Matra Petroleum Plc. ("Matra" or "the Company") Publication of Circular

Transcription

1 Matra Petroleum Plc ("Matra" or "the Company") Publication of Circular Matra Petroleum Plc (AIM: Matra), the oil & gas focused Investing Company, today announces that the Circular relating to the proposed cancellation of the admission of the Company s ordinary shares to trading on AIM in accordance with Rule 41 of the AIM Rules for Companies ( AIM Rules ) ( Cancellation ) has been published. A full copy of the circular may be downloaded from the Company's website at The expected timetable of events and Chairman s statement is copied below Circular Highlights: Rationale In order to complete the value accretive transaction and grow the asset base in the US, the Board proposes to delist the Company from AIM The Board believes it is important the Company take full control of the 27 oil and gas leases with net 2P reserves estimated by the Competent Person to be 15 mmbbls of oil equivalent, to maximise value for shareholders Share Trading The Company has set up an off market trading facility, to be available from Delisting, administered by JP Jenkins ( JPJ ) who will, where possible, match trades in the Ordinary Shares between willing buyers and willing sellers, acting as a central point for negotiation between UK stockbrokers The Board currently intends to seek to have the Company listed again on a public market, potentially in the United States, depending on the speed of execution of the Company s strategy and market conditions Corporate Governance If Matra is delisted, the Company is committed to maintaining a high standard of corporate governance including updates on developments and operational progress

2 Enquiries: Matra Petroleum plc c/o Bell Pottinger Henry Lerwill Canaccord Genuity Limited Henry Fitzgerald-O'Connor Neil Elliot EXPECTED TIMETABLE OF EVENTS Notice provided to the London Stock Exchange to notify it of the Delisting... Publication date of the Circular... Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting March 7 April a.m. on 21 April Time and date of the Extraordinary General Meeting a.m. on 23 April Expected time and date of Delisting a.m. on 1 May Notes: (1) Each of the times and dates in the above timetable is subject to change. If any of the above times or dates should change, the revised times and/or dates will, where the Directors consider it appropriate, be notified to Shareholders by announcement through a regulatory information service recognised by the London Stock Exchange. (2) The Delisting requires the approval of not less than 75 per cent. of the votes cast by Shareholders at an Extraordinary General Meeting. Dear Shareholder, LETTER FROM THE CHAIRMAN Proposed cancellation of Ordinary Shares from trading on AIM 1 Introduction On 1 April 2014 the Company announced it was proposing to seek Shareholder consent to the Delisting (the Delisting Announcement ). An Extraordinary General Meeting has been convened for a.m. on 23 April 2014, at which Shareholders will be asked to consider and, if thought fit, to approve the Resolution in order to implement the Delisting. Details of the Extraordinary General Meeting are set out in the Notice of Extraordinary General Meeting at the end of the Circular.

3 This letter sets out the background to and reasons for the Delisting, additional information on the implications of the Delisting for the Company and its Shareholders, and why the Board believes the Delisting to be in the best interests of Shareholders as a whole. Having disclosed their interests in the Company and their intentions with regard to their individual holdings, the Directors also unanimously recommend that the Shareholders vote in favour of the Delisting. 2 The Delisting Principal Reasons for the Delisting On 31 October 2013, the Company announced that it had entered into a transaction to make a series of investments into the US onshore oil and gas sector. Pursuant to, amongst other things, an omnibus agreement dated 31 October 2013 (the Omnibus Agreement ), these investments have initially been made through a series of transactions involving the Company s wholly owned subsidiary, Matra Petroleum U.S.A, Inc ( Matra USA ), and the joint venture company PG-M International, LLC ( PG-M JV ) which is held as to 50 per cent. by Matra USA (the Transaction ). The first of the series of investments was Matra USA s acquisition of a 50 per cent. interest in PG-M JV from PSOFEI, LLC ( PSOFEI ) for US$1,500,000 cash. PSOFEI is a holding company owned by Amiba Resources L.L.C., Galaga Resources LLC and Jenkins Oil & Gas LLC. PG-M JV was a newly incorporated company created to hold various oil and gas licences and initially held four leases. On 22 January 2014 the Company announced the transfer of additional oil and gas leases into PG-M JV by affiliates of PSOFEI. The consideration for this transfer was the payment of cash of US$2,258,880 from Matra USA to PSOFEI and the provision of additional secured lending by Matra USA to PSOFEI of up to US$5,350,000, with an initial advance of US$3,758,880 being made, such lending being secured by PSOFEI s 50 per cent. interest in PG-M JV. During March 2014, PG-M JV purchased a further two cured licences for an amount of US$354,000. The Company has to this date funded PG-M JV s work programme through secured lending to the joint venture company. Pursuant to a joint operating agreement, Petrolia Group, LLC has to date been appointed as operator to service the properties owned by PG-M JV, and Matra USA and PSOFEI jointly agreed a work programme. Pursuant to the Omnibus Agreement, Matra USA was granted the Option to make the Acquisition by the Option Deadline. The consideration for the Acquisition is the cancellation of the outstanding debt due to Matra USA from PSOFEI which currently stands at US$3,880,000. As at 1 April 2014, the Company had a consolidated cash balance of approximately US$11,210,000. Completion of the Acquisition would result in the Company reverting from an Investing Company (as defined in the AIM Rules) back to a trading company thereby triggering a reverse takeover under the AIM Rules ( RTO ) for which the approval of the Company s shareholders and re-admission of the enlarged company to trading on AIM ( Re-Admission ) is required. Accordingly, the Company s shares were suspended from trading on 31 October 2013 (for a maximum of six months following which, the Company would be subject to an automatic delisting) in order to effect the RTO after which Re-Admission would take place. Since the suspension of the Company s shares in October 2013 and in preparation for the RTO, the Company has committed significant resources to a successful outcome. In this time the Company commissioned the Competent Person s Report, undertook extensive financial and legal due diligence and prepared a draft admission document. Following discussions between Canaccord and AIM Regulation over recent weeks, it was determined that Rule 7 of the AIM Rules, which requires the Company s Substantial Shareholders (as defined in the AIM Rules) to agree not to dispose of or transfer any interest in their securities for a period of one year from Re-Admission ( Lock-In Agreement ), would apply to Matra s RTO. On 28 March 2014, following a request from the Company to the Substantial Shareholders to enter into Lock-In Agreements, the Company received notification from its two major shareholders, Winpro Ventures Corporation

4 (which is 50 per cent. beneficially owned by each of Mr Barskiy and Alltech Capital Limited) and Tricon Energy Finance Limited, that they were unwilling to enter into Lock-In Agreements. As a consequence, the Company is unable to meet the requirements of Rule 7 of the AIM Rules which would apply on Re-Admission and is therefore unable to complete the RTO. This rule would apply to any disposal in a public or private market, save in the event of an intervening court order, death of a shareholder or upon the acceptance of a takeover offer which is open to all shareholders. If the Company cannot complete the RTO, it will be unable to complete the Acquisition as an AIM listed company. Further to the Delisting Announcement, the Company announced that it had entered into an amendment letter dated 30 March 2014, the principal terms of which included an extension of the Option Deadline to 2 May This extension will, subject to shareholder approval, allow the Company to effect the Delisting following which it will proceed to complete the Acquisition as an unlisted company. On completion of the Acquisition, the Company would have acquired an aggregate of 27 leases (the Existing Leases ) for aggregate consideration of US$10,700,000. Four of the Existing Leases are subject to title defects as of 7 April 2014 and the Company continues to work towards curing these title defects. A copy of the Competent Person s Report (prepared in contemplation of the exercise of the Option by Matra USA in the context of the RTO) dated 5 March 2014 in respect of these Existing Leases, which sets out the extent of the Proved and Probable Reserves and the value of the Proved and Proved-plus-Probable Reserves is included as Part II of the Circular. Your Board believes that the Acquisition is an exciting and transformational opportunity for the Company. Not only would the proposals allow the Company to take full control of 27 oil and gas leases with 2P net reserves estimated by the Competent Person to be 15 mmbbls of oil equivalent, but it also represents the establishment of a core asset base from which the Board believes that the Company can potentially build a leading medium-sized independent oil and gas company focused on the conventional US onshore market. The Company believes that the US conventional onshore oil and gas market represents a compelling investment opportunity as it offers access to low risk production at attractive valuations in a stable fiscal and legal regime. The Directors consider that the Company s management team is experienced in extracting economic value from mature and depleted fields primarily through using modern low cost drilling and redevelopment techniques. Additional Reasons for the Delisting Having carefully considered the specific near term growth strategy of the Company, and the regulatory requirements that would govern the execution of that strategy, the Board has concluded that the best option is for the Company to seek to cancel its admission to AIM and to continue its strategy to create a medium-sized exploration and production business outside the public market, at least in the short term. The Company has been seeking to grow its portfolio of oil and gas assets and, through the Acquisition, will have acquired recoverable reserves with significant development and exploration potential. The Company has plans to enhance the value of such reserves through intensive drilling and investment programmes, by the consolidation of its other assets and by the near term completion of further material acquisitions. The Board is of the view that the necessary speed of execution of this particular strategy, which it believes to be in the overwhelming interests of all shareholders, may be constrained by the regulatory requirements of the public markets. Following a Delisting and the Company executing its growth strategy, the Board currently intends to seek to have the Company listed again on a public market, potentially in the United States. However, the timing of such a re-listing will depend on the speed of execution of the Company s strategy and market conditions at the time and there can be no assurance that this will take place within a specified time-frame or that it will happen at all. Suspension The Company has investigated any means under which trading in the Ordinary Shares could recommence prior to the Delisting become effective. Following discussions between Canaccord and AIM Regulation over recent weeks, it has been confirmed that, whilst the Company does not intend to proceed with the RTO if the Delisting is not approved, a transaction that would constitute an RTO is still technically in contemplation and, until such

5 time as an admission document is published or it is confirmed that the Company is no longer going to proceed with the Acquisition, under AIM Rule 14 the Ordinary Shares must remain suspended from trading on AIM. This means that, in the event that Shareholders vote in favour of the Delisting and the Company continues to work towards executing the Acquisition, it is likely that the Company s Ordinary Shares will remain suspended from trading on AIM up to Delisting. Effect of Delisting The principal effects of the Delisting would be that: (a) (b) (c) Shareholders will not, during the period that the Company remains delisted, be able to buy and sell shares in the Company through a public stock market. During such period, trading in the Company s shares will only be possible through matched bargain trading facilities that the Company will establish from Delisting (see below for further details of such matched bargain trading facilities). the Company would not be bound to announce to the market material events, administrative changes or material transactions, nor to announce interim or final results; and the Company would no longer be subject to the AIM Rules; Shareholders would no longer be required to vote on certain matters as provided in the AIM Rules; and the Company would no longer be subject to the provisions of the Disclosure and Transparency Rules relating to the disclosure of changes in significant shareholdings in the Company. If Delisting becomes effective, the Company will cease to retain a nominated adviser. Corporate governance following the Delisting Although the way in which the Company would communicate with Shareholders would be altered by the Delisting, the Board nevertheless intends, if Matra becomes an unlisted company, to maintain a broadly comparable standard of corporate governance and compliance as has previously existed, including by retaining the same number of independent directors. Following Delisting, the Directors: (a) (b) (c) will hold an Annual General Meeting and, when required, other general meetings, in accordance with the applicable statutory requirements and the Articles; will make available to all Shareholders an audited annual report and unaudited half-yearly financial reports, each prepared in accordance with IFRS standards; and intend to maintain an Investors section on the Company s website at providing information on any significant events, developments or operational updates in which Shareholders may be interested. The Code and the Companies Act currently apply to the Company and will continue to apply to the Company notwithstanding the Delisting. The Code is issued and administered by the Takeover Panel. The Code and the Takeover Panel operate to ensure that shareholders are treated fairly in the event of a takeover are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by any offeror. The Code also provides an orderly framework within which takeovers are conducted. The Board believes that its continued approach to all Shareholders will serve to underpin good governance at the Company in the future. Trading of Ordinary Shares The Company has set up an off market trading facility, to be available from Delisting, administered by JP Jenkins ( JPJ ) who will, where possible, match trades in the Ordinary Shares between willing buyers and willing sellers, acting as a central point for negotiation between UK stockbrokers. JPJ states that it is the oldest and largest exchange platform for unlisted companies.

6 However, Shareholders should be aware that the matched trade service will not offer the same liquidity as AIM as such service is not an investment exchange, nor a public market, nor is it recognised or designated by the Financial Conduct Authority or any other regulatory authority anywhere in the world. Transactions effected by JPJ will be conducted off-exchange. Further details will be available after the Delisting on the Company s website If Shareholders do not approve the Resolution If the Resolution is not approved by the Shareholders at the Extraordinary General Meeting, the Company will remain listed as an Investing Company and therefore subject to the AIM Rules. In addition, as the Option will lapse on 2 May 2014, the Company will be unable to complete the Acquisition without securing a further extension to the Option Deadline and completing an RTO or otherwise restructuring the proposed Acquisition. The Company will only be able to continue to own 50 per cent. of PG-M JV and PG-M JV will continue to own the Existing Leases. Shareholders should be aware that the Company s Nominated Adviser, Canaccord, has served notice under the terms of its engagement letter. As a result, in the event that Shareholders do not approve the Resolution the Company will have until 2 July 2014 to appoint a new Nominated Adviser or its shares will be suspended from trading until such time as a new Nominated Adviser is appointed. Operational/Trading Update PG-M JV As at the Last Practicable Date, PG-M JV had worked over 55 wells across the Existing Leases, all of which are producing. As at the Last Practicable Date, PG-M JV had no material revenue. The Company Following the Disposal in June 2013 the Company become an Investing Company with a cash balance of US$25,000,000 and had a contingent receivable of US$10,000,000 (the Deferred Consideration ) due from Taldom Trading Limited in respect of the Disposal. On 1 April 2014 the Company became entitled to a deferred consideration of US$10 million in relation to the disposal of Arkhangelovskoye Licence. The consideration was conditional upon not providing a report about negative drilling results to the Company by the buyer by 1 April On 1 April 2014 such report hasn t been provided to the Company and then the consideration became payable. As at the Last Practicable Date the Company had spent US$3,880,000 on investments into PG-M JV for the acquisition of the Existing Leases and loaned PG-M JV US$3,438,000 to fund the work programme. US$3,880,000 million has been lent to PSOFEI which as part of the consideration for the Acquisition will be cancelled. As at 1 April 2014, the Company had a consolidated cash balance of approximately US$11,210,000. The figure of US$11,210,000 does not include amounts receivable under the Deferred Consideration. Save for the revenue generated from within PG-M JV, the Company has not recorded any revenue since the Disposal. If the Delisting and Acquisition occur, the business of the Company following completion of the Acquisition will be focused on delivery of a work programme designed to increase production across the Existing Leases. The Company will also continue to assess further acquisition opportunities which are likely to also require the raising of further finance. The Company will continue to expand its operational team as necessary to support that anticipated future growth of the business.

7 Extract from the Competent Person s Report Whilst the following information has been extracted from the Executive Summary of the Competent Person s Report (which was prepared on the basis of Matra completing the Acquisition and can be found in Part II of the Circular), Shareholders should read the Competent Person s Report in its entirety. Leases The Existing Leases are currently held by the PG-M JV, in which Matra currently has a 50 per cent. interest. The table below, extracted from the CPR, has contemplated the Company being delisted and the Acquisition successfully completing. Working Interest (%) Lease Holder Existing Wells November 2013 Oil-bbl/Gas-Mcf Lease Area (acres) Lease County Burnett Matra Carson 17 4/0 679 Burnett RD Matra Carson 4 6/ Burnett S.B. RD Matra Carson 1 0/ Burnett S.B Matra Carson 3 2/ Burk Matra Carson 1 1/0 160 Chain C Matra Hutchinson 7 1/ Christian Matra Hutchinson 4 1/0 309 Couts Matra Carson 3 1/0 20 Estate Matra Carson 5 2/0 320 Helms Matra Carson 5 18/ Hodges, J.T Matra Hutchinson 1 0/ Jaten E & F Matra Hutchinson 3 4/0 600 Karcat Matra Carson 7 1/0 160 Luginbyhl Matra Hutchinson 29 10/0 140 Lyall Matra Hutchinson /2, PEI Hedgecoke Matra Hutchinson 12 20/ PEI Spool Matra Hutchinson Powell C Matra Moore 5 12/ Sanford Matra Carson 21 44/1, Sanford Matra Carson 1 0/ Sharon Matra Carson 4 4/0 80 Skelly-Merchant Matra Hutchinson 11 12/ Skidmore Matra Gray 10 0/0 100 Notes: (1) All leases are held by production, set to expire following the cessation of production. (2) The above table does not include the four leases of the Existing Leases which are subject to title defects as of 7 April The Company continues to work towards curing these title defects. Reserves Reserves presented below and in the CPR are those quantities estimated using the DeGolyer and McNaughton Base Price Case (as defined in the CPR contained in Part II of the Circular). Estimates of proved and probable oil and gas reserves, as of January 1, 2014, attributable to net interests to be owned by Matra following Delisting and successful completion of the Acquisition are set out below: Gross Reserves Net Reserves Oil and Condensate Wet Gas TOTAL Oil and Condensate Wet Gas TOTAL (Mbbl) (MMcf) (MBOE) (Mbbl) (MMcf) (MBOE) Proved Developed Producing ,

8 Developed Nonproducing ,901 3, ,656 2,556 Undeveloped... 1,782 49,701 10,066 1,227 34,874 7,040 Total Proved (1P)... 2,744 66,838 13,884 1,878 47,031 9,717 Probable... 1,800 37,938 8,122 1,194 25,051 5,369 Proved plus Probable (2P)... 4, ,775 22,006 3,072 72,082 15,086 Note: The above table does not include the four leases of the Existing Leases which are subject to title defects as of 7 April The Company continues to work towards curing these title defects. Estimates of future net revenue and present value to be derived from the proved and proved-plus-probable reserves, as of January 1, 2014, of the properties evaluated in the CPR and on the basis of Delisting and successful completion of the Acquisition are set out below. Present values are reported in detail using a discount rate of 10 per cent. and values using discount rates of 8, 15, and 20 per cent. are reported as totals. Details of the pricing and cost assumptions are contained under the Valuation of Reserves heading of the CPR. Values are expressed in thousands of U.S. dollars: Valuation of Reserves Summary Base Price Case Future Net Revenue and Present Value Proved (10 3 U.S.$) Proved Plus Probable (10 3 U.S.$) Future Net Revenue , ,550 Present Value at 8 Percent , ,013 Present Value at 10 Percent , ,094 Present Value at 15 Percent , ,350 Present Value at 20 Percent , ,655 Notes: (1) Values for probable reserves have not been risk adjusted to make them comparable to values for proved reserves. (2) The above table does not include the four leases of the Existing Leases which are subject to title defects as of 7 April The Company continues to work towards curing these title defects. Accounts The accounts of the Company for the year ending 31 December 2013 are incorporated by reference into the Circular. These accounts are available on the Company s website from the date of the Circular. CREST The Ordinary Shares will remain eligible for settlement in CREST. Accordingly, Shareholders will continue to be able to hold their Ordinary Shares in CREST after Delisting. Taxation The Delisting may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser. Summary The Board has accordingly concluded that it is in the best interests of Shareholders as a whole that the Delisting be approved. Under the AIM Rules, the Delisting may be effected by the Company after securing a resolution of Shareholders in an Extraordinary General Meeting whereby at least 75 per cent. of votes cast are in favour of such a resolution, and the expiration of a period of twenty clear Business Days from the date on which notice of the Delisting is given. In addition, a period of at least five clear Business Days following the Shareholder approval of the Delisting is required before the Delisting may be put into effect.

9 The Resolution seeks Shareholder approval for the Delisting. Assuming that Shareholders approve the Resolution, it is proposed that the Delisting would take place at 7.00 a.m. on 1 May Shareholders Meeting Set out at the end of the Circular is a notice convening the Extraordinary General Meeting of the Company which is expected to be held at the offices of BDO Stoy Hayward LLP, 55 Baker Street, London W1U 7EU at a.m. (London time) on 23 April At this Extraordinary General Meeting, the Resolution will be proposed. 4 Action to be taken A Form of Proxy for use at the Extraordinary General Meeting accompanies the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company s registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event so as to be received by no later than a.m. on 21 April The completion and return of a Form of Proxy will not preclude a Shareholder from attending the Extraordinary General Meeting and voting in person should he or she so wish. 5 Recommendation The Board considers that the Resolution is fair and reasonable and in the best interests of Shareholders and the Company as a whole. The Board therefore unanimously recommends that Shareholders vote in favour of the Resolution as the Directors either intend to do in respect of their own shareholdings of 555,555 Ordinary Shares, or, intend to use reasonable endeavours to procure votes are cast in favour in respect of 287,500,000 Ordinary Shares in which the Directors have a beneficial interest, together representing approximately per cent. of the Company s issued share capital. Yours faithfully James William Guest Non-Executive Chairman DEFINITIONS Acquisition... the acquisition of the 50 per cent. of PG-M JV that Matra does not already own from PSOFEI AIM... a market of that name operated by the London Stock Exchange AIM Rules... the AIM rules for companies published by the London Stock Exchange governing admission to, and the operation of, AIM Arkhangelovskoe Licence... licence for the production of hydrocarbons in the Sokolovskoe field in the Orenburg region of Russia Articles... the articles of association of the Company in existence as at the date of this announcement Board or Directors... the board of directors of the Company Business Day... a day (other than a day which is a Saturday, Sunday or public holiday in England and Wales) on which banks are generally open for business in London for the transaction of normal banking business

10 Canaccord... Canaccord Genuity Limited, the Company s nominated adviser and broker, a member of the London Stock Exchange and authorised and regulated by the Financial Conduct Authority Circular The circular to be sent to shareholders relating to the Delisting certificated or in an Ordinary Share for which a share certificate has been issued certificated form... Code or Takeover Code... the City Code on Takeovers and Mergers Companies Act... the Companies Act 2006 of the United Kingdom, as amended Company or Matra... Matra Petroleum plc Competent Person... DeGolyer and McNaughton Competent Person s Report... the report prepared by the Competent Person set out in Part II of the Circular CREST... the computer based system for the transfer of uncertificated securities operated by Euroclear Delisting... the cancellation of admission to trading on AIM of the Ordinary Shares Disposal... the disposal by the Company of its subsidiary which held the Arkhangelovskoe Licence Euroclear... Euroclear UK and Ireland Limited Existing Leases... the 27 leases in which Matra USA will have an interest following completion of the Acquisition, as further set out in the Competent Person s Report Extraordinary General the Extraordinary General Meeting of Matra convened for a.m. Meeting... (London time) on 23 April 2014 and any adjournment thereof Form of Proxy... the form of proxy which accompanies the Circular, for use at the Extraordinary General Meeting Last Practicable Date... Friday 4 April 2014 London Stock Exchange... London Stock Exchange plc Matra USA... has the meaning given to it in Paragraph 2 of Part I of the Circular Notice of Extraordinary the notice of Extraordinary General Meeting set out at Part IV the Circular General Meeting... Option... the option to make the Acquisition Option Deadline... the deadline for the exercise of the Option being originally 26 April 2014, as extended to 2 May 2014 Ordinary Shares... the ordinary shares of 0.01 each in the capital of Matra PG-M JV... has the meaning given to it in Paragraph 2 of Part I of the Circular PSOFEI... has the meaning given to it in Paragraph 2 of Part I of the Circular Resolution... the resolution to be proposed at the Extraordinary General Meeting as set out in the Notice of Extraordinary General Meeting

11 Shareholders... holders of Ordinary Shares from time to time Takeover Panel... the Panel on Takeovers and Mergers US, USA or United the United States of America, each state thereof (including the District of States... Columbia); its territories, possessions and all areas subject to its jurisdiction GLOSSARY OF TECHNICAL TERMS bcf... billion standard cubic feet boepd... barrels of oil equivalent per day Field... an area consisting of either a single reservoir or multiple reservoirs, al groped on or related to the same individual geological structure feature and/or stratigraphic condition Hydrocarbons... compounds formed primarily from the elements hydrogen and carbon and existing in solid, liquid or gaseous forms mmbbls... millions of barrels NGLs... natural gas liquids Possible Reserves... those additional reserves which analysis of geoscience and engineering data suggest 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 Reserves (3P), which is equivalent to the high estimate scenario. In this context, when probabilistic methods are used, there should be at least a 10-percent probability that the actual quantities recovered will equal or exceed the 3P estimate Probable Reserves... 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 2P estimate Proved Reserves... 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

12 Reserves... 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 sub-classified based on project maturity and/or characterized by development and production status Reservoir... deposits of naturally occurring hydrocarbons which, if recoverable, include those volumes of hydrocarbons either yet to be found or if found the development of which depends upon a number of factors being resolved Royalty... funds payable to the lessor from the production of oil or gas, free of costs, except taxes Sales gas... the deliverable quantity of separator gas available for sales after deductions for fuel usage and shrinkage 2P Reserves... Proved Reserves plus Probable Reserves 3P Reserves... Proved Reserves plus Probable Reserves plus Possible Reserves