Independent Resources

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1 OIL & GAS FLASHNOTE Independent Resources (IRG LN) Stock Data Share Price: 0.65p Market Cap (M): 1.3m EV (M): 1.3m Free float 79.8% Liquidity (30 day ave) 7.8m Price Chart Oct-14 Jan-15 Apr-15 Jun-15 Sep Week Range 0.53p 0.65p 3.63p Capital Raising Event To finance the transformational East Ghazalat acquisition Independent Resources ( IRG ) has successfully raised, subject to shareholder approval, 800,000 in funding through an equity placing. The acquisition will secure net production to IRG of 220bopd at a transaction cost of US$3.5/bbl for 2P reserves (0.5mmbbl net to IRG). This is comparatively cheap compared to other recent transactions in the same jurisdiction and provides a platform for additional investment opportunities currently being evaluated. Summary of transaction On 6 October 2015, Independent Resources announced that a joint venture company owned with Nostra Terra Oil & Gas ( NTOG ) had reached agreement with TransGlobe Energy to acquire a 50% non-operated interest in the East Ghazalat concession in Egypt. The headline consideration for the transaction is US$3.5m satisfied by US$1.0m in cash at legal completion and a US$2.5m loan note from TransGlobe Energy. The loan note will be adjusted for net working capital at the effective date of 30 June 2015 and subsequent net cash flows and is repayable within two years. The loan note will bear interest at 10% per annum. Debt financing at the JV level will be used to fund future capex. Company Summary Independent Resources is an oil and gas exploration company with assets in Egypt, Italy and Tunisia. William Arnstein Tel: +44 (0) The East Ghazalat concession is located in the Western Desert region of Egypt and is operated by North Petroleum, a subsidiary of ZhenHua Oil. The concession consists of two development licences covering the producing Safwa oil field and the undeveloped North Dabaa gas/condensate discovery. Current gross production from the Safwa oil field is approximately 880bopd (220bopd net to IRG) and gross 2P reserves are estimated at 2.0mmbbl (0.5mmbbl net to IRG). Management estimate an additional 5.6mmbbl (1.4mmbbl net to IRG) is recoverable from further development of the Safwa oil field. Contingent resources of 0.6mmboe (0.14mmboe net to IRG) are attributed to the North Dabaa discovery. Headline acquisition multiples of US$3.5/bbl (per 2P reserves) and US$8,000/bopd compare favourably to other transactions in Egypt during This is a marketing communication. It has not been prepared in accordance with legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research. Non-US research analysts who have prepared this report are not registered/qualified as research analysts with FINRA, may not be associated persons of the member organisation and may not be subject to NASD/NYSE restrictions on communications with a subject company, public appearances and trading securities held by a research analyst account. Disclosures can be found at the end of the report.

2 Conditional placing IRG has announced a conditional share placing raising gross proceeds of 800,000 through the issue of 133,333,333 new ordinary shares at a placing price of 0.6p/sh (16.7% discount to the previous closing price). Net proceeds after expenses are estimated at 740,000. Management and directors of the company have subscribed for 26,000 in the placing and 54,000 (net of taxes) through the conversion of accrued salaries and consultancy fees. An equal number of placing warrants (133,333,333), with an exercise price of 1p/sh, will also be issued potentially raising a further 1.33m. A general meeting will be held on 16 November 2015 to approve the placing. East Ghazalat concession The East Ghazalat concession is located in the Western Desert region of Egypt. The concession was originally awarded to Vegas Oil & Gas in Since then a number of exploration and appraisal wells have been drilled and two discoveries made. TransGlobe Energy farmed into the acreage in 2010 and ZhenHua Oil acquired Vegas Oil & Gas interest in 2014 as part of a US$750m transaction. Two development areas have been awarded totalling 62km 2, with the remaining exploration acreage relinquished in The Safwa field was the first discovery made on the concession in 2010 and brought onstream in The field (made up of two distinct oil pools, Safwa and Sabbar, with 33/38 o API oil) currently has 8 wells in operation, which are tied into an early production system, with production averaging 1,248bopd in Oil is trucked 35km to the South Dabaa facilities, where exclusive facilities exist for the oil from East Ghazalat, before being co-mingled with other production and exported via pipeline. The Safwa development licence is due to expire in July 2031 and has a 5 year extension beyond this. Exhibit 1: East Ghazalat concession Source: Independent Resources The North Dabaa field was discovered in 2013 and successfully appraised in The field consists of both oil and gas bearing reservoirs and production testing demonstrated high productivity (the North Dabaa-1X well flowed at 16mmcfpd and 1,620bopd of condensate). The North Dabaa development licence is due to expire in February 2034 and has a 5 year extension beyond this. Brandon Hill Capital 2

3 Reserves and resources A reserves assessment by Degolyer & McNaughton estimate that at 30 June 2015 remaining 2P reserves attributable to the Safwa field amount to 2.0mmbbl. Management believe an additional 5.6mmbbl of resources could be recovered by an expanded drilling programme and water flood. There are also some lower cost well optimisation opportunities to exploit such as recompletions and missed pay. Exhibit 1: East Ghazalat reserves and resources mmbbl Gross 100% Net 25% WI 1P P P C (mmboe) Source: Independent Resources Due to marginal economics, there are only contingent resources attributed to the North Dabaa gas discovery. These are currently estimated at 0.56mmboe, although there is considerable uncertainty due to potentially anomalous flow test results. To fully evaluate this potential a request has been made to the Government for a six month extension to complete subsurface studies and the outcome of this process, along with the economic implications of new gas prices, will determine the future work programme. As this could include dropping the licence, we consider the North Dabaa as optionality. Financials Oil & gas concessions in Egypt are governed by production sharing agreements ( PSC ) with the Egyptian General Petroleum Corporation ( EGPC ). The principal terms of the contracts allow for 25% cost recovery and a 20% profit share (variable between 17% and 20% depending on the level of production), with operating costs recovered in the period incurred and capex recovered over a five year period. As at the effective date of the transaction, an unrecovered cost pool of US$27m exists. Management anticipates a three month receivable period, which seems reasonable given the improving payment cycles reported by other operators in the country. For 2014, TransGlobe reported revenues and a profit before tax and impairments from the East Ghazalat concession of US$11.0m and US$1.1m respectively. For 2015, the financial performance is expected to be substantially weaker due to lower oil prices and production volumes (currently averaging 880bopd). The production decline reflects the sharp drop in investment during the period. As mentioned above, a number of options to increase production exist. To ensure that these plans can be executed in a cost effective manner, IRG will seek to renegotiate key elements of the joint operating agreement ( JOA ) with ZhenHua Oil, including an audit of past expenditure. As this will take some time to complete, the nearer term objective is to agree a 2016 budget that adequately reflects the lower oil price environment. The IRG base case plan anticipates the 2016 work programme will Brandon Hill Capital 3

4 consist of well optimisations, such as workovers, and possibly one well in the second half of the year. IRG estimates that gross capex of US$4m in 2016 will increase to US$5.6m in 2017 as activity is expanded, increasing gross production by more than 100% to in excess of 2mbopd and net operating cash flows to US$2.4m pa. On this basis and assuming a US$70/bbl oil price (from 2020), management calculate an NPV10 to IRG of US$3.0m. In an upside case, requiring a further gross investment of US$13m in 2018, management forecast that gross production could peak at 3.3mbopd, increasing net operating cash flows to US$5.1m pa. Using the same oil price deck, the NPV10 to IRG in this scenario is US$9.1m. Exhibit 1: East Ghazalat economics Net to IRG Unit Base case Management Production mmbbl Capex US$m Peak funding requirement US$m Cum. operating cash flows US$m Payback Year NPV10 US$m IRR % Source: Independent Resources Tunisia IRG has an % working interest in the Ksar Hadada licence, located onshore in south-eastern Tunisia. During 2015, an RSDD-H satellite survey has been acquired with the results used to remotely detect potential petroleum accumulations. The technology achieves this by comparing variations in surface landscapes with analogous proven discoveries. According to the company the results of the survey has derisked the Gazelle prospect and a number of other leads. Work is now ongoing to integrate the data acquired with existing 2D seismic. A farmin process is being targeted in November 2015 ahead of potential drilling in early Brandon Hill view The East Ghazalat transaction appears an attractive deal for IRG, securing a revenue generating asset and moving towards an appropriate portfolio given the oil price environment and the impact this will have on exploration activity within the industry. With that in mind, renegotiating the JOA is a sensible step in securing the value of the asset and ensuring that the cost structure is appropriate. Ultimately the success of the transaction will be determined by the future of oil prices, which the company cannot influence, and the outcome of the technical evaluation of the asset and future investment programme. With significant operational and commercial experience in Egypt, we believe the IRG management team is well placed to assess this potential and exploit the opportunity to grow the resource base significantly. Brandon Hill Capital 4

5 Research Disclosures William Arnstein Will is a CFA charterholder and has more than 10 years experience as a sell-side equity research analyst having previously worked at Dresdner Kleinwort, Jefferies International and finncap. In his last role, he co-founded the Oil & Gas franchise at finncap and later became Head of Oil & Gas, where he also coordinated corporate finance and corporate broking in addition to his responsibilities as a Research Director. During his career, Will has worked closely with many international E&P companies, both listed and private, evaluating assets across the globe and has developed particular expertise in petroleum economics and asset valuation. In 2010, Will was awarded No.1 stock picker for the European energy sector in the FT/Starmine Awards. Tel: +44 (0) Investment Analyst Certification All research is issued under the regulatory oversight of Brandon Hill Capital Limited. Each Investment Analyst of Brandon Hill Capital Limited whose name appears as the Author of this Investment Research hereby certifies that the recommendations and opinions expressed in the Investment Research accurately reflect the Investment Analyst s personal, independent and objective views about any and all of the Designated Investments or Relevant Issuers discussed herein that are within such Investment Analyst s coverage universe. Brandon Hill Capital Limited provides professional independent research services and all Analysts are free to determine which assignments they accept, and they are free to decline to publish any research notes if their views change. Research Recommendations Brandon Hill Capital uses a five-tier recommendation system for stocks under coverage: Buy Trading Buy Recommendation implies that expected total return of at least 15% is expected over 12 months between current and analysts target price. Recommendation implies that the analysts expected total return over the short term compared against the target price is positive. Hold Recommendation implies that expected total return of between 15% and zero is expected over 12 months between current and analysts target price. Trading Sell Sell Recommendation implies that the analysts expected total return over the short term compared against the target price is negative. Recommendation implies that expected total return expected over 12 months between current and analysts target price is negative. Brandon Hill Capital 5

6 Research Disclaimers Research disclosure as of 26 October 2015 Company Name Disclosure Independent Resources (IRG LN) 1,2,5,7,8,9 Investment Research Disclosure Legend: 1. In the past 12 months, Brandon Hill Capital Limited or its affiliates have had corporate finance mandates or managed or co-managed a public offering of the Relevant Issuer s securities or received compensation for Corporate Finance services from the Relevant Issuer. 2. Brandon Hill Capital Limited expects to receive or intends to seek compensation for Corporate Finance services from this company in the next six months. 3. The Investment Analyst or a member of the Investment Analyst s household has a long position in the shares or derivatives of the Relevant Issuer. 4. The Investment Analyst or a member of the Investment Analyst s household has a short position in the shares or derivatives of the Relevant Issuer. 5. As of the month end immediately preceding the date of publication of this report, or the prior month end if publication is within 10 days following a month end, Brandon Hill Capital Limited and / or its affiliates beneficially owned 1% or more of any class of common equity securities of the Relevant Issuer. 6. A senior executive or director of Brandon Hill Capital Limited or a member of his or her household is an officer, director or advisor, board member of the Relevant Issuer and / or one of his subsidiaries. 7. Brandon Hill Capital Limited acts as corporate broker for the Relevant Issuer. 8. The Investment Analyst who is responsible for the preparation of this Investment Research is employed by Brandon Hill Capital Limited, a securities broker-dealer. 9. The Investment Analyst who is responsible for the preparation of this Investment Research has received (or will receive) compensation linked to the general profits of Brandon Hill Capital Limited. Brandon Hill Capital 6

7 Disclaimer: Important Information This document is not independent and should not be relied on as an impartial or objective assessment of its subject matter. Given the foregoing, this document is deemed to be a marketing communication and as such has not been prepared in accordance with legal requirements designed to promote the independence of investment research and Brandon Hill Capital Limited is not subject to any prohibition on dealing ahead of dissemination of this document as it would be if it were independent investment research. This document has been issued by Brandon Hill Capital Limited for information purposes only and should not be construed in any circumstances as an offer to sell or solicitation of any offer to buy any security or other financial instrument, nor shall it, or the fact of its distribution, form the basis of, or be relied upon in connection with, any contract relating to such action. This document has no regard for the specific investment objectives, financial situation or needs of any specific entity. Brandon Hill Capital Limited and/or connected persons may, from time to time, have positions in, make a market in and/or effect transactions in any investment or related investment mentioned herein and may provide financial services to the issuers of such investments. The information contained herein is based on materials and sources that we believe to be reliable, however, Brandon Hill Capital Limited makes no representation or warranty, either express or implied, in relation to the accuracy, completeness or reliability of the information contained herein. Opinions expressed are our current opinions as of the date appearing on this material only. Any opinions expressed are subject to change without notice and Brandon Hill Capital Limited is under no obligation to update the information contained herein. None of Brandon Hill Capital Limited, its affiliates or employees shall have any liability whatsoever for any indirect or consequential loss or damage arising from any use of this document. This report has been approved in the UK by Brandon Hill Capital Limited solely for the purposes of section 21 of the Financial Services and Markets Act In the UK, this report is directed at and is for distribution only to persons who (i) fall within Article 19(1) (persons who have professional experience in matters relating to investments) or Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or (ii) are professional clients or eligible counterparties of Brandon Hill Capital Limited (all such persons together being referred to as relevant persons ). This report must not be acted on or relied up on by persons in the UK who are not relevant persons. Neither this report nor any copy of part thereof may be distributed in any other jurisdictions where its distribution may be restricted by law and persons into whose possession this report comes should inform themselves about, and observe any such restrictions. Distribution of this report in any such other jurisdictions may constitute a violation of UK or US securities law, or the law of any such other jurisdictions. Investments in general involve some degree of risk, including the risk of capital loss. The services, securities and investments discussed in this document may not be available to nor suitable for all investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources and, if in any doubt, should seek advice from an investment advisor. Past performance is not necessarily a guide to future performance and an investor may not get back the amount originally invested. Where investment is made in currencies other than the investor s base currency, movements in exchange rates will have an effect on the value, either favourable or unfavourable. Levels and bases for taxation may change. When we comment on AIM or ISDX shares you should be aware that because the rules for those markets are less demanding than the Official List of London Stock Exchange plc, the risks are higher. Furthermore, the marketability of these shares is often restricted. Brandon Hill Capital Limited and/or its associated companies may from time-to-time provide investment advice or other services to, or solicit such business from, any of the companies referred to in this document. Accordingly, information may be available to Brandon Hill Capital Limited that is not reflected in this material and Brandon Hill Capital Limited may have acted upon or used the information prior to or immediately following its publication. In addition, Brandon Hill Capital Limited, the directors and employees thereof and/or any connected persons may have an interest in the securities, warrants, futures, options, derivatives or other financial instrument of any of the companies referred to in this document and may from time-to-time add or dispose of such interests. Neither the whole nor any part of this material may be duplicated in any form or by any means. Neither should any of this material be redistributed or disclosed to anyone without the prior consent of Brandon Hill Capital Limited. Brandon Hill Capital Limited is authorised and regulated by the Financial Conduct Authority and is a member of the London Stock Exchange. Brandon Hill Capital Limited may distribute research in reliance on rule 15a-6(a)(2) of the Securities and Exchange Act 1934 to persons that are major US Institutional investors, however, transactions in any securities must be effected through a US registered broker-dealer. Any failure to comply with this restriction may constitute a violation of the relevant country s laws for which Brandon Hill Capital Limited does not accept any responsibility. By accepting this document you agree that you have read the above disclaimer and to be bound by the foregoing limitations/restrictions. Please note that unless otherwise stated, the share price used in this publication is taken at the close of business for the previous day. Brandon Hill Capital 7

8 Brandon Hill Contact List International Sales Oliver Stansfield Tel: Corporate Finance & Broking Jonathan Evans Tel: Alex Walker Tel: Wei Jiao Tel: Research William Arnstein Tel: Robert Beenstock Tel: Peter Rose Tel: Brandon Hill Capital

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