all Employees on equal wages and conditions that they are receiving from the Vendor.
Currently, the workforce comprises mostly of Argentine nationals. The average length of service of the Employees is 15 years and include, among others, production and construction staff.
– 8 –
LETTER FROM THE BOARD
Consideration and payment terms:
The consideration is AR$101,043,645, adjustable with exchange rate variation or, at the option of the Vendor, US$13 million (equivalent to about HK$100,750,000), comprising the Rights price of AR$71,312,476 (about HK$71,105,233) and Assets price of AR$29,731,169 (about HK$29,644,767), and is payable as follow:
-
first deposit of AR$15,545,176 or US$2 million (equivalent to about HK$15,500,000) was paid by the Purchaser on 2 October 2013;
-
second deposit of AR$23,317,764 or US$3 million (equivalent to about HK$23,250,000) was paid by the Purchaser on 19 November 2013; and
-
the balance of AR$62,180,705 or US$8 million (equivalent to about HK$62,000,000) will be paid in escrow on 7 January 2014 and settled at the Closing.
Pursuant to the JV Contract, the other JV partners have the Right of First Refusal to purchase the Participating Interest from the Vendor within 30 days from the date of the Vendor’s notification of the proposed sale to the Purchaser. The Vendor served notice of the Right of First Refusal to other JV partners and no JV partners exercised their Right of First Refusal up to the expiry date. If the Purchaser is not designated as operator of the JV, the Vendor shall refund to the Purchaser all deposit paid.
The consideration was arrived at after arm’s length negotiations. The Rights price is determined with reference to the future estimated crude oil output up to the expiry of the Concession and the local market prices of crude oil. According to an independent assessment performed by a technical expert, Roma, the total proved reserves attributable to the Vendor’s 38.15% participating interest up to the expiry of the Concession are equivalent to approximately 542,202 barrels of crude oil (or equivalent to approximately 86,203 m[3] of crude oil). Based on the estimated future output, the Rights price per barrel is approximately US$21, representing a discount of 72% to the average unit selling price of crude oil net of royalties for the last two years at approximately US$74 per barrel. The Assets price is determined with reference to the book value of production equipment and facilities attributable to the Vendor’s 38.15% participating interest in the JV.
The Directors consider that the terms of the Acquisition are fair and reasonable and in the interests of the Shareholders as a whole.
Funding:
The first and second deposits were funded from internal resources.
The balance of the consideration will be funded from internal resources and borrowings.
– 9 –
LETTER FROM THE BOARD
Conditions of the Acquisition:
The key conditions for the Closing are as follow:
(1) Compliance of the Right of First Refusal procedure
The Vendor has notified the transaction conditions to the JV members according to the procedure established in the JV Contract. Two of the JV partners, including YPF, explicitly answered on 6 November 2013 that they would not exercise the Right of First Refusal. The remaining JV partner had not answered in the 30 day period established in the JV Contract and it means that its Right of First Refusal was lapsed upon the expiry of 30 day period. This condition has been fulfilled.
(2) Payments
The Purchaser has already paid the first and second deposits. The balance of the payment will be made at the Closing.
(3) Transfer of the status of JV operator of the Concession
The JV members have approved the Purchaser as JV operator of the Concession subject to the compliance with certain conditions. The conditions are still in the process of negotiation and will be finalised before the Closing.
(4) Relevant authorizations and approvals
The Vendor and the Purchaser shall obtain all necessary authorisations, consents or permission to the implementation of the Acquisition respectively, including but not limited to Shareholders’ approval of the Acquisition as required under the Listing Rules. To the best of our knowledge, the Acquisition can proceed according to local regulations regarding the transfer of the Concession rights and Assets of the Vendor. At the Closing, the Purchaser and the Vendor are required to inform the Secretary of Energy of the Provinces of Formosa and Salta about the transaction.
Save for the Purchaser’s payments which may be waived by the Vendor, none of these conditions can be waived before the Closing.
Completion date:
By 17 January 2014
– 10 –
LETTER FROM THE BOARD
C. INFORMATION ON THE CONCESSION AND THE JV
Background
The map below shows the location of the Concession:
==> picture [389 x 222] intentionally omitted <==
The Concession
The Palmar Largo Block was originally exploited by YPF, which is an enterprise owned by the Federal Government of Argentina, since 1984. In 1992, due to restructuring of YPF, the said exploitation right on Palmar Largo Block was transferred back to the Government of Formosa and Salta Provinces, Argentina. The Federal Government of Argentina then called for the international bidding process and approved YPF to form the JV with approved parties and granted the Concession to YPF.
The Concession was granted to YPF for a term of 25 years from 23 December 1992 to 23 December 2017, extendible for another 10 years up to 23 December 2027. If the 10year extension is approved, it will be in force until 23 December 2027. The extension of 10 years requires an unanimous decision of the JV parties. If the extension is approved, YPF, as holder of the Concession, will be obliged to fulfill all the procedural steps required by the regulatory authorities. This extension request has to be filed with the relevant authorities at least six months before the expiration date and up to one year before. Such procedure will involve a negotiation process with the province and the signature of an agreement. Finally the agreement will have to be approved by the Secretary of Energy and the Governor of each province through a Decree.
As advised by the Company’s Argentina legal advisers, it is more likely than not that the extension will be awarded by the regulatory authorities of the provinces involved in the Palmar Largo Block.
– 11 –
LETTER FROM THE BOARD
Pursuant to the oil and gas regulations in Argentina, the JV members, but not the JV itself, have been registered in the Oil and Gas Producer Registry and the JV operator has also to be registered in the Operator Registry. Since the Purchaser is now operating other oil and gas areas in the Province of Salta, Argentina, it has already filed the registration as Oil and Gas Producer and also as an operator in the Province of Salta. Upon the Closing and once the Purchaser becomes the JV operator of the Palmar Largo Block, the Purchaser will be required to file a registration as Oil and Gas Producer in the Province of Formosa. It is always the case in Argentina that the registration will be filed once the transaction has been completed and it is customary that the registration will be completed within one month.
The area granted by the Concession is located in the Northwest Basin in the area called Palmar Largo (Provinces of Formosa and Salta, Argentina) and covers a surface area of approximately 1,382.1 km[2] comprising of two working zones, one located in Formosa with a total surface area of approximately 1,221.1 km[2] and another one located in Salta with total surface area of approximately 161 km[2] . Currently, there are 14 active producing wells within the Concession.
For the six month period ended 30 June 2013, the average daily production was 168 m[3] of crude oil. The Concession’s cumulative production as of 30 June 2013 reaches approximately 7.4 MMm[3] of crude oil.
The following table set forth the reserve statement of the Concession as at 30 June 2013:
| Proved — Developed — Undeveloped Total proved Probable Possible Total Mean prospective resource (Note 3) — Unrisked |
Volume to expiry of Gross volume (100%) Vendor’s interest (38.15%) (’000m3) (’000m3) 230 88 17 6 247 94 8 3 0 0 255 97 0 0 |
Concession Vendor’s interest (38.15%) net of royalties to the State (Note 2) (’000m3) 78 6 83 3 0 86 0 |
Volume to end of Gross volume (100%) Vendor’s interest (38.15%) (’000m3) (’000m3) 409 156 35 13 444 170 18 7 0 0 463 176 1,746 666 |
field life Vendor’s interest (38.15%) net of royalties to the State (Note 2) (’000m3) 138 12 |
|---|---|---|---|---|
| 150 6 0 |
||||
| 156 | ||||
| 590 |
– 12 –
LETTER FROM THE BOARD
Notes:
-
The volume to expiry of Concession and volume to end of field life have been estimated based on the assumptions that the JV will be able to renew the operating lease beyond its current expiry date and will continue to operate the Concession to the end of field life. The end of field life is expected to be in 2027.
-
The crude oil output is subject to a royalty of 11.4% to the Government of Argentina.
-
A total of 1,746,000 m[3] have been assigned as mean prospective resource (unrisked) in the estimated end of field life scenario based on the exploration prospects identified. Prospective resource is only assigned to scenario of end of field life since it is unlikely that exploration prospects will be developed during the current Concession term.
-
The figures are corrected to the nearest thousand.
The JV
The JV was formed in November 1992 as a Temporary Consortium of Enterprises (known as Unions Transitorias de Empresas or U.T.E.) governed by the Companies Act No. 19550 of Argentina (the ‘‘Companies Act’’) with the purpose of exploration, development and exploitation of the Concession. This legal approach expressly arises from section 377 of the Companies Act that this type of consortiums is neither companies nor legal entities.
The Temporary Consortium of Enterprises is a vehicle for the development of specific purposes, works or services, either within or outside the territory of Argentina. They shall be also able to develop or execute works and services that are, directly or indirectly, complementary or ancillary to the main purpose of the parties thereto, as established by section 377 of the Companies Act. The Temporary Consortium of Enterprises is the most commonly joint venture vehicle used by local and foreign companies to operate oil and gas concessions in Argentina.
Pursuant to the relevant Argentina laws and regulations, the responsibility of the JV partners for the acts and operations to be developed or executed, and for the obligations assumed with third parties, shall not be joint and several, and consequently the responsibility of each member of the JV shall be proportional to its share in the JV, unless otherwise specified in the agreement. The JV Contract stipulates that all the rights, obligations and responsibilities of the parties are not joint and several. Presently the JV has four members, including YPF, the Vendor and two other independent third parties.
The JV Contract is for a term of 25 years and can be extended for 10 additional years with the unanimous decision of all parties to the JV Contract and the approval of the Secretary of Energy and the Governor of each of the relevant province of Argentina through a Decree.
Pursuant to the JV Contract, the JV is operated under the supervision of an operating committee which is formed by one principal and one alternate representative of each party to the JV. The JV operator is responsible for conducting the business in accordance with the JV Contract and according to the instructions of the operating committee. The operator
– 13 –
LETTER FROM THE BOARD
has the exclusive duty to conduct the activity of the JV and can use independent contractors and employees. The operator shall have neither profits nor losses because of its duty.
Under the JV Contract, each JV partner pays its pro rata share of the development and operating costs covered by the Concession with respective to its participating interest i.e. 38.15% of the development and operating cost for the Vendor. Moreover, each JV partner is entitled to receive its pro rata share of the crude oil and gas produced from the working zones under the Concession, net of its pro rata share of royalties payable to the Government of Argentina.
Financial Overview
The following table set forth the unaudited financial information derived from the Vendor’s 38.15% participating interest in the JV, prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, for the two years ended 31 December 2011 and 2012 and for the six months ended 30 June 2012 and 2013:
| Net profit | before | Net profit after | Net profit after | |
|---|---|---|---|---|
| Financial Period | taxation | taxation | ||
| (Note) | (Note) | |||
| (AR$’000) | (HK$’000) | (AR$’000) | (HK$’000) | |
| Year ended 31 December 2011 | 15,955 | 29,860 | 10,371 | 19,409 |
| Year ended 31 December 2012 | 11,731 | 19,810 | 7,625 | 12,877 |
| Period ended 30 June 2012 | 3,961 | 6,947 | 2,575 | 4,515 |
| Period ended 30 June 2013 | 11,941 | 17,891 | 7,762 | 11,629 |
Note: For the above unaudited financial information, AR$ are converted into HK$ at rates of AR$1.00 = HK$1.87, HK$1.69, HK$1.75 and HK$1.50 for the two years ended 31 December 2011, 2012 and the six months ended 30 June 2012, 2013 respectively for illustrative purpose only.
Fiscal Terms of the Concession
The JV itself is not subject to any income tax. Each JV party is subject to royalties at an effective rate of 11.4% and sales tax at an average rate of 1.6% on their sales and 35% income tax on their profits. Each JV party is also subject to 21% VAT on purchases which is recoverable from the 21% VAT charged on sales.
Infrastructure
The main infrastructure facilities and equipment used by the JV for the production of crude oil from the Concession include a separation facility, a water treatment plant and a gasoline plant. The daily treatment capacities of the separation facility and water treatment plant are 5,500 m[3] of gross production and 5,000 m[3] of water production respectively. Both current utility factors are 77%. The daily treatment capacity of the gasoline plant is 300 m[3] of gas production and is currently running at an overcharged utility factor of
– 14 –
LETTER FROM THE BOARD
105%. The Vendor’s 38.15% interest in all these facilities are included as part of the Assets in the Acquisition. The following table set forth the net book values of the major categories of the operating assets:
| Fixed assets Crude oil Materials |
31 December 2012 (Note) (AR$’000) (HK$’000) 26,639 42,090 664 1,049 287 454 27,590 43,593 |
30 June 2013 (Note) (AR$’000) (HK$’000) 23,805 33,803 1,030 1,463 345 490 25,180 35,756 |
30 June 2013 (Note) (AR$’000) (HK$’000) 23,805 33,803 1,030 1,463 345 490 25,180 35,756 |
|---|---|---|---|
| 35,756 |
Note: For the above unaudited financial information, AR$ are converted into HK$ at rates of AR$1.00 = HK$1.58 and HK$1.42 as at 31 December 2012 and 30 June 2013 respectively for illustrative purpose only.
JV Ancillary Contracts
The Vendor’s 38.15% share of all crude oil production of the JV are sold under a series of framework agreements which contain grade requirements, pricing basis and delivery terms that are customary in the crude oil industry. These framework agreements will be terminated and superseded by new agreements to be signed with the Purchaser after Closing.
Connection between the Parties
The Vendor is a private company incorporated in Argentina principally engaged in oil and gas exploration and exploitation and energy and natural resources related business.
The Company confirms that, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owner(s) are independent third parties not connected with the Company, any directors, chief executive officer or substantial shareholders of the Company or any of its subsidiaries or their respective associates.
D. REASONS FOR THE ACQUISITION
The Group is principally engaged in the trading of oil products, exploration of crude oil and oil exploitation and production.
The Directors consider that the Acquisition will bring operational synergy to the Group as well as boost the business performance for enhancement of Shareholders’ value.
Currently, the Group owns approximately 69.25% participating interest in two concessions, namely the Tartagal Oriental concession and Morillo concession, covering a total of 7,065 km[2] and 3,518 km[2] respectively, in Argentina. In view of the proximity of the Concession to our existing concessions, the Acquisition will further strengthen our asset
– 15 –
LETTER FROM THE BOARD
portfolio in Argentina. In addition, since we have already set up our own technical team in Argentina to supervise the operations of our existing concessions, we can deploy our existing human resources to operate the JV relating to the Concession so as to enhance operational cost efficiency.
More importantly, the Concession has been in operations since 1992. With proven track record results as indicated in the sub-paragraph headed ‘‘Financial Overview’’ in the paragraph headed ‘‘Information on the Concession and the JV’’ above, the Directors expect the Acquisition will give an immediate boost to our business performance, earnings and cashflows, which in turn will enhance the Company’s value for the Shareholders.
E. EFFECTS ON EARNINGS, ASSETS AND LIABILITIES
(i) Earnings
Based on the statement of income attributable to the Participating Interest for the three years ended 31 December 2012 and the six months ended 30 June 2013 (the ‘‘Track Record Period’’) as set out in Appendix II to this circular, the revenue attributable to the Participating Interest was approximately HK$95.8 million, HK$89.6 million, HK$90.2 million and HK$42.2 million respectively, and the profit for the year/period (net of tax) attributable to the Participating Interest was approximately HK$18.8 million, HK$19.4 million, HK$12.9 million and HK$11.6 million for the Track Record Period respectively. As the JV has recorded net profit for the Track Record Period, it is expected that after Closing, the Participating Interest would enhance the business performance and earning prospect of the Enlarged Group.
(ii) Assets and liabilities
As at 30 June 2013, the unaudited consolidated total assets of the Group amounted to approximately HK$4,128 million. Based on the unaudited pro forma statement of assets and liabilities of the Enlarged Group as set out in Appendix III to this circular, the unaudited pro forma adjusted consolidated total assets of the Enlarged Group after the Closing would be approximately HK$4,158 million. As at 30 June 2013, the unaudited consolidated total liabilities of the Group amounted to approximately HK$244 million. Based on the unaudited pro forma statement of assets and liabilities of the Enlarged Group set out in Appendix III to this circular, the adjusted consolidated total liabilities of the Group after the Closing would be approximately HK$278 million.
In the current Hong Kong financial reporting regime, interest in arrangements that are controlled jointly is required to account for under HKFRS 11 ‘‘Joint Arrangements’’. Given that the contractual arrangement of the JV fulfills the definition of ‘‘joint operations’’ (which may or may not include business) under the standard, the Company therefore accounts for the assets, liabilities, and expenses relating to the Acquisition under HKFRS 11.
This treatment is consistent with the basis of preparation of pro forma financial information by the Company and the understanding of the relevant principles by the Company’s auditor.
– 16 –
LETTER FROM THE BOARD
F. IMPLICATIONS UNDER THE LISTING RULES
The Acquisition constitutes a major transaction under the Listing Rules and requires the approval of the Shareholders at the SGM by way of poll. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, no Shareholder is required to abstain from voting for the relevant resolution to approve the Acquisition and the transactions contemplated thereunder.
The Company has engaged PwC Argentina to issue the accountant’s report in relation to the Participating Interest. Pursuant to an application by the Company, the Stock Exchange has granted waiver from strict compliance with Rule 4.03 of the Listing Rules and permitted such statements to be reported by PwC Argentina on the basis that PwC Argentina complies with the relevant independence requirements and auditing standards required of reporting accountants under the Listing Rules.
G. SPECIAL GENERAL MEETING
The notice convening the SGM is set out on pages N-1 and N-2 to this circular. Voting at the SGM will be taken by poll.
A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to be present at the SGM in person, you are requested to complete the form of proxy and return it to Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the SGM. The completion and return of a form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.
The results of the SGM will be published after the conclusion of the SGM on the websites of the Stock Exchange and the Company.
H. RECOMMENDATIONS
The Directors are of the view that the terms of the Offer Letters are fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Acquisition and the transactions contemplated thereunder.
– 17 –
LETTER FROM THE BOARD
I. ADDITIONAL INFORMATION
As Closing is subject to the fulfillment of a number of conditions precedent, the Acquisition may or may not be completed. Shareholders and potential investors should exercise caution when dealing in Shares.
Your attention is drawn to the additional information set out in appendices to this circular.
Yours faithfully For and on behalf of New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
– 18 –
FINANCIAL INFORMATION ON THE GROUP
APPENDIX I
A. FINANCIAL INFORMATION OF THE GROUP FOR THE THREE YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012 AND FOR THE SIX MONTHS ENDED 30 JUNE 2013
Financial information of the Group for the three years ended 31 December 2012 and the six months ended 30 June 2013 is set out on: (i) pages 34 to 153 of the annual report for the year ended 31 December 2012 of the Company published on 16 April 2013; (ii) pages 34 to 145 of the annual report for the year ended 31 December 2011 of the Company published on 11 April 2012; (iii) pages 32 to 133 of the annual report of the Company for the year ended 31 December 2010 published on 7 April 2011; and (iv) pages 3 to 33 of the interim report of the Company for the six months ended 30 June 2013 published on 10 September 2013 respectively, which are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.nt-energy.com).
B. FINANCIAL AND TRADING PROSPECTS OF THE GROUP
In the first half of 2013, the Group changed its investment strategy to adapt to the dynamic global environment and to enhance the Group’s business performance through strategic acquisitions and partnership opportunities in line with its expansion strategy or provide synergy to its principal business activities.
Since 1 January 2013, the Group has completed several acquisitions and disposals to streamline and diversify the Group’s involvement in the natural resources sector. Currently, the Group owns two concessions of exploration permits for oil and development of hydrocarbons in the province of Salta in northern Argentina, covering a total surface area of approximately 7,065 km[2] and 3,518 km[2] respectively. Upon Closing, the Group can broaden the current business portfolio and strengthen the Group’s competitiveness in Argentina market.
As the JV has been established for more than 10 years, and, taking into account the financial performance of the JV as set out in Appendix II in this circular, the Directors believe that completion of the Acquisition can bring positive effect to the Group’s financial performance.
As mentioned in the Valuation Report issued by Roma in Appendix VI, according to the International Energy Outlook 2013 from the United States Energy Information Administration, the world energy consumption is projected to grow by 56% in 30 years from 2010. Also, the crude oil future prices, according to the West Texas Intermediate, have recovered from the slump during 2008, rising steadily from US$73.3 per barrel in December 2008 to US$94.4 per barrel in June 2013. In light of the above, the Directors believe that the industry will show positive growth in the near future.
Looking ahead, the Group will continue to seek new business opportunities in global while leveraging its vast operational flexibility in order to seize the competitive edge on the global market.
– I-1 –
FINANCIAL INFORMATION ON THE GROUP
APPENDIX I
C. INDEBTEDNESS OF THE GROUP
Indebtedness of the Group
As at the close of business on 31 October 2013, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had borrowings amounting to approximately HK$317,373,000, details of which are as follows:
| Unsecured and unguaranteed — Bank borrowings — Other borrowings — Promissory notes — Convertible notes — Bonds — Obligations under finance leases Secured and guaranteed — Other borrowings |
HK$’000 17,704 117,961 51,967 111,611 10,144 403 7,583 |
|---|---|
| 317,373 |
At the close of business on 31 October 2013, other borrowings amounted to approximately HK$7,583,000 were secured by property, plant and equipment of the Group.
Save as disclosed above, no member of the Group is engaged in any litigation or claims of material importance known to the Directors to be pending or threatened against any members of the Group.
Save as aforesaid or as otherwise disclosed herein and apart from intra-group liabilities, the Group did not have any loan capital issued and outstanding or agreed to be issued, any bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures, mortgages, charges or loans or acceptance credits or hire purchase commitments, guarantees or other material contingent liabilities as at the close of business on 31 October 2013.
D. WORKING CAPITAL
The Directors are of the opinion that, after taking into account the Closing and the present financial resources available to the Group, including internally generated revenue and funds and other available banking and other facilities, the Group will have sufficient working capital to meet its present requirements for at least 12 months from the date of this circular in the absence of unforeseen circumstances.
– I-2 –
FINANCIAL INFORMATION ON THE GROUP
APPENDIX I
E. MATERIAL ADVERSE CHANGE
The Directors are not aware as at the Latest Practicable Date of any material adverse change in the financial or trading position of the Group since 31 December 2012, being the date to which the latest published audited accounts of the Group were made up.
F. SUBSEQUENT ACQUISITIONS
Since 31 December 2012, being the date to which the Company’s latest published audited accounts were made up, the Group has made the following acquisitions which profits/assets make or will make a material contribution to the next published accounts of the Company:
-
(a) in March 2013, the Group completed the acquisition of 100% equity interest of Golden Giants Limited for a consideration of HK$54.48 million, which was satisfied by the issue of HK$38.48 million convertible notes and HK$16.00 million promissory notes. Upon completion, the Group indirectly has 75% interest on 30 well bores located in Uinta Basin of the State of Utah in the United States;
-
(b) in late March 2013, the Group completed the acquisition of 22% equity interest of New Phoenix Global Limited, which is a non-wholly owned subsidiary of the Group, for a consideration of HK$13.90 million which was satisfied by HK$2.00 million in cash and the issue of HK$11.90 million convertible notes;
-
(c) in April 2013, the Group completed the acquisition of 100% equity interest of Power Jet Group Limited for a consideration of HK$150.00 million, which was satisfied by HK$15.00 million in cash and the issue of HK$105.00 million convertible notes and HK$30.00 million promissory notes. Upon completion, the Group increased its interest in the Tartagal and Morillo concessions in Argentina from 60% to 69.25%;
-
(d) in May 2013, the Group completed the acquisition of certain interest of oil and gas properties situated at Caddo Parish of Louisiana of the United States for a consideration of US$2.20 million (equivalent to approximately HK$17.16 million), which was satisfied by the issue of 21,450,000 Shares;
-
(e) in late October 2013, the Group completed the acquisition of 100% equity interest of 貴州坤煜經貿有限公司 (Guizhou Kunyu Trading Company Limited) for a consideration of RMB65.10 million, which was satisfied by RMB37.10 million in cash and the issue of RMB28.00 million convertible bonds; and
-
(f) on 3 December 2013, the Group completed the acquisition of 100% equity interest of 貴州舜堯能源投資有限公司 (GuiZhou ShunYao Energy Investment Company Ltd) for a consideration of RMB26,920,500, which was satisfied by RMB13.00 million in cash and the issue of RMB13,920,500 convertible bonds.
– I-3 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
The following is the text of a report received from the Company’s reporting accountant, PwC Argentina, for the purpose of incorporation in this circular.
==> picture [78 x 52] intentionally omitted <==
31 December 2013
The Directors
New Times Energy Corporation Limited
Dear Sirs,
We report on the financial information of Pluspetrol S.A. 38.15% participating interest in YPF S.A./Pluspetrol S.A./Compañia General de Combustibles S.A./Gran Tierra Energy Argentina S.R.L./Palmar Largo Union Transitoria de Empresas Business (the ‘‘Target’’), which comprises the statements of financial position of the Target as at 31 December 2010, 2011 and 2012 and 30 June 2013, and the statements of income, the statements of comprehensive income, the statements of changes in equity and the statements of cash flows of the Target for each of the years ended 31 December 2010, 2011 and 2012 and the six months ended 30 June 2013 (the ‘‘Relevant Periods’’) and a summary of significant accounting policies and other explanatory information. This financial information has been prepared by the directors of New Times Energy Corporation Limited (the ‘‘Company’’) and is set out in Sections I to III below for inclusion in Appendix II to the circular of the Company dated 31 December 2013 (the ‘‘Circular’’) in connection with the proposed acquisition of the Target by High Luck Group Limited, a wholly owned subsidiary of the Company.
DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL INFORMATION
The directors of the Company are responsible for the preparation of the financial information that gives a true and fair view in accordance with HKFRSs and accounting policies adopted by the Company and its subsidiaries (together, the ‘‘Group’’) as set out in the annual report of the Company for the year ended 31 December 2012.
REPORTING ACCOUNTANT’S RESPONSIBILITY
Our responsibility is to express an opinion on the financial information and to report our opinion to you. We carried out our procedures in accordance with the Auditing Guideline 3.340 ‘‘Prospectuses and the Reporting Accountant’’ issued by the HKICPA.
Price Waterhouse & Co. S.R.L. es una firma miembro de la red global de PricewaterhouseCoopers International Limited (PwCIL). Cada una de las firmas es una entidad legal separada que no actúa como mandataria de PwCIL ni de cualquier otra firma miembro de la red.
– II-1 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
OPINION
In our opinion, the financial information gives, for the purpose of this report, a true and fair view of the state of affairs of the Target as at 31 December 2010, 2011 and 2012 and 30 June 2013 and of the Target’s results and cash flows for the Relevant Periods then ended.
REVIEW OF STUB PERIOD COMPARATIVE FINANCIAL INFORMATION
We have reviewed the stub period comparative financial information set out in Sections I to II below included in Appendix II to the Circular which comprises the statement of income, the statement of comprehensive income, the statement of changes in equity and the statements of cash flows of the Target for the six months ended 30 June 2012 and a summary of significant accounting policies and other explanatory information (the ‘‘Stub Period Comparative Financial Information’’).
The directors of the Company are responsible for the preparation and presentation of the Stub Period Comparative Financial Information in accordance with the accounting policies set out in Note 2 of Section II below and the accounting policies adopted by the Group as set out in the annual report of the Company for the year ended 31 December 2012.
Our responsibility is to express a conclusion on the Stub Period Comparative Financial Information based on our review. We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’ issued by the HKICPA. A review of Stub Period Comparative Financial Information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Comparative Financial Information, for the purpose of this report, is not prepared, in all material respects, in accordance with the accounting policies set out in Note 2 of Section II below.
– II-2 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
I. FINANCIAL INFORMATION OF THE TARGET
The following is the financial information of the Target prepared by the directors of the Company as at 31 December 2010, 2011 and 2012 and 30 June 2013 and for each of the years ended 31 December 2010, 2011 and 2012 and the six months ended 30 June 2012 and 2013 (the ‘‘Financial Information’’), presented on the basis set out in Note 2 of Section II:
(A) Statements of Income
| Note Revenue 2.1 Operation and production cost 5 Gross profit Administrative expenses 5 Selling expenses 5 Other gains, net Operating profit Finance income 6 Finance costs 6 Finance costs, net 6 Profit before income tax Income tax expense 2.12 Profit for the year/period |
Year ended 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 95,765 89,555 90,204 (63,591) (56,052) (67,169) 32,174 33,503 23,035 (1,495) (1,532) (1,382) (1,499) (1,411) (1,499) 163 153 31 29,343 30,713 20,185 414 1,548 60 (896) (2,401) (435) (482) (853) (375) 28,861 29,860 19,810 (10,102) (10,451) (6,933) 18,759 19,409 12,877 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 42,442 42,226 (33,857) (22,911) 8,585 19,315 (793) (478) (665) (766) 32 — 7,159 18,071 58 9 (270) (189) (212) (180) 6,947 17,891 (2,432) (6,262) 4,515 11,629 |
|---|---|---|
– II-3 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
(B) Statements of Comprehensive Income
| Profit for the year/period Other comprehensive income: Currency translation differences Total comprehensive income |
Year ended 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 18,759 19,409 12,877 (955) (2,444) (5,803) 17,804 16,965 7,074 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 4,515 11,629 (2,543) (3,161) 1,972 8,468 |
|---|---|---|
– II-4 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
(C) Statements of Financial Position
| Note Assets Non-current assets Property, plant and equipment, net 7 Total non-current assets Current assets Inventory 8 Other receivables 9 Cash and cash equivalents 2.7 Total current assets Total assets Equity and liabilities Equity attributable to Pluspetrol S.A. Pluspetrol S.A. Account Foreign currency translation reserve Total equity Liabilities Non-current liabilities Provisions 11 Total non-current liabilities Current liabilities Accounts payable 12 Tax payables 13 Other liabilities 14 Total current liabilities Total liabilities Total equity and liabilities |
As at 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 28,382 55,435 42,090 28,382 55,435 42,090 1,323 2,061 1,503 2,073 1,067 925 268 187 866 3,664 3,315 3,294 32,046 58,750 45,384 27,482 58,691 50,092 (9,852) (12,296) (18,099) 17,630 46,395 31,993 2,097 2,855 3,695 2,097 2,855 3,695 10,961 8,533 7,887 288 168 443 1,070 799 1,366 12,319 9,500 9,696 14,416 12,355 13,391 32,046 58,750 45,384 |
As at 30 June 2013 HK$’000 33,803 33,803 1,953 1,488 453 3,894 37,697 49,376 (21,260) 28,116 3,739 3,739 3,696 441 1,705 5,842 9,581 37,697 |
|---|---|---|
– II-5 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
(D) Statements of Changes in Equity
| Balance at 1 January 2010 Profit for the year Distributions Cash contributions Currency translation differences Balance at 31 December 2010 Profit for the year Distributions Cash contributions Currency translation differences Balance at 31 December 2011 Profit for the year Distributions Cash contributions Currency translation differences Balance at 31 December 2012 |
Pluspetrol S.A. Account HK$’000 35,106 18,759 (82,810) 56,427 — 27,482 19,409 (83,435) 95,235 — 58,691 12,877 (82,065) 60,589 — 50,092 |
Foreign currency translation reserve HK$’000 (8,897) — — — (955) (9,852) — — — (2,444) (12,296) — — — (5,803) (18,099) |
Total HK$’000 26,209 18,759 (82,810) 56,427 (955) 17,630 19,409 (83,435) 95,235 (2,444) 46,395 12,877 (82,065) 60,589 (5,803) 31,993 |
|---|---|---|---|
– II-6 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
| Balance at 1 January 2012 Profit for the period Distributions Cash contributions Currency translation differences Balance at 30 June 2012 Balance at 1 January 2013 Profit for the period Distributions Cash contributions Currency translation differences Balance at 30 June 2013 |
Pluspetrol S.A. Account HK$’000 58,691 4,515 (39,883) 32,997 — 56,320 50,092 11,629 (33,516) 21,171 — 49,376 |
Foreign currency translation reserve HK$’000 (12,296) — — — (2,543) (14,839) (18,099) — — — (3,161) (21,260) |
Total HK$’000 46,395 4,515 (39,883) 32,997 (2,543) 41,481 31,993 11,629 (33,516) 21,171 (3,161) 28,116 |
|---|---|---|---|
– II-7 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
(E) Statements of Cash Flows
| Cash flows from operating activities Profit for the year/period Adjustments for Depreciation Materials and inputs used in production Asset retirement obligations provision Changes in operating assets and liabilities: (Increase)/decrease in other receivables (Increase)/decrease in Inventory Increase/(decrease) in other liabilities Net cash generated from operating activities Cash flows from investing activities Purchases of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Cash contributions Distributions Net cash (used in)/generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents Exchange gains/(losses) on cash and cash equivalents Cash and cash equivalents at end of year/period |
As at 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 18,759 19,409 12,877 6,720 6,268 10,726 4,247 2,313 4,311 310 946 149 (2,051) 888 10 (134) (113) (300) 1,193 (1,993) 1,490 29,044 27,718 29,263 (7,898) (37,870) (6,547) (7,898) (37,870) (6,547) 56,427 95,235 60,589 (82,810) (83,435) (82,065) (26,383) 11,800 (21,476) (5,237) 1,648 1,240 403 268 187 5,102 (1,729) (561) 268 187 866 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 4,515 11,629 5,871 4,885 3,005 278 75 92 (1,333) (690) 48 (714) (1,530) (3,050) 10,651 12,430 (3,684) (1,099) (3,684) (1,099) 32,997 21,171 (39,883) (33,516) (6,886) (12,345) 81 (1,014) 187 866 35 601 303 453 |
|---|---|---|
– II-8 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
II. NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
On 24 November 1992, YPF S.A., Pluspetrol S.A., Norcen International Ltd, Compañía General de Combustibles S.A. Dong Won and Co. Ltd. formed a joint operation (‘‘UTE’’, according to its acronym in Spanish) under the conditions specified in Chapter III, Section II of the Argentina Law 19.550 (as amended through 1984) for exploring, exploiting and developing hydrocarbons in ‘‘Palmar Largo’’ Area for a period of 25 years, maturing on 22 December 2017, with an optional 10-year extension.
The concession was finally awarded by the relevant authority on 18 December 1992 through the Decree 2444/
92.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of the Financial Information are set out below. These policies have been consistently applied to all the years and periods presented, unless otherwise stated.
2.1 Basis of preparation
The Financial Information has been prepared in accordance with Hong Kong Financial Reporting Standards (‘‘HKFRS’’) as issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’) on a ‘‘carve-out’’ basis of historical financial information related to the Target from the books and records of Pluspetrol S.A. These carve-out procedures require that historical results of operations, assets and liabilities attributable to the Target, be identified and reported as if they were a stand-alone entity.
The preparation of Financial Information in conformity with HKFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Target’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information are disclosed in Note 4.
2.2 New accounting pronouncements
The following new standards, amendments and interpretations to existing standards have been issued, but are not effective for the period ended 30 June 2013 and have not been early adopted:
| Amendments to HKFRS 10, | Investment entities (effective for annual periods beginning on or |
|---|---|
| HKFRS 12 and HKAS 27 | after 1 January 2014) |
| (revised 2011) | |
| Amendment to HKAS 32 | Financial instruments: Presentation (effective for annual periods |
| beginning on or after 1 January 2014) | |
| Amendments to HKAS 36 | Recoverable amount disclosures for non-financial assets (effective |
| for annual periods beginning on or after 1 January 2014) | |
| Amendments to HKAS 39 | Novation of derivatives (effective for annual periods beginning on |
| or after 1 January 2014) | |
| HKFRS 9 | Financial instruments (effective for annual periods beginning on or |
| after 1 January 2015) | |
| HKFRS 7 and HKFRS 9 | Mandatory effective date and transition disclosures (effective for |
| (Amendments) | annual periods beginning on or after 1 January 2015) |
| HK (IFRIC)-Int 21 | Levies (effective for annual periods beginning on or after 1 |
| January 2014) |
– II-9 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
The Target has not early adopted these new standards, amendments and interpretations to existing standards in the financial information for the Relevant Periods. The adoption of the above new standards, amendments and interpretations to existing standards in future periods is not expected to result in substantial changes to the accounting policies. The Target will adopt the above new standards, amendments and interpretations when they become effective.
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the Financial Information were measured using the currency of the primary economic environment in which the Target operates (‘‘the functional currency’’), being the Argentine peso. The Financial Information are presented in HK dollars (HK$), which is the Financial Statement presentation currency.
(b) Transactions and balances
Assets and liabilities where the functional currency is a currency other than the Argentine peso, are translated using the year-end exchange rates, while revenues and expenses are translated using the average quarterly exchange rates prevailing during the year. Equity is translated at historical exchange rates. Adjustments for foreign currency translation fluctuations are accumulated and reported as a separate component of equity under the ‘‘Foreign currency translation reserves’’ and are not included in the determination of income.
Gains and losses that arise from exchange rate fluctuations on monetary assets and liabilities denominated in a currency other than the functional currency are included in the statement of comprehensive income as ‘‘Foreign currency exchange loss or gain’’ under net financial results.
2.4 Property, plant and equipment (‘‘PP&E’’)
(a) Oil and gas exploration activities:
The Target applies HKFRS 6 ‘‘Exploration for and evaluation of mineral resources’’ to account for its oil and gas exploration and evaluation (‘‘E&E’’) activities.
Accordingly, as permitted by HKFRS 6, the Target capitalizes E&E expenditures such as topographical, geological, geochemical, geophysical and seismic studies (‘‘G&G’’); costs of drilling exploratory wells and evaluation of oil and gas reserves, as E&E assets as a special category within PP&E, until the technical feasibility and commercial viability of extracting mineral resources are demonstrable.
This means that exploratory costs are temporarily capitalized until determination is made as to whether the wells have found proved reserves enough to justify its completion as producing wells, assuming the required capital expenditures are made and the entity is making sufficient progress assessing the reserves and the economic and operating viability of the project.
If E&E activities are deemed to be unsuccessful, such assets are written down to the statement of income. Consequently, costs of dry exploratory wells and wells that have not found proved reserves and related G&G costs, are written down and included within net income.
E&E assets for which viable reserves have been identified are reclassified out of this category to ‘‘Oil and gas developed properties, machinery and equipment’’, after being tested for impairment.
– II-10 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
- (b) Oil and gas development and operation activities
Development costs are those incurred to obtain access to proven reserves and to provide facilities for extracting, gathering and storing oil and gas.
Oil and gas development activities are accounted for under the method known as ‘‘Successful Efforts’’. Accordingly, development costs incurred for drilling development wells (both successful and dry) and in the construction or installation of production facilities are capitalized and classified as ‘‘Assets under construction’’ until completed. Once they start producing they are reclassified to ‘‘Oil and gas developed properties, machinery and equipment’’ and begin to amortize, and costs of producing oil and gas are expensed.
Effective as from 1 January 2010, the Target changed the reserves used in the unit-of-production method from proved and developed oil and gas reserves to total proved plus probable oil and gas reserves. This estimate is consistent with that of NTE. The change in estimate has been applied prospectively from 1 January 2010. Accordingly, the adoption has no effect on prior years.
Workovers that increase the total commercially recoverable reserves are capitalized in the carrying amount of related wells and are depreciated using the unit-of-production method. Workovers that merely restore production to its original level are expensed during the period in which they are incurred.
Assets classified as ‘‘Oil and gas developed properties, machinery and equipment’’ are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
Costs related to asset retirement obligations are capitalized along the related assets at the estimated value of the discounted future estimated costs, and are depreciated using the unit-ofproduction method.
- (c) Other fixed assets
These assets are valued at cost net of accumulated depreciation.
Depreciation is calculated by the straight-line method, using annual rates sufficient to extinguish asset values by the end of their estimated useful lives. Annual depreciation rates applied are as follows: buildings 2%, vehicles 20%, furniture and fixtures 10%, computer equipment 33%.
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Renewals and improvements that increase the productivity, capacity or efficiency or extend the useful life of related assets are capitalized.
- (d) Materials and spare parts
Materials begin amortization when incorporated to fixed assets according to their useful lives.
– II-11 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
- (e) Other accounting policies for PP&E
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.5).
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit.
2.5 Impairment of assets
PP&E and other non-current assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized for the amount by which the carrying value of the asset exceeds its recoverable amount, which is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
No impairment losses were recognized during the periods reported.
2.6 Inventory
Crude oil is valued at their historical cost. Materials, including chemical products, greases, fuel and lubricants used in production of oil, are valued at the lower of cost or recoverable value. The cost of hydrocarbons comprises oil production costs, including materials, direct labor and other direct production and field costs but excludes borrowing costs.
2.7 Cash and cash equivalents
Cash and bank deposits are carried in the balance sheet at cost.
For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand.
2.8 Equity accounts
Contributions received, consisting of cash calls paid by Pluspetrol S.A. for funding operations and capital expenditures of the Target, and distributions made, representing the allocation to Pluspetrol S.A. of the oil produced and sold net of certain related expenses (including royalties, turnover taxes and income taxes), are classified as equity accounts.
2.9 Account Payable
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
– II-12 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
2.10 Provisions
Provisions are recognized when: there is a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as a financial expense.
Provisions are accrued when there is reasonably certainty that expenses will be incurred but uncertainty relating to the amount or the date on which they will arise. Accruals for such liabilities reflect a reasonable estimate of the expenses to be incurred based on information available as of the date of preparation of the Financial Information.
For costs related to asset retirement obligations, a liability is initially recognized at the present value of the estimated payable amounts, increasing the carrying value of the related asset. Over time, the liability is accreted to its present value at the end of each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, the Target either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. Considerable management judgment is required in estimating these obligations. Important assumptions include estimates of retirement costs, the timing of the future retirement activities, and the likelihood of retirement provisions being enforced. Changes in these assumptions based on future information could result in adjustments to estimated provision.
2.11 Revenue recognition
Revenues from the sale of hydrocarbons and other assets are recognized when all significant risks and rewards of ownership are transferred to the buyer.
Other revenues are recognized on an accrual basis.
2.12 Income tax
The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date where the Target operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. The tax rate applicable for all periods presented was 35%.
2.13 Finance costs
Finance costs directly attributable to the acquisition or construction of PP&E that take a substantial period of time to get ready for their intended use, are added to the cost of such assets, until they are ready for their intended use. All other finance costs are recognized in the statement of comprehensive income in the period in which they are incurred.
No finance costs were capitalized during the periods reported.
– II-13 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
3. FINANCIAL RISK MANAGEMENT
The business’ activities are mainly exposed to a variety of financial risks, including market risk (foreign currency exchange risk) and liquidity risk. The Financial Risk Management area seeks to minimize the unfavourable effects on its financial performance through the Finance Department, which follows corporate guidelines providing principles on risk management. Financial Risk Management is not performed at the Target’s level but Pluspetrol’s level.
3.1 Financial risk factors
- (a) Market risk
Foreign exchange risk:
The business operates in Argentina and is exposed to foreign currency exchange risk arising from foreign currencies with respect to the Argentine peso, which is the Target’s functional currency (Note 2.3.a).
Foreign exchange risk arises from future transactions, and recognized assets and liabilities.
Credit risk:
Taken into account premises explained in Note 2.1, there is no material credit risk for the purpose of the Financial Information.
- (b) Liquidity risk
Cash flow forecasting is performed and aggregated and is monitored to ensure there is sufficient cash to meet operational needs. Except for the assets retirement obligations, all liabilities are current.
The remaining contractual maturities at the end of the reporting period of financial liabilities, which are based on contractual undiscounted cash flows are stated in note 9.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Management make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next twelve months after the Relevant Periods are: (a) Estimation of crude oil reserves (Note 2.4); (b) Useful lives, residual values and depreciation of PP&E (Note 2.4); (c) Assets retirement obligation (Note 2.10).
– II-14 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
5. EXPENSES BY NATURE
The Statement of Income is presented under the function of expense method. Under this method, expenses are classified according to their function as part of the line items ‘‘Operation and production cost’’, ‘‘Administrative expenses’’ and ‘‘Selling expenses’’.
The following table provides the additional disclosure for the six months ended 30 June 2013 and 2012 and years ended 31 December 2012, 2011 and 2010, required on the nature of expenses and their relationship to the function:
| Legal and consulting fees Salaries and social security expenses Other employee expenses Other general expenses Material for maintenance and repairs from building and facilities Maintenance and repairs Services for maintenance and repairs Depreciation and amortization Overhead Freights Taxes, rates and contributions Royalties Turn over tax |
Year ended 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 304 189 349 6,598 7,139 6,675 904 2,411 2,302 604 574 1,446 90 197 194 6,206 2,960 4,787 30,142 24,240 28,663 6,720 6,268 10,726 1,014 1,171 890 830 788 1,028 1,005 1,611 1,130 10,669 10,036 10,361 1,499 1,411 1,499 66,585 58,995 70,050 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 53 297 3,151 2,997 880 1,640 193 158 37 178 3,403 342 14,433 6,676 5,871 4,885 665 486 506 247 592 488 4,866 4,995 665 766 35,315 24,155 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 53 297 3,151 2,997 880 1,640 193 158 37 178 3,403 342 14,433 6,676 5,871 4,885 665 486 506 247 592 488 4,866 4,995 665 766 35,315 24,155 |
|---|---|---|---|
| 24,155 |
As the joint operation is not a corporation, no directors were appointed. Accordingly, no information relating to directors’ emoluments has been disclosed.
6. FINANCE COSTS, NET
| Finance income: — Foreign exchange gains Finance costs: — Asset retirement obligation — Foreign exchange losses |
Year ended 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 414 1,548 60 (310) (947) (149) (586) (1,454) (286) (896) (2,401) (435) (482) (853) (375) |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 58 9 (75) (92 (195) (97 (270) (189 (212) (180 |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (Unaudited) 58 9 (75) (92 (195) (97 (270) (189 (212) (180 |
|---|---|---|---|
| (92 (97 |
|||
| (189 | |||
| (180 |
– II-15 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
7. PROPERTY, PLANT AND EQUIPMENT, NET
The table below shows the movements throughout the years and periods of property, plant and equipment:
| At 1 January 2010 Cost Accumulated amortisation Net book amount Year ended 31 December 2010 Opening net book amount Exchange differences Additions Transfers Disposals Depreciation charge Closing net book amount At 31 December 2010 Cost Accumulated amortisation Net book amount Year ended 31 December 2011 Opening net book amount Exchange differences Additions Transfers Disposals Depreciation charge Closing net book amount At 31 December 2011 Cost Accumulated amortisation Net book amount Interim period ended 30 June 2012 Opening net book amount Exchange differences Additions Transfers Disposals Depreciation charge Closing net book amount |
Oil developed properties HK$’000 118,040 (93,243) 24,797 24,797 (4,458) — 5,054 — (6,064) 19,329 113,851 (94,522) 19,329 19,329 (1,475) — 3,347 — (5,575) 15,626 — 108,615 (92,989) 15,626 15,626 (1,710) — 31,843 — (5,565) 40,194 |
Machinery & equipment HK$’000 6,076 (4,007) 2,069 2,069 (148) 193 63 — (632) 1,545 5,931 (4,386) 1,545 1,545 (107) 167 242 — (503) 1,344 — 5,620 (4,276) 1,344 1,344 (74) 132 — — (218) 1,184 |
Assets under construction HK$’000 2,737 — 2,737 2,737 (547) 3,990 (5,317) — — 863 863 — 863 863 (953) 32,308 (317) — — 31,901 — 31,901 — 31,901 31,901 (839) 715 (31,526) — — 251 |
Spare parts and materials HK$’000 8,261 — 8,261 8,261 (1,396) 3,715 200 (4,247) — 6,533 6,533 — 6,533 6,533 (481) 5,395 (3,272) (2,313) — 5,862 — 5,862 — 5,862 5,862 (338) 2,690 (317) (3,005) — 4,892 |
Asset retirement obligation HK$’000 1,009 (895) 114 114 22 — — — (24) 112 989 (877) 112 112 (24) 804 — — (190) 702 — 1,700 (998) 702 702 (36) 147 — — (88) 725 |
Total HK$’000 136,123 (98,145 |
|---|---|---|---|---|---|---|
| 37,978 | ||||||
| 37,978 (6,527 7,898 — (4,247 (6,720 |
||||||
| 28,382 | ||||||
| 128,167 (99,785 |
||||||
| 28,382 | ||||||
| 28,382 (3,040 38,674 — (2,313 (6,268 |
||||||
| 55,435 | ||||||
| 153,698 (98,263 |
||||||
| 55,435 | ||||||
| 55,435 (2,997 3,684 — (3,005 (5,871 |
||||||
| 47,246 |
– II-16 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
| At 30 June 2012 Cost Accumulated amortisation Net book amount Year ended 31 December 2012 Opening net book amount Exchange differences Additions Transfers Disposals Depreciation charge Closing net book amount At 31 December 2012 Cost Accumulated amortisation Net book amount Interim period ended 30 June 2013 Opening net book amount Exchange differences Additions Transfers Disposals Depreciation charge Closing net book amount At 30 June 2013 Cost Accumulated amortisation Net book amount |
Oil developed properties HK$’000 133,777 (93,583) 40,194 40,194 (1,791) — (1,183) — (4,365) 32,855 123,646 (90,791) 32,855 32,855 (3,324) — 720 — (4,475) 25,776 111,713 (85,937) 25,776 |
Machinery & equipment HK$’000 5,451 (4,267) 1,184 1,184 (128) 132 — — (222) 966 5,127 (4,161) 966 966 (93) — 59 — (210) 722 4,664 (3,942) 722 |
Assets under construction HK$’000 251 — 251 251 (1,213) 1,373 1,184 — — 1,595 1,595 — 1,595 1,595 (117) 65 (779) — — 764 764 — 764 |
Spare parts and materials HK$’000 4,892 — 4,892 4,892 346 1,505 (1) (1,306) — 5,436 5,436 — 5,436 5,436 (564) 692 — (278) — 5,286 5,286 — 5,286 |
Asset retirement obligation HK$’000 1,757 (1,032) 725 725 (202) 983 — — (268) 1,238 2,448 (1,210) 1,238 1,238 (125) 342 — — (200) 1,255 2,532 (1,277) 1,255 |
Total HK$’000 146,128 (98,882 |
|---|---|---|---|---|---|---|
| 47,246 | ||||||
| 47,246 (2,988 3,993 — (1,306 (4,855 |
||||||
| 42,090 | ||||||
| 138,252 (96,162 |
||||||
| 42,090 | ||||||
| 42,090 (4,223 1,099 — (278 (4,885 |
||||||
| 33,803 | ||||||
| 124,959 (91,156 |
||||||
| 33,803 |
Depreciation is included as ‘‘Operation and production cost’’.
As of 30 June 2013, the carrying value of PP&E does not exceed the present value of projected future cash flows.
– II-17 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
8. INVENTORY
| Oil stock Raw materials and inputs OTHER RECEIVABLES Receivables with operator Account receivables Withholdings tax receivable Advance to suppliers Other |
As 2010 HK$’000 873 450 1,323 As 2010 HK$’000 1,548 332 2 57 134 2,073 |
at 31 December 2011 2012 HK$’000 HK$’000 1,331 1,049 730 454 2,061 1,503 at 31 December 2011 2012 HK$’000 HK$’000 543 710 175 150 347 48 2 15 — 2 1,067 925 |
As at 30 June 2013 HK$’000 1,463 490 |
|---|---|---|---|
| 1,953 | |||
| As at 30 June 2013 HK$’000 1,326 91 43 14 14 |
|||
| 1,488 |
9. OTHER RECEIVABLES
The carrying amounts of other receivables are denominated in Argentine peso and approximate to their fair values.
The ageing of these receivables are all within twelve months as at 31 December 2010, 2011 and 2012 and 30 June 2013 and the carrying amounts approximates its fair value.
No receivables were past due or impaired for payment.
– II-18 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
10. FINANCIAL INSTRUMENTS BY CATEGORY
The table below shows the financial instruments by category as at 30 June 2013 and 31 December 2012, 2011 and 2010 respectively:
| Financial assets As at 31 December 2010 — Other receivable (Note 9) — Cash and bank deposits Total 31 December 2010 As at 31 December 2011 — Other receivable (Note 9) — Cash and bank deposits Total 31 December 2011 As at 31 December 2012 — Other receivable (Note 9) — Cash and bank deposits Total 31 December 2012 As at 30 June 2013 — Other receivable (Note 9) — Cash and bank deposits Total 30 June 2013 |
Loans and receivables HK$’000 1,548 268 |
|---|---|
| 1,816 | |
| 543 187 |
|
| 730 | |
| 710 866 |
|
| 1,576 | |
| 1,326 453 |
|
| 1,779 |
– II-19 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
The remaining contractual maturities at the end of the reporting period of the financial liabilities, which are based on contractual undiscounted cash flows are stated as below:
| Financial liabilities As at 31 December 2010 — Accounts payable (Note 12) — Other Liabilities (Note 14) Total 31 December 2010 As at 31 December 2011 — Accounts payable (Note 12) — Other Liabilities (Note 14) Total 31 December 2011 As at 31 December 2012 — Accounts payable (Note 12) — Other Liabilities (Note 14) Total 31 December 2012 As at 30 June 2013 — Accounts payable (Note 12) — Other Liabilities (Note 14) Total 30 June 2013 |
Within 1 year HK$’000 10,961 1,070 12,031 8,533 799 9,332 7,887 1,366 9,253 3,696 1,705 5,401 |
Total other financial liabilities HK$’000 10,961 1,070 |
|---|---|---|
| 12,031 | ||
| 8,533 799 |
||
| 9,332 | ||
| 7,887 1,366 |
||
| 9,253 | ||
| 3,696 1,705 |
||
| 5,401 |
– II-20 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
11. PROVISIONS
Asset retirement obligation is the only provision recognized, the table below shows the movements throughout the six months ended 30 June 2013 and 2012 and years ended 31 December 2012, 2011 and 2010.
| At 1 January 2010 Additions Exchange differences At 31 December 2010 Additions Exchange differences At 31 December 2011 Additions Exchange differences At 30 June 2012 Additions Exchange differences At 31 December 2012 Additions Exchange differences At 30 June 2013 |
Asset retirement obligations HK$’000 1,874 310 (87 |
|---|---|
| 2,097 | |
| 947 (189 |
|
| 2,855 | |
| 146 (152 |
|
| 2,849 | |
| 998 (152 |
|
| 3,695 | |
| 434 (390 |
|
| 3,739 |
12. ACCOUNTS PAYABLE
| Trade and other payables Accrued invoices |
As 2010 HK$’000 9,055 1,906 10,961 |
at 31 December 2011 2012 HK$’000 HK$’000 3,533 4,719 5,000 3,168 8,533 7,887 |
As at 30 June 2013 HK$’000 2,721 975 |
|---|---|---|---|
| 3,696 |
– II-21 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
The aging analysis of trade and other payables is as follows:
| 30 days or below 13. TAX PAYABLES Withholdings tax VAT payables 14. OTHER LIABILITIES Other payables with operator |
As 2010 HK$’000 9,055 As 2010 HK$’000 273 15 288 As 2010 HK$’000 1,070 |
at 31 December 2011 2012 HK$’000 HK$’000 3,533 4,719 at 31 December 2011 2012 HK$’000 HK$’000 160 436 8 7 168 443 at 31 December 2011 2012 HK$’000 HK$’000 799 1,366 |
As at 30 June 2013 HK$’000 2,721 |
|---|---|---|---|
| As at 30 June 2013 HK$’000 436 5 |
|||
| 441 | |||
| As at 30 June 2013 HK$’000 1,705 |
- RELATED-PARTY TRANSACTIONS
The joint operation is operated by Pluspetrol S.A. (incorporated in Argentina), which owns 38.15% of the joint operation interest. The remaining 61.85% interest are held by YPF SA, Norcen International Ltd and Compañía General de Combustibles SA Dong Won and Co. Ltd.
Saved as disclosed elsewhere in this report, the following transactions were carried out with Pluspetrol S.A.:
| Overhead cost charged by Pluspetrol S.A. |
Year ended 31 December 2010 2011 2012 HK$’000 HK$’000 HK$’000 (1,014) (1,171) (890) |
Six months ended 30 June 2012 2013 HK$’000 HK$’000 (665) (486 |
|---|---|---|
The receivables and payables from Pluspetrol S.A. arise mainly from transactions for Pluspetrol S.A. acting as the operator of the joint operation. The receivables are unsecured in nature and bear no interest. No provisions are held against receivables from related parties.
– II-22 –
APPENDIX II ACCOUNTANT’S REPORT ON THE PARTICIPATING INTEREST
The table below shows the balances with Pluspetrol S.A.:
(a) Assets:
| Other receivables (b) Liabilities: Other payables |
As 2010 HK$’000 1,548 As 2010 HK$’000 1,070 |
at 31 December 2011 2012 HK$’000 HK$’000 543 710 at 31 December 2011 2012 HK$’000 HK$’000 799 1,366 |
As at 30 June 2013 HK$’000 1,326 |
|---|---|---|---|
| As at 30 June 2013 HK$’000 1,705 |
16. SUBSEQUENT EVENTS
There are no significant subsequent events of the Target subsequent to 30 June 2013.
III. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Target in respect of any period subsequent to 30 June 2013 up to the date of this report.
Yours faithfully, Price Waterhouse & Co. S.R.L. Carlos Martín Barbafina
Partner
Buenos Aires Argentina
– II-23 –
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
APPENDIX III
A. INTRODUCTION
Pursuant to the Acquisition, the Group has conditionally agreed to acquire a 38.15% operated participating interest of the Vendor in the JV at a consideration of AR$101,043,645, adjustable with exchange rate variation or, at the option of the Vendor, US$13 million. The consideration is to be satisfied by way of cash.
The unaudited pro forma statement of assets and liabilities of the Enlarged Group (the ‘‘Unaudited Pro Forma Financial Information’’) has been prepared by the Directors in accordance with paragraph 29 of Chapter 4 of the Listing Rules for the purpose of illustrating the effects of the Acquisition as if the Acquisition had taken place on 30 June 2013.
The preparation of the Unaudited Pro Forma Financial Information is based on (i) the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2013 which has been extracted from the published interim report of the Company for the six months ended 30 June 2013; and (ii) the statement of financial position in relation to the Participating Interest as at 30 June 2013 as set out in Appendix II to this circular, after making pro forma adjustments relating to the Acquisition that are (i) directly attributable to the Acquisition; and (ii) factually supportable, as if the Acquisition had been completed on 30 June 2013.
The Unaudited Pro Forma Financial Information is based on a number of assumptions, estimates and uncertainties. The Unaudited Pro Forma Financial Information does not purport to (i) describe the actual financial position of the Enlarged Group that would have been attained had the Acquisition been completed on 30 June 2013; and (ii) predict the future financial position of the Enlarged Group.
The Unaudited Pro Forma Financial Information should be read in conjunction with the historical financial information of the Group as set out in the published interim report of the Company for the six months ended 30 June 2013 and other financial information included elsewhere in this circular.
– III-1 –
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
APPENDIX III
B. UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP AS AT 30 JUNE 2013
| NON-CURRENT ASSETS Exploration and evaluation assets Property, plant and equipment Intangible assets Goodwill Interests in associates Interest in a joint venture Deposit paid for potential investments Preferred stock Available-for-sale investments Convertible notes receivables Prepayment and other receivables Deferred tax assets CURRENT ASSETS Inventories Trade and other receivables Convertible notes receivables Pledged bank deposits Cash and cash equivalents CURRENT LIABILITIES Trade and other payables Other liabilities Bank and other borrowings Promissory note payables Obligation under finance leases Current taxation NET CURRENT ASSETS/(LIABILITIES) TOTAL ASSETS LESS CURRENT LIABILITIES NON CURRENT LIABILITIES Provisions Other borrowings Promissory notes payables Convertible notes payables Obligation under finance lease Deferred tax liabilities NET ASSETS |
At 30 June 2013 Group (Note 1) HK$’000 3,565,821 13,564 173,358 — — 2,827 82,639 2,715 39,718 47,747 61,284 1,006 3,990,679 3,511 92,055 9,053 18,800 14,084 137,503 (17,128) — (69,651) (43,215) (76) (969) (131,039) 6,464 3,997,143 (3,038) (10,000) (5,078) (38,765) (301) (55,530) (112,712) 3,884,431 |
At 30 June 2013 Target (Note 2) HK$’000 — 33,803 — — — — — — — — 33,803 1,953 1,488 — — 453 3,894 (3,696) (1,705) — — — (441) (5,842) (1,948) 31,855 (3,739) — — — — — (3,739) 28,116 |
Pro forma adjustments (Note 3) (Note 4) HK$’000 HK$’000 2,284 69,570 25,929 (100,750) (4,792) (25,149) |
Total HK$’000 3,565,821 49,651 242,928 25,929 — 2,827 82,639 2,715 39,718 47,747 61,284 1,006 4,122,265 5,464 93,543 9,053 18,800 (91,005) 35,855 (20,824) (1,705) (69,651) (43,215) (76) (1,410) (136,881) (101,026) 4,021,239 (6,777) (10,000) (5,078) (38,765) (301) (80,679) (141,600) 3,879,639 |
|---|---|---|---|---|
– III-2 –
APPENDIX III
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
Notes:
-
The unaudited consolidated statement of financial position of the Group as at 30 June 2013 was extracted from the interim report of the Company for the six months ended 30 June 2013.
-
The statement of financial position in relation to the Participating Interest as at 30 June 2013 was extracted from the unaudited statements of financial position in relation to the Participating Interest as set out in Appendix II to this circular.
-
The adjustment reflects the fair value adjustments on the assets and liabilities acquired.
The total consideration for the Acquisition is to be satisfied in cash, as follows:
-
(a) first deposit of AR$15,545,176 or US$2 million (equivalent to about HK$15,500,000) was paid by the Company on 2 October 2013;
-
(b) second deposit of AR$23,317,764 or US$3 million (equivalent to about HK$23,250,000) was paid by the Company on 19 November 2013; and
-
(c) the balance of AR$62,180,705 or US$8 million (equivalent to about HK$62,000,000) on Closing.
The adjustments are made with reference to the preliminary valuation prepared by Roma Appraisals Limited (the ‘‘Valuation’’) under the basis of determination of the fair values of assets and liabilities in the books of the Vendor in relation to the 38.15% participating interest in the JV to be acquired by the Group.
The fair values of the identifiable assets and liabilities arising from the Acquisition and the corresponding carrying amounts immediately prior to the Acquisition and goodwill recognised are as follows:
| Non-Current Assets Property, plant and equipment Intangible assets Current Assets Inventories Other receivables Cash and cash equivalents Current Liabilities Account payable Other liabilities Tax payables Non-Current Liabilities Provisions Deferred tax liabilities Net Assets Purchase consideration settled in cash Less: Fair value of identifiable net assets acquired Goodwill |
Fair value HK$’000 36,087 69,570 1,953 1,488 453 (3,696) (1,705) (441) (3,739) (25,149) 74,821 |
Carrying amount HK$’000 33,803 — 1,953 1,488 453 (3,696) (1,705) (441) (3,739) — 28,116 100,750 (74,821) 25,929 |
|---|---|---|
– III-3 –
APPENDIX III
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
With reference to the Valuation, the fair value of intangible assets is HK$69,570,000, which represents the fair value of the Concession. The fair value is determined by the present value of the profits attributable to the Concession after deducting the proportion of profits that are attributable to other contributory assets through the adoption of excess earning method.
The deferred tax liabilities of approximately HK$25,149,000 are determined based on the difference between (i) the fair value of identifiable assets and liabilities approximately to HK$99,970,000, which is derived from sum of non-current assets and current assets minus current liabilities, before deducting the deferred tax liabilities of approximately HK$25,149,000, arising from the Acquisition; and (ii) the books value of the Vendor approximately to HK$28,116,000, by applying the corporation income tax rate (35%) in Argentina.
The goodwill of approximately HK$25,929,000 represents the excess of (i) the consideration of HK$100,750,000 for the Acquisition and (ii) the net fair value of the identifiable assets acquired and the liabilities assumed plus the deferred tax liabilities recognised arisen from the initial recognition of assets and liabilities as mentioned above, which amounting to approximately HK$74,821,000.
The Company has assessed the impairment of the intangible assets and goodwill. In view of the intangible assets are stated at their fair value and the JV is with historical record in generating net profits and positive cash flows, the Company do not aware of any indications that the intangible assets and goodwill should be impaired.
- The adjustment represents the estimated professional fees of approximately HK$4,792,000 directly attributable to the Acquisition.
– III-4 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
INDEPENDENT ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
The following is the text of a report, prepared for the sole purpose of inclusion in this circular, received from the auditors of the Company, Crowe Horwath (HK) CPA Limited, in respect of the unaudited pro forma financial information.
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31 December 2013
The Board of Directors New Times Energy Corporation Limited Room 1007–8, 10th Floor New World Tower I 18 Queen’s Road Central Hong Kong
Dear Sirs,
We have completed our assurance engagement to report on the compilation of pro forma financial information of New Times Energy Corporation Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only. The pro forma financial information consists of the pro forma statement of assets and liabilities as at 30 June 2013 and related notes as set out in Appendix III of the circular issued by the Company dated 31 December 2013 (the ‘‘Circular’’). The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described in Section A of Appendix III of the Circular.
The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed acquisition of a 38.15% participating interest of Pluspetrol S.A. (the ‘‘Vendor’’) in YPF S.A./PLUSPETROL S.A./COMPAÑIA GENERAL DE COMBUSTIBLES S.A./GRAN TIERRA ENERGY ARGENTINA S.R.L./PALMAR LARGO UNION TRANSITORIA DE EMPRESAS (the ‘‘Target’’) (the ‘‘Proposed Acquisition’’) on the Group’s financial position as at 30 June 2013 as if the Proposed Acquisition had taken place at 30 June 2013. As part of this process, information about the Group’s financial position has been extracted by the Directors from the interim report of the Group for the six months ended 30 June 2013, on which no review report has been published.
– III-5 –
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
APPENDIX III
Directors’ Responsibilities for the Pro Forma Financial Information
The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’).
Our Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (‘‘HKSAE’’) 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires us to comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.
The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2013 would have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:
- . The related pro forma adjustments give appropriate effect to those criteria; and
– III-6 –
APPENDIX III
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP
- . The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.
The procedures selected depend on our judgment, having regard to our understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the pro forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion:
-
(a) the pro forma financial information has been properly compiled on the basis stated;
-
(b) such basis is consistent with the accounting policies of the Group; and
-
(c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Yours faithfully
Crowe Horwath (HK) CPA Limited
Certified Public Accountants
Hong Kong
Sze Chor Chun, Yvonne
Practising Certificate Number P05049
– III-7 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
A. MANAGEMENT DISCUSSION AND ANALYSIS ON THE 38.15% PARTICIPATING INTEREST IN THE JV
For the year ended 31 December 2011
Result
For the year ended 31 December 2011, the sales of crude oil output derived from the 38.15% participating interest in the JV had generated gross profit of approximately HK$33,503,000 (2010: HK$32,174,000). The crude oil production operations recorded profit for the year of approximately HK$19,409,000 (2010: HK$18,759,000). Expenditure comprised of administrative expenses and selling expenses respectively. The total crude oil output during the year was 194,141 barrels (2010: 236,715 barrels) and the average selling price of crude oil, net of royalties was US$53.50 per barrel (2010: US$45 per barrel).
Business review
The JV is only engaged in oil and gas exploration and exploitation in the Palmar Largo Block during the year ended 31 December 2011 and 2010.
Capital structure, liquidity and financial resources
As at 31 December 2011, the total assets attributable to 38.15% participating interest in the JV amounted to approximately HK$58,750,000 (2010: HK$32,046,000) comprising non-current assets of approximately HK$55,435,000 (2010: HK$28,382,000) and current assets of approximately HK$3,315,000 (2010: HK$3,664,000). Non-current assets represented property, plant and equipment pertaining to the Palmar Largo Block oilfield operations; while current assets represented cash and cash equivalents and miscellaneous items including inventory, and other receivables respectively.
As at 31 December 2011, the total liabilities attributable to 38.15% participating interest in the JV amounted to approximately HK$12,355,000 (2010: HK$14,416,000) comprising non-current liabilities of approximately HK$2,855,000 (2010: HK$2,097,000) and current liabilities of approximately HK$9,500,000 (2010: HK$12,319,000). Noncurrent liabilities represented the Vendor’s share of provision for oilfield restoration upon abandonment; while current liabilities represented accounts payable, tax payables and other liabilities respectively.
Pursuant to the JV Contract, all assets and crude oil output of the JV belonged to the JV partners in proportionate to their participating interests, the JV partners were required to make contribution to support the JV’s operation upon request and were entitled to the corresponding shares of crude oil output and distribution. For the year ended 31 December 2011, the contributions made to the JV and cash distribution from the JV attributable to 38.15% participating interest amounted to approximately HK$95,235,000 (2010: HK$56,427,000) and HK$83,435,000 (2010: HK$82,810,000) respectively.
– IV-1 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
Material investments, acquisitions and disposals
The JV had not made any material investments or acquisitions and/or disposals during the year ended 31 December 2011 and 2010.
Human resources
As at 31 December 2011, the JV had a total of 23 employees (2010: 24 employees) and the total staff costs for the year was HK$7,139,000 (2010: HK$6,598,000). Salaries of employees were determined with reference to local employment market condition and individual performance. Remuneration packages primarily comprised salaries and social security expenses.
For the year ended 31 December 2012
Result
For the year ended 31 December 2012, the sales of crude oil output derived from the 38.15% participating interest in the JV had generated gross profit of approximately HK$23,035,000 (2011: HK$33,503,000). The crude oil production operations recorded profit for the year of approximately HK$12,877,000 (2011: HK$19,409,000). Expenditure comprised of administrative expenses and selling expenses respectively. The total crude oil output during the year was 162,822 barrels (2011: 194,141 barrels) and the average selling price of crude oil, net of royalties was US$64.41 per barrel (2011: US$53.50 per barrel).
Business review
The JV is only engaged in oil and gas exploration and exploitation in the Palmar Largo Block during the year ended 31 December 2012 and 2011.
Capital structure, liquidity and financial resources
As at 31 December 2012, the total assets attributable to 38.15% participating interest in the JV amounted to approximately HK$45,384,000 (2011: HK$58,750,000) comprising non-current assets of approximately HK$42,090,000 (2011: HK$55,435,000) and current assets of approximately HK$3,294,000 (2011: HK$3,315,000). Non-current assets represented property, plant and equipment pertaining to the Palmar Largo Block oilfield operations; while current assets represented cash and cash equivalents and miscellaneous items including inventory and other receivables respectively.
As at 31 December 2012, the total liabilities attributable to 38.15% participating interest in the JV amounted to approximately HK$13,391,000 (2011: HK$12,355,000) comprising non-current liabilities of approximately HK$3,695,000 (2011: HK$2,855,000) and current liabilities of approximately HK$9,696,000 (2011: HK$9,500,000). Noncurrent liabilities represented provision for oilfield restoration upon abandonment; while current liabilities represented accounts payable, tax payables and other liabilities respectively.
– IV-2 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
For the year ended 31 December 2012, the contributions made to the JV and distribution from the JV attributable to 38.15% participating interest amounted to approximately HK$60,589,000 (2011: HK$95,235,000) and HK$82,065,000 (2011: HK$83,435,000) respectively.
Material investments, acquisitions and disposals
The JV had not made any material investments or acquisitions and/or disposals during the year ended 31 December 2012 and 2011.
Human resources
As at 31 December 2012, the JV had a total of 22 employees (2011: 23 employees) and the total staff costs for the year was HK$6,675,000 (2011: HK$7,139,000). Salaries of employees were determined with reference to local employment market condition and individual performance. Remuneration packages primarily comprised salaries and social security expenses.
For the period ended 30 June 2013
Result
For the period ended 30 June 2013, the sales of crude oil output derived from the 38.15% participating interest in the JV had generated gross profit of approximately HK$19,315,000 (for the period ended 30 June 2012: HK$8,585,000). The crude oil production operations recorded profit income for the period of approximately HK$11,629,000 (for the period ended 30 June 2012: HK$4,515,000). Expenditure comprised of administrative expenses and selling expenses respectively. The total crude oil output during the year was 76,187 barrels (for the period ended 30 June 2012: 75,914 barrels) and the average selling price of crude oil, net of royalties was US$64.61 per barrel (for the period ended 30 June 2012: US$61.77 per barrel).
Business review
The JV is only engaged in oil and gas exploration and exploitation in the Palmar Largo Block during the period ended 30 June 2013 and 2012.
Capital structure, liquidity and financial resources
As at 30 June 2013, the total assets attributable to 38.15% participating interest in the JV amounted to approximately HK$37,697,000 (as at 31 December 2012: HK$45,384,000) comprising non-current assets of approximately HK$33,803,000 (as at 31 December 2012: HK$42,090,000) and current assets of approximately HK$3,894,000 (as at 31 December 2012: HK$3,294,000). Non-current assets represented property, plant and equipment pertaining to the Palmar Largo Block oilfield operations; while current assets represented cash and cash equivalents and miscellaneous items including inventory and other receivables respectively.
– IV-3 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
As at 30 June 2013, the total liabilities attributable to 38.15% participating interest in the JV amounted to approximately HK$9,581,000 (as at 31 December 2012: HK$13,391,000) comprising non-current liabilities of approximately HK$3,739,000 (as at 31 December 2012: HK$3,695,000) and current liabilities of approximately HK$5,842,000 (as at 31 December 2012: HK$9,696,000). Non-current liabilities represented provision; while current liabilities represented accounts payable, tax payables and other liabilities respectively.
For the period ended 30 June 2013, the contributions made to the JV and cash distribution from the JV attributable to 38.15% participating interest amounted to approximately HK21,171,000 (for the period ended 30 June 2012: HK$32,997,000) and HK$33,516,000 (for the period ended 30 June 2012: HK$39,883,000) respectively.
Material investments, acquisitions and disposals
The JV had not made any material investments or acquisitions and/or disposals during the period ended 30 June 2013 and 2012.
Human resources
As at 30 June 2013, the JV had a total of 18 employees (as at 31 December 2012: 22 employees) and the total staff costs for the period was HK$2,997,000 (for the period ended 30 June 2012: HK$3,151,000). Salaries of employees were determined with reference to local employment market condition and individual performance. Remuneration packages primarily comprised salaries and social security expenses.
B. MATERIAL ADVERSE CHANGE
The Directors are not aware as at the Latest Practicable Date of any material adverse change having occurred since the effective date of the Competent Person’s Report, being 30 June 2013.
C. REGULATORY FRAMEWORK IN ARGENTINE
Oil and Gas Regulatory Regime
Federal Hydrocarbons Law 17,319 regulates the oil and gas industry in Argentine and is enforced by the Secretariat of Energy.
The oil and gas reserves within the Federal domain belong to the Provinces which the reserves are located.
The permits and concessions granted by the Federal Government were transferred to the Provinces along with the rights and obligations of their holders.
Hydrocarbons exploration and exploitation activities are subject to registration requirements and in order to become a holder of a concession, oil companies must register with the Secretariat of Energy and also with the corresponding Province. Registration is granted on the basis of meeting certain general financial and technical standards.
– IV-4 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
A production concession vests in the holder the exclusive right to produce oil and gas for a term of 25 years from 23 December 1992 that can be extended for 10 additional years upon agreement with the relevant Province.
Holders of production concessions are required to pay royalties to the government of the Province in which the production is carried out and must also pay an annual surface cannon based on the surface of the concession.
Decree 1277/12 repealed the free disposition of hydrocarbons in domestic and foreign markets, the freedom to set prices and the free disposal of hydrocarbons export proceeds. This Decree also provides that the industries within the sector (upstream and downstream) shall register and file annual investment programs. These programs are subject to approval by the Commission for Planning and Coordination of the Strategy for the National Plan of Hydrocarbons which is the enforcement agency vested with broad regulatory powers including controlling costs and fixing prices.
Environmental Regulatory Regime
Argentina has adopted regulations for the protection of the environment regarding hydrocarbons operations to meet strict standards comparable with those in force in the United States and countries within the European Union. These regulations establish the general framework for environmental protection requirements, including fines and criminal penalties for violations.
Federal and Provincial regulations have to be met by the oil and gas industry and the main legal framework is contained in the General Environmental Law 25,612, the Hazardous Waste Law 24,051, the Clean Air Act Law 20,284 and the Environmental Management of Waters Law 25,688.
The Secretariat of Energy of the Provinces receive claims from native population, carry out investigations and require the filing of any event that might affect the environment in order to assure the compliance of federal and local regulations.
Expatriation of Funds
Foreign investments are governed by the Argentine Foreign Investments Law 21,382 that states that foreigners investing in economic activities in Argentina enjoy the same status and have the same rights the Constitution affords to local investors.
Since the reinstatement of foreign exchange controls in December 2001, as a general rule, all transfers of foreign currency to and from Argentina must be entered and cleared in the Argentine Foreign Exchange Market through an Argentine licensed financial institution or foreign exchange entity and are subject to restrictions and requirements set forth in the applicable foreign exchange regulations.
Companies based in Argentina may purchase foreign currency and transfer it abroad to pay profits and dividends to non-argentine shareholders, provided that the dividends correspond to closed financial statements certified by external auditors.
– IV-5 –
FURTHER INFORMATION ON THE JV
APPENDIX IV
D. LITIGATION
As at the Latest Practicable Date, to the best knowledge of the Company, there are no legal claims or proceedings that may have an influence on the exploration or production rights of the JV.
– IV-6 –
COMPETENT PERSON’S REPORT
APPENDIX V
The following is the text of the Competent Person’s Report issued by Roma Oil and Mining Associates Limited, the independent competent person, for the purpose of inclusion in this circular.
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– V-1 –
COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [90 x 52] intentionally omitted <==
Unit 3806, 38/F, China Resources Building 26 Harbour Road, Wan Chai, Hong Kong Tel (852) 2529 6878 Fax (852) 2529 6806 E-mail [email protected] http://www.romagroup.com
31 December 2013
The Directors
New Times Energy Corporation Limited Room 1007–8, 10/F New World Tower 1 16–18 Queen’s Road Central Hong Kong
Case Ref: KY/OT8126/SEP13
Dear Sirs,
Re: Competent Person’s Report concerning the Palmar Largo Joint Venture Petroleum Project in Argentina
New Times Energy Corporation Limited (the ‘‘Company’’ or ‘‘Client’’) commissioned Roma Oil and Mining Associates Limited (‘‘ROMA’’) to compose a reserve and economic evaluation of a petroleum asset in the Palmar Largo Concession located at the North West Basin of Argentina, being a 38.15% operated participating interest in Palmar Largo UTE (the ‘‘Petroleum Asset’’), held by Pluspetrol Sociedad Anónima (‘‘Pluspetrol’’ or the ‘‘Operator’’) for an effective date of 30 June 2013.
This evaluation has been carried out in accordance with the Petroleum Resources Management System (PRMS) approved in March 2007 by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers. The report has been prepared and supervised by the Competent Person who is qualified under rules 18.21 and 18.22 under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
To comply with Section 4.2 of PRMS, resource estimates may be prepared using either deterministic or probabilistic methods. A deterministic estimate is a single discrete scenario within a range of outcomes that could be derived by probabilistic analysis. This evaluation used the deterministic methodology.
The Executive Summary contains the result of the reserve and economic evaluation consistent with the requirements of Section 3.1.2 of PRMS. This report uses forecast prices and costs as a base case and constant prices and costs as a sensitivity to the base case.
The Scope of Report contains the authorization and purpose of the report and describes the methodology and economic parameters used in preparing this report.
– V-2 –
COMPETENT PERSON’S REPORT
APPENDIX V
The Summary of Reserves and Economics contains the consolidated cash flows for each accumulating reserve category. The net present values presented in this report do not necessarily represent the fair market value of the reserves evaluated in this report. All values presented in this report are express in terms of US dollars.
The Discussion contains a description of the interests and burdens, reserves and geology, production forecast, product prices, capital and operating costs and a map of each major property. The economic results and cash flow forecasts (before income tax) are also presented.
The reserves and prospective resources of the oil field are summarized in Table 0-1.
In the preparation of this report, we have relied upon information obtained from many sources including production reports, previous reserves certifications, well-bore logs, well completion reports, test results, core analyses, production history for all developed locations, lease and concession surveys, maps of geophysical and geological interpretation, plant and facilities descriptions, financial data applicable to field operations, historical revenues, historical capital expenditures, abandonment cost estimates and a description of development activities as provided by the Operator including timing, cost and expected results.
Estimates of petroleum reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on the information that is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.
Our report is to be used for the specific purposes stated herein and any other use is invalid. No one should rely on our report as a substitute for their own due diligence. No reference to our name or our report, in whole or in part, in any document you prepare or distribute to third parties may be made without our written consent. All files, work-papers or documents developed by us during the course of the engagement will be our property.
We consent to the submission of this report, in its entirety, to securities regulatory agencies and stock exchanges, including by the Company to the Hong Kong Stock Exchange in accordance with its regulations. We have given and have not withdrawn our written consent to the inclusion of our firm’s name and our report and references thereto in the circular of the Company.
Yours faithfully, For and on behalf of
Roma Oil and Mining Associates Limited Ian D. Buckingham Ivan Yiaw Competent Person Peer Reviewer
Contributor: Brad C. Y. Chum, Michael S. H. Li, Kelvin K. Y. Luk
– V-3 –
COMPETENT PERSON’S REPORT
APPENDIX V
Certificate of Qualification
I certify that, to the best of my knowledge and belief:
-
I am a qualified geologist and a Member of the Petroleum Exploration Society of Australia and an Active Member of the American Association of Petroleum Geologists.
-
I graduated from the Royal Melbourne Institute of Technology with Associateship in 1973 and a Fellowship Diplomas in Geology in 1974, with extra subjects in Mining Engineering and Metallurgy; I graduated from Victorian Institute of Colleges with a Bachelor of Applied Science (Applied Geology) in 1977 and commenced a Master of Applied Science (Applied Geology) in 1978.
-
I have been practicing in the petroleum and mining industries since graduation and I have extensive experience, in excess of 38 years, in the petroleum industry. I have been involved in a wide range of areas encompassing geological exploration, production engineering, geophysical acquisition, project and company management, project quality control, valuation and due diligence of resources projects.
-
The statements of fact contained in this report are true and correct.
-
I participated directly in the evaluation of these assets and properties and preparation of this report for the Company, dated 31 December 2013 and the parameters and conditions employed in this evaluation were examined by me.
-
I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved.
-
My engagement in this assignment was not contingent upon developing or reporting predetermined results and my compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction that favours the cause of the client.
-
Anyone who provided significant assistance to me in my role as the Competent Person is identified within the report.
Ian D. Buckingham
– V-4 –
COMPETENT PERSON’S REPORT
APPENDIX V
I certify that, to the best of my knowledge and belief:
-
I am a qualified engineer and a Member of the Petroleum Exploration Society of Australia.
-
I graduated from University of Technology, Malaysia with a Bachelor of Engineering in 1989, and soon after graduation, commenced my career in the upstream oil & gas industry as a wireline logging field engineer with Schlumberger Limited. In 2004 I obtained my Masters in Business Administration from the Melbourne Business School.
-
I have been practising in the petroleum industry since graduation and have extensive experience — in excess of 15 years — in the petroleum industry plus several years in Corporate Finance. I have been involved in a wide range of technical disciplines encompassing formation evaluation, well testing operations, petrophysical interpretations, G&G work flow and data management. I have also been involved in project management, valuations and due diligence of resources projects and have worked in areas of acquisitions and divestitures of E&P assets.
-
The statements of fact contained in this report are true and correct.
-
I participated directly in the evaluation of these assets and properties and preparation of this report for the Company, dated 31 December 2013 and the parameters and conditions employed in this evaluation were examined by me.
-
I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved.
-
My engagement in this assignment was not contingent upon developing or reporting predetermined results and my compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction that favours the cause of the client.
-
Anyone who provided significant assistance to me in my role as the Competent Person is identified within the report.
Ivan Yiaw
– V-5 –
COMPETENT PERSON’S REPORT
APPENDIX V
Executive Summary
High Luck Group Limited (hereinafter referred to as ‘‘HLG’’), a fully owned subsidiary of New Times Energy Corporation Limited (hereinafter referred to as ‘‘the Company’’), is in the process of acquiring the 38.15% Working Interest (‘‘WI’’) owned by Pluspetrol Sociedad Anónima (hereinafter referred to as ‘‘Pluspetrol’’ or ‘‘the Operator,’’) in the Palmar Largo Concession in the North-West Basin of Argentina (hereinafter referred to as ‘‘the Concession.’’).
The Concession is being managed as a non-incorporated Joint Venture (‘‘JV’’ or also known as ‘‘UTE Palmar Largo’’) whose partners are Pluspetrol (38.15% WI), YPF (30% WI), CGC Empressa Petrolera (17.85% WI) and Gran Tierra Energy Inc. (14% WI). Pluspetrol is currently the designated operator of the JV, having taken over operatorship from YPF since 1992.
The Palmar Largo Concession covers a total area of 1,382.1 km[2] and it consists of two separate blocks — the Palmar Largo block that is mainly located in the Province of Formosa bordering Paraguay, and the Balbuena Este block located further North-West in the Province of Salta. The location of the Concession can be seen in Figure 2-1 of this report, and further details in regards to location coordinates are shown in Figure 2-2.
The current lease term of the Concession will expire on 23 December 2017, and the JV is expected to renew the lease and continue operating the fields for at least another 10 years beyond the current term.
First discovered and put into production in 1984, the oil fields in the Concession are now considered mature and in a declining state of production. The main Palmar Largo oil field is expected to continue producing for another 15 years or so, and the Balbuena Este field another 10 years approximately. All of the other smaller satellite fields within the Concession have either been abandoned or are expected to reach their end of life within the current Concession term. See Table 2-2 for the status of each field.
There are currently 46 wells of which 14 are producing, and 12 are injectors for water disposal. The other wells are either inactive or have been abandoned.
The crude oil produced is light and of a good quality, having a specific gravity of 44 ºAPI and viscosity of 0.97 cp. The fields also produce natural gas at a Gas to Oil Ratio (GOR) of approximately 300. Produced gas is entirely consumed by internal operations, mainly in the Gas Lift operations to enhance oil recovery and partially as fuel for electricity generators.
Water cut is rather high at about 96%. The water produced is being disposed by reinjecting it into the subsurface via various injection wells in the fields.
As at 30 June 2013 the Concession was producing at an average rate of 168 m[3] /day and had produced cumulatively 7.4 MMm[3] of crude oil. Gas production was 50 Mm[3] /day or cumulatively 1,139 MMm[3] .
– V-6 –
COMPETENT PERSON’S REPORT
APPENDIX V
Table 0-1 below summarises the oil reserves of the Palmar Largo Concession as at 30 June 2013.
Based on the exploration prospects that have been identified by the Operator, a total of 1,746 Mm[3] have been assigned as mean Prospective Resource (unrisked) in the estimated end of life of field (EELOF) scenario.
Natural gas is not being considered in the resource estimates as it is entirely being consumed internally, hence is deemed to have no economic value.
| Volumes to | Expiry of | Concession | Volumes to | End of Life of Field | End of Life of Field | End of Life of Field | |
|---|---|---|---|---|---|---|---|
| Gross | Pluspetrol | Pluspetrol | Gross | Pluspetrol | Pluspetrol | ||
| (JV 100%) | WI | Net* | (JV 100%) | WI | Net* | ||
| (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | ||
| Proved | |||||||
| Developed | 230 | 88 | 78 | 409 | 156 | 138 | |
| Undeveloped | 17 | 6 | 6 | 35 | 13 | 12 | |
| Total Proved | 247 | 94 | 83 | 444 | 170 | 150 | |
| Probable | 8 | 3 | 3 | 18 | 7 | 6 | |
| Possible | 0 | 0 | 0 | 0 | 0 | 0 | |
| Mean Prospective | |||||||
| Resource** | |||||||
| Unrisked | 0 | 0 | 0 | 1,746 | 666 | 590 |
Note:
The numbers are corrected to the nearest thousands.
-
Net of Royalty 11.4%.
-
** From exploration prospect
Table 0-1: Summary of Oil Reserves of the Palmar Largo Concession as at 30 June 2013.
– V-7 –
COMPETENT PERSON’S REPORT
APPENDIX V
Our analysis of future projected cash flow generated by the Concession is as presented in Table 0-2.
| 1 July 2013 to end of | 1 July 2013 to end of | 1 July 2013 to end of | 1 July 2013 to end of | |
|---|---|---|---|---|
| Concession | Life of Field | |||
| Pre-Tax | Pre-Tax | |||
| JV Pre-Tax | Income | JV Pre-Tax | Income | |
| Income | Operator WI | Income | Operator WI | |
| (US$k) | (US$k) | (US$k) | (US$k) | |
| Total Cash Flow | ||||
| Proved Reserves | 57,779 | 22,043 | 79,161 | 30,200 |
| Proved + Probable | ||||
| Reserves | 59,657 | 22,759 | 84,349 | 32,179 |
| Net Present Value | ||||
| Proved Reserves | 48,210 | 18,392 | 59,710 | 22,779 |
| Proved + Probable | ||||
| Reserves | 49,606 | 18,925 | 62,677 | 23,911 |
Table 0-2: Summary of future cash flow projections from 1 July 2013.
– V-8 –
COMPETENT PERSON’S REPORT
APPENDIX V
Table of Contents
| Certificate of Qualification . . . . . . . . . . . . . . . . . . . . . . . . | Certificate of Qualification . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–4 |
|---|---|---|---|
| Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–6 | |
| Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–9 | |
| List | of Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–11 |
| List | of Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–12 |
| Glossary of Terms (Abbreviations & Definitions) . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–13 | |
| 1. | INTRODUCTION AND SCOPE OF REPORT | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–15 |
| 1.1. Nature of the Brief . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–15 | |
| 1.2. Scope and Purpose of the Report . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–15 | |
| 1.2.1. Authorisation . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–15 | |
| 1.2.2. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–16 | |
| 1.2.3. Reserve definitions . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–16 | |
| 1.2.4. Resource definitions . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–18 | |
| 1.3. Sources of Information . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–19 | |
| 1.4. Product Price . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–20 | |
| 1.5. Capital Expenditures and Operating Costs | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–20 | |
| 1.6. Royalty and Other Taxes . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–20 | |
| 1.7. Abandonment and Restoration . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–20 | |
| 1.8. Statement of Independence of ROMA . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–21 | |
| 1.9. Basis of Opinion . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–21 | |
| 1.10.Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–21 | |
| 1.11.Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–21 | |
| 1.12.Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–22 | |
| 2. | SUMMARY OF ASSETS . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–22 |
| 2.1. Petroleum Asset and Ownership . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–22 | |
| 2.2. Surface Facilities . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–30 | |
| 3. | BASIN GEOLOGY AND PETROLEUM SYSTEMS . . . . . . . . . . . . . . . . . . . . . . . . . . | V–31 | |
| 3.1. Basin Geology . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–31 | |
| 3.2. Petroleum Geology . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–34 | |
| 4. | PALMAR LARGO FIELD AND ACREAGES . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–35 |
| 4.1. Reservoirs of the Palmar Largo Formations | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–35 | |
| 4.2. Review of Basin Geology and Petroleum Systems . . . . . . . . . . . . . . . . . . . . . . . | V–36 | ||
| 4.3. Reservoir Characteristics . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–36 | |
| 4.4. Original Volumes in Place . . . . . . . . . . . . . . |
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–39 | |
| 4.5. Reserves and Resource Estimates . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–39 | |
| 4.6. Reserves Estimates for Individual Fields . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–40 | |
| 4.7. Exploration Prospects . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–45 | |
| 4.8. Stratigraphic Prospect . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–47 | |
| 4.9. Pago Alegre Prospect — 4-Way Dip Closure . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–49 | ||
| 4.10.El Chorro Norte Prospect — 3-Way Fault Closure . . . . . . . . . . . . . . . . . . . . . . . | V–50 | ||
| 4.11.Balbuena Este Prospect — 3-Way Fault Closure . . . . . . . . . . . . . . . . . . . . . . . . . | V–51 | ||
| 4.12.Methodology for Reserves Calculations . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–52 |
– V-9 –
COMPETENT PERSON’S REPORT
APPENDIX V
| 5. | BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–52 |
|---|---|---|
| 5.1. Brief Description of the Asset Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–52 | |
| 6. | ECONOMIC EVALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–54 |
| 6.1. Summary of Economic Evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–54 | |
| 6.2. Summary of Net Present Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–57 | |
| 7. | SOCIAL AND ENVIRONMENTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–61 |
| 7.1. Social Concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–61 | |
| 7.2. Environmental Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–66 | |
| 8. | CONCLUDING REMARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–66 |
| Appendix A: Risk Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–67 |
– V-10 –
COMPETENT PERSON’S REPORT
APPENDIX V
List of Tables
| Table | 0-1 | Summary of Oil Reserves of the Palmar Largo Concession | |
|---|---|---|---|
| as at 30 June 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–7 | ||
| Table | 0-2 | Summary of future cash flow projections from 1 July 2013 . . . . . . . . . . . . . . | V–8 |
| Table | 2-1 | UTE Palmar Largo JV Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V–23 |
| Table | 2-2 | Palmar Largo Concession, Fields Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–24 |
| Table | 2-3 | General Data of Fields in the Palmar Largo Concession | |
| (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–26 | ||
| Table | 2-4 | Wells in Palmar Largo Concession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–27 |
| Table | 2-5 | Status of wells and oil fields of the Palmar Largo Concession | |
| as documented during a geologist site visit in October 2013 . . . . . . . . . . . | V–28 | ||
| Table | 4-1 | OOIP and Rf of fields in the Palmar Largo Concession. . . . . . . . . . . . . . . . . . |
V–39 |
| Table | 4-2 | Summary of Oil Reserves of the Palmar Largo Concession | |
| as at 30 June 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
V–40 | ||
| Table | 4-3 | Reserves Estimate for individual fields as at 30 June 2013. . . . . . . . . . . . . . . | V–41 |
| Table | 4-4 | The Operator’s Reserves and Resources Report | |
| as at 31 December 2012 (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . . . . . | V–42 | ||
| Table | 4-5 | Detailed monthly production statistics for the month of June 2013 | |
| as reported by the Operator (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . |
V–43 | ||
| Table | 4-6 | Prospective Resources from Exploration Prospects . . . . . . . . . . . . . . . . . . . . . . |
V–45 |
| Table | 6-1 | Cash flow projection from 1 July 2013 to End of Concession . . . . . . . . . . . . | V–55 |
| Table | 6-2 | Cash flow projection from 1 July 2013 to EELOF . . . . . . . . . . . . . . . . . . . . . . . | V–56 |
| Table | 7-1 | The establishment of the social productive projects in the area . . . . . . . . . . . | V–61 |
– V-11 –
COMPETENT PERSON’S REPORT
APPENDIX V
List of Figures
| Figure | 1-1 Resources classification framework (PRMS) . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–19 |
|---|---|---|---|
| Figure | 2-1 The Location of Palmar Largo Concession (Source: Pluspetrol) | . . . . . . . . . | V–22 |
| Figure | 2-2 Palmar Largo (including Balbuena Este) Concession Map | ||
| (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–25 | |
| Figure | 2-3 Gas lift artificial lifting technique (Source: Pluspetrol) . . . . . . . . | . . . . . . . . . . | V–29 |
| Figure | 2-4 Surface Production Operating Schematics (Source: Pluspetrol) | . . . . . . . . . . | V–30 |
| Figure | 3-1 The Palaeozoic Basins of North-West Argentina and location of | ||
| various oil fields (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–31 | |
| Figure | 3-2 The geological timescale of the Palaeozoic Basins of | ||
| North-West Argentina (Source: Pluspetrol) . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–32 | |
| Figure | 3-3 N-S Regional Stratigraphic Cross Section of the | ||
| Lomas de Olmedo Sub-basin (Source: Pluspetrol) . . . . . . . . . . |
. . . . . . . . . . | V–33 | |
| Figure | 3-4 The Yacoraite Petroleum System of Palmar Largo (Source: Pluspetrol) . . |
V–35 | |
| Figure | 4-1 The Yacoraite-Palmar Largo Petroleum System (Source: Pluspetrol) . . . . . | V–36 | |
| Figure | 4-2 Palmar Largo Concession Production History (Source: Pluspetrol) . . . . . . . | V–37 | |
| Figure | 4-3 Palmar Largo Concession in various stages of production | ||
| (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–38 | |
| Figure | 4-4 Exploration Prospects identified by the Operator in the | ||
| Palmar Largo Block (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–46 | |
| Figure | 4-5 The eastern prospects as shown on the structural depth map of | ||
| the Palmar Largo formation (Source: Pluspetrol) . . . . . . . . . . . |
. . . . . . . . . . | V–46 | |
| Figure | 4-6 Structure map and seismic cross section of the Stratigraphic prospect. | ||
| The Yacoraite formation (Puesto Guardián member) is interpreted | |||
| as having a possible pinch out and onlaps (Source: Pluspetrol) . . . . . . . . | V–47 | ||
| Figure | 4-7 Seismic cross section and well logs indicating the Puesto Guardián | ||
| lower section thinning towards Palmar Largo High due mainly to | |||
| parasequence onlap (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . | V–48 | |
| Figure | 4-8 Expanded Structure map and seismic cross section of the | ||
| Pago Alegre prospect, a dome structure with a | |||
| 4-way dip closure (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . | . . . . . . . . . . | V–49 | |
| Figure | 4-9 Yacoraite play of the El Chorro Norte prospect on the western flank of | ||
| the Palmar Largo Block. The trap is a 3-way fault closure in | |||
| an upthrown block (proved by El Chorro x-1) (Source: Pluspetrol) . . . . | V–50 | ||
| Figure | 4-10 Structure map, seismic cross section and nearby logs of the | ||
| Balbuena Este prospect, located westward from existing | |||
| Balbuena Este oil fields. The trap identified is a 3-way fault | |||
| closure similar to the existing neighbouring fields | |||
| (Source: Pluspetrol) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
. . . . . . . . . . | V–51 |
– V-12 –
COMPETENT PERSON’S REPORT
APPENDIX V
Glossary of Terms (Abbreviations & Definitions)
| 2D | Two dimensional | |||||
|---|---|---|---|---|---|---|
| 3D | Three dimensional | |||||
| 1P | Proved Reserves | |||||
| 2P | Proved plus Probable Reserves | |||||
| 3P | Proved plus Probable plus Possible Reserves | |||||
| ºAPI | Degrees API (American Petroleum Institute) | |||||
| Avg | Average | |||||
| bbl | barrels | |||||
| BHP | Bottom hole pressure | |||||
| Bg | Gas Formation Volume Factor | |||||
| Bo | Oil Formation Volume Factor | |||||
| ºC | Degrees Celsius | |||||
| Capex | Capital Expenditures | |||||
| CF | Expected free cash flow | |||||
| Condensate | Liquid petroleum excluding crude oil and LPG produced | at surface | by | |||
| processing or separation of natural gas from gaseous/gas condensate | ||||||
| reservoir | ||||||
| cp | Centipoise | |||||
| Crude Oil | Liquid petroleum, other than |
condensate | and | LPG, | produced | by |
| separation at the surface from | a liquid reservoir | in its | natural state | |||
| before the same has been refined but after | extraction | of water | and | |||
| foreign substances | ||||||
| DCF | Discounted cash flow | |||||
| EELOF | Estimated End of Life of Field | |||||
| E&P | Exploration and Production | |||||
| Est. | Estimated | |||||
| EUR | Estimated Ultimate Recovery | |||||
| G&G | Geological and Geophysical | |||||
| GOR | Gas to Oil Ratio | |||||
| H1 | First half of the year | |||||
| H2 | Second half of the year | |||||
| JV | Joint Venture | |||||
| kg/cm2 | Kilograms per square centimeter | |||||
| km | Kilometers | |||||
| km2 | Square kilometers | |||||
| m | Meters | |||||
| m2 | Square meters | |||||
| m3 | Cubic meters |
– V-13 –
COMPETENT PERSON’S REPORT
APPENDIX V
| m3/d | Cubic meters per day |
|---|---|
| Mboe | Thousand barrels of oil equivalent |
| Mboed | Thousand barrels of oil equivalent per day |
| MMboe | Million barrels of oil equivalent |
| md | Mili darcies |
| Mm3 | Thousands of cubic meters |
| Mm3/d | Thousands of cubic meters per day |
| MMm3 | Millions of cubic meters |
| MMBO | Million barrels of Oil |
| Natural Gas | All hydrocarbons which at standard atmospheric conditions of pressure |
| and temperature are in a gaseous phase including non-hydrocarbon gas | |
| which is in association with and produced together with such gaseous | |
| hydrocarbons | |
| NpP | Net Petroleum Produced |
| NPV | Net Present Value |
| OOIP | Original Oil in Place |
| Opex | Operating Expenditures |
| P10 | 10% probability |
| P50 | 50% probability |
| P90 | 90% probability |
| p.a. | Per annum |
| Pluspetrol | Pluspetrol S.A., the current Operator |
| Pg | Geological probability of successful discovery |
| ppm | Parts per million |
| PRMS | Petroleum Resource Management System |
| PV | Present Value |
| PVCF | Present value of the expected free cash flows |
| Rf | Recovery Factor |
| Sw | Water saturation |
| Temp. | Temporarily |
| US$ | US dollars |
| US$k | Thousands of US dollars |
| US$m | Millions of US dollars |
| UTE Palmar Largo | The Palmar Largo unincorporated Joint Venture |
| WI | Working Interest |
| WOR (or WORP) | Water to Oil Ratio |
| YPF | Argentinean National Oil Company |
– V-14 –
COMPETENT PERSON’S REPORT
APPENDIX V
1. INTRODUCTION AND SCOPE OF REPORT
New Times Energy Corporation Limited (the ‘‘Company’’ or ‘‘Client’’) commissioned Roma Oil and Mining Associates Limited (‘‘ROMA’’) to compose a reserve and economic evaluation of a petroleum asset in the Palmar Largo Concession located at the North West Basin of Argentina (the ‘‘Petroleum Asset’’), held by Pluspetrol Sociedad Anónima (‘‘Pluspetrol’’ or the ‘‘Operator’’) for an effective date of 30 June 2013.
1.1. Nature of the Brief
This evaluation has been carried out in accordance with the Petroleum Resources Management System (PRMS) approved in March 2007 by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers. The report has been prepared and supervised by the Competent Person who is qualified under rules 18.21 and 18.22 under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
To comply with Section 4.2 of PRMS, resource estimates may be prepared using either deterministic or probabilistic methods. A deterministic estimate is a single discrete scenario within a range of outcomes that could be derived by probabilistic analysis. This evaluation used the deterministic methodology.
1.2. Scope and Purpose of the Report
ROMA’s work program involved two phases:
-
. Phase 1: review of information provided; a site visit of the Petroleum Asset’s operations located at in Argentina; discussions with Company personnel regarding the project and plans for the future; and collect and review further documents; and
-
. Phase 2: analysis of the data provided, compile the first draft of the report, review additional data and finalise the report.
1.2.1. Authorisation
The Company authorised this evaluation. The technical analyses were undertaken during the period September to October 2013.
The Report is intended only for the use of the person to whom it is addressed. ROMA assumes no responsibility whatsoever to any person other than the Company in respect of, or arising out of, the contents of this Report. If others choose to rely in any way on the contents of this report they do so entirely on their own risk.
The title to this report shall not pass to the Company until all professional fees have been paid in full.
– V-15 –
COMPETENT PERSON’S REPORT
APPENDIX V
1.2.2. Purpose
The purpose of this report was to prepare a third party independent appraisal of the Petroleum Asset, to be acquired by High Luck Group Limited (‘‘HLG’’), a wholly owned subsidiary of the Company, in the Palmar Largo Concession at Argentina, in support of the Company’s filing on the Hong Kong Stock exchange as a major acquisition and inclusion in the Circular.
The values contained in this report do not include the value of the Operator’s undeveloped prospects nor the tangible value of their interests in associated plant and well-site facilities that they may own.
1.2.3. Reserve definitions
The following definitions, extracted from PRMS have been used in preparing this report.
Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be subclassified based on project maturity and/or characterized by development and production status.
Proved Reserves — Proved Reserves are those quantities of petroleum which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations. If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90-percent probability that the quantities actually recovered will equal or exceed the estimate.
Unproved Reserves — Unproved Reserves are based on geoscience and/or engineering data similar to that used in estimates of Proved Reserves, but technical or other uncertainties preclude such reserves being classified as Proved. Unproved Reserves may be further categorized as Probable Reserves and Possible Reserves.
Probable Reserves — Probable Reserves are those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves. It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50-percent probability that the actual quantities recovered will equal or exceed the proved-plus-probable reserves estimate.
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COMPETENT PERSON’S REPORT
APPENDIX V
Possible Reserves — Possible Reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than Probable Reserves. The total quantities ultimately recovered from the project have a low probability to exceed the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario. When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the 3P estimate.
Reserves Status Categories — Reserves status categories define the development and producing status of wells and reservoirs.
Developed Reserves — Developed Reserves are expected quantities to be recovered from existing wells and facilities. Reserves are considered developed only after the necessary equipment has been installed, or when the costs to do so are relatively minor compared to the cost of a well. Where required facilities become unavailable, it may be necessary to reclassify Developed Reserves as Undeveloped. Developed Reserves may be further sub-classified as Producing or Non-Producing.
Developed Producing Reserves — Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.
Developed Non-Producing Reserves — Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to the start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.
Undeveloped Reserves — Undeveloped Reserves are quantities expected to be recovered through future investments: (1) from new wells on undrilled acreage in known accumulations, (2) from deepening existing wells to a different (but known) reservoir, (3) from infill wells that will increase recovery, or (4) where a relatively large expenditure (e.g. when compared to the cost of drilling a new well) is required to (a) recomplete an existing well or (b) install production or transportation facilities for primary or improved recovery projects.
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COMPETENT PERSON’S REPORT
APPENDIX V
1.2.4. Resource definitions
The following definitions, extracted from PRMS have been used in preparing this report.
Total Petroleum Initially-in-place is that quantity of petroleum that is estimated to exist originally in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production plus those estimated quantities in accumulations yet to be discovered (equivalent to ‘‘total resources’’).
Discovered Petroleum Initially-in-place is that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production.
Production is the cumulative quantity of petroleum that has been recovered at a given date. While all recoverable resources are estimated and production is measured in terms of the sales product specifications, raw production (sales plus non-sales) quantities are also measured and required to support engineering analyses based on reservoir voidage.
Contingent Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for commercial development due to one or more contingencies. Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be subclassified based on project maturity and/or characterized by their economic status.
Undiscovered Petroleum Initially-in-place is that quantity of petroleum estimated, as of a given date, to be contained within accumulations yet to be discovered.
Prospective Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity.
Unrecoverable is that portion of Discovered or Undiscovered Petroleum Initially-inPlace quantities which is estimated, as of a given date, not to be recoverable by future development projects. A portion of these quantities may become recoverable in the future as commercial circumstances change or technological developments occur; the remaining portion may never be recovered due to physical/chemical constraints represented by subsurface interaction of fluids and reservoir rocks.
– V-18 –
COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [377 x 332] intentionally omitted <==
----- Start of picture text -----
PRODUCTION
RESERVES
1P 2P 3P
Proved Probable Possible
CONTINGENT
RESOURCES
1C 2C 3C
UNRECOVERABLE
PROSPECTIVE
RESOURCES
Low Best High
Estimate Estimate Estimate
UNRECOVERABLE
Range of Uncertainty
COMMERCIAL
DISCOVERED PIIP
SUB-COMMERCIAL
Increasing Chance of Commericality
TOTAL PETROLEUM INITIALLY-IN-PLACE (PIIP)
UNDISCOVERED PIIP
----- End of picture text -----
Figure 1-1 Resources classification framework (PRMS).
1.3. Sources of Information
Sources of information and data used in the preparation of this report includes:
-
Past independent third party Reserves Certifications;
-
Reports prepared by the Operator;
-
Presentations prepared by the Operator;
-
Geological reports and Maps;
-
Production decline analysis spreadsheets;
-
Production history spreadsheets;
-
Formal Reserves Reports prepared by the Operator (Planilla 8–8bis and Planilla 9– 9bis spreadsheets);
-
Reserves reconciliation spreadsheets prepared by the Operator;
– V-19 –
COMPETENT PERSON’S REPORT
APPENDIX V
-
Chronogram of Activity spreadsheets prepared by the Operator;
-
General Data spreadsheets prepared by the Operator;
-
Original Oil In Place Volumetric Calculations by the Operator;
-
Detailed well completion reports; and
-
Production and cash flow forecasts prepared by the Operator.
1.4. Product Price
Given that the entire crude production is delivered to the local refineries, forecast oil prices utilised for this report, in order to meet PRMS criteria are based on the sales contract for delivery of crude oil to the local refinery. The Operator has estimated the price to be US$73.97/bbl (US$465/m[3] ) unescalated over the estimated Life of Field. This is deemed to be a reasonable estimate considering the regulated environment in Argentina.
1.5. Capital Expenditures and Operating Costs
Capital expenditures are estimated to be US$3.7m in for the workovers planned in 2013 to increase the productivity of wells in the Palmar Largo field and US$850k is estimated for the workover of the Balbuena Este field in 2014.
Operating expenses are estimated from historical JV accounts and broken down into two major categories — a fixed component, estimated at approximately US$4m p.a. for payment of employee salaries and general overheads, and a variable component associated with the cost of producing, separating, treating and transporting of crude oil. This variable component is estimated at US$9.28/bbl of crude oil produced.
Future expenditures have not been escalated.
1.6. Royalty and Other Taxes
Oil production from the Palmar Largo is subject to Royalty and Provincial Taxes, which the Operator has estimated to be effectively about 11.4% and 1.6% of gross sales revenue respectively. We understand that these taxes are treated as expenses in Argentina and have taken these into consideration in our cash flow projections.
For the purpose of this report the cash flow projections are calculated at the JV level, to provide an estimate of the pre-corporate income tax cash flow. The Operator’s Working Interest percentage is then applied to the resultant pre-corporate income tax cash flow at the JV level to reflect the pre-corporate income tax cash flow net to the Operator.
1.7. Abandonment and Restoration
Abandonment costs are associated with the removal and abandonment of facilities as a result of a termination of Operator’s activities or an asset having reached its end of productive life. This includes wells, buildings, plants and machinery within the Concession.
– V-20 –
COMPETENT PERSON’S REPORT
APPENDIX V
The Operator has an ongoing abandonment program. The total cost of abandonment is estimated to be US$6.5m in the next four years towards the end of the current Concession term and US$17.5m if the Concession were to be operated until the Estimated End of Life of Field (‘‘EELOF’’) in 2027.
1.8. Statement of Independence of ROMA
The Competent Person is independent of the Company, its directors, senior management and advisers. Neither ROMA nor any of the authors of the Report have any material existing or contingent interest in the outcome of the Report, nor do they have any pecuniary or other interest that could be reasonably regarded as being capable of affecting their independence or that of ROMA.
ROMA has no prior association with the Company in relation to the Petroleum Asset that are the subject of the Report. ROMA has no beneficial interest in the outcome of the technical assessment conducted in connection with the preparation of the Report which is being capable of affecting its independence. ROMA’s fee for preparing the Report is based on its normal professional daily rates plus reimbursement for incidental expenses. The payment of ROMA’s professional fee is not contingent upon the outcome of the Report.
1.9. Basis of Opinion
The Competent Person’s Report has been prepared within the context of the Competent Person’s understanding of the effects of petroleum legislation, taxation, and other regulations, that currently apply to assets.
The Competent Person is in a position to attest to the rights of the Company to explore and extract the Petroleum Asset.
The Competent Person’s Report is, and remains, an independent opinion despite certain information used in the preparation of the Competent Person’s Report having been given to it by the Company.
1.10.Warranties
The Company has represented in writing to ROMA that full disclosure has been made of all material information and that, to the best of its knowledge and understanding, such information is complete, accurate and true.
1.11.Indemnities
The Company has provided ROMA with an indemnity under which ROMA is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required:
- . which results from ROMA’s reliance on information provided by the Company which is inaccurate or incomplete; or
– V-21 –
COMPETENT PERSON’S REPORT
APPENDIX V
- . which relates to any consequential extension workload through queries, questions or public hearings arising from the Report.
1.12.Consents
ROMA consents to the Report being included, in full, and the reference to ROMA’s name and names of the authors of the Report in the shareholders’ circular to be issued by Company, in the form and context in which the technical assessment is provided, and not for any other purpose.
2. SUMMARY OF ASSETS
2.1. Petroleum Asset and Ownership
The Palmar Largo Concession is located in the Argentinean North-West basin in the Province of Formosa, situated between the Province of Salta and Paraguay. It lies approximately 200 km South-East from the city of Tartagal.
The Concession ring fences two blocks. The first is the Palmar Largo block, located mainly in the Province of Formosa, covering an area of 1,221.1 km[2] . This block holds the most important fields within the Concession. The second is the Balbuena Este block located farther North-West in the Province of Salta, covering an area of 161 km[2] and containing the Balbuena Este oil field.
==> picture [389 x 222] intentionally omitted <==
Figure 2-1 The Location of Palmar Largo Concession (Source: Pluspetrol).
The Palmar Largo oil field was discovered in 1984 by the Argentinean National Oil Company, YPF, who were the operators until 1992 after which Pluspetrol, following their acquisition of a 38.15% Working Interest (WI), became the operating partner of the UTE Palmar Largo JV.
– V-22 –
COMPETENT PERSON’S REPORT
APPENDIX V
The current partners and their respective WI in the UTE Palmar Largo JV are as follows:
| Company | Working Interest |
|---|---|
| Pluspetrol (Operator) | 38.15% |
| YPF | 30.00% |
| CGC Empresa Petrolera | 17.85% |
| GranTierra Energy Inc. | 14.00% |
Table 2-1 UTE Palmar Largo JV Partners.
The Concession lease will expire on 23 December 2017. In the absence of any evidence or precedents to suggest otherwise, we believe that there is a high likelihood that the current JV will renew and continue operating the lease for at least another 10 years beyond the current term until the EELOF.
The main oil field (Palmar Largo) is an under-saturated field with a reservoir composed of volcanic rocks, is naturally fractured and has a very strong water drive. In contrast, all the other so called satellite fields produced or are producing from the sandstones of the Yacoraite Formation.
The Concession consists of nine fields in total — seven in the Province of Formosa and two in the Province of Salta. The fields in Formosa are Cañada Rica, El Molino, El Potrillo, La Tigra Norte, Palmar Largo, Puesto La Entrada and Ramón Lista, and the fields in Salta are El Chorro and Balbuena Este.
The fields in the Concession are considered very mature and have been in decline with increasing water cut since the early 1990’s. Currently only six of the 14 fields are active. Four of the satellite fields are temporarily out of service, and four have been permanently abandoned.
– V-23 –
COMPETENT PERSON’S REPORT
APPENDIX V
Among the oil fields in the Concession, the main Palmar Largo field is expected to continue producing for approximately another 15 years. Balbuena Este is expected to continue producing for about another 10 years whilst all the other fields currently in production are expected to be depleted and abandoned within the next four years.
| Avg daily | |||
|---|---|---|---|
| Production | Est. Remaining | ||
| Oil Field | Status | (June 2013) | Life of Field |
| Palmar Largo | Active | 113 m3/d | 15 years |
| Balbuena Este | Active | 12 m3/d | 10 years |
| Cañada Rica | Active | 0 | 4 years |
| El Potrillo | Active | 5 m3/d | 4 years |
| Puesto La Entrada | Active | 0 | Nil |
| Ramón Lista | Active | 38 m3/d | 4 years |
| El Chorro | Temp. Out of Service | 0 | Nil |
| El Molino | Temp. Out of Service | 0 | Nil |
| La Tigra | Temp. Out of Service | 0 | Nil |
| La Tigra Norte | Temp. Out of Service | 0 | Nil |
| El Alambrado | Abandoned | 0 | Nil |
| Mataco | Abandoned | 0 | Nil |
| Chaguanco | Abandoned | 0 | Nil |
| El Pilagá | Abandoned | 0 | Nil |
Table 2-2 Palmar Largo Concession, Fields Status.
– V-24 –
COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [367 x 616] intentionally omitted <==
Figure 2-2 Palmar Largo (including Balbuena Este) Concession Map (Source: Pluspetrol).
– V-25 –
COMPETENT PERSON’S REPORT
APPENDIX V
Palmar Largo Concession
JV Partners and Working Interests: UTE Palmar Largo JV (Pluspetrol S.A: 38.15% – YPF S.A: 30% – CGC S.A: 17.85% – Gran Tierra Energy Argentina S.R.L: 14%)
Operator: Pluspetrol S.A.
Concession lease expiry date: 22-December-2017
| FIELD | Cañada Rica | El Molino | El Potrillo | La Tigra Norte | Palmar Largo |
|---|---|---|---|---|---|
| Total Wells Drilled: | 4 | 2 | 1 | 2 | 23 |
| Total Productive Wells: | 1 | 0 | 1 | 0 | 8 |
| Total Active Injector Wells: | 1 | 0 | 0 | 0 | 10 |
| Producing Formation | Palmar Largo + | Yacoraite | Palmar Largo | Palmar Largo | Palmar Largo |
| Yacoraite | |||||
| Litology (*) | Volc. Brec. + L-stone | Limestone + | Breccia + | Breccia + | Breccia + |
| + Calcarenites | Calcareous Sandstone | Volcaniclastic conglom. | Volcaniclastic conglom. | Volcaniclastic conglom. | |
| Field Type (1) | Oil | Oil | Oil | Oil | Oil |
| Drainage Mechanism (2) | Disolved Gas and | Disolved Gas + Fluid | Disolved Gas and | Disolved Gas and | Disolved Gas and |
| Water Drive | Expansion | Water Drive | Water Drive | Water Drive | |
| Average Depth | 3,850 | 4,075 | 4,225 | 4,200 | 4,200 |
| (m below well head) | |||||
| Average Porosity (%) | 17.50% | 10% | 8% | 8% | 8% |
| Average Permeability (md) | 5–40 | <0.1 | <1 | N/A | 50–200 |
| Average Sw (%) | 39% | 40% | 45% | 31% | 31% |
| Average Net Pay (m) | 18 | 7 | 13 | 9 | 9 |
| Surface of Proven Reserves | 2 | 0.5 | 0.5 | 0.96 | 10 |
| (Km2) | |||||
| Boi | 1.3 | 1.41 | 2.2 | 1.79 | 1.79 |
| Bgi | n/a | n/a | n/a | n/a | n/a |
| GOR Actual | 300 | 300 | 300 | 300 | 300 |
| Reserves Calculation | Decline Analysis — | Decline Analysis — | Decline Analysis — | Decline Analysis — | Decline Analysis — |
| Methodology | Volumetrics | Volumetrics | Volumetrics | Volumetrics | Volumetrics |
| FIELD | Puesto La Entrada | Ramón Lista | El Chorro | Balbuena Este | |
| Total Wells Drilled: | 2 | 2 | 1 | 3 | |
| Total Productive Wells: | 0 | 1 | 0 | 1 | |
| Total Active Injector Wells: | 0 | 0 | 0 | 1 | |
| Producing Formation | Palmar Largo | Yacoraite | Yacoraite | Yacoraite | |
| Litology (*) | Breccia + conglom. | Limestone + | Limestone + | Limestone + | |
| Vulcanoclastic | Calcareous Sandstone | Calcareous Sandstone | Calcareous Sandstone | ||
| Field Type (1) | Oil | Oil | Oil | Oil | |
| Drainage Mechanism (2) | Disolved Gas and | Disolved Gas and | Disolved Gas and | Disolved Gas and | |
| Water Drive | Water Drive | Water Drive | Water Drive | ||
| Average Depth (m below well | 3,900 | 4,150 | 4,200 | 4,200 | |
| head) | |||||
| Average Porosity (%) | 8% | 10% | 10% | 10% | |
| Average Permeability (md) | 50–200 | 0.5–30 | 0.5–20 | 100–120 | |
| Average Sw (%) | 31% | 31% | 31% | 31% | |
| Average Net Pay (m) | 13 | 13 | 11 | 11 | |
| Surface of Proven Reserves | 0.82 | 0.9 | 1.45 | 1.46 | |
| (Km2) | |||||
| Boi | 2.32 | 2.1 | 2.1 | 1.23 | |
| Bgi | n/a | n/a | n/a | n/a | |
| GOR Actual | 300 | 300 | 300 | 300 | |
| Reserves Calculation | Decline Analysis — | Decline Analysis — | Decline Analysis — | Decline Analysis — | |
| Methodology | Volumetrics | Volumetrics | Volumetrics | Volumetrics |
(*) Example: Shallow Lacustrine Sandstones
(1) Example: Saturated Oil
(2) Example: Disolved Gas — Secondary
Table 2-3 General Data of Fields in the Palmar Largo Concession (Source: Pluspetrol).
– V-26 –
COMPETENT PERSON’S REPORT
APPENDIX V
As shown on Table 2-4 below, there are 46 wells drilled in the Concession of which 14 are active production and 12 are injector (disposal) wells. We have been advised by the Operator that produced water is being disposed by re-injection into the subsurface via the 12 disposal wells. Being mature fields in a declining phase, water forms a significant portion of the production in the Concession. Current average water cut approximately 96%.
Besides the production and disposal wells, there are 10 inactive and another 10 abandoned wells.
The wells have an average spacing of 600 m and an average depth of 3,900 m below surface.
| Well Status Active Production Injection (Disposal) Inactive Abandoned Total Wells |
Quantity 14 12 10 10 |
|---|---|
| 46 |
Table 2-4: Wells in Palmar Largo Concession.
– V-27 –
COMPETENT PERSON’S REPORT
APPENDIX V
Further details on the status of the oil fields and wells in the Concession had been documented by ROMA’s geologist Brad Chum during a site visit between 7th and 13th October 2013, and his findings are being presented on Table 2-5 below.
| Active | In Prod.? | ||
|---|---|---|---|
| Fields and Wells | Wells | (y/n) | Comments |
| BE.e-1001 | 1 | Y | Mechanical Pumping (Rotaflex Weatherford) |
| BE.x-1 | N | WO planed in 2013 (convert Probable to Proved Reserves) | |
| BE-1002 | N | Injector well | |
| Balbuena Este | Total Wells 3, Producing 1, BE-1002 converted to Injector | ||
| CR.a-2 | 2 | N | Mechanical Pumping. Waiting pulling to repair pump/replace pump jack |
| CR.x-1 | N | Injector | |
| CR-4 | N | WO not planned yet | |
| CR.a-3 | N | Abandoned | |
| Cañada Rica | Total Wells 4, Abandoned 1, Temporarily out of service 1, WO planned 1 | ||
| ECho.x-1 | N | WO not planned | |
| El Chorro | Exploration well in portfolio for 2015 | ||
| EM.x-1 | N | Abandoned | |
| EM.x-2 | 3 | N | Mechanical Pumping (Pumpjack). Temporarily out of service |
| El Molino | Total Wells 2, Abandoned 1, Active 1 | ||
| EPo.x-1(2D) | Y | Natural flow | |
| El Potrillo | Total Wells 1 | ||
| LTN.a-2(D) | N | Holding pressure | |
| LTN.x-1(3D) | N | Idem a-2. Temporarily out of service. | |
| La Tigra Norte | Locations flooded by river. Wellheads stands 2mts below sediments. | ||
| Abandonment programmed for 2014 | |||
| PL.a-14 | 4 | Y | Gas lift |
| PL.a-6(H) | 5 | Y | Gas lift |
| PL.a-9 | 6 | Y | Gas lift |
| PL.r-10 | 7 | Y | Gas lift. Reentry of PL-10 |
| PL.x-1 | 8 | Y | Gas lift |
| PL-1001(H) | 9 | Y | Gas lift |
| PL-16 | 10 | Y | Gas lift |
| PL-18 | 11 | Y | Gas lift |
| PL.a-12(H) | N | Temporarily out of service. Without extraction system. | |
| PL.a-13 | N | Injector well | |
| PL.a-15 | N | Injector well | |
| PL.x-5 | 12 | N | Mechanical pumping (pump Jack). Temporarily out of service |
| PL-10 | N | Abandoned. Plugged and sidetracked (see PL.r-10) | |
| PL-17(DH) | N | Injector well | |
| PL-20 | N | Injector well. Temporarily out of service | |
| PL-21(H) | N | Injector well | |
| PL-3 | N | Injector well | |
| PL-7 | 13 | Y | Gas lift |
| PL-1002(H) | N | Injector well | |
| PL-8 | N | Injector well | |
| PL.a-11 | N | Injector well | |
| PL.a-2 | N | Injector well | |
| ES.x-1001 | N | Abandoned | |
| Chg.x-1 | N | Abandoned | |
| EAl.x-1 | N | Abandoned | |
| LT.x-1 | N | Abandoned | |
| M.x-1 | N | Abandoned | |
| Pil.x-1 | N | Abandoned | |
| Palmar Largo | Total Wells 27 and 1 reentry , Producing 9, Temporarily out of service 2, | ||
| Injector 10, Abandoned 7 | |||
| PLE.a-2 | N | Mechanical pumping (pump Jack). Temporarily out of service. | |
| PLE.x-1 | N | Mechanical pumping (pump Jack). Temporarily out of service | |
| Puesto La Entrada | Total wells 2, Out of service 2 | ||
| RL-1001 | 14 | Y | Gas lift |
| RL.x-1 | N | In study | |
| Ramon Lista | Total wells 2, Producing 1, In study 1 |
Table 2-5 Status of wells and oil fields of the Palmar Largo Concession as documented during the site visit in October 2013.
– V-28 –
COMPETENT PERSON’S REPORT
APPENDIX V
According to the Operator, the Concession currently has an average gross production rate of approximately 4.2 Mm[3] /day. Taking into account the ~96% water cut, net production is approximately 180 m[3] /d. The oil produced has a gravity of 44 ºAPI and viscosity of 0.97 cp. Produced water has a salinity of 150,000 ppm. Reservoir pressure, originally at 406 kg/cm[2] has now been depleted to 365 kg/cm[2] . Downhole reservoir temperature is 182 ºC.
Gas is also being produced from the oil fields in the Concession. The Gas to Oil Ratio (GOR) is approximately 300. All the gas produced is being consumed by internal operations, mainly in the Gas Lift operations, which is the main artificial lifting technique used to extend recovery of crude oil in the Palmar Largo Concession. Part of the produced gas is also being used as fuel for electricity generators.
For this reason, gas production from the Concession is deemed to have nil commercial value and is not taken into consideration in the Reserves and Resource evaluations, nor in any of the economic valuations.
With the Gas Lift artificial lifting technique, high pressure gas is injected into the annular space of the oil well and through calibrated valves in the production mandrels where the high pressure gas enters the production tubing and comes back to surface lifting the reservoir fluids with it. Gas lifting technique enhances production by:
-
Reducing well fluid density, and consequently reducing the hydrostatic load by increasing the gas-liquid ratio.
-
Gradual expansion of gas bubbles in the production tubing as fluid rises and pressure decreases.
-
Displacement of liquids by rising large gas bubbles acting as a piston in the production tubing.
==> picture [243 x 224] intentionally omitted <==
----- Start of picture text -----
GAS
LIQUID
LIQUID
GAS
(C)
Displacement of Liquid
Slugs by Gas Bubbles
(A) (B)
Reduction of Expansion of Gas
Fluid Density
----- End of picture text -----
Figure 2-3: Gas lift artificial lifting technique (Source: Pluspetrol).
– V-29 –
COMPETENT PERSON’S REPORT
APPENDIX V
2.2. Surface Facilities
The surface production facilities installed in the Palmar Largo Concession include: a separation facility, a water treatment plant and a gasoline plant. The separation facility consists of two horizontal 2-phase separators, one gravity separation tank and two oil sales tanks. This facility has a capacity to treat 5,500 m[3] /d of gross production and is currently on utility factor of 77%.
The water treatment plant, which includes two skimmer tanks, two multi stage rotary pumps and three alternative plants, treats 5,000 m[3] /d of water production on a utility factor of 77%. The main constraint in water treatment volumes is the intake capacity of the injection (disposal) wells.
The gasoline plant has two fan coolers, one gas-gas heat exchanger, one liquid propane chiller and a vertical cold separator. Gas treatment capacity is 300 m[3] /d and is currently running at an overcharged utility factor or 105%.
The surface production operating schematic is as illustrated by Figure 2-4 below.
Operation Schematic
==> picture [400 x 268] intentionally omitted <==
----- Start of picture text -----
Gas Injection Manifold
Compression Treated Gas
Plant
Production Manifold
Natural Gas
Gross 4,200 m [3] /d Total Gas Flare
350 Mm [3] /d
Separation Recovered Gas
Producer Well Facilities Gasoline
350 Mm [3] /d
Water + Oil Plant
Vapor
Tank Vapors Recovery
Unit
Oil
Cutter
Tank Gasoline Gasoline Disposal Well
Tank
Water Injection Manifold
Water 4,000 m [3] /d Water Treatment
Water
Feed & Pumping
Oil
Sales Sales
200 m [3] /d
Tank 4 Tank 5 Truck loading station
12 Trucks
To Balbuena Facilities
----- End of picture text -----
Figure 2-4 Surface Production Operating Schematics (Source: Pluspetrol).
The other main facilities installed in the Concession include:
- . Power Station — four gas powered generators with a total installed capacity of 2,300 BHP.
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COMPETENT PERSON’S REPORT
APPENDIX V
-
. Compression plant — eight Cooper-Ajax compressors with a total installed capacity of 3,177 BHP. The plant has a gas compression capacity of 250 Mm[3] /d, and is currently running at full load (utility factor of 98%).
-
. Treated Oil Transportation — twelve tanker trucks (34 m[3] each) required for transporting treated crude oil over a distance of 280 km to the sales point. This is managed using six contractors at a rate of US$3.6/bbl of oil transported.
-
. Tanks and pumping station of Balbuena Este — two oil sales tanks of 1,000 m[3] each, two rotating multistage pumps for pumping sales oil into a 60 km pipeline to the refinery, which is available for receiving crude oil 24-hours/day. This facility has a capacity of 1,600 m[3] /week and its current utility factor is 87%.
3. BASIN GEOLOGY AND PETROLEUM SYSTEMS
3.1. Basin Geology
The Paleozoic Basin of North-West Argentina is located in the Southern portion of a major basin that extends through Bolivia and Paraguay. Within Argentina the basin is exclusively developed in the province of Salta. Figure 3-1 below shows the location of the Basin and the various sub-basins and oil fields within.
==> picture [433 x 258] intentionally omitted <==
Figure 3-1 The Palaeozoic Basins of North-West Argentina and location of various oil fields (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
The stratigraphic column is composed of two main sedimentary cycles namely the Silurian-Devonian (of marine origin) and the Carbo-Permian (of continental origin with significant glacial influences.)
==> picture [305 x 353] intentionally omitted <==
Figure 3-2 The geological timescale of the Palaeozoic Basins of North-West Argentina (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [429 x 248] intentionally omitted <==
Figure 3-3 N-S Regional Stratigraphic Cross Section of the Lomas de Olmedo Sub-basin (Source: Pluspetrol).
Depositional palaeo-environments were interpreted from core samples, which indicate that the Devonian reservoirs were developed on a gently sloping platform with facies corresponding to a near-shore environment with accompanying examples of wave actions. Low angle planar structures relating to an unsheltered sub-environment and posterior shore facies have also been identified.
The Silurian-Devonian layer commences with the deposits of the Zapala Formation, which is characterized by vuggy porosities, possibly of a glacial origin. It continues with a sequence developed over three sedimentary cycles, each of which begins with clay and ends with quarzites, representing coarsening upwards sequences.
The first cycle commences with the deposits of the Kirusillas Formation and the Lower Silurian and ending with the deposits of the Santa Rosa Formation of the Lower Devonian. The second cycle starts with the deposits of the Icla Formation and continues with the deposits of the Huamampampa Formation, and the third cycle begins with the deposits the Monos Formation and terminates with the deposits of the Iquiri Formation on the Upper Devonian.
All of the Devonian reservoirs are naturally fractured. The structural definitions and the angular relationships between the folds, noses and crests are very significant in the distribution of the fractures.
Two regions have been identified to be geographically distinct: The Sub-Andean Range, towards the west and the Chaqueña Plains on the east. The former corresponds to a fold and thrust belt whilst the latter relates to a tectonic platform (Figure 3-1).
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COMPETENT PERSON’S REPORT
APPENDIX V
The Silurian-Devonian reservoirs are formed by fractured quartzites (the fractures are located at the crests of the folds). On the other hand the Carbo-Permian reservoirs are sandstones with inter-granular porosities.
The Carboniferous aged sediments commences with the Tupambi Formation, integrated by sandstones with mudstone intercalations, and has a large lateral variation of facies and thicknesses. Overlaying that is the Tarija Formation, which consists of a large packet of diamictites of glacial origin and above that lies the Las Peñas formation, which was deposited over a surface with strong palaeo-reliefs generated by glacial activities that have resulted in a layer of highly variable thicknesses, which consists of sandstones, diamictites and mudstones of glacial and lacustrine origins.
3.2. Petroleum Geology
In the west of the Formosa Province, the mudstones and micrites of the Yacoraite Formation are the only rocks found to demonstrate any capacity for hydrocarbon generation. According to Disalvo and Demure (1996) and Gómez, Omil and Boll (1999), most of the hydrocarbons originated during the Upper Tertiary and the fluids migrated laterally and upwards through the clastic and pyroclastic rocks. This lateral migration is characteristic of the Yacoraite and Palmar Largo formations where the lithofacies are extended and widely spread, but has significant vertical variations and frequent extended intercalations of fine rocks that form the seal for upward movement of fluids.
The hydrocarbon reservoirs in the region are primarily composed of volcanic rocks associated with the Palmar Largo formation as encountered in the oil fields of Palmar Largo, Cañada Rica, El Chivil, Surubí and La Tigra Norte.
The main traps encountered are dominantly structural, such as anticlines and domes. These structural highs were formed by a combination of original volcanic relief; differential compaction and tectonic inversion.
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COMPETENT PERSON’S REPORT
APPENDIX V
The seal of the petroleum system is formed by the fine grained sediments and carbonates of the Yacoraite formation formed as a result of the levelling of the volcanic landscape. Figure 3-4 and Figure 4-1 graphically illustrates the petroleum system discussed above.
==> picture [252 x 315] intentionally omitted <==
Figure 3-4 The Yacoraite Petroleum System of Palmar Largo (Source: Pluspetrol).
4. PALMAR LARGO FIELD AND ACREAGES
4.1. Reservoirs of the Palmar Largo Formations
Petrophysically, the igneous rocks of the Palmar Largo formation have been described as being heterogeneous. They can vary from being the main reservoir to grading to partial seals and appear to have compartmentalised the migration pathways within the fields.
Likewise, the electrical logs of the Palmar Largo formation also display strong heterogeneous responses.
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COMPETENT PERSON’S REPORT
APPENDIX V
4.2. Review of Basin Geology and Petroleum Systems
The petroleum system in the Concession is formed between the Yacoraite and Palmar Largo formations, where the former is not only the source rock but also acts as the seal, while the latter, which is composed mainly of breccias and conglomerates associated with volcanic rocks, is the reservoir.
==> picture [431 x 286] intentionally omitted <==
Figure 4-1 The Yacoraite-Palmar Largo Petroleum System (Source: Pluspetrol).
The main characteristic of the fields are presented in Table 2-4 of this report.
4.3. Reservoir Characteristics
The Palmar Largo field has a very strong salt water drive that sustainably maintains reservoir pressure and performance. Current actual production is about 180 m[3] /day, with a water cut of approximately 96%.
The oil has about 44 ºAPI and is located approximately 3,950 m below surface, with an original reservoir pressure of 406 kg/cm[2] .
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COMPETENT PERSON’S REPORT
APPENDIX V
Figure 4-2 below is the historical production chart incorporating the oil production flow rate, the water cut and the number of producing wells. The chart also shows the two periods of different operatorships in the concession.
==> picture [404 x 276] intentionally omitted <==
Figure 4-2 Palmar Largo Concession Production History (Source: Pluspetrol).
The chart in Figure 4-3 demonstrates the four stages of production that the Concession has gone through since discovery in 1984.
-
. Stage 1 — Discovery and development, production from natural surge without water.
-
. Stage 2 — Natural surge with water cut commencing and incrementing over time. Production regime was maintained (1,800 m[3] /d) reducing the dynamic pressure at the well head.
-
. Stage 3 — Implementation of artificial extraction system (gas lift) increasing extraction regime to 5,500 m[3] /d.
-
. Stage 4 — Constant production regime.
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COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [404 x 504] intentionally omitted <==
Figure 4-3 Palmar Largo Concession in various stages of production (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.4. Original Volumes in Place
The Operator has undertaken volumetric calculations to determine the Original Oil in Place (OOIP) considering the distribution of net pay in the fields. These values are presented in Table 4-1 below and are considered to be adequate and reasonable, based on our knowledge of the area.
BASIN: North West Argentina PROVINCE: Formosa/Salta CONCESSION: Palmar Largo
| PROVED | |||
|---|---|---|---|
| FIELD | RESERVOIR | OOIP | Rf |
| (Mm3) | (%) | ||
| Palmar Largo | Palmar Largo | 16.6 | 38% |
| Balbuena Este | Yacoraite | 0.9 | 26% |
| Cañada Rica | Palmar Largo + Yacoraite | 1.0 | 32% |
| Puesto La Entrada | Palmar Largo | 0.4 | 37% |
| El Potrillo | Palmar Largo | 0.4 | 6% |
| Ramón Lista | Yacoraite | 1.6 | 8% |
| El Chorro | Yacoraite | 1.7 | 8% |
| El Molino | Yacoraite | 0.1 | 5% |
| La Tigra Norte | Palmar Largo | 0.4 | 18% |
Table 4-1 OOIP and Rf of fields in the Palmar Largo Concession.
4.5. Reserves and Resource Estimates
As at 30 June 2013, the average daily production was 168 m[3] of oil with approximately 50 Mm[3] of gas. The cumulative production was 7.402 MMm[3] of oil and 1,139 MMm[3] of gas.
We have estimated the remaining reserves and resources of the Palmar Largo Concession as at 30 June 2013. The volumes are presented in Table 4-2 below. This assessment is based on technical and all other relevant information that have been made available to us.
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COMPETENT PERSON’S REPORT
APPENDIX V
We have calculated the reserves volumes to the end of the Concession, as well as until the EELOF, assuming that the JV will renew and operate the lease beyond its current expiry date of 23 December 2017. In the absence of any evidence or precedents to suggest otherwise, we expect that the current JV will renew and continue to operate the Concession until the EELOF.
| Volumes to | Expiry of | Concession | Volumes to | End of Life of Field | End of Life of Field | End of Life of Field | |
|---|---|---|---|---|---|---|---|
| Gross | Pluspetrol | Pluspetrol | Gross | Pluspetrol | Pluspetrol | ||
| (JV 100%) | WI | Net* | (JV 100%) | WI | Net* | ||
| (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | ||
| Proved | |||||||
| Developed | 230 | 88 | 78 | 409 | 156 | 138 | |
| Undeveloped | 17 | 6 | 6 | 35 | 13 | 12 | |
| Total Proved | 247 | 94 | 83 | 444 | 170 | 150 | |
| Probable | 8 | 3 | 3 | 18 | 7 | 6 | |
| Possible | 0 | 0 | 0 | 0 | 0 | 0 | |
| Mean Prospective | |||||||
| Resource** | |||||||
| Unrisked | 0 | 0 | 0 | 1,746 | 666 | 590 |
Note:
The numbers are corrected to the nearest thousands.
-
Net of Royalty 11.4%.
-
** From exploration prospects
Table 4-2 Summary of Oil Reserves of the Palmar Largo Concession as at 30 June 2013.
As previously noted, the natural gas produced is entirely consumed internally, hence has nil commercial value for the purpose of this valuation. Gas is therefore not included as reserves.
The Concession also has an upside potential of 1,746 Mm[3] (unrisked) prospective resource that is derived from 11 exploration prospects that have been identified by the Operator. Resource estimates are only assigned to the EELOF scenario as we consider it highly unlikely that these exploration prospects will be developed during the current concession term.
4.6. Reserves Estimates for Individual Fields
In this section we shall provide some brief information and the reserves estimates for each of the individual oil fields within the Concession.
The Palmar Largo field is the principal field and it was first discovered and brought into production by YPF, the Argentina National Oil Company, in 1984. There are at present 28 wells drilled in this field, of which 9 are producers and 10 are injectors.
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COMPETENT PERSON’S REPORT
APPENDIX V
Oil is produced from the Palmar Largo formation, about 4,200 m below surface. The reservoir is made up primarily of breccia and volcano-clastic conglomerates and has a very strong water drive. Reservoir qualities can be considered to be good, with an average porosity of 8% and permeability between 50 to 200 md.
As at 30 June 2013, this field had produced a total of 6,306Mm[3] of oil and was producing at an average rate of approximately 113m[3] /day.
Table 4-3 below summarises the oil production and reserves estimates of the Palmar Largo and all the other satellite fields in the concession. General details about the fields are presented in Table 2-3 above.
We have also presented the Reserves Report for each individual field, as at 31 December 2012, as submitted by the Operator to the Regulators (these spreadsheets are also known as ‘‘Planilla 8 and Planilla 8 Bis’’) on Table 4-4, and following that on Table 4-5, is the detailed monthly production statistics for the month of June 2013, as reported by the Operator to the Regulators (this spreadsheet is also known as ‘‘Capitulo IV’’).
Reserves for Individual fields to End of Concession
| Field Palmar Largo Balbuena Este Cañada Rica El Chorro El Molino Puesto La Entrada El Potrillo La Tigra Norte Ramón Lista Total |
Cummulative Production (Mm3) 6,306 229 330 137 5 157 23 78 137 7,402 |
Current Production (m3/day) 113 12 0 0 0 0 5 0 38 168 |
Proved Reserves (Mm3) Developed Undeveloped Total 170 17 187 15 0 15 4 0 4 0 0 0 0 0 0 0 0 0 4 0 4 0 0 0 37 0 37 230 17 247 |
Probable Reserves (Mm3) 0 8 0 0 0 0 0 0 0 8 |
Possible Reserves (Mm3) 0 0 0 0 0 0 0 0 0 |
|---|---|---|---|---|---|
| 0 |
Reserves for Individual fields to End of Life of Field
| Field Palmar Largo Balbuena Este Cañada Rica El Chorro El Molino Puesto La Entrada El Potrillo La Tigra Norte Ramón Lista Total |
Cummulative Production (Mm3) 6,306 229 330 137 5 157 23 78 137 7,402 |
Current Production (m3/day) 113 12 0 0 0 0 5 0 38 168 |
Proved Reserves (Mm3) Developed Undeveloped Total 318 35 353 32 0 32 10 0 10 0 0 0 0 0 0 0 0 0 4 0 4 0 0 0 46 0 46 409 35 444 |
Probable Reserves (Mm3) 0 18 0 0 0 0 0 0 0 18 |
Possible Reserves (Mm3) 0 0 0 0 0 0 0 0 0 |
|---|---|---|---|---|---|
| 0 |
Table 4-3 Reserves Estimate for individual fields as at 30 June 2013.
– V-41 –
COMPETENT PERSON’S REPORT
APPENDIX V
PROVED, PROBABLE AND POSSIBLE OIL RESERVES AND RESOURCES AS AT 31-12-2012 TO THE END OF CONCESSION In Thousands of Cubic Meters
Planilla nº 8
| Proved | Probable | Possible | Resources | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Primary Recoverable | Secondary Recoverable | Total | Original | Original | Original | |||||||
| Province | Concession | Field | Original Extracted Remaining | Original Extracted Remaining | Remaining | Recoverable | Recoverable | Recoverable | ||||
| Formosa/ | Palmar Largo | 7,649 | 7,369 | 279 | 0 | 0 | 0 | 279 | 8 | 0 | 0 | |
| Salta | ||||||||||||
| Formosa | Palmar Largo | Palmar Largo | 6,493 | 6,284 | 209 | 0 | 209 | 0 | 0 | |||
| Salta | Palmar Largo | Balbuena Este | 244 | 226 | 17 | 0 | 17 | 8 | 0 | |||
| Formosa | Palmar Largo | Cañada Rica | 334 | 330 | 5 | 0 | 5 | 0 | 0 | |||
| Salta | Palmar Largo | El Chorro | 137 | 137 | 0 | 0 | 0 | 0 | 0 | |||
| Formosa | Palmar Largo | El Molino | 5 | 5 | 0 | 0 | 0 | 0 | 0 | |||
| Formosa | Palmar Largo | Puesto La | 157 | 157 | 0 | 0 | 0 | 0 | 0 | |||
| Entrada | ||||||||||||
| Formosa | Palmar Largo | El Potrillo | 26 | 22 | 4 | 0 | 4 | 0 | 0 | |||
| Formosa | Palmar Largo | La Tigra Norte | 78 | 78 | 0 | 0 | 0 | 0 | 0 | |||
| Formosa | Palmar Largo | Ramón Lista | 175 | 130 | 44 | 0 | 44 | 0 | 0 |
PROVED, PROBABLE AND POSSIBLE OIL RESERVES AND RESOURCES AS AT 31-12-2012 TO THE END OF LIFE OF FIELD In Thousands of Cubic Meters
Planilla nº 8 bis
| Proved | Probable | Possible | Resources | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Primary Recoverable | Secondary Recoverable | Total | Original | Original | Original | |||||||
| Province | Concession | Field | Original Extracted Remaining | Original Extracted Remaining | Remaining | Recoverable | Recoverable | Recoverable | ||||
| Formosa/ | Palmar Largo | 7,846 | 7,369 | 477 | 0 | 0 | 0 | 477 | 18 | 0 | 0 | |
| Salta | ||||||||||||
| Formosa | Palmar Largo | Palmar Largo | 6,659 | 6,284 | 375 | 375 | 0 | 0 | ||||
| Salta | Palmar Largo | Balbuena Este | 261 | 226 | 35 | 35 | 18 | 0 | ||||
| Formosa | Palmar Largo | Cañada Rica | 340 | 330 | 10 | 10 | 0 | 0 | ||||
| Salta | Palmar Largo | El Chorro | 137 | 137 | 0 | 0 | 0 | 0 | ||||
| Formosa | Palmar Largo | El Molino | 5 | 5 | 0 | 0 | 0 | 0 | ||||
| Formosa | Palmar Largo | Puesto La | 157 | 157 | 0 | 0 | 0 | 0 | ||||
| Entrada | ||||||||||||
| Formosa | Palmar Largo | El Potrillo | 26 | 22 | 4 | 4 | 0 | 0 | ||||
| Formosa | Palmar Largo | La Tigra Norte | 78 | 78 | 0 | 0 | 0 | 0 | ||||
| Formosa | Palmar Largo | Ramón Lista | 183 | 130 | 53 | 53 | 0 | 0 |
Table 4-4 The Operator’s Reserves and Resources Report as at 31 December 2012 (Source: Pluspetrol).
– V-42 –
APPENDIX V
COMPETENT PERSON’S REPORT
| Profundidad | 3929 | 3929 | 3981 | 3981 | 4000 | 4004 | 4004 | 4004 | 3949 | 4202 | 4263 | 4263 | 4272 | 4216 | 4200 | 4045 | 4000 | 4151 | 3766 | 4235 | 4157 | 4344 | 3947 | 3935 | 4094 | 4094 | 3912 | 3970 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cota | 205.75 | 205.75 | 204.98 | 204.98 | 206.9 | 208 | 208 | 208 | 198.2 | 196.7 | 199.5 | 199.5 | 200 | 200.4 | 191.51 | 194.3 | 194.1 | 194 | 202 | 189.6 | 195 | 200 | 194.2 | 195 | 195.1 | 195.1 | 194.5 | 196.4 | ||||||||||||||||||||||||||||||
| Longitud | -62.257 | -62.257 | -62.25394 | -62.25394 | -62.2441 | -62.25073 | -62.25073 | -62.25073 | -62.12395 | -62.0969 | -62.0095 | -62.0095 | -61.95646 | -61.95151 | -61,95168 | -62.04856 | -62.04504 | -61.91663 | -62.16744 | -61.92172 | -61.99.9 | -61.94273 | 62.03638 | -62.02094 | -62.04145 | -62.04145 | -62.01819 | -62.10278 | ||||||||||||||||||||||||||||||
| Latitud | -23.29331 | -23.29331 | -23.29677 | -23.29677 | -23.28672 | -23.29123 | -23.29123 | -23.29123 | -23.15777 | -23.15329 | -23.11411 | -23.11411 | -23.14009 | -23.14053 | -23,21313 | -23.19187 | -23.18938 | -23.23806 | -23.31892 | -23.20723 | -23.16083 | -23.16385 | -23.18572 | -23.18675 | -23.18333 | -23.18333 | -23.19004 | -23.19138 | ||||||||||||||||||||||||||||||
| Observaciones | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sub tipo de Recurso |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tipo de Recurso |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sub clasificación | AVANZADA | AVANZADA | AVANZADA | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLOTACION | AVANZADA | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | ||||||||||||||||||||||||||||||||||||||||
| Clasificación | EXPLOTACION | EXPLOTACION | EXPLOTACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLOTACION | EXPLOTACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | EXPLORACION | ||||||||||||||||||||||||||||||||||||||||
| Tipo Pozo | PET | PET | PET | PET | OT | SUM | SUM | SUM | PET | PET | PET | PET | PET | PET | OT | PET | SUM | OT | PET | PET | OT | OT | PET | PET | SUM | SUM | PET | PET | ||||||||||||||||||||||||||||||
| Est.Pozo | PT | PT | PT | PT | A | EIE | EIE | EIE | A | PT | EEF | EEF | MP | PT | A | EEF | EIE | A | A | A | A | A | A | EEF | SUM | EIE | EEF | A | ||||||||||||||||||||||||||||||
| Sist.Extrac. | BM | BM | BM | BM | SSE | SSE | SSE | SSE | SSE | BM | SN | SN | SN | SN | SSE | GL | SSE | SSE | SSE | SSE | SSE | SSE | GL | GL | SSE | SSE | GL | SSE | ||||||||||||||||||||||||||||||
| Vida Útil | 0 | 3,162.80 | 8,109.10 | 1,177.00 | 0 | 1,068.00 | 206 | 104 | 0 | 1,271.00 | 629 | 4,929.70 | 2,180.80 | 1,321.80 | 0 | 4,065.20 | 301.6 | 0 | 0 | 0 | 0 | 0 | 4,844.80 | 8,827.00 | 271.3 | 901.3 | 8,192.10 | 0 | ||||||||||||||||||||||||||||||
| TEF | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0 | 0 | 30 | 0 | 0 | 0 | 0 | 30 | 25.7 | 0 | 0 | 0 | 0 | 0 | 0 | 30 | 15.1 | 0 | 29.8 | 0 | ||||||||||||||||||||||||||||||
| % | de Agua | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.286 | 0 | 0 | 0 | 0 | 0.964 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.982 | 0 | 0 | 0.967 | 0 | |||||||||||||||||||||||||||||
| RGP | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.3 | 0 | 0 | 0 | 0 | 0.467 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.481 | 0 | 0 | 0.488 | 0 | ||||||||||||||||||||||||||||||
| Iny. | Otros | (m 3) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 47.92 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 8,733.71 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,495.27 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| Iny. | CO2 | (Mm 3) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| Iny. | Gas | (Mm 3) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| Iny. | Agua (m3) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||
| Prod. Prod. |
Acum. Acum. |
Gas (Mm 3) Agua (m 3) |
0 0 |
2,547.36 115,949.96 |
20,968.09 509,814.78 |
781,487 409 |
0 0 |
4,930.57 5,276.30 |
156.084 181.7 |
0 0 |
0 0 |
1,078.69 2,327.97 |
1,203.54 627.92 |
7,766.71 7,133.40 |
6,161.81 10,785.50 |
17,047.53 3,329.58 |
0 0 |
45,879.62 2,895,519.28 | 0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
26,961.20 183,510.47 |
82,371.25 2,568,281.96 | 0 0 |
44,102.64 473,951.55 |
116,136.52 2,526,786.19 | 0 0 |
||||||||||||||||||||||||||||
| Prod. Prod. Prod. Prod. |
Cód. Nom. Men. Men. Men. Acum. |
Cuenca Provincia Área Yacimiento ID Pozo Sigla Form. Prod. Propio Propio Pet. (m 3) Gas (Mm 3) Agua (m 3) Pet. (m 3) |
NOROESTE Formosa PALMAR CAÑADA RICA 133999 YPF.Fr.CR-4 YACO 0 0 0 0 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79118 YPF.Fr.CR-4 PLAR 0 0 0 28,326.60 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79112 YPF.Fr.CR.a-2 PLAR 0 0 0 224,940.21 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79113 YPF.Fr.CR.a-2 YACO 0 0 0 13,320.80 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79114 YPF.Fr.CR.a-3 FIMP 0 0 0 0 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79116 YPF.Fr.CR.x-1 PLAR 0 0 0 60,949.89 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79117 YPF.Fr.CR.x-1 YACO 0 0 0 2,439.10 |
LARGO | NOROESTE Formosa PALMAR CAÑADA RICA 79115 YPF.Fr.CR.x-1 FIMP 0 0 0 0 |
LARGO | NOROESTE Formosa PALMAR EL MOLINO 79120 YPF.Fr.EM.x-1 FIMP 0 0 0 0 |
LARGO | NOROESTE Formosa PALMAR EL MOLINO 79121 YPF.Fr.EM.x-2 YACO 0 0 0 4,567.74 |
LARGO | NOROESTE Formosa PALMAR EL POTRILLO 79122 YPF.Fr.EPo.x- PLAR 150 45 60 2,985.73 |
LARGO 1(2D) |
NOROESTE Formosa PALMAR EL POTRILLO 79123 YPF.Fr.EPO.x- YACO 0 0 0 19,914.46 |
LARGO 1(2D) |
NOROESTE Formosa PALMAR LA TIGRA 79125 YPF.Fr.LTN.a- PLAR 0 0 0 24,649.68 |
LARGO NORTE 2(D) |
NOROESTE Formosa PALMAR LA TIGRA 79126 YPF.Fr.LTN.x- PLAR 0 0 0 53,163.78 |
LARGO NORTE 1(3D) |
NOROESTE Formosa PALMAR PALMAR 79104 Pp.Fr.ES.x- FIMP 0 0 0 0 |
LARGO LARGO 1001 |
NOROESTE Formosa PALMAR PALMAR 79105 Pp.Fr.PL- VUME 450 210 12,150.00 180,324.56 |
LARGO LARGO 1001(H) |
NOROESTE Formosa PALMAR PALMAR 79106 Pp.Fr.PL- FIMP 0 0 0 0 |
LARGO LARGO 1002(H) |
NOROESTE Formosa PALMAR PALMAR 79111 YPF.Fr.CHG.x- LATI 0 0 0 0 |
LARGO LARGO 1 |
NOROESTE Formosa PALMAR PALMAR 79119 YPF.Fr.EAL.x- PLAR 0 0 0 0 |
LARGO LARGO 1 |
NOROESTE Formosa PALMAR PALMAR 79124 YPF.Fr.LT.x-1 FIMP 0 0 0 0 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 79127 YPF.Fr.M.x-1 PLAR 0 0 0 0 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 79128 YPF.Fr.PIL.x-1 LATI 0 0 0 0 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 79141 YPF.Fr.PL-10 PLAR 0 0 0 207,610.04 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 79142 YPF.Fr.PL-16 PLAR 405 195 21,600.00 666,060.55 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 131358 YPF.Fr.PL- FIMP 0 0 0 0 |
LARGO LARGO 17(DH) |
NOROESTE Formosa PALMAR PALMAR 79143 YPF.Fr.PL- PLAR 0 0 0 315,092.22 |
LARGO LARGO 17(DH) |
NOROESTE Formosa PALMAR PALMAR 79144 YPF.Fr.PL-18 PLAR 773.5 377.82 22,758.74 1,035,132.71 |
LARGO LARGO |
NOROESTE Formosa PALMAR PALMAR 79145 YPF.Fr.PL-19 PLAR 0 0 0 0 |
LARGO LARGO |
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COMPETENT PERSON’S REPORT
APPENDIX V
| Profundidad | 3954 | 3954 | 4318 | 4318 | 3950 | 3950 | 3950 | 3976 | 3975 | 4217 | 4001 | 4001 | 3944 | 3955 | 3955 | 3958 | 4504 | 3952 | 3947 | 4189 | 4114 | 4010 | 4050 | 4046 | 4302 | 4280 | 4280 | 4033 | 4022 | 4035 | 4335 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cota | 194.8 | 194.8 | 194.3 | 194.3 | 194.7 | 194.7 | 193.7 | 194.9 | 193.7 | 194.5 | 194.7 | 194.7 | 195 | 194.8 | 194.8 | 194 | 194.1 | 194.5 | 194.2 | 194.6 | 192.9 | 195.9 | 204 | 205 | 201 | 201.4 | 201.4 | 238 | 235.3 | 236 | 209 | ||||||||||||||||||||||||||||||||||
| Longitud | -62.02182 | -62.02182 | -62.01392 | -62.01392 | -62.04786 | -62.04786 | -62.03629 | -62.05361 | -62.02353 | -62.01614 | -62.02582 | -62.02582 | -62.04675 | -62.01766 | -62.01766 | -62.05528 | -62.03868 | -62.03065 | -62.03638 | -62.04217 | -62.03377 | -62.09032 | -62.29733 | -62.30282 | -62.15254 | -62.1548 | -62.1548 | -63.04892 | -63.01956 | -63.04357 | -62.34731 | ||||||||||||||||||||||||||||||||||
| Latitud | -23.18236 | -23.18236 | -23.19093 | -23.19093 | -23.19079 | -23.19079 | -23.19094 | -23.19235 | -23.19177 | -23.19469 | -23.18557 | -23.18557 | -23.18523 | -23.18306 | -23.18306 | -23.18561 | -23.19915 | -23.18877 | -23.18572 | -23.18929 | -23.22551 | -23.19954 | -23.28374 | -23.28587 | -23.13473 | -23.13568 | -23.13568 | -22.81318 | -22.8123 | -22.81303 | -23.2271 | ||||||||||||||||||||||||||||||||||
| Observaciones | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sub tipo | de Recurso | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tipo | de Recurso | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prod. Prod. Prod. Prod. Prod. Prod. Iny. Iny. Iny. Iny. |
Cód. Men. Men. Men. Acum. Acum. Acum. Agua Gas CO2 Otros % |
Provincia Área Yacimiento ID Pozo Sigla Form. Prod. Propio Nom.Propio Pet. (m 3) Gas (Mm 3) Agua (m 3) Pet. (m 3) Gas (Mm 3) Agua (m 3) (m 3) (Mm 3) (Mm 3) (m 3) RGP de Agua TEF Vida Útil Sist.Extrac. Est.Pozo Tipo Pozo Clasificación Sub clasificación |
Formosa PALMAR PALMAR 79146 YPF.Fr.PL-20 FIMP 0 0 0 0 0 0 0 0 0 0 0 0 0 19.9 SSE PT SUM |
LARGO LARGO |
Formosa PALMAR PALMAR 79147 YPF.Fr.PL-20 PLAR 0 0 0 28,560.70 2,767.56 36,300.90 0 0 0 0 0 0 0 853 SSE PT SUM |
LARGO LARGO |
Formosa PALMAR PALMAR 79148 YPF.Fr.PL- FIMP 0 0 0 0 0 0 0 0 0 7,459.78 0 0 24.5 284.5 SSE EIE SUM |
LARGO LARGO 21(H) |
Formosa PALMAR PALMAR 79149 YPF.Fr.PL- PLAR 0 0 0 36,406.00 3,035.52 4,377.00 0 0 0 0 0 0 0 309 SSE EIE SUM |
LARGO LARGO 21(H) |
Formosa PALMAR PALMAR 79151 YPF.Fr.PL-3 PLAR 0 0 0 306,288.64 42,892.90 95,344.63 0 0 0 0 0 0 0 4,134.30 SSE EIE SUM |
LARGO LARGO |
Formosa PALMAR PALMAR 79150 YPF.Fr.PL-3 FIMP 0 0 0 0 0 0 0 0 0 16,233.38 0 0 24.5 293.8 SSE EIE SUM |
LARGO LARGO |
Formosa PALMAR PALMAR 79152 YPF.Fr.PL-7 PLAR 0 0 0 592,409.30 117,996.96 2,272,228.63 0 0 0 0 0 0 0 8,769.20 GL PT PET |
LARGO LARGO |
Formosa PALMAR PALMAR 79153 YPF.Fr.PL-8 FIMP 0 0 0 0 0 0 0 0 0 20,068.71 0 0 23.8 286.8 SSE EIE SUM |
LARGO LARGO |
Formosa PALMAR PALMAR 79129 YPF.Fr.PL.a-11 FIMP 0 0 0 0 0 0 0 0 0 12,872.94 0 0 21.7 299.2 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79130 YPF.Fr.PL.a- PLAR 0 0 0 392,015.43 56,845.66 2,640,453.02 0 0 0 0 0 0 0 5,022.40 GL PT PET EXPLOTACION AVANZADA |
LARGO LARGO 12(H) |
Formosa PALMAR PALMAR 79132 YPF.Fr.PL.a-13 PLAR 0 0 0 222,099.17 24,129.28 146,269.72 0 0 0 0 0 0 0 3,859.80 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79131 YPF.Fr.PL.a-13 FIMP 0 0 0 0 0 0 0 0 0 8,036.00 0 0 23.9 297 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79133 YPF.Fr.PL.a-14 PLAR 804.37 262.17 10,576.04 597,880.85 104,680.86 1,857,046.75 0 0 0 0 0.326 0.929 29.8 9,028.00 GL EEF PET EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79135 YPF.Fr.PL.a-15 PLAR 0 0 0 25,785.00 3,058.47 8,868.61 0 0 0 0 0 0 0 1,089.00 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79134 YPF.Fr.PL.a-15 FIMP 0 0 0 0 0 0 0 0 0 10,403.75 0 0 24.8 294.5 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79136 YPF.Fr.PL.a-2 FIMP 0 0 0 0 0 0 0 0 0 10,140.02 0 0 20 290.7 SSE EIE SUM EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 79137 YPF.Fr.PL.a- PLAR 448 99.73 11,893.33 485,918.32 96,741.86 2,633,232.05 0 0 0 0 0.223 0.964 29.3 7,349.10 GL EEF PET EXPLOTACION AVANZADA |
LARGO LARGO 6(H) |
Formosa PALMAR PALMAR 79138 YPF.Fr.PL.a-9 PLAR 143 28.6 9,750.00 315,095.00 53,706.16 1,722,647.17 0 0 0 0 0.2 0.986 26 9,300.40 GL EEF PET EXPLOTACION AVANZADA |
LARGO LARGO |
Formosa PALMAR PALMAR 136982 YPF.Fr.PL.r-10 PLAR 181.46 47.46 781.67 3,577.44 967.65 15,276.95 0 0 0 0 0.262 0.812 27.9 515.2 GL EEF PET |
LARGO LARGO |
Formosa PALMAR PALMAR 79139 YPF.Fr.PL.x-1 PLAR 187.5 48.96 8,750.00 883,954.82 141,501.54 1,710,319.22 0 0 0 0 0.261 0.979 20.8 10,076.50 GL EEF PET EXPLORACION EXPLORACION |
LARGO LARGO |
Formosa PALMAR PALMAR 79156 YPF.Fr.PL.x-4 LATI 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SSE A OT EXPLORACION EXPLORACION |
LARGO LARGO |
Formosa PALMAR PALMAR 79140 YPF.Fr.PL.x-5 VUME 0 0 0 11,885.75 1,906.28 65,569.81 0 0 0 0 0 0 0 2,477.00 BM PT PET EXPLORACION EXPLORACION |
LARGO LARGO |
Formosa PALMAR PUESTO LA 79154 YPF.Fr.PLE.a- VUME 0 0 0 5,421.92 1,404.96 136,051.63 0 0 0 0 0 0 0 1,676.30 BM PT PET EXPLOTACION AVANZADA |
LARGO ENTRADA 2 |
Formosa PALMAR PUESTO LA 79155 YPF.Fr.PLE.x- VUME 0 0 0 151,941.29 23,697.83 477,293.32 0 0 0 0 0 0 0 5,452.80 BM PT PET EXPLORACION EXPLORACION |
LARGO ENTRADA 1 |
Formosa PALMAR RAMON LISTA 79107 Pp.Fr.RL-1001 YACO 1,133.67 313.25 298.33 102,695.78 21,284.74 83,342.11 0 0 0 0 0.276 0.208 29.8 2,547.80 GL EEF PET |
LARGO | Formosa PALMAR RAMON LISTA 79157 YPF.Fr.RL.x-1 PLAR 0 0 0 15,399.69 4,317.10 5,065.40 0 0 0 0 0 0 0 599.8 SSE ES PET EXPLORACION EXPLORACION |
LARGO | Formosa PALMAR RAMON LISTA 79158 YPF.Fr.RL.x-1 YACO 0 0 0 19,102.30 4,208.20 598.4 0 0 0 0 0 0 0 323 SSE ES PET EXPLORACION EXPLORACION |
LARGO | Salta PALMAR BALBUENA 79109 Pp.St.BE-1002 FIMP 0 0 0 0 0 0 0 0 0 3,960.00 0 0 16.5 194.9 SSE EIE SUM |
LARGO ESTE |
Salta PALMAR BALBUENA 79108 Pp.St.BE.e- YACO 364 23.4 3,822.00 73,522.34 5,294.72 387,061.56 0 0 0 0 0.064 0.913 26 5,213.50 BM EEF PET EXPLORACION EXTENSION |
LARGO ESTE 1001 |
Salta PALMAR BALBUENA 79159 YPF.St.BE.x-1 YACO 0 0 0 155,171.00 6,657.65 351,578.75 0 0 0 0 0 0 0 4,717.70 BM PT PET EXPLORACION EXPLORACION |
LARGO ESTE |
Salta PALMAR EL CHORRO 79160 YPF.St. YACO 0 0 0 137,219.01 44,109.30 34,919.44 0 0 0 0 0 0 0 3,866.90 SN PT PET EXPLORACION EXPLORACION |
LARGO ECHO.x-1 |
Table 4-5 Detailed monthly production statistics for the month of June 2013 as reported by the Operator (Source: Pluspetrol). |
| Cuenca | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE | NOROESTE |
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COMPETENT PERSON’S REPORT
APPENDIX V
4.7. Exploration Prospects
Based on the information that have been provided to us, we note that the Operator has identified 11 exploration prospects within the boundaries of the Concession. Volumetric estimates have been done on each of the prospects and the results are presented on Table 4-6 below. It shows a total prospective recoverable resource of 1,746 Mm[3] of oil, unrisked. Four of the 11 prospects have been analysed in greater detail by the Operator and the details of these analyses are illustrated in the Figure 4-4 to Figure 4-6 that follow.
| Prospect Reservoir Mean Rf Area km2 Pg Stratigraphic PG Puesto Guardian 11% 13.2 24% Balbuena Este Puesto Guardian 17% 1.6 81% Pago Alegre Palmar Largo 26% 2.7 28% El Chorro Norte Puesto Guardian 16% 0.7 31% El Silencio Este Palmar Largo 25% 0.4 25% Al Paraguay Palmar Largo 25% 0.4 25% El Chorro Bloque Bajo Puesto Guardian 16% 0.5 23% Caranday Palmar Largo 25% 0.2 56% Palmarcito Palmar Largo 25% 0.2 56% El Limite Palmar Largo 25% 0.3 28% La Mesa Palmar Largo 25% 0.3 28% |
P50 Unrisked (Mm3) OOIP EUR 7,208 779 703 181 1,889 456 650 103 246 59 227 54 315 51 54 13 49 11 87 21 73 17 11,503 1,746 |
P50 Unrisked (Mm3) OOIP EUR 7,208 779 703 181 1,889 456 650 103 246 59 227 54 315 51 54 13 49 11 87 21 73 17 11,503 1,746 |
|---|---|---|
| 1,746 |
Table 4-6 Prospective Resources from Exploration Prospects.
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COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [417 x 263] intentionally omitted <==
Figure 4-4 Exploration Prospects identified by the Operator in the Palmar Largo Block (Source: Pluspetrol).
==> picture [409 x 229] intentionally omitted <==
Figure 4-5 The eastern prospects as shown on the structural depth map of the Palmar Largo formation (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.8. Stratigraphic Prospect
==> picture [435 x 234] intentionally omitted <==
Figure 4-6 Structure map and seismic cross section of the Stratigraphic prospect. The Yacoraite formation (Puesto Guardián member) is interpreted as having a possible pinch out and onlaps (Source: Pluspetrol).
==> picture [387 x 205] intentionally omitted <==
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COMPETENT PERSON’S REPORT
APPENDIX V
==> picture [388 x 217] intentionally omitted <==
Figure 4-7 Seismic cross section and well logs indicating the Puesto Guardián lower section thinning towards Palmar Largo High due mainly to parasequence onlap (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.9. Pago Alegre Prospect — 4-Way Dip Closure
==> picture [443 x 167] intentionally omitted <==
==> picture [388 x 255] intentionally omitted <==
Figure 4-8 Expanded Structure map and seismic cross section of the Pago Alegre prospect, a dome structure with a 4-way dip closure (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.10.El Chorro Norte Prospect — 3-Way Fault Closure
==> picture [361 x 301] intentionally omitted <==
==> picture [388 x 186] intentionally omitted <==
Figure 4-9 Yacoraite play of the El Chorro Norte prospect on the western flank of the Palmar Largo Block. The trap is a 3-way fault closure in an upthrown block (proved by El Chorro x-1) (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.11.Balbuena Este Prospect — 3-Way Fault Closure
==> picture [388 x 175] intentionally omitted <==
==> picture [427 x 252] intentionally omitted <==
Figure 4-10 Structure map, seismic cross section and nearby logs of the Balbuena Este prospect, located westward from existing Balbuena Este oil fields. The trap identified is a 3-way fault closure similar to the existing neighbouring fields (Source: Pluspetrol).
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COMPETENT PERSON’S REPORT
APPENDIX V
4.12.Methodology for Reserves Calculations
The Palmar Largo concession contains Proved Developed Reserves in production, Proved Undeveloped and Probable Reserves.
The Proved Developed Reserves in production are estimated deterministically by extrapolating and analyzing the projected exponential decline curve on all production wells in the Concession. The calculations are also reconciled against previous reserves certifications, actual production and the total cumulative production to 30 June 2013 of the various oil fields.
As a check for reasonableness, reserves calculations are complemented with the assistance of Log WOR vs Np curves (Figure 4-3). Likewise, Recovery Factors (Rf) are being checked for reasonableness by dividing the expected ultimate recovery by the OOIP that was calculated volumetrically (Table 4-1).
The Proved Undeveloped Reserves, corresponds to the workovers planned in 2013 to increase the productivity of wells in the Palmar Largo field.
The Probable Reserves is assigned based on the estimated enhancement in production from the additional workover in the Balbuena Este field in 2014.
5. BUSINESS
5.1. Brief Description of the Asset Operator
The Asset is operated by Pluspetrol, which is a South American based energy company, founded in 1977, focused on the exploration and production of hydrocarbons. Among its projects worldwide, Pluspetrol operates 416 thousand barrels oil equivalent per day (Mboed) (66 thousand m[3] oil equivalent per day) of oil and gas, with a net oil and gas production of 167 Mboed (27 thousand m[3] oil equivalent per day). Pluspetrol holds a total Proven net Reserves of 958 million barrels oil equivalent (MMboe) (152 million m[3] oil equivalent), as of 31 December 2010, for its projects in Argentina, Peru, Bolivia, Colombia, Venezuela and Angola.
Pluspetrol operations in Argentina are subdivided into Neuquen District, North District, El Bracho Thermal Power Plants and, since the acquisition of Petro Andina at the end of 2009, Rio Colorado District. The exploitation area of the Neuquen District comprises gas and oil fields in the provinces of Rio Negro and Neuquen: Centenario, Aguada Baguales, El Porvenir, Loma Jarillosa Este, Puesto Silva, Puesto Touquet, and Loma Guadalosa. It also involves the exploration areas of Zapala, Laguna Blanca, and Cinco Saltos. The North District is formed by the Ramos Gas Field and the Caimancito and Palmar Largo oil fields. On the other hand, the Rio Colorado District is located south of the Malargüe Department (province of Mendoza) and west of the Puelen Department (province of La Pampa). The operation comprises the productive areas of Gobernador Ayala and Gobernador Ayala III, Jagüel Casa de Piedra and CNQ 7/A, and the exploration areas CN-VI A/B, La Banda and Gobernador Ayala I. Finally, the El Bracho Thermal Power Plants constitute an energy hub formed by the San Miguel de Tucuman, Tucuman and Pluspetrol Norte Power Plants. Each operation is situated in an area of distinctive complexity. Part of the Centenario Field is located within municipal lands of the
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COMPETENT PERSON’S REPORT
APPENDIX V
Neuquen City, with growing urban settlements are reaching over the production zone. The Ramos Field is located in the ecoregion of the Southern Andean Yungas, an area of great biological diversity. On the other hand, the Palmar Largo Field is the settlement area of Wichi indigenous communities.
In Peru, the Camisea project, located in the Peruvian Amazonian jungle, in the Lower Urubamba region, is the third largest gas reserve of Latin America and the first one in Peru. The Cashiriari and San Martin fields, and the Malvinas Gas Processing Plant are located in Block 88, while the Pagoreni field is located in Block 56. The operation also includes a Natural Gas Liquids Fractionation Plant and a Maritime Delivery Terminal, located in Pisco. Camisea is in an area considered as a biodiversity hotspot due to its wide variety of flora and fauna, as well as to its geography and climate. It is also a region with an important cultural diversity. In the operation area, native communities of the Machiguenga, Yine, Ashaninka and Nahua ethnic groups are settled. In addition, the operation is located in the buffer zone of the Manu National Park, one of Peru’s largest protected natural areas. About 67% of Block 88 is located within the Kugapakori Nahua Nanti Territorial Reserve. Likewise, the natural gas liquid fractionation plant of Pisco is located in the buffer zone of the Paracas National Reserve, the only maritime protected area of Peru.
The Boliva operation comprises the Tacobo and Tajibo natural gas fields (province of Santa Cruz), Madrejones (Cordillera province), and the Bermejo-Toro oil producing fields (Arce province). The Rio Seco and Huayco Fields are reserve fields that remain inactive. The Tacobo and Tajibo fields are located in the ‘‘Tierra Comunitaria de Origen — Charagua Norte’’ (TCO) (Original Communal Land), of Guarani indigenous origin.
In Colombia, the exploration areas are formed by Blocks CPE-7, CPO-3 and CPO-2, located in the Departments of Guaviare, Meta and Vichada, in the central-eastern part of the country. The Block CPE-7 is located in the Orinoquia region of Colombia, one of the areas with the largest diversity of plant and animal species. The region is also rich in water resources. In this area 8 indigenous ‘‘resguardos’’ are settled: Unuma Vichada, Unuma Meta, El Tigre, Caño Jabon, Charco Caiman, Mocuare, Barrancoceiba Laguna Araguato, and Nukat Maku.
In Venezuela, Pluspetrol holds two gas licenses, Tiznado and Barbacoas, located in the Guarico State. Approximately 120 million USD have been invested, and over 1,000 km of 2D seismic has been acquired. Three wells have been drilled and they all have encountered gas.
In Angola, Exploration activities are developed in the South Cabinda Block, in the province of Cabinda, bordering the Democratic Republic of the Congo. This block is located within an area characterized by a highly sensitive environmental and social setting, with presence of traditional communities and located close to the city of Cabinda.
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COMPETENT PERSON’S REPORT
APPENDIX V
6. ECONOMIC EVALUATION
6.1. Summary of Economic Evaluation
Table 6-1 and Table 6-2 present the production and cash flow forecasts and the corresponding economic calculations. The prices, costs, investment amounts and all other parameters and hypotheses are provided by the Operator and are deemed to be reasonable.
The economic evaluation was done with the sole purpose of checking the economic feasibility to comply with the definitions of reserves and not to determine the market value of the assets.
The economic viability for the reserves volumes are based on the cash flow scenario that was provided by the Operator, which implied a realized long-term oil price of US$73.97/bbl (US$465.26/m[3] ), un-escalated over the life of field. The various sales contracts, which the Operator has entered into with several buyers, state that the sales price of crude oil will have to be agreed upon by both parties on a monthly basis. The rate used in this evaluation is consistent with the price of US$73.97/bbl, averaged over a period of 12 months in 2013, that was agreed between the Operator and YPF. Whilst this price is lower than the prevailing global crude oil prices, it is deemed to be a reasonable and conservative long-term estimate, considering the regulated environment in Argentina.
We have been provided with the estimates for future cash flow forecasts by the Operator and these include the capital expenditures for planned workovers and operational costs, which are based on recent historical expenses. The forecast production costs are estimated as having a fixed component of approximately US$4m p.a. plus a variable component of about US$9.28/ bbl of oil produced. We have reviewed the JV accounts and found these estimates to be reasonable.
The Operator has an ongoing program for the abandonment of wells and facilities and has provided us with the projected future abandonment cost profile from 2013 to the EELOF at 2027. We have found the projections to be reasonable and included them in our estimations of the future cash flow profile from 1 July 2013 to the end of Concession at December 2017 and also to the EELOF at December 2027.
The following Table 6-1 and Table 6-2 present the projected pre-corporate income tax cash flow profiles for the two scenarios. It has to be noted that the forecast cash flows presented are generally for 100% of the project at the JV level and only in the right-most column is the final pre-corporate income tax cash flow net to the Operator’s Working Interest of 38.15% is being presented.
The gross production volumes used are of 100% at JV level prior to Royalty and provincial taxes, which are treated as expenses and presented accordingly.
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COMPETENT PERSON’S REPORT
APPENDIX V
Royalty is calculated monthly based on the value of reported produced oil at an adjusted sales price that is calculated based on the average weighted sales price that is first adjusted for differences in the specific gravity of the delivered crude oil as compared to the reported specific gravity. The price is then further adjusted by deducting transport costs, and for volume reductions and treatment costs.
The amount of Royalty payable is 12% of crude oil production multiplied by the adjusted price, as described in the previous paragraph, payable in local currency at the prevailing official foreign exchange rate. Due to the many variables that go into the calculation of Royalty, for the purpose of economic modeling it is more pragmatic to estimate the Royalty payable as an effective percentage of gross revenue. Whilst this effective percentage can vary from month to month for the purpose of this evaluation, we have used the latest estimate provided by the Operator, which is 11.4%.
The JV is also subject to provincial taxes, payable to the two Provinces of Formosa and Salta where the Concession is located. 85% of production is taxed by the producing province (Formosa at a rate of 1.5%) and the remaining 15% is being taxed by the province where the crude oil is being sold (Salta, at a rate of 1.8%) Crude oil that is being sold in other Provinces can attract provincial taxes between 1.5 and 6%. Given that the majority of the crude oil produced from this Concession is being delivered to the Refinor S.A. refinery at Salta, we deem it reasonable to apply an effective average rate of 1.6% of gross revenue as an estimate for provincial taxes.
As we understand it, Royalty (11.4%) and provincial taxes (1.6%) are treated as expenses in Argentina, hence these charges are accounted for and presented accordingly in the cash flow projections below.
Cash Flow projections for the Palmar Largo Concession To the end of Concession
Proved Reserves (1P)
| Year H2 2013 2014 2015 2016 2017 Total |
Oil Sales Mm3 39 64 55 48 42 248 |
Gross Revenue US$k 18,316 29,659 25,592 22,296 19,438 |
Royalty US$k 2,088 3,381 2,917 2,542 2,216 |
Provincial Tax US$k 293 475 409 357 311 |
Opex US$k 4,281 7,686 7,175 6,762 6,403 |
Capex US$k 3,686 — — — — |
Abandon Cost US$k 1,523 1,657 1,955 1,405 |
JV Pre Tax Income US$k 7,968 16,594 13,433 10,680 9,103 |
Pre-Tax Income Operator WI US$k 3,040 6,331 5,125 4,074 3,473 |
|---|---|---|---|---|---|---|---|---|---|
| 115,300 | 13,144 | 1,845 | 32,306 | 3,686 | 6,540 | 57,779 | 22,043 |
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APPENDIX V
Proved and Probable Reserves (2P)
| Year H2 2013 2014 2015 2016 2017 Total |
Oil Sales Mm3 39 66 57 50 44 256 |
Gross Revenue US$k 18,316 30,536 26,631 23,219 20,262 118,965 |
Royalty US$k 2,088 3,481 3,036 2,647 2,310 |
Provincial Tax US$k 293 489 426 372 324 1,903 |
Opex US$k 4,281 7,796 7,306 6,877 6,506 32,766 |
Capex US$k 3,686 850 — — — 4,536 |
Abandon Cost US$k 1,523 1,657 1,955 1,405 6,540 |
JV Pre Tax Income US$k 7,968 16,398 14,207 11,368 9,717 59,657 |
Pre-Tax Income Operator WI US$k 3,040 6,256 5,420 4,337 3,707 |
|---|---|---|---|---|---|---|---|---|---|
| 13,562 | 22,759 |
Parameters used in economic modelling
| Price of Crude Oil: US$/m3 | 465.26 |
|---|---|
| Average Effective Royalty | 11.4% |
| Average Provincial Tax | 1.6% |
| Fixed Opex US$k p.a. | 3,963 |
| Variable Opex US$/m3 | 58.4 |
Table 6-1: Cash flow projection from 1 July 2013 to End of Concession.
Cash Flow projections for the Palmar Largo Concession To the end of Life of Field
Proved Reserves (1P)
| Year H2 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total |
Oil Sales Mm3 39 64 55 48 42 34 30 26 23 21 19 16 14 13 444 |
Gross Revenue US$k 18,316 29,659 25,592 22,296 19,438 15,617 13,789 12,274 10,919 9,784 8,800 7,392 6,715 6,128 206,718 |
Royalty US$k 2,088 3,381 2,917 2,542 2,216 1,780 1,572 1,399 1,245 1,115 1,003 843 765 699 |
Provincial Tax US$k 293 475 409 357 311 250 221 196 175 157 141 118 107 98 3,307 |
Opex US$k 4,281 7,686 7,175 6,762 6,403 5,923 5,694 5,504 5,334 5,191 5,068 4,891 4,806 4,732 79,448 |
Capex US$k 3,686 — — — — — — — — — — — — — 3,686 |
Abandon Cost US$k 1,523 1,657 1,955 1,405 1,311 1,311 1,311 1,311 1,311 1,048 1,048 1,048 786 524 17,549 |
JV Pre Tax Income US$k 7,968 16,594 13,433 10,680 9,103 6,353 4,992 3,864 2,855 2,010 1,540 492 -13 -187 -524 79,161 |
Pre-Tax Income Operator WI US$k 3,040 6,331 5,125 4,074 3,473 2,424 1,904 1,474 1,089 767 587 188 -5 -71 -200 |
|---|---|---|---|---|---|---|---|---|---|
| 23,566 | 30,200 |
– V-56 –
COMPETENT PERSON’S REPORT
APPENDIX V
Proved and Probable Reserves (2P)
| Year H2 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total |
Oil Sales Mm3 39 66 57 50 44 35 31 28 25 22 20 17 15 13 462 |
Gross Revenue US$k 18,316 30,536 26,631 23,219 20,262 16,359 14,462 12,890 11,482 10,301 9,278 7,836 7,126 6,128 214,827 |
Royalty US$k 2,088 3,481 3,036 2,647 2,310 1,865 1,649 1,469 1,309 1,174 1,058 893 812 699 24,490 |
Provincial Tax US$k 293 489 426 372 324 262 231 206 184 165 148 125 114 98 3,437 |
Opex US$k 4,281 7,796 7,306 6,877 6,506 6,016 5,778 5,581 5,404 5,256 5,128 4,947 4,857 4,732 80,466 |
Capex US$k 3,686 850 — — 4,536 |
Abandon Cost US$k 1,523 1,657 1,955 1,405 1,311 1,311 1,311 1,311 1,311 1,048 1,048 1,048 786 524 17,549 |
JV Pre Tax Income US$k 7,968 16,398 14,207 11,368 9,717 6,906 5,493 4,323 3,274 2,395 1,896 822 294 -187 -524 84,349 |
Pre-Tax Income Operator WI US$k 3,040 6,256 5,420 4,337 3,707 2,634 2,096 1,649 1,249 914 723 314 112 -71 -200 |
|---|---|---|---|---|---|---|---|---|---|
| 32,179 |
Parameters used in economic modelling
| Price of Crude Oil: US$/m3 | 465.26 |
|---|---|
| Average Effective Royalty | 11.4% |
| Average Provincial Tax | 1.6% |
| Fixed Opex US$k p.a. | 3,963 |
| Variable Opex US$/m3 | 58.4 |
Table 6-2: Cash flow projection from 1 July 2013 to EELOF.
6.2. Summary of Net Present Values
Under the Income-Based Approach, we have adopted the discounted cash flow (‘‘DCF’’) method, which is based on a simple reversal calculation to restate all future cash flows in present terms. The expected free cash flow for each year was determined as follows:
Expected Free Cash Flow = Net Profit + Depreciation + After-Tax Interest Expense – Change in Working Capital – Capital Expenditure
– V-57 –
COMPETENT PERSON’S REPORT
APPENDIX V
The present value of the expected free cash flows was calculated as follows:
PVCF = CF1/(1+r)[1] + CF2/(1+r)[2] + ⋯ + CFn/(1+r)[n]
In which
PVCF = Present value of the expected free cash flows;
CF = Expected free cash flow;
r = Discount rate; and
n = Number of years.
In selecting the appropriate discount rate to be applied in the valuation, we have taken into account several major factors including the risks related to the operations of the Petroleum Assets, our knowledge of discount rates commonly applied in valuing petroleum projects under the DCF method and considerations of the cost of debt. A fixed discount rate of 10% is applied.
Under the base case, the valuation is done on real dollars basis, therefore the price and cost escalation is zero. The effective date is 1 July 2013.
| Year H2 2013 2014 2015 2016 2017 Total |
PV (US$k) of Proved Reserves (1P) Pre-Tax After Tax 2,968 1,929 5,755 3,741 4,235 2,753 3,061 1,990 2,372 1,542 18,392 11,955 |
PV (US$k) of Proved and Probable Reserves (2P) Pre-Tax After Tax 2,968 1,929 5,687 3,697 4,479 2,911 3,258 2,118 2,532 1,646 18,925 12,301 |
PV (US$k) of Proved and Probable Reserves (2P) Pre-Tax After Tax 2,968 1,929 5,687 3,697 4,479 2,911 3,258 2,118 2,532 1,646 18,925 12,301 |
|---|---|---|---|
| 12,301 |
– V-58 –
COMPETENT PERSON’S REPORT
APPENDIX V
| Year H2 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total |
PV (US$k) of Proved Reserves (1P) Pre-Tax After Tax 2,968 1,929 5,755 3,741 4,235 2,753 3,061 1,990 2,372 1,542 1,505 978 1,075 699 756 492 508 330 325 211 226 147 66 43 -2 -1 -21 -13 -53 -34 22,779 14,807 |
PV (US$k) of Proved and Probable Reserves (2P) Pre-Tax After Tax 2,968 1,929 5,687 3,697 4,479 2,911 3,258 2,118 2,532 1,646 1,636 1,063 1,183 769 846 550 583 379 388 252 279 181 110 71 36 23 -21 -13 -53 -34 23,911 15,542 |
PV (US$k) of Proved and Probable Reserves (2P) Pre-Tax After Tax 2,968 1,929 5,687 3,697 4,479 2,911 3,258 2,118 2,532 1,646 1,636 1,063 1,183 769 846 550 583 379 388 252 279 181 110 71 36 23 -21 -13 -53 -34 23,911 15,542 |
|---|---|---|---|
| 15,542 |
A series of sensitivity analyses for oil prices are shown in the following.
Sensitivity Analysis on Oil Prices
End of Concession
| 1P | 2P | |||||||
|---|---|---|---|---|---|---|---|---|
| After | After | |||||||
| Percentage | change | in | oil | price | PV | 35% tax | PV | 35% tax |
| (US$K) | (US$K) | |||||||
| 10% | 21,579 | 14,027 | 22,209 | 14,436 | ||||
| 5% | 19,986 | 12,991 | 20,567 | 13,368 | ||||
| 2% | 19,030 | 12,369 | 19,582 | 12,728 | ||||
| 1% | 18,711 | 12,162 | 19,253 | 12,515 | ||||
| 0% | 18,392 | 11,955 | 18,925 | 12,301 | ||||
| –1% | 18,073 | 11,748 | 18,596 | 12,088 | ||||
| –2% | 17,755 | 11,541 | 18,268 | 11,874 | ||||
| –5% | 16,799 | 10,919 | 17,283 | 11,234 | ||||
| –10% | 15,205 | 9,883 | 15,641 | 10,167 |
– V-59 –
COMPETENT PERSON’S REPORT
APPENDIX V
End of Life of Field
| 1P | 2P | |||||||
|---|---|---|---|---|---|---|---|---|
| After | After | |||||||
| Percentage | change | in | oil | price | PV | 35% tax | PV | 35% tax |
| (US$K) | (US$K) | |||||||
| 10% | 27,391 | 17,804 | 28,690 | 18,648 | ||||
| 5% | 25,085 | 16,305 | 26,300 | 17,095 | ||||
| 2% | 23,702 | 15,406 | 24,867 | 16,163 | ||||
| 1% | 23,240 | 15,106 | 24,389 | 15,853 | ||||
| 0% | 22,779 | 14,807 | 23,911 | 15,542 | ||||
| –1% | 22,318 | 14,507 | 23,433 | 15,232 | ||||
| –2% | 21,857 | 14,207 | 22,956 | 14,921 | ||||
| –5% | 20,473 | 13,308 | 21,522 | 13,989 | ||||
| –10% | 18,168 | 11,809 | 19,133 | 12,436 |
Sensitivity Analyses on Discount Rates
End of Concession
| n | |||||
|---|---|---|---|---|---|
| 1P | 2P | ||||
| After | After | ||||
| Discount | rate | PV | 35% tax | PV | 35% tax |
| (US$K) | (US$K) | ||||
| 12% | 17,800 | 11,570 | 18,304 | 11,897 | |
| 11% | 18,091 | 11,759 | 18,609 | 12,096 | |
| 10% | 18,392 | 11,955 | 18,925 | 12,301 | |
| 9% | 18,703 | 12,157 | 19,251 | 12,513 | |
| 8% | 19,025 | 12,366 | 19,588 | 12,732 | |
| eld | |||||
| 1P | 2P | ||||
| After | After | ||||
| Discount | rate | PV | 35% tax | PV | 35% tax |
| (US$K) | (US$K) | ||||
| 12% | 21,708 | 14,110 | 22,735 | 14,778 | |
| 11% | 22,231 | 14,450 | 23,308 | 15,150 | |
| 10% | 22,779 | 14,807 | 23,911 | 15,542 | |
| 9% | 23,356 | 15,181 | 24,546 | 15,955 | |
| 8% | 23,963 | 15,576 | 25,216 | 16,390 |
End of Life of Field
– V-60 –
COMPETENT PERSON’S REPORT
APPENDIX V
7. SOCIAL AND ENVIRONMENTAL
7.1. Social Concerns
The Project is located near a number of local communities, which may raise some risks of hindering the operations of the Project. After the first issue of road cut in 2006 by the native communities in the area of influence for demanding for oilfield jobs, Pluspetrol made an agreement with the productive ventures in marginalized communities support group and developed various social productive projects to settle the issue of road cut.
In June 2012, Avelino Tejada (El Colorado community chief) hit a roadblock at the entrance of the Palmar Largo field with 5 other communities to ask for 10 jobs, only for people from native communities, and required early entry for the welding and general task crews to the field. After the negotiations in the same month, an agreement was reached and the roadblock was dissolved.
In January 2013, ongoing roadblock has been set up in La Alambrada, about 15 kms from the Palmar Largo field, claiming to provincial government from Formosa by deficiencies in the Provincial Health system, particularly in terms of transfer and care of patients from the native communities. Later, the El Chorro council was captured. Given the lack of response from the provincial authorities, the roadblock has been moved to the entrance of Palmar Largo where protesters demanded the Pluspetrol management to contact the Government for Human Development Minister, Interior Minister, Chairman of the Instituto de Capacitación Aduanera, and Chairman of Inay. Other roadblocks in support of these claims have also been set up in the Palmar Largo field and in other areas, by a number of other communities, including El Potrillo, El Chorro, El quebracho, El Divisadero, Fraga and El alazán. In the oilfield operation, precautions are taken to maximize stock capacity, protect wells and build a crude oil loading point at Cañada Rica, which is an alternative location outside the conflict zone. The Province of Formosa still remains without providing a response to the complaints.
A variety of social productive projects have been established in the areas so as to deal with the conflicts and improve the relations with the local communities, as shown in Table 7-1.
| Number of | Indirect | ||
|---|---|---|---|
| Community | Description — Remarks | participants | Beneficiaries |
| Agrupación de | Inhabitants neighborhoods of the Barrios: Nuevo, | 27 | 135 |
| Comunidades en | El Potrillo, in the period 2012 were given |
||
| El Potrillo | supplies for raising chickens. The project is in | ||
| the first stage, building the coop and training. | |||
| Year 2012 | Isla Colon supplies were delivered for fences in | ||
| — Breeding | 2012. Puerto Irigoyen in 2012 were given tools | ||
| chickens-Fences- | to work in community gardens, the Tronquito 1 | ||
| Wood Crafts | and the Tronquito 2. |
– V-61 –
COMPETENT PERSON’S REPORT
APPENDIX V
Number of Indirect Community Description — Remarks participants Beneficiaries The delivery of supplies and tools for the development of productive activities based on their skills (chosen by them) was started delivering hand tools wood artisans. In agreement with ProHuerta seeds are given for garden and fence. Supplies to be delivered on request of beekeepers. La Pampa Assistance supplies to community beekeepers. 10 50 During 2012 tools were given to work on fences Hedge and orchards. Las Cañitas 1 Accompanying community carpenters after the 6 20 delivery of supplies made in the year 2008. Breeding Chickens During 2012 supplies and tools were delivered for the first stage poultry for breeding broilers. In 2013 they were delivered the food, drinkers, feeders, medicines and 50 chickens. They are currently in the final stage of growth.
– V-62 –
COMPETENT PERSON’S REPORT
APPENDIX V
| Number of | Indirect | ||
|---|---|---|---|
| Community | Description — Remarks | participants | Beneficiaries |
| El Sol (Titchel) | Same as above, with a greater presence in the | 8 | 40 |
| electric motors providing support for the |
|||
| Carpentry | combined machine delivered in 2008. In 2012 a | ||
| — Endless saw | band saw machine for woodworking expand was | ||
| machine | given, already in operation. | ||
| Batería Nueva | Carpentry working since 2009. It received |
5 | 40 |
| permanent assistance: change of engine to the | |||
| Carpentry | multifunction machine, the carpentry was |
||
| — Endless saw | expanded in 2012. | ||
| machine | |||
| San Martín (viejo) | Same as above. Full operational autonomy were | 5 | 10 |
| supplied but still attended supplies (straps, |
|||
| Carpentry | machine parts combined). In 2012 tools and |
||
| — Breeding | supplies were delivered to the first stage orchards | ||
| Chickens | and broiler breeding. In 2013 they were delivered | ||
| the food, drinkers, feeders, medicines and 50 | |||
| chickens. They are currently in last phase of | |||
| growth. | |||
| Las Cañitas 2 | Combined machine installed in 2010. They are | 8 | 40 |
| being trained in the technical operation Wichita | |||
| Carpentry | Lazarus Toribio (rented technical assistant of the | ||
| woodwork). In 2012 took place the phase wiring, | |||
| fuses surrendered, discs, plates and grinder. In | |||
| 2013 after the death of John Costas (Cacique) the | |||
| son, the father assumes responsibility in the |
|||
| community, Toribio Lazarus asked to take over | |||
| the operation and maintenance of the machine. | |||
| La Brea | Permanent technical assistance and supplies. They | 20 | 100 |
| have a combined machine given by Pluspetrol | |||
| Carpentry | and have been provided with numerous hand | ||
| — Wood crafts | tools for craftsmen. In July 2010 they organized | ||
| jointly with the school community a craft shop | |||
| where all the school children (60) attend there. | |||
| Thery were provided with the necessary tools for | |||
| the job and learning craft. Two craftsmen (both | |||
| sexes) receive a monthly payment by Pluspetrol | |||
| for the training they provide. |
– V-63 –
COMPETENT PERSON’S REPORT
APPENDIX V
| Number of | Indirect | ||
|---|---|---|---|
| Community | Description — Remarks | participants | Beneficiaries |
| Barrio Collins | Provision of spare parts and supplies for the | 6 | 30 |
| combined machine. In this community it was | |||
| Carpentry | installed, by agreement with the other carpentries, | ||
| — Endless saw | an endless (Sin Fin) saw machine so as to | ||
| integrate the activities with the already existing | |||
| carpentries and craftsmen who need wood cuts. | |||
| Provision of bench grinder and hand tools in | |||
| 2012. During 2013 they delivered straps and | |||
| ribbons for the endless saw. The sale of what is | |||
| being made in the carpentry is promoted due to | |||
| the community orders of other communities. |
|||
| Currently they are making doors and windows | |||
| for the community meeting halls and furniture for | |||
| direct sale. | |||
| La Mocha | This year the activities with this community with | 20 | 400 |
| the delivery of hand tools for the craftsmen, tools | |||
| Vegetable garden | for working vegetable gardens and fences were | ||
| — Brickworks | started. The technical assistance of ProHuerta | ||
| — Carpentry | located in Gral. Mosconi (El Chorro) that |
||
| provides seeds and specific training are provided. | |||
| The necessary materials for building a |
|||
| Community Meeting room requested by the |
|||
| Community will be bought. A multifunctional | |||
| woodworking machine and tools for a brickworks | |||
| were delivered in late 2012. In 2013 hand tools | |||
| were delivered to wood craftsmen. They were in | |||
| full production of bricks. They requested training | |||
| for learning how to use the multifunctional |
|||
| machine. | |||
| B°Algarrobo | In late 2012 sheets were provided for the place | 4 | 16 |
| where the multifunctional carpentry machine was | |||
| Carpentry | installed. Electrical installation was also included. | ||
| In 2013 they request hand tools since they are | |||
| making chairs for sale. They requested training | |||
| for the endless saw machine. |
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COMPETENT PERSON’S REPORT
APPENDIX V
| Number of | Indirect | ||
|---|---|---|---|
| Community | Description — Remarks | participants | Beneficiaries |
| San Andrés | In late 2012 sheets were provided for the place | 4 | 16 |
| where the multifunctional carpentry machine was | |||
| Carpentry | installed. Electrical installation was also included. | ||
| In 2013 they requested training for learning how | |||
| to use the multifunctional machine. | |||
| Monte Redondo | In late 2012 sheets were provided for the place | 4 | 16 |
| where the multifunctional carpentry machine was | |||
| Carpentry | installed. Electrical installation was also included. | ||
| Comunidad | During 2012 tools for working in the vegetable | 4 | 16 |
| El Silencio | gardens were delivered. | ||
| School vegetable | |||
| garden | |||
| Comunidad Villa | Supplies and tools were delivered to a brickwork. | 4 | 16 |
| Deboto | The project started in late 2012. | ||
| Brickworks | |||
| Mision La Paz | Supplies were delivered to a brickwork. The | 4 | 16 |
| project started in late 2012. In 2013 plastic was | |||
| Brickworks | delivered. It started buying their production, for | ||
| building community cisterns. | |||
| Ex Mistol Marcado | Supplies were delivered to a brickwork. The | 4 | 16 |
| project started in late 2012. In 2013 plastic was | |||
| Brickworks | delivered. It started buying their production, for | ||
| building community cisterns. | |||
| B°Panfilo | Tools and supplies for working in the vegetable | 4 | 16 |
| gardens and fences were delivered. | |||
| Fence-Vegetable | |||
| garden | |||
| San Martin II | Tools and supplies were delivered for two |
8 | 32 |
| projects, vegetable gardens and breeding |
|||
| Vegetable garden | chickens. The construction of the chicken coop | ||
| — Breeding | has not been started yet. | ||
| Chickens |
– V-65 –
COMPETENT PERSON’S REPORT
APPENDIX V
| Number of | Indirect | ||
|---|---|---|---|
| Community | Description — Remarks | participants | Beneficiaries |
| KM 17 | Supplies and tools for working in fences were | 5 | 20 |
| delivered. Pumpkins and watermelons were |
|||
| planted in 2012. | |||
| Mistol Marcado | Sheets were provided for the construction of the | 4 | 16 |
| place where the multifunctional carpentry |
|||
| Carpentry | machine was installed. Electrical installation was | ||
| also included. In 2013 a training course for using | |||
| it is being planned. | |||
| La Amarilla | Sheets were provided for the construction of the | 4 | 16 |
| place where the multifunction carpentry machine | |||
| Carpentry | was installed. Electrical installation was also |
||
| included. In 2013 a training course for using it is | |||
| being planned. |
Table 7-1 The establishment of the social productive projects in the area.
7.2. Environmental Issues
The activities in the Concession do not appear to have any significant effects on the nearby water resources (surface or underground.) The surface environmental impact is rather minimal. At well locations, 220m[3] of soil is affected by production water and 1,500 m[3] is affected by hydrocarbon and production water. Where the industrial facilities (battery tanks and pools for oil storage and treatment, stores, power plant, injection plant, workshops, etc.) are located, the surface environmental impact is approximately 42,000m[3] of soil being affected by water and hydrocarbon production, 2,000m[3] being affected by concrete, and 22,000m[3] being affected by the oil pools residual waste from old loading facility.
8. CONCLUDING REMARKS
We reiterate that the reserves values contained in this report are based on the information provided by the Operator.
We have employed our best professional endeavours and judgements to arrive at the results and conclusions that are presented in this report. However we do not guarantee the accuracy of the results, as all evaluations are opinions based usually on indirect inferences.
Under no circumstances should our evaluation be considered as the sole basis for making operational or investment decisions such as acquisitions, investments, drilling, production or of any other nature. As such we renounce all responsibilities for any demands, losses, costs, damages or expenses of any kind resulting from the reliance on the assessments contained within this report.
We declare that we do not have any interests of any kind in the assets being evaluated in this report.
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COMPETENT PERSON’S REPORT
APPENDIX V
Appendix A: Risk Analysis
The following risk analysis follows Guidance Note 7 of the Stock Exchange of Hong Kong. Risk has been classified from major to minor as follows:
Major Risk: the factor poses an immediate danger of a failure which, if uncorrected, will have a material effect (>15% to 20%) on the project cash flow and performance and could potentially lead to project failure.
Moderate Risk: the factor, if uncorrected, could have a significant effect (10% to 15%) on the project cash flow and performance unless mitigated by some corrective action.
Minor Risk: the factor, if uncorrected, will have little or no effect (<10%) on project cash flow and performance.
Overall Risks
The likelihood of a risk event occurring within a nominal 7 year time frame has been considered as:
| Likely: | will probably occur |
|---|---|
| Possible: | may occur |
| Unlikely: | unlikely to occur |
The degree or consequence of a risk and its likelihood are combined into an overall risk assessment, as shown below:
| Consequence of Risk | Consequence of Risk | |||||||
|---|---|---|---|---|---|---|---|---|
| Likelihood | of | Risk | (within | 7 | years) | Minor | Moderate | Major |
| Likely | Medium | High | High | |||||
| Possible | Low | Medium | High | |||||
| Unlikely | Low | Low | Medium |
Table A 1 Risk analysis guideline.
Project Risks
The main risks pertaining to these projects are as follows:
Resource/Reserve risk (Low to Medium)
Estimates of reserve may change when new information becomes available or new factors arise. Any adjustment could affect the development and mining plans, which could materially and adversely affect the revenue of the Project and the valuation of the Project. There can be no assurance the recovery from exploration assay tests will be the same under on-site conditions or in production-scale operations.
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APPENDIX V
If the reserves are over estimated in either quantity or quality, the profitability of the project will be adversely affected. If however the quantity or quality is underestimated the profitability of the project will be enhanced.
Underestimation of the operation costs risk (Medium to High)
The operating cost estimates are based on a number of assumptions. The business is capital intensive and the development and exploitation of resources, the depreciation and out of order of machinery and equipment and the expansion of production capacity require substantial capital expenditure. There may be potential increases to operating costs which arise from unforeseen operating complexities due to increases of the fuel price or inflation. Operations may not be completed in the scope of the time planned, may exceed the original budgets and may not achieve the intended economic results or commercial viability, all of which could have a material adverse effect on the results of operations and the business.
Oil/Gas price Risk (Medium)
The world economy is currently unstable resulting in widely fluctuating oil/gas prices. Current price for oil/gas have been fluctuating and it is not possible to predict if the price will continue to rise or fall in the future. The marketability and actual price received for the oil/gas will depend on the quality of the oil/gas produced and the availability and proximity of markets.
Environmental risk (Low)
We are not aware of any material environmental issue which would prevent development of the project areas evaluated in this report at this time.
Social risk (Medium)
The Project is located near a number of local communities, which may raise some risks of hindering the operations of the Project. After the minor conflicts with the local communities, the Operator has established a variety of social productive projects in the areas in order to improve the relations with the local communities.
Health and safety risk (Low)
We are not aware of any material health and safety issues which would prevent development of the project areas evaluated in this report at this time.
– V-68 –
COMPETENT PERSON’S REPORT
APPENDIX V
A summary of the main Project risks are included, summarized and ranked by their importance as follows:
| Consequence | |||
|---|---|---|---|
| Risk Issue Likelihood Consequence | Likelihood | Rating | Risk |
| Geological | |||
| Resource/Reserve significantly not | |||
| achieved beyond the limits implied | |||
| by the PRMS classifications | Unlikely | Major | Medium |
| Significant Unexpected Faulting | Unlikely | Moderate | Low |
| Unexpected Groundwater Ingress | Unlikely | Moderate | Low |
| Economic Conditions | |||
| Oil/Gas Price | Possible | Moderate | Medium |
| Inflation Increases | Possible | Minor | Low |
| Change in Interest Rate | Possible | Minor | Low |
| Loss of Demand | Unlikely | Major | Medium |
| Industrial Disruption | Possible | Minor | Low |
| Sovereign Risk | Possible | Moderate | Medium |
| Environmental | |||
| Significant Unpredicted Subsidence | Unlikely | Moderate | Low |
| Ecology Damage | Unlikely | Minor | Low |
| Extra costs in environment | |||
| restoration | Unlikely | Minor | Low |
| Contamination of Local Water | |||
| System | Unlikely | Minor | Low |
| Social | |||
| Local community | Possible | Moderate | Medium |
| Capital and Operating Costs | |||
| Project Timing Delays | Possible | Minor | Low |
| Capital Cost Increase | Possible | Moderate | Medium |
| Operating Costs Underestimated | |||
| Significantly | Unlikely | Major | Medium |
| Licensing and Permitting | Possible | Moderate | Medium |
| Operational Risk | |||
| Underperformance of Plant and | |||
| Machinery | Possible | Moderate | Medium |
| Adverse Weather Condition | Unlikely | Moderate | Low |
| Natural Hazard | Possible | Moderate | Medium |
| Lack of Working Force | Unlikely | Moderate | Low |
Table A 2 Risk assessment of the Project.
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COMPETENT PERSON’S REPORT
APPENDIX V
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COMPETENT PERSON’S REPORT
APPENDIX V
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VALUATION REPORT
APPENDIX VI
The following is the text of the Valuation Report issued by Roma Oil and Mining Associates Limited, the independent competent evaluator, for the purpose of inclusion in this circular.
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VALUATION REPORT
APPENDIX VI
Contents
| SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–3 |
|---|---|---|
| 1. | PURPOSE OF VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–5 |
| 2. | SCOPE OF WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–5 |
| 3. | ECONOMIC OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–6 |
| 3.1. Overview of the Economy in Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–6 | |
| 4. | INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–7 |
| 4.1. Worldwide Oil Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–7 | |
| 4.1.1. Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–7 | |
| 4.1.2. World Oil Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–8 | |
| 4.1.3. World Oil Consumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–9 | |
| 4.1.4. Oil Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–11 | |
| 5. | THE BUSINESS ENTERPRISE AND THE PETROLEUM ASSETS . . . . . . . . . . . | VI–12 |
| 5.1. Overview of the Business Enterprise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–12 | |
| 5.2. Overview of the Petroleum Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–12 | |
| 5.3. Reserves Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–14 | |
| 6. | BASIS OF VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–14 |
| 7. | INVESTIGATION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–14 |
| 8. | VALUATION METHODOLOGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–15 |
| 8.1. Market-Based Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–15 | |
| 8.2. Income-Based Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–16 | |
| 8.3. Asset-Based Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–16 | |
| 8.4. Petroleum Assets Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–16 | |
| 8.5. Discounted Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–17 | |
| 8.5.1. Discount Rate of the Petroleum Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–17 | |
| 8.5.2. Portfolio of Reserves Included in the Valuation . . . . . . . . . . . . . . . . . . . . | VI–17 | |
| 8.5.3. Cash Flow Projection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–18 | |
| 8.6. Sensitivity Analyses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–21 | |
| 9. | MAJOR ASSUMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–22 |
| 10. | RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–23 |
| 10.1. Petroleum Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–23 | |
| 10.2. Future Oil Price and Global Economy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–23 | |
| 10.3. Operation Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–23 | |
| 10.4. Future Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–23 | |
| 11. | INFORMATION REVIEWED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–24 |
| 12. | LIMITING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–24 |
| 13. | REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–25 |
| 14. | REMARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
VI–26 |
| 15. | OPINION OF VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–26 |
| APPENDIX I — ABBREVIATIONS AND GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . | VI–28 |
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VALUATION REPORT
APPENDIX VI
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Unit 3806, 38/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong Tel (852) 2529 6878 Fax (852) 2529 6806 E-mail [email protected] http://www.romagroup.com
31 December 2013
New Times Energy Corporation Limited
Room 1007–8, 10/F, New World Tower 1, 18 Queen’s Road Central, Hong Kong
Case Ref: KY/OT8126/SEP13
Dear Sirs,
Re: Valuation of the Petroleum Assets Located at the North West Basin of Argentina SUMMARY
In accordance with the instructions from New Times Energy Corporation Limited (hereinafter referred to as the ‘‘Company’’), we have performed a valuation of the petroleum assets located at the North West Basin of Argentina, being a 38.15% operated participating interest in Palmar Largo UTE (hereinafter referred to as the ‘‘Petroleum Assets’’), owned by Pluspetrol Sociedad Anónima (hereinafter referred to as the ‘‘Business Enterprise’’) as at 30 June 2013 (hereinafter referred to as the ‘‘Date of Valuation’’).
This report states the purpose of valuation, scope of work, economic and industry overviews, overviews of the Business Enterprise and the Petroleum Assets, basis of valuation, investigation and analysis, valuation methodology, major assumptions, risk factors, information reviewed, limiting conditions, references and presents our opinion of value.
This report has been prepared in accordance with the guidelines set by the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (‘‘VALMIN Code’’) established by the VALMIN Committee in Australia in 2005 and Chapter 18 of the Listing Rules of the Stock Exchange of Hong Kong Limited (‘‘Listing Rule Chapter 18’’). This report is prepared based on information compiled by and under the supervision of Ian D. Buckingham who is an associate of Roma Oil and Mining Associates Limited (hereinafter referred to as ‘‘ROMA’’). In particular, Ian D. Buckingham is the author of this report and has reviewed all the major assumptions adopted in the valuation model and ensured this valuation report is compliant with the VALMIN Code and Listing Rule Chapter 18.
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VALUATION REPORT
APPENDIX VI
The Business Enterprise is a private company incorporated in Argentina principally engaged in oil and gas exploration and exploitation and energy and natural resources related business with primary business focus in South America and Africa. As at the Date of Valuation, the Business Enterprise has 38.15% participating interest in Palmar Largo UTE, the joint venture (hereinafter referred to as the ‘‘JV’’) formed pursuant to the joint venture contract (hereinafter referred to as the ‘‘JV Contract’’) for the purpose of exploration, development and exploitation in the Palmar Largo Block, located in the provinces of Salta and Formosa, Argentina.
According to the competent person’s report on the Petroleum Assets (hereinafter referred to as the ‘‘Competent Person’s Report’’) prepared by ROMA (hereinafter referred to as the ‘‘Technical Consultant’’), the oil reserves estimates in relation to the Petroleum Assets were stated as follows:
Summary of Oil Reserves of the Palmar Largo Concession as at 30 June 2013
| Volumes to | Expiry of | Concession | Volumes to | End of Life of Field | End of Life of Field | End of Life of Field | |
|---|---|---|---|---|---|---|---|
| Gross | Pluspetrol | Pluspetrol | Gross | Pluspetrol | Pluspetrol | ||
| (JV 100%) | WI | Net* | (JV 100%) | WI | Net* | ||
| (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | ||
| Proved | |||||||
| Developed | 230 | 88 | 78 | 409 | 156 | 138 | |
| Undeveloped | 17 | 6 | 6 | 35 | 13 | 12 | |
| Total Proved | 247 | 94 | 83 | 444 | 170 | 150 | |
| Probable | 8 | 3 | 3 | 18 | 7 | 6 | |
| Possible | 0 | 0 | 0 | 0 | 0 | 0 | |
| Mean Prospective | |||||||
| Resource** | |||||||
| Unrisked | 0 | 0 | 0 | 1,746 | 666 | 590 |
Note:
The numbers are corrected to the nearest integers.
- Net of Royalty 11.4%
** From exploration prospects
Source: The Competent Person’s Report
Our investigations included discussions with members of the management of the Company and the Business Enterprise in relation to the development and prospects of the oil industry in Argentina and worldwide, and the development, operations and other relevant information of the Business Enterprise and the Petroleum Assets. In addition, we have made relevant inquiries and obtained further information and statistical figures regarding the oil industry from external public sources as we considered necessary for the purpose of the valuation.
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APPENDIX VI
As part of our analysis, we have reviewed such financial information and other pertinent data concerning the Business Enterprise and the Petroleum Assets provided to us by the management of the Company and the Business Enterprise and have considered such information and data as attainable and reasonable. We have also consulted other sources of financial and business information. We also relied upon the information provided by and the parameters advised by the Technical Consultant.
The valuation of the Petroleum Assets requires consideration of all pertinent factors, which may or may not affect the operation of the business and its ability to generate future investment returns. In the process of valuing the Petroleum Assets, we have taken into account the operations, performance and financial information of the Business Enterprise. We have considered the adoption of the Income-Based Approach in arriving at the fair market value of the Petroleum Assets.
Based on the investigation and analysis conducted, the valuation method employed, and the sensitivity analyses performed, the fair market value of the Petroleum Assets as at the Date of Valuation, in our opinion, was reasonably stated as follows:
Fair Market Value of the Petroleum Assets as at 30 June 2013
| Fair Market Value of the Petroleum Assets: | Range USD 16,025,000 to 16,901,000 |
Preferred Value USD 16,452,000 |
|---|---|---|
1. PURPOSE OF VALUATION
This report is prepared solely for the use of the directors and management of the Company. The Company is a public company listed on the Stock Exchange of Hong Kong Limited (Stock Code: 166.HK). In addition, ROMA acknowledges that this report may be made available to the Company for public documentation purpose and included in the Company’s circular only.
ROMA assumes no responsibility whatsoever to any person other than the Company in respect of, or arising out of, the contents of this report. If others choose to rely in any way on the contents of this report they do so entirely at their own risk.
2. SCOPE OF WORK
Our valuation conclusion is based on the assumptions stated herein and the information provided by the management of the Company, the management of the Business Enterprise and/ or their representative(s) (together referred as the ‘‘Management’’).
In preparing this report, we have had discussions with the Management and the Technical Consultant in relation to the development and prospect of the oil industry, the development, operations and other relevant information of the Business Enterprise and the Petroleum Assets.
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APPENDIX VI
As part of our analysis, we have reviewed such financial information and other pertinent data concerning the Business Enterprise and the Petroleum Assets provided to us by the Management and have considered such information and data as attainable and reasonable.
We have no reason to believe that any material facts have been withheld from us. However, we do not warrant that our investigations have revealed all of the matters which an audit or more extensive examination might disclose.
3. ECONOMIC OVERVIEW
3.1. Overview of the Economy in Argentina
Argentina is an export-oriented agricultural country with abundant natural resources such as iron, petroleum and uranium. It is classified as an upper-middle income economy by World Bank; the major economic sectors of the Argentine economy are food processing, telecommunications, banking, energy production and mining. The service sector is developing expertise in the more sophisticated segments like information technology (‘‘IT’’) services and some high value-added professional services.
Argentina’s nominal gross domestic product (‘‘GDP’’) in current USD reached USD470.5 billion in 2012, which was 5.5% higher than that in 2011. Argentina recorded a stable real GDP growth rate of about 9% per annum from 2003 to 2007. The growth rate dropped in 2008 and 2009, but soon rebounded to 9.1% in 2010. Real GDP growth continued subsequently and has achieved 8.9% and 2.0% in 2011 and 2012 respectively. Figures 1 and 2 illustrate Argentina’s nominal GDP in current USD and the real GDP growth rate from 2003 to 2012 respectively.
Figure 1 — Argentina’s Nominal GDP in Current USD from 2003 to 2012
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billion USD
500
450
400
350
300
250
200
150
100
50
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
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Source: World Bank
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APPENDIX VI
Figure 2 — Argentina’s Real GDP Growth Rate from 2003 to 2012
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%
10
9
8
7
6
5
4
3
2
1
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
----- End of picture text -----
Source: World Bank
4. INDUSTRY OVERVIEW
4.1. Worldwide Oil Industry
4.1.1. Overview
The oil industry encompasses the processes of exploration, extraction, refining and transportation through pipelines and oil tankers. The major products of this industry are petroleum and fuel oil.
As at the end of 2011, world proven oil reserves amounted to 1,652.6 billion barrels, of which 72.4% was in the member countries of the Organization of Petroleum Exporting Countries (‘‘OPEC’’). According to the International Energy Outlook 2013 issued by the United States Energy Information Administration, the world energy consumption is projected to grow by 56% in 30 years from 2010. Liquids remain the world’s largest energy source throughout the past decade. An estimated scenario forecasts that worldwide consumption of petroleum and other liquid fuels is expected to increase from 87 million barrels per day in 2010 to 115 million barrels per day in 2040. Most of the growth in liquids use will be in the transportation sector. Liquids would continue to provide much of the energy consumed and remain an important energy source for transportation and industrial processes.
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APPENDIX VI
The global oil demand growth is increasingly dependent on the economic growth in developing countries such as China. Rapid economic growth in China over the past three decades has generated significant growth in demand for oil. This growing energy demand has resulted in expediting exploration and production activities all over the world. Crude oil remains a core source of global energy demand, with oil consumption representing 33.1% of total global fuel consumption in 2012, based on the BP Statistical Review of World Energy published in June 2013. The global oil industry is expected to experience continuous growth in order to meet growing demand for oil.
Oil prices have fluctuated in recent years due to global economic conditions. West Texas Intermediate (‘‘WTI’’) December 2013 crude futures prices have recovered from the slump during 2008, rising steadily from the price of USD73.3 per barrel in December 2008 to USD94.4 per barrel in June 2013.
4.1.2. World Oil Production
According to BP Statistical Review of World Energy, global oil production increased by 2.2% from 2011 to 2012, there was a drop however, from 2008 to 2009, which was the largest drop since 1982. OPEC production cuts, which were implemented in late 2008, were maintained throughout 2009, resulting in a decline of 2.3 million barrels per day. Every OPEC member participating in the productioncutting agreement reduced output in 2009. In 2010, OPEC production cuts ceased and OPEC production recorded an increase of 2.5%, while global production has also increased subsequently. Figure 3 illustrates the world oil production from 2008 to 2012 by regions.
Figure 3 — World Oil Production from 2008 to 2012 by Regions
(Thousand Barrels Per Day)
| North America South & Central America Europe & Eurasia Middle East Africa Asia Pacific World Total |
2008 13,156 7,395 17,630 26,415 10,226 8,111 82,932 |
2009 13,444 7,353 17,817 24,728 9,848 8,071 81,261 |
2010 13,843 7,367 17,755 25,763 10,123 8,420 83,272 |
2011 14,335 7,449 17,451 27,988 8,742 8,246 84,210 |
2012 15,557 7,359 17,211 28,270 9,442 8,313 |
|---|---|---|---|---|---|
| 86,152 |
Source: BP Statistical Review of World Energy
Note: Totals may not add up due to rounding
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APPENDIX VI
In 2008, Saudi Arabia was the top oil producing country, followed by Russian Federation and the United States; Saudi Arabia was briefly surpassed by Russian Federation from 2009 to 2010 as Saudi Arabia reduced production during that time. Amongst the top five oil producers in the world, production in Iran dropped significantly in 2012, experiencing a 16.2% decline from that of 2011. Iran fell out of the top five in the same year, and instead Canada became the fifth largest producer globally. Figure 4 illustrates the oil production of the top 5 oil producing countries in 2011 and 2012.
Figure 4 — Oil Production of Top 5 Oil Producing Countries in 2011 and 2012
| Production in | Production in | Percentage of | |
|---|---|---|---|
| 2011 | 2012 | World Total | |
| (Thousand | (Thousand | ||
| barrels per day) | barrels per day) | ||
| Saudi Arabia | 11,144 | 11,530 | 13.3% |
| Russian Federation | 10,510 | 10,643 | 12.8% |
| United States | 7,868 | 8,905 | 9.6% |
| Iran | 4,358 | 3,680 | 4.2% |
| China | 4,074 | 4,155 | 5.0% |
Source: BP Statistical Review of World Energy
Note: Totals may not add up due to rounding
4.1.3. World Oil Consumption
The global oil consumption has grown at a steady pace from 1999 to 2007, and experienced a decrease in both 2008 and 2009. Compared to 2008, world oil consumption in 2009 declined by 1.2 million barrels per day, which was about a 1.7% decrease. This was the largest decline since 1982 with reference to BP Statistical Review of World Energy. Consumption picked up again in 2010 and growth continued in subsequent years. In the Organization for Economic Cooperation and Development (‘‘OECD’’) member countries, oil consumption has largely been on the decline since 2005, except in 2010 where consumption recorded a slight increase of 0.9%, the first year to record positive growth since 2005. Outside the OECD, consumption increased substantially since 2005, consumption in 2012 increased by about 29.3% since 2005. The growth between 2011 and 2012 was 3.3%. Emerging economies such as China and India lead the growth. Figure 5 illustrates the world oil consumption from 2008 to 2012 by regions.
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APPENDIX VI
Figure 5 — World Oil Consumption from 2008 to 2012 by Regions (Thousand Barrels Per Day)
| North America South & Central America Europe & Eurasia Middle East Africa Asia Pacific World Total |
2008 23,860 5,892 20,017 7,185 3,218 25,881 86,052 |
2009 22,959 5,921 19,149 7,526 3,302 26,205 85,064 |
2010 23,464 6,222 19,057 7,861 3,463 27,766 87,833 |
2011 23,397 6,405 18,974 7,992 3,359 28,754 88,879 |
2012 23,040 6,533 18,543 8,354 3,523 29,781 |
|---|---|---|---|---|---|
| 89,774 |
Source: BP Statistical Review of World Energy Note: Totals may not add up due to rounding
The ranking of the countries on oil consumption was the same in both 2011 and 2012. The United States was the top oil consuming country, followed by China, Japan, India and Russian Federation. Figure 6 shows the oil consumption of each of the top 5 oil consuming countries in 2011 and 2012.
Figure 6 — Oil Consumption of Top 5 Oil Consuming Countries in 2011 and 2012
| United States China Japan India Russian Federation Top 5 Total |
Consumption in 2011 (Thousand barrels per day) 18,949 9,750 4,465 3,488 3,089 39,741 |
Consumption in 2012 (Thousand barrels per day) 18,555 10,221 4,714 3,652 3,174 40,316 |
Percentage of World Total 19.8% 11.7% 5.3% 4.2% 3.6% |
|---|---|---|---|
| 44.6% |
Source: BP Statistical Review of World Energy
Note: Totals may not add up due to rounding
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APPENDIX VI
4.1.4. Oil Price
The oil price plays an important role regarding the decision of oilfield exploration and exploitation, especially in highly-industrialized countries. Drilling activities and other oilfield services are highly dependent of the price of and demand for petroleum. Changes in oil prices could be attributed to a variety of reasons on both supply and demand sides. Demand for oil is generally stable, reflecting a longer trend, such as trend towards slower growth in the majority of OECD countries, except when severe economic recession occurs. Supply however, is sensitive to economic and political factors, and supply shocks could occur. The political instability in some OPEC countries, for example, could greatly affect the global supply and the price of crude oil.
According to WTI December 2013 crude futures trade in units of 1,000 barrels in New York Mercantile Exchange, the average price was USD94.4 per barrel, compared to USD88.5 per barrel the same month last year, which was an increase of 6.7%. The price at June 2013; however, was still 30.7% lower than the peak in June 2008. The half yearly prices of WTI and Brent crude oil December 2013 futures from June 2008 to June 2013 are illustrated in Figure 7.
Figure 7 — Half Yearly Prices of WTI and Brent Crude Oil December 2013 Futures from June 2008 to June 2013
USD/barrel
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150
140
130
120
110
100
90
80
70
Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun
2008 2009 2010 2011 2012 2013
Brent WTI
----- End of picture text -----
Source: Bloomberg
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APPENDIX VI
5. THE BUSINESS ENTERPRISE AND THE PETROLEUM ASSETS
5.1. Overview of the Business Enterprise
The Business Enterprise is a private company incorporated in Argentina principally engaged in oil and gas exploration and exploitation and energy and natural resources related business with primary business focus in South America and Africa. The Business Enterprise has 38.15% participating interest in the JV formed pursuant to the JV Contract signed on 24 November 1992 between YPF Sociedad Anónima (hereinafter referred to as ‘‘YPF’’), the Business Enterprise and three independent third parties for the purpose of exploration, development and exploitation on the Palmar Largo Block, located in the provinces of Salta and Formosa, Argentina.
5.2. Overview of the Petroleum Assets
The Palmar Largo Block was originally exploited by YPF, which was an enterprise owned by the Federal Government of Argentina since 1984. In 1992, due to restructuring of YPF, the exploitation right on Palmar Largo Block was transferred back to the government of Formosa and Salta provinces. The Federal Government of Argentina then called for the international bidding process and approved YPF to form the JV with approved parties and granted the hydrocarbons exploitation rights on the Palmar Largo Block to YPF (hereinafter referred to as the ‘‘Concession’’).
The Concession was granted to YPF for a term of 25 years from 23 December 1992 to 23 December 2017, extendible for another 10 years up to 23 December 2027 upon the unanimous decision of the JV parties and the approval of the Secretary of Energy and the Governor of each of the relevant province through a decree.
The area granted by the Concession is located in the North West Basin in the area called Palmar Largo and covers a surface area of approximately 1,382.1 km[2] comprising of two working zones, one located in Formosa with a total surface area of approximately 1,221.1 km[2] and another one located in Salta with total surface area of approximately 161 km[2] . Currently, there are 14 active producing wells within the Concession. For the period ended 30 June 2013, the average daily production was 168 m[3] of crude oil. The cumulative production was 7.4 MMm[3] of crude oil as at 30 June 2013.
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Figure 8 and figure 9 show the location and regional map of the Petroleum Assets respectively.
Figure 8 — Location Map of the Petroleum Assets
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Source: The Competent Person’s Report
Figure 9 — Regional Map of the Petroleum Assets
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Source: The Competent Person’s Report
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APPENDIX VI
5.3. Reserves Estimates
According to the Competent Person’s Report, the oil reserves estimates in relation to the Petroleum Assets were stated as follows:
Summary of Oil Reserves of the Palmar Largo Concession as at 30 June 2013
| Volumes to | Expiry of | Concession | Volumes to | End of Life of Field | End of Life of Field | End of Life of Field | |
|---|---|---|---|---|---|---|---|
| Gross | Pluspetrol | Pluspetrol | Gross | Pluspetrol | Pluspetrol | ||
| (JV 100%) | WI | Net* | (JV 100%) | WI | Net* | ||
| (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | (Mm3) | ||
| Proved | |||||||
| Developed | 230 | 88 | 78 | 409 | 156 | 138 | |
| Undeveloped | 17 | 6 | 6 | 35 | 13 | 12 | |
| Total Proved | 247 | 94 | 83 | 444 | 170 | 150 | |
| Probable | 8 | 3 | 3 | 18 | 7 | 6 | |
| Possible | 0 | 0 | 0 | 0 | 0 | 0 | |
| Mean Prospective | |||||||
| Resource** | |||||||
| Unrisked | 0 | 0 | 0 | 1,746 | 666 | 590 |
Note:
The numbers are corrected to the nearest integers.
-
Net of Royalty 11.4%
-
** From exploration prospects
Source: The Competent Person’s Report
After our thorough review, we considered that the information contained in the Competent Person’s Report could be reasonably relied on.
6. BASIS OF VALUATION
Fair Market Value is defined as ‘‘the amount of money (or the cash equivalent of some other consideration) determined by the expert in accordance with the provisions of the VALMIN Code for which the mineral or petroleum asset or security should change hands on the valuation date in an open and unrestricted market between a willing buyer and a willing seller in an ‘‘arm’s length’’ transaction, with each party acting knowledgeably, prudently and ’’ without compulsion .
7. INVESTIGATION AND ANALYSIS
Our investigation included discussions with members of the Management in relation to the development and prospect of the oil industry in Argentina and worldwide, and the development, operations and other relevant information of the Business Enterprise and the
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VALUATION REPORT
APPENDIX VI
Petroleum Assets. In addition, we have made relevant inquiries and obtained further information and statistical figures regarding the oil industry from external public sources as we considered necessary for the purpose of the valuation.
As part of our analysis, we have reviewed such financial information and other pertinent data concerning the Business Enterprise and the Petroleum Assets provided to us by the Management and have considered such information and data as attainable and reasonable. We have conducted a site visit in October 2013 and have also consulted other sources of financial and business information. We relied upon the information provided by and the parameters advised by the Technical Consultant who has also conducted a site visit in October 2013. We considered that the opinions expressed by the Technical Consultant and the information contained in the Competent Person’s Report are appropriate for the purposes of this valuation.
The valuation of the Petroleum Assets requires consideration of all pertinent factors, which may or may not affect the operation of the Business Enterprise and its ability to generate future investment returns. The factors considered in our valuation include, but are not necessarily limited to, the following:
-
. The nature and prospect of the Business Enterprise and the Petroleum Assets;
-
. The financial condition of the Business Enterprise and the Petroleum Assets;
-
. The economy in general and the specific economic environment and market elements affecting the businesses, industries and markets;
-
. Relevant licences and agreements;
-
. The business risks of the Petroleum Assets such as the ability in maintaining competent technical and professional personnel; and
-
. Investment returns and market transactions of entities engaged in similar petroleum assets.
8. VALUATION METHODOLOGY
There are generally three accepted approaches to obtain the fair market value of the Petroleum Assets, namely the Market-Based Approach, Income-Based Approach and Asset-Based Approach. Each of these approaches is appropriate in one or more circumstances, and sometimes, two or more approaches may be used together. Whether to adopt a particular approach will be determined by the most commonly adopted practice in valuing petroleum assets that are similar in nature.
8.1. Market-Based Approach
The Market-Based Approach values a petroleum asset by comparing prices at which other petroleum assets in a similar nature changed hands in arm’s length transactions. The underlying theory of this approach is that one would not pay more than one would have to
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APPENDIX VI
for an equally desirable alternative. By adopting this approach, the valuer will first look for valuation indications of prices of other similar petroleum assets that have been sold recently.
The right transactions employed in analyzing indications of values need to be sold at an arm’s length basis, assuming that the buyers and sellers are well informed and have no special motivations or compulsions to buy or to sell.
8.2. Income-Based Approach
The Income-Based Approach focuses on the economic benefits due to the income producing capability of the petroleum asset. The underlying theory of this approach is that the value of the petroleum asset can be measured by the present worth of the economic benefits to be received over the useful life of the petroleum asset. Based on this valuation principle, the Income-Based Approach estimates the future economic benefits and discounts them to their present values using a discount rate appropriate for the risks associated with realizing those benefits.
Alternatively, this present value can be calculated by capitalizing the economic benefits to be received in the next period at an appropriate capitalization rate. This is subject to the assumption that the petroleum asset will continue to maintain stable economic benefits and growth rate.
8.3. Asset-Based Approach
The Asset-Based Approach values a petroleum asset by aggregating the costs of developing the asset to its current condition, or replacing that asset.
8.4. Petroleum Assets Valuation
In selecting appropriate valuation approach for valuing the Petroleum Assets, we have considered the operations, performance and information availability regarding the Petroleum Assets. In particular, we understood from the Management that the Petroleum Assets have been operated for many years; while the Income-Based Approach is a widely used approach in valuing petroleum properties in production. Moreover, adopting IncomeBased Approach could utilize intensive studies and assessments included in the Competent Person’s Report as well as take into consideration the workover plan in 2013 and 2014, which was specifically designed for the Petroleum Assets. We have therefore considered that the Income-Based Approach would be the most appropriate approach in arriving at the fair market value of the Petroleum Assets.
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VALUATION REPORT
APPENDIX VI
8.5. Discounted Cash Flow
Under the Income-Based Approach, we have adopted the discounted cash flow (‘‘DCF’’) method, which is based on a simple reversal calculation to restate all future cash flows in present terms. The expected free cash flow for each year was determined as follows:
Expected Free Cash Flow = Net Profit + Depreciation + After-Tax Interest Expense – Change in Working Capital – Capital Expenditure
The present value of the expected free cash flows was calculated as follows:
PVCF = CF1/(1+r)[1] + CF2/(1+r)[2] + ⋯ + CFn/(1+r)[n]
In which
PVCF = Present value of the expected free cash flows;
CF = Expected free cash flow;
r = Discount rate; and
n = Number of years.
8.5.1. Discount Rate of the Petroleum Assets
In selecting the appropriate discount rate to be applied in the valuation, we have taken into account several major factors including the risks related to the operations of the Petroleum Assets, our knowledge of discount rates commonly applied in valuing petroleum projects under the DCF method and considerations of the cost of debt.
The discount rate was obtained based on the professional judgment of the competent evaluator (hereinafter referred to as the ‘‘Competent Evaluator’’). We have adopted 10% as the discount rate for the Petroleum Assets as in our opinion that is appropriate for the risks involved in the operations of Petroleum Assets.
8.5.2. Portfolio of Reserves Included in the Valuation
According to Listing Rule Chapter 18, economic values are not attached to Possible Reserves, Contingent Resources or Prospective Resources. Proved and Probable Reserves were included in the valuation of the Petroleum Assets with reference to the Competent Person’s Report.
– VI-17 –
APPENDIX VI
VALUATION REPORT
| 2027 | 0 | 74.0 | 0 | 0 | 0 | 0 | 0 | 199,906 | 0 | (199,906) | 0 | (199,906) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 31,607 | 74.0 | 2,337,980 | 266,530 | 37,408 | 1,805,195 | 228,847 | 299,859 | 176,278 | (247,289) | 0 | (247,289) | ||||||||||
| 2025 | 36,751 | 74.0 | 2,718,532 | 309,913 | 43,497 | 1,852,938 | 512,186 | 399,812 | 204,970 | (92,597) | 0 | (92,597) | ||||||||||
| 2024 | 40,413 | 74.0 | 2,989,406 | 340,792 | 47,831 | 1,886,920 | 713,864 | 399,812 | 225,394 | 88,658 | 31,030 | 57,628 | ||||||||||
| 2023 | 47,849 | 74.0 | 3,539,425 | 403,494 | 56,631 | 1,955,923 | 1,123,378 | 399,812 | 266,864 | 456,702 | 159,846 | 296,856 | ||||||||||
| The profit and loss forecast of the Petroleum Assets was presented as follows: | Year Ended December 20131 2014 2015 2016 2017 2018 2019 2020 2021 2022 |
Oil Sales (bbl) 94,464 157,488 137,347 119,752 104,501 84,373 74,589 66,479 59,215 53,128 |
Oil Price (USD/bbl) 74.0 74.0 74.0 74.0 74.0 74.0 74.0 74.0 74.0 74.0 |
Total Revenue (USD) 6,987,596 11,649,493 10,159,685 8,858,119 7,730,022 6,241,104 5,517,433 4,917,491 4,380,218 3,929,907 |
Royalty (USD) 796,586 1,328,042 1,158,204 1,009,826 881,223 711,486 628,987 560,594 499,345 448,009 |
Provincial Taxes (USD) 111,802 186,392 162,555 141,730 123,680 99,858 88,279 78,680 70,083 62,879 |
Production Costs (USD) 1,632,570 2,973,370 2,786,466 2,623,179 2,481,653 2,294,861 2,204,073 2,128,808 2,061,404 2,004,910 |
Gross Profit (USD) 4,446,638 7,161,689 6,052,460 5,083,385 4,243,466 3,134,899 2,596,093 2,149,410 1,749,385 1,414,109 |
Abandonment Costs | (USD) 0 581,024 632,146 745,832 536,008 500,146 500,146 500,146 500,146 500,146 |
Depreciation Expense | (USD) 496,622 878,342 766,014 667,879 582,824 470,563 416,000 370,766 330,257 296,305 |
Profit Before Income | Tax (USD) 3,950,016 5,702,323 4,654,300 3,669,673 3,124,635 2,164,190 1,679,946 1,278,497 918,982 617,657 |
Income Tax Expense | (USD) 1,382,506 1,995,813 1,629,005 1,284,386 1,093,622 757,466 587,981 447,474 321,644 216,180 |
Net Income (USD) 2,567,510 3,706,510 3,025,295 2,385,288 2,031,013 1,406,723 1,091,965 831,023 597,338 401,477 |
Note: Some totals may not foot due to rounding |
1 From the Date of Valuation to 31 December 2013 |
– VI-18 –
VALUATION REPORT
APPENDIX VI
| 2027 | (199,906) | 0 | 159,437 | 0 | (359,343) | 0.263 | (94,572) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | (247,289) | 176,278 | 1,342 | 0 | (72,354) | 0.289 | (20,946) | ||||||
| 2025 | (92,597) | 204,970 | 1,691 | 0 | 110,682 | 0.318 | 35,246 | ||||||
| 2024 | 57,628 | 225,394 | 1,938 | 0 | 281,084 | 0.350 | 98,486 | ||||||
| 2023 | 296,856 | 266,864 | 1,732 | 0 | 561,988 | 0.385 | 216,547 | ||||||
| 2022 | 401,477 | 296,305 | 2,035 | 0 | 695,748 | 0.424 | 294,896 | ||||||
| Year Ended December 20132 2014 2015 2016 2017 2018 2019 2020 2021 |
Net Income (USD) 2,567,510 3,706,510 3,025,295 2,385,288 2,031,013 1,406,723 1,091,965 831,023 597,338 |
Depreciation Expense | (USD) 496,622 878,342 766,014 667,879 582,824 470,563 416,000 370,766 330,257 |
Change in Working | Capital (USD) (43,312) (98,509) (52,128) 5,751 5,005 5,391 4,558 2,727 2,343 |
Capital Expenditure | (USD) 1,406,209 324,275 0 0 0 0 0 0 0 |
Free Cash Flow (USD) 1,701,236 4,359,086 3,843,437 3,047,416 2,608,831 1,871,895 1,503,407 1,199,062 925,252 |
Discount Factor 0.976 0.909 0.826 0.751 0.683 0.621 0.564 0.513 0.466 |
Present Value of Free | Cash Flow (USD) 1,660,853 3,960,737 3,174,736 2,288,822 1,780,844 1,161,642 848,160 615,108 431,387 |
Note: Some totals may not foot due to rounding |
2 From the Date of Valuation to 31 December 2013 |
– VI-19 –
VALUATION REPORT
APPENDIX VI
8.5.3.1 Production Schedule
The production schedule of oil was based on the Competent Person’s Report. We have made reference to the validity period of the Concession, which was expected to end in 2017. As advised by the Management, it was assumed that the validity period would be extended for another 10 years upon its expiry; therefore the production schedule would continue till 2027.
8.5.3.2 Revenue
The annual revenue in respect of the sale of oil was obtained from multiplying the oil price to the annual production amount. The price of oil adopted as at the Date of Valuation was the average of the monthly selling price of the oil produced by the JV from January to December 2013, which was estimated to be USD74.0 per barrel. The price was assumed to be constant from 2013 and onwards. In determining the oil price to be adopted in the financial projection, we have conducted analyses on the historical oil selling price. The historical selling price increased over the years and arrived at a high level in August 2013. Considering the fact that inflation and future oil price are highly uncertain and unpredictable, we have adopted a conservative and reasonable basis and assumed constant oil price in the projection from 2013 onwards, so as to minimize the influence of subjective inputs on the model outcomes.
8.5.3.3 Royalty, Provincial Taxes and Production Costs
According to the Management and the Competent Person’s Report, the estimated effective royalty and provincial taxes of 11.4% and 1.6% of sale of oil were adopted respectively. Production costs included fixed and variable costs. The annual variable cost adopted was USD9.28 per barrel and the annual fixed cost adopted was USD3,963,000 per annum. The annual production cost was assumed to be constant from 2013 and onwards.
8.5.3.4 Depreciation Expense
The depreciation expense was estimated by unit of production of the existing fixed asset with reference to the production schedule provided by the Management.
8.5.3.5 Income Tax Expense
As advised by Management, the income tax rate of Argentina of 35.00% was adopted.
8.5.3.6 Net Income
Net income was derived by subtracting the royalty, provincial taxes, production costs, abandonment costs and income tax expense from the revenue.
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APPENDIX VI
8.5.3.7 Working Capital
The change in working capital was estimated by the average historical working capital ratios of the Business Enterprise with reference to the financial statements of the Business Enterprise provided by the Management.
8.5.3.8 Capital Expenditure
As advised by the Management and the Competent Person’s Report, the projected capital expenditures for the workovers would be USD1,406,209 in 2013 and USD324,275 in 2014 respectively.
8.6. Sensitivity Analyses
To determine how the different values of an independent variable would impact a particular dependent variable under a given set of assumptions, sensitivity analyses were carried out on the fair market value of the Petroleum Assets in respect of the discount rate, oil price, variable costs and fixed costs from the status quo. The results of the sensitivity analyses for the valuation of the Petroleum Assets were as follows respectively:
| Fair Market Value | ||
|---|---|---|
| of the Petroleum | ||
| Absolute Change in | Applied | Assets |
| Discount Rate | Discount Rate | (USD) |
| +2% | 12% | 15,619,000 |
| +1% | 11% | 16,025,000 |
| 0% | 10% | 16,452,000 |
| –1% | 9% | 16,901,000 |
| –2% | 8% | 17,375,000 |
| Fair Market Value | ||
| of the Petroleum | ||
| Assets | ||
| Percentage Change in Initial | Oil Price Adopted | (USD) |
| +2% | 17,081,000 | |
| +1% | 16,767,000 | |
| 0% | 16,452,000 | |
| –1% | 16,137,000 | |
| –2% | 15,823,000 |
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VALUATION REPORT
APPENDIX VI
| Fair | Market Value | |||||
|---|---|---|---|---|---|---|
| of | the Petroleum | |||||
| Assets | ||||||
| Percentage | Change | in | Variable | Costs | (USD) | |
| +2% | 16,362,000 | |||||
| +1% | 16,407,000 | |||||
| 0% | 16,452,000 | |||||
| –1% | 16,497,000 | |||||
| –2% | 16,541,000 |
| Fair | Market Value | |||||
|---|---|---|---|---|---|---|
| of | the Petroleum | |||||
| Assets | ||||||
| Percentage | Change | in | Fixed | Costs | (USD) | |
| +2% | 16,299,000 | |||||
| +1% | 16,375,000 | |||||
| 0% | 16,452,000 | |||||
| –1% | 16,529,000 | |||||
| –2% | 16,605,000 |
9. MAJOR ASSUMPTIONS
We have adopted certain specific assumptions in our valuation and the major ones are as follows:
-
. The Business Enterprise has free and uninterrupted rights to operate the Petroleum Assets throughout the period until all Proved plus Probable Reserves of the Petroleum Assets are fully exploited and subject to no land premium or any payment to the government of substantial amount;
-
. All relevant legal approvals and business certificates or licences to operate the business in the localities in which the Petroleum Assets are operated or intend to be operated would be officially obtained and renewable upon expiry;
-
. The Petroleum Assets will be operated as planned;
-
. There exists a reliable and adequate transportation network and capacity for processing the mining products;
-
. There will be no major changes in the current taxation laws in the localities in which the Petroleum Assets are operated or intend to be operated and the rates of tax payable shall remain unchanged and all applicable laws and regulations will be complied with;
– VI-22 –
VALUATION REPORT
APPENDIX VI
-
. There will be no major changes in the political, legal, economic or financial conditions in the localities in which the Petroleum Assets are operated or intend to be operated, which would adversely affect the revenues attributable to and the profitability of the Petroleum Assets; and
-
. Interest rates and exchange rates in the localities for the operation of the Petroleum Assets will not differ materially from those presently prevailed.
10. RISK FACTORS
The following are the risk factors of the Petroleum Assets which have been considered in the valuation:
10.1. Petroleum Reserves
Estimates of reserves may change when new information becomes available or new factors arise. Any adjustment could affect the development and drilling plans, which could materially and adversely affect the revenues and the valuation of the Petroleum Assets. There can be no assurance the recovery from exploration assay tests will be the same under on-site conditions or in production-scale operations.
10.2. Future Oil Price and Global Economy
Revenue of the Petroleum Assets depends on future oil price and it is highly sensitive to fluctuations of the price, both positively and negatively. Huge falls in the price would substantially reduce the values of the Petroleum Assets. The worst case is that the Petroleum Assets would become uneconomical.
10.3. Operation Costs
The operating cost estimates are based on a number of assumptions. The business is capital intensive and the development and exploitation of resources, the depreciation and out of order of machinery and equipment and the expansion of production capacity require substantial capital expenditure. There may be potential increases to operating costs which arise from unforeseen operating complexities due to increases of the fuel price or inflation. Operations may not be completed in the scope of the time planned, may exceed the original budgets and may not achieve the intended economic results or commercial viability, all of which could have a material adverse effect on the results of operations and the business.
10.4. Future Plans
Any changes to the production plans or the differences between the future and the actual productions may happen. Those variances may or may not be material.
– VI-23 –
VALUATION REPORT
APPENDIX VI
11. INFORMATION REVIEWED
Our opinion requires consideration of relevant factors and information affecting the fair market value of the Petroleum Assets. The factors and information considered included, but were not necessarily limited to, the following:
-
. The Competent Person’s Report prepared by the Technical Consultant;
-
. Financial information of the Business Enterprise provided by the Management;
-
. Registrations and legal documents related to the Business Enterprise and the Petroleum Assets provided by the Management;
-
. Historical information of the Business Enterprise and the Petroleum Assets provided by the Management;
-
. Market trends of the oil industry in Argentina and worldwide;
-
. General descriptions in relation to the Business Enterprise and the Petroleum Assets; and
-
. Economic outlook in Argentina.
We have also conducted research from various sources to verify the reasonableness and fairness of information provided and we believe that such information is reasonable and reliable. We have assumed the accuracy of information provided and relied on such information to a considerable extent in arriving at our opinion.
12. LIMITING CONDITIONS
The valuation reflects facts and conditions existing at the Date of Valuation. Subsequent events or circumstances have not been considered and we are not required to update our report for such events and conditions.
We would particularly point out that our valuation was based on the information such as the company background, business nature and market share of the Business Enterprise provided to us.
To the best of our knowledge, all data set forth in this report are reasonable and accurately determined. The data, opinions, or estimates identified as being furnished by others that have been used in formulating this analysis are gathered from reliable sources; yet, no guarantee is made nor liability assumed for their accuracy.
We have relied on the historical and/or prospective information to a considerable extent provided by the Management and other third parties in arriving at our opinion of value. The information has not been audited or compiled by us. We are not in the position to verify the accuracy of all information provided to us. However, we have had no reason to doubt the truth
– VI-24 –
VALUATION REPORT
APPENDIX VI
and accuracy of the information provided to us and to doubt that any material facts have been omitted from the information provided. No responsibilities for the operation and financial information that have not been provided to us are accepted.
We assumed that the Management is competent and perform duties under the company regulation. Also, ownership of the Petroleum Assets was in responsible hands, unless otherwise stated in this report. The quality of the Management may have direct impact on the viability of the business as well as the fair market value of the Petroleum Assets.
We have not investigated the title to or any legal liabilities of the Petroleum Assets and have assumed no responsibility for the titles to the Petroleum Assets appraised.
Our conclusion of the fair market value was derived from generally accepted valuation procedures and practices that rely substantially on the use of various assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained. The conclusion and various estimates may not be separated into parts, and/or used out of the context presented herein, and/or used together with any other valuation or study.
We assume no responsibility whatsoever to any person other than the directors and the Management in respect of, or arising out of, the content of this report. If others choose to rely in any way on the contents of this report, they do so entirely at their own risk.
No changes to any item in any part of this report shall be made by anyone except ROMA. We accept no responsibility for any such unauthorized changes. Neither all nor any part of this report shall be disseminated to the public without the written consent and approval of ROMA through any means of communication or referenced in any publications, including but not limited to advertising, public relations, news or sales media.
This report may not be reproduced, in whole or in part, and utilized by any third parties for any purpose, without the written consent and approval of ROMA.
The working papers and models for this valuation are being kept in our files and would be available for further references. We would be available to support our valuation if required. The title of this report shall not pass to the Company until all professional fees have been paid in full.
13. REFERENCES
The list of sources of information cited in this report is stated as follows:
-
. Bloomberg;
-
. BP Statistical Review of World Energy;
-
. International Energy Outlook 2013 issued by United States Energy Information Administration;
-
. International Monetary Fund;
– VI-25 –
VALUATION REPORT
APPENDIX VI
-
. The Competent Person’s Report; and
-
. World Bank.
14. REMARKS
Unless otherwise stated, all monetary amounts stated in this valuation report are in United States Dollars (USD). The volumetric conversion adopted in the valuation was approximately 1 m[3] = 6.2898 barrels.
We hereby confirm that we have neither present nor prospective interests in the Company, the Business Enterprise, their holding companies, subsidiaries and associated companies, the Petroleum Assets or the values reported herein.
15. OPINION OF VALUE
Based on the investigation and analysis stated above, the valuation method employed, and the sensitivity analyses performed, the fair market value of the Petroleum Assets as at the Date of Valuation, in our opinion, was reasonably stated as follows:
Fair Market Value of the Petroleum Assets as at 30 June 2013
| Fair Market Value of the Petroleum Assets: |
Range USD 16,025,000 to 16,901,000 |
Preferred Value USD 16,452,000 |
|---|---|---|
Yours faithfully, For and on behalf of
| Yours faithfully, For and on behalf of |
Yours faithfully, For and on behalf of |
|---|---|
| Roma Oil and Mining Associates Limited | |
| Ian D. Buckingham | Ivan Yiaw |
| Competent Evaluator | Peer Reviewer |
Contributor: Harris H. Y. Tam, Terry S. W. Hui, Angela N. C. Kwan, Winnie W. Y. Lam, Chris F. Tan, Kelvin K. Y. Luk
– VI-26 –
VALUATION REPORT
APPENDIX VI
Statement of Qualification of the Competent Evaluator — Ian D. Buckingham
I, Ian D. Buckingham, hereby confirm that:
- . I have carried out the assignment for Roma Oil and Mining Associates Limited, located at:
Unit 3806, 38/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong
Tel: (852) 2529 6878 Fax: (852) 2529 6808
-
. I graduated with Associateship and Fellowship Diplomas in Geology from Royal Melbourne Institute of Technology with extra studies in mining engineering and primary metallurgy, a Bachelor’s Degree of Applied Science in Applied Geology from Victorian Institute of Colleges and a Master of Business Administration from RMIT University.
-
. I am a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), Member of Petroleum Exploration Society of Australia (MPESA) and American Association of Petroleum Geologists (MAAPG).
-
. I have studied the revised Chapter 18 of the Hong Kong Listing Rules and understood the definition ‘‘Competent Evaluator’’. My past relevant experience, qualifications and my affiliation with professional associations have fulfilled the requirements to be a ‘‘Competent Evaluator’’ as set out in the listing rules for the purpose of the valuation report.
-
. I am the primary author responsible for the preparation and compilation of the valuation report.
-
. I have neither present nor prospective interests in the Petroleum Assets, the Business Enterprise, the Company or the values reported herein.
-
. I am not aware of any material fact or material change with respect to the subject matter of the valuation report that is not reflected in the valuation report.
-
. This report has been prepared in accordance with the guidelines set by the VALMIN Code (2005) established by the VALMIN Committee in Australia.
– VI-27 –
VALUATION REPORT
APPENDIX VI
APPENDIX I — ABBREVIATIONS AND GLOSSARY
| μ | Micron | km2 | square kilometre |
|---|---|---|---|
| ºC | degree Celsius | kPa | kilopascal |
| ºF | degree Fahrenheit | kVA | kilovolt-amperes |
| μg | microgram | kW | kilowatt |
| A | ampere | kWh | kilowatt-hour |
| a | Annum | L | litre |
| Bbl | barrels | L/s | litres per second |
| bcm | bank cubic metre | M | metre |
| btu | British thermal units | M | Mega (million) |
| C$ | Canadian Dollars | m2 | square metre |
| cal | Calorie | m3 | cubic metre |
| CFM | cubic metres per minute | Min | minute |
| cm | centimetre | Mm3 | thousand cubic metre |
| cm2 | square centimetre | MMm3 | million cubic metre |
| d | Day | mph | miles per hour |
| dia | diameter | MVA | megavolt-amperes |
| dmt | dry metric tonne | MW | megawatt |
| dwt | deadweight ton | MWh | megawatt-hour |
| FOB | free on board | m3/h | cubic metres per hour |
| ft | Foot | opt, oz/st | ounce per short ton |
| ft/s | foot per second | oz | Troy ounce (31.1035g) |
| ft2 | square foot | oz/dmt | ounce per dry metric tonne |
| ft3 | cubic foot | ppm | part per million |
| g | Gram | psia | pound per square inch absolute |
| G | giga (billion) | Psig | pound per square inch gauge |
| Gal | Imperial gallon | RL | relative elevation |
| g/L | gram per litre | S | second |
| g/t | gram per tonne | SG | Specific Gravity |
| gpm | Imperial gallons per minute | St | short ton |
| gr/ft3 | grain per cubic foot | Stpa | short ton per year |
| gr/m3 | grain per cubic metre | Stpd | short ton per day |
| hr | Hour | T | metric tonne |
| ha | hectare | Tpa | metric tonne per year |
| hp | horsepower | Tpd | metric tonne per day |
| in | Inch | USD | United States Dollars |
| in2 | square inch | USg | United States gallon |
| J | Joule | USgpm | US gallon per minute |
| k | kilo (thousand) | V | Volt |
| kcal | kilocalorie | W | Watt |
| kg | kilogram | wmt | wet metric tonne |
| km | kilometre | yd3 | cubic yard |
| km/h | kilometre per hour | Yr | Year |
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APPENDIX VI
DCF Discounted Cash Flow GDP Gross Domestic Product OECD Organization for Economic Co-operation and Development OPEC Organization of Petroleum Exporting Countries VALMIN Code Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports 2005 Edition WTI West Texas Intermediate
– VI-29 –
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APPENDIX VI
==> picture [448 x 625] intentionally omitted <==
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VALUATION REPORT
APPENDIX VI
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GENERAL INFORMATION
APPENDIX VII
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
DISCLOSURE OF INTERESTS
Interests of Directors
As at the Latest Practicable Date, the interests of the Directors in the share capital of the Company which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests which they were taken or deemed to have under such provisions of the SFO), or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:
| Number | Percentage of | ||
|---|---|---|---|
| Name | of Shares | Nature of interest | shareholding |
| Mr. Cheng Kam Chiu, Stewart | 4,500,000 | Beneficial owner | 0.38% |
| Mr. Cheng Ming Kit | 3,001,000 | Beneficial owner | 0.26% |
| Mr. Wong Man Kong, Peter | 450,000 | Beneficial owner | 0.04% |
| Mr. Chan Chi Yuen | 450,000 | Beneficial owner | 0.04% |
| Mr. Chiu Wai On | 450,000 | Beneficial owner | 0.04% |
Note: The interests of the Directors disclosed above were all options granted under the share option scheme of the Company (except 1,000 Shares held by Mr. Cheng Ming Kit) entitling them to subscribe for Shares during the period from 10 August 2012 to 21 July 2014 at HK$1.10 per Share.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or any chief executive of the Company had an interest or short position in any shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or which was required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules to be notified to the Company and the Stock Exchange.
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GENERAL INFORMATION
APPENDIX VII
None of the Directors is a director or employee of a company which had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as at the Latest Practicable Date.
Interests of experts in the Group
As at the Latest Practicable Date, none of the experts named in the paragraph headed ‘‘Qualifications of experts’’ in this appendix had any shareholding in any company in the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any company in the Group.
Interests in assets
As at the Latest Practicable Date, none of the Directors or experts named in the paragraph headed ‘‘Qualifications of experts’’ in this appendix had any direct or indirect interest in any asset acquired or disposed of by or leased to any member of the Group or was proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2012, being the date to which the latest published audited accounts of the Company were made up.
Interests in contracts or arrangements
As at the Latest Practicable Date, none of the Directors had any material interests in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group taken as a whole.
Service contracts
As at the Latest Practicable Date, there was no existing or proposed service contract between any member of the Group and any Director or proposed Director (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensations)).
Competing business
As at the Latest Practicable Date, none of the Directors or any of their respective associates had any interest in any business which competes or is likely to compete, either directly or indirectly, with the Group’s business. As at the Latest Practicable Date, there was no proposed Director.
LITIGATION
Neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against the Company or any of its subsidiaries as at the Latest Practicable Date.
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GENERAL INFORMATION
APPENDIX VII
QUALIFICATIONS OF EXPERTS
The qualifications of the experts who have given opinions or have been named in this circular are as follows:
Name
Qualification
Price Waterhouse & Co. S.R.L. Independent Accountants Crowe Horwath (HK) CPA Limited Certified Public Accountants
Roma Competent Person (as defined in Chapter 18 of the Lising Rules)
CONSENTS
The experts named in the paragraph headed ‘‘Qualifications of experts’’ in this appendix have given and have not withdrawn their respective written consents to the issue of this circular with copies of their reports, valuation or letters (as the case may be) and the references to their names included herein in the form and context in which they are respectively included.
MATERIAL CONTRACTS
The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this circular and are or may be material:
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(i) a letter of intent dated 22 December 2011 (as supplemented on 21 September 2012); and an agreement dated 6 February 2013 entered into between High Luck Holding (Hong Kong) Limited (a wholly-owned subsidiary of the Company) and Ms. Li Lian Fang in relation to an acquisition of the entire equity interest of Power Jet Group Limited which holds approximately 9.25% interests in the Tartagal Concession and the Morillo Concession in Argentina at a consideration of HK$150,000,000, satisfied as to (i) HK$15,000,000 in cash; (ii) HK$105,000,000 by the issue of convertible notes by the Company; and (iii) HK$30,000,000 by the issue of a promissory note by the Company;
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(ii) an agreement dated 20 January 2012 (as supplemented on 10 February 2012) entered into between the Company, Ping An of China Securities (Hong Kong) Company Limited and Select Investment Services Limited in relation to the placing of up to 90,000,000 new Shares at the price of HK$0.55 per Share;
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(iii) a termination agreement dated 16 April 2012 entered into between 四會市志來煤炭 實業有限公司 (Sihui Zhilai Coal Industry Company Limited) (‘‘Sihui Zhilai’’) (an indirect subsidiary of the Company in the PRC), 天津海津礦業有限公司 (Tianjin Haijin Mining Limited) (‘‘Tianjin Haijin’’) and 河北省青龍滿族自治縣成意礦業有 限公司 (Qinglong Manzu Autonomous County Chengyi Mining Limited), to facilitate the early termination of the sub-contracting agreement dated 1 July 2010
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GENERAL INFORMATION
APPENDIX VII
relating to the operation rights of the iron mine and refinery factory located in 青龍 滿族自治縣 (Qinglong Manzu Autonomous County), Hebei Province, the PRC in consideration of the payment of compensation of RMB100 million by Tianjin Haijin to Sihui Zhilai;
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(iv) a memorandum of understanding dated 25 February 2012 entered into between Total Belief Limited (a wholly-owned subsidiary of the Company) (‘‘Total Belief’’) and Principle Petroleum Limited (‘‘PPL’’) and an agreement dated 15 May 2012 (as supplemented on 31 July 2012, 24 December 2012 and 28 June 2013 respectively) entered into between the Company, Total Belief, New Choice Group Limited, Glory Brightness Limited and PPL in respect of the acquisition of entire issued share capital of New Choice Group Limited and Glory Brightness Limited by Total Belief at the consideration of HK$35,000,000, satisfied as to HK$30,000,000 in cash; and HK$5,000,000 by the Company’s issue of convertible notes;
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(v) a warrant subscription agreement dated 29 May 2012 entered into between the Company and Max Sun Enterprises Limited (‘‘Max Sun’’) in relation to the subscription of 100,000,000 unlisted transferable warrants of the Company at the exercise price of HK$1.05 per share (subject to adjustment);
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(vi) a sale and purchase agreement dated 3 August 2012 entered into between BCM Energy Partners Inc. (‘‘BCM’’) and ET-LA, LLC (‘‘ET1’’) (an indirectly owned subsidiary of the Company) in relation to the disposal of oil and gas interests in Texas and Louisiana of the United States of America by ET1 at the consideration of US$2,718,000, satisfied as to (i) US$405,000 by cash; and (ii) US$2,313,000 by the issue of convertible note by BCM;
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(vii) an agreement dated 30 August 2012 (as supplemented on 11 September 2012) entered into between the Company with Ping An of China Securities (Hong Kong) Company Limited and Orient Securities Limited in relation to the placing of up to 300,000,000 new Shares at a price per Share not less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Placing Price Determination Date (as defined therein) and in any event not less than HK$0.90 per Share;
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(viii) a sale and purchase agreement dated 13 September 2012 (as supplemented on 8 March 2013) entered into between Clear Elite Holdings Limited (‘‘Clear Elite’’), a wholly owned subsidiary of the Company, and Mr. Yiu Wing Hei in relation to Clear Elite’s acquisition of the entire issued share capital of Golden Giant Limited at a consideration of HK$54,475,000.00, satisfied as to (i) HK$38,475,000 by the Company’s issue of a convertible note; and (ii) HK$16,000,000 by the Company’s issue of a promissory note;
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(ix) a strategic partnership agreement dated 14 September 2012 entered into between the Company and China Petroleum Pipeline Bureau to jointly develop China and overseas oil and gas business;
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GENERAL INFORMATION
APPENDIX VII
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(x) an agreement dated 8 November 2012 entered into between Ms. Lin Ru Xiang and New Phoenix Global Limited (currently a 73% owned subsidiary of the Company) in relation to the subscription of 49% equity interest in New Phoenix Global Limited for a consideration of HK$10,000,000;
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(xi) a loan memorandum of understanding dated 10 November 2012 entered into between Total Belief and Ms. Lin Ru Xiang pursuant to which Total Belief granted a loan of HK$18,072,877.63 to Ms. Lin Ru Xiang;
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(xii) an agreement dated 12 November 2012 (as supplemented on 12 November 2012, 10 December 2012, 5 March 2013 and 22 October 2013 respectively) entered into between 深圳中港新時代能源有限公司 (Shen Zhen Sino Hong Kong New Times Energy Corporation Limited) (‘‘Shenzhen Subsidiary’’), an indirectly wholly-owned subsidiary of the Company (which was subsequently replaced by another indirectly wholly-owned subsidiary of the Company, 淮安新時代能源有限公司 (HuaiAn New Times Energy Corporation Limited) (‘‘Huaian Subsidiary’’)), Mr. Zhu ZhiQing (朱 志清), Mr. Su RongLi (蘇榮利), and Mr. Tang Feng (唐烽) and 貴州坤煜經貿有限 公司 (GuiZhou KunYu Trading Company Limited) (‘‘KunYu’’) in relation to Huaian Subsidiary’s acquisition of 100% equity interest in KunYu at the consideration of RMB65,100,000, satisfied by RMB37,100,000 in cash and the issue of convertible bonds with principal amount of RMB28,000,000 by the Company;
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(xiii) an agreement dated 1 December 2012 (as supplemented on 1 December 2012 and 5 March 2013) entered into between Shenzhen Subsidiary (which was subsequently replaced by Huaian Subsidiary), Mr. Lai ZuoYi (黎作義), Mr. Lai ZuoJun (黎作軍), Mr. Zhang ChaoLin (張超林) and Mr. Zhang ZhiChao (張志超) and 貴州舜堯能源投 資有限公司 (GuiZhou ShunYao Energy Investment Company Limited (‘‘ShunYao’’)) in relation to Huaian Subsidiary’s acquisition of 100% equity interest in ShunYao at the consideration of RMB26,920,500, satisfied as to RMB13,000,000 in cash and the balance of RMB13,920,500 by the issue of convertible bonds by the Company;
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(xiv)an agreement dated 20 December 2012 entered into between the Company and Orient Securities Limited in relation to the placing of up to 35,000,000 new Shares at the price of HK$0.91 per Share;
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(xv) a sale and purchase agreement dated 16 January 2013 (and terminated on 30 April 2013) entered into between BCM, ET1 and ET-LA(2), LLC (‘‘ET2’’) (an indirectly owned subsidiary of the Company) in relation to the disposal of oil and gas interests in Texas and Louisiana of the United States by ET1 and ET2 at a consideration of US$2,800,000, satisfied as to US$300,000 in cash and the balance of US$2,500,000 by the issue of convertible note by BCM;
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(xvi) an agreement dated 18 January 2013 entered into between the Company and Orient Securities Limited in relation to the placing of up to 22,000,000 new Shares at the price of HK$0.91 per Share;
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GENERAL INFORMATION
APPENDIX VII
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(xvii) an agreement dated 22 January 2013 (as supplemented on 23 January 2013) entered into between Total Belief Limited and Ms. Lin Ru Xiang in relation to the acquisition of 22% equity interest of New Phoenix Global Limited for a total consideration of HK$13,900,000, satisfied as to HK$2,000,000 in cash and the balance of HK$11,900,000 by the issue of convertible bonds by the Company;
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(xviii) an agreement dated 25 January 2013 entered into between the Company and Orient Securities Limited in relation to the placing of up to 14,000,000 new Shares at the price of HK$0.98 per Share;
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(xix) an agreement dated 10 May 2013 entered into between ET1, Melrose Investment Corporation and Emax-Legacy Partners, LLC in relation to the acquisition of the oil and gas properties situated at Caddo Parish, Louisiana, the United States of America by ET1 for a total consideration of US$2,200,000, satisfied by the allotment and issue of 21,450,000 Shares by the Company at HK$0.80 per Share;.
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(xx) an agreement dated 7 June 2013 entered into between the Company and Orient Securities Limited in relation to the placing of convertible bonds of the Company of up to an aggregate principal amount of HK$50,000,000 at the conversion price of HK$0.79 per Share;
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(xxi) an agreement dated 19 June 2013 and a supplementary agreement dated 27 June 2013 entered into between the Company and Asia Private Credit Fund Limited in relation to the subscription of 34,370,000 Shares (with unlisted warrants attached) at HK$0.66 per Share;
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(xxii) a sale and purchase agreement dated 30 June 2013 entered into between BCM and ET1 in relation to the disposal of oil and gas interests in Louisiana of the United States of America by ET1 at the consideration of US$5,200,000, satisfied by way of issue of unlisted convertible promissory notes by BCM at a conversion price of US$2.00 per share of BCM;
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(xxiii) an agreement dated 2 October 2013 entered into between the Company and Max Sun in relation to the subscription of 90,163,934 Shares at HK$0.61 per Share;
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(xxiv) an agreement dated 2 October 2013 entered into between the Company and Max Sun in relation to the Company’s acquisition of the entire issued capital of Big Trade Investments Limited for a total consideration of HK$55,359,269, satisfied by the Company’s allotment and issue of 90,752,900 Shares at HK$0.61 per Share; and
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(xxv) the Offer Letters.
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GENERAL INFORMATION
APPENDIX VII
GENERAL
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(a) The secretary of the Company is Ms. Tsang Tsz Ying, Fion, an associate member of both The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries.
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(b) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
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(c) The Hong Kong share registrar of the Company is Tricor Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong.
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(d) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection at the head office of the Company at Room 1007–8, 10th Floor, New World Tower I, 18 Queen’s Road Central, Hong Kong during normal business hours up to and including 14 January 2014:
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(a) the Memorandum of Association and the Bye-laws of the Company;
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(b) the annual reports of the Company for the two years ended 31 December 2012 and the interim report of the Company for the six months ended 30 June 2013;
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(c) the circulars of the Company issued pursuant to Chapter 14 and/or Chapter 14A of the Listing Rules since 31 December 2012, being the date of the latest published audited accounts;
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(d) the accountant’s report on the Participating Interest, the text of which is set out in Appendix II;
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(e) the report on the unaudited pro forma financial information of the Enlarged Group prepared by Crowe Horwath (HK) CPA Limited, the text of which is set out in Appendix III;
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(f) the Competent Person’s Report prepared by Roma, the text of which is set out in Appendix V;
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(g) the Valuation Report prepared by Roma, the text of which is set out in Appendix VI;
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(h) the material contracts referred to in the paragraph headed ‘‘Material contracts’’ in this appendix; and
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(i) the written consents referred to in the paragraph headed ‘‘Consents’’ in this appendix.
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NOTICE OF SPECIAL GENERAL MEETING
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NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]
(incorporated in Bermuda with limited liability)
(Stock Code: 00166)
NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3rd Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 16 January 2014 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
‘‘THAT the acquisition of a 38.15% operated participating interest in Palmar Largo UTE on the terms and conditions of two offer letters both dated 9 September 2013 (as amended on 8 October 2013, 15 October 2013, 18 November 2013 and 20 December 2013) from Pluspetrol Sociedad Anónima to High Luck Group Limited (a wholly owned subsidiary of the Company) (the ‘‘Acquisition’’), a copy each of which has been tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved and the directors of the Company be and are hereby authorised to implement the Acquisition and the transactions contemplated thereunder (with any amendments to the terms of the Acquisition which are not inconsistent with the purpose thereof as may be approved by the directors of the Company).’’
By Order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 31 December 2013
Registered Office: Head Office and Principal Place Clarendon House of Business: 2 Church Street Room 1007–08 Hamilton HM 11 10/F., New World Tower I Bermuda 18 Queen’s Road Central Central, Hong Kong
- For identification purpose only
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NOTICE OF SPECIAL GENERAL MEETING
Notes:
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(1) Any shareholder of the Company (the ‘‘Shareholder(s)’’) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy (or in case the Shareholder holds two or more shares he may appoint more than one proxy) to attend and vote instead of him. A proxy need not be a Shareholder.
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(2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
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(3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.
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(4) Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders are present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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(5) The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.
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(6) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the board of directors of the Company comprises eight directors, of which three are executive directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Wong Tai Cheung, Andrew; one is non-executive director, namely Mr. Paul Lincoln Heffner; and four are independent non-executive directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.
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