Business Combination of Petroamerica Oil Corp. and PetroNova Inc. - PowerPoint PPT Presentation

Business Combination of Petroamerica Oil Corp. and PetroNova Inc. June 15, 2015 0

Complementary Asset Base PetroNova’s portfolio is highly complementary to Petroamerica’s existing asset base, bringing reserves, near-term reserve growth LLA-10 potential, operatorship (of two blocks) and significant exploration LOS OCARROS EL PORTON upside, including one of the largest LLA-19 undrilled foothills structures El EDEN CPO 7 covered by 3D seismic in Colombia. BALAY 20% W.I. It further consolidates CPO 13 TINIGUA Petroamerica’s land position in the 20% W.I. 40% W.I. prolific N-sand play in the Putumayo Operator Basin with a 100% operated W.I. position in the PUT-2 block, and provides exposure to a world class medium to heavy oil play in the Eastern Llanos Basin, “This acquisition is in line with the PUT 2 - 75% W.I. Operator ALEA 1947 with two blocks ALEA 1848 implementation of Petroamerica’s PUT 31 PUT 7 abutting the significant strategy, which complements SURORIENTE exploration and development oil fields of Rubiales, growth with focused M&A activity” Quifa and Caracara. PetroNova acquisition 1

Acquisition Summary • Acquisition to be completed by way of Plan of Arrangement (the “ Arrangement ”) • 0.85 Petroamerica Shares offered for each PetroNova Share • Based on Petroamerica’s closing price of CDN$0.115 per share on June 12, 2015, the Exchange Ratio reflects a value of CDN$0.098 per PetroNova Share representing a 15% premium over PetroNova’s closing price on June 12, 2015 of CDN$0.085 and a 45% premium over PetroNova's 10-day VWAP • All unexercised PetroNova Options will be cancelled or terminated, and all PetroNova Warrants will maintain their economic equivalency after giving effect to the Arrangement • Petroamerica anticipates issuing 216 MM shares to PetroNova, increasing Petroamerica’s basic share count to 1.089 BN. Petroamerica’s intention is to implement the 10 for 1 share consolidation post closing • Assume $1.6 MM of PetroNova’s net debt exclusive of transaction costs • All directors and officers of PetroNova and some major shareholders of PetroNova, representing an aggregate of 19.2% of the issued and outstanding PetroNova Shares, have entered into voting support agreements with Petroamerica • Reciprocal break fee of $1.8 MM • Petroamerica has a right of first refusal on superior bid • Closing Date expected to occur on or about July 29, 2015 2

Key Attributes of PetroNova The acquisition results in significant strategic, financial and operational benefits, as well as medium to long-term growth potential for all shareholders. • PetroNova operates and holds a 75% and 40% W.I. in the PUT-2 and Tinigua blocks in the Caguán- Putumayo basin of Colombia and holds a 20% non-operated W.I. in both the CPO-7 and CPO-13 blocks in the Eastern Llanos basin in Colombia. • 2P reserves W.I. (before royalty) of 6.3 MMbbls 1 (after royalty 3.5 MMbbls) with before-tax NPV (discounted at 10%) of $67.2 million. • All four of PetroNova’s blocks have environmental licences in place. • PetroNova has exposure to 1.3 million gross acres in Colombia with an extensive portfolio of drill-ready prospects. • PetroNova farmed out a 50% working interest in the Tinigua block to a wholly owned subsidiary of Pacific Rubiales for $12.5 million in back costs and Pacific Rubiales will carry the cost of drilling, completing, and testing of up to two wells for up to $19 million. Pacific Rubiales will also fund the cost of two additional wells for $14 million, to be paid back from PetroNova future production from these wells. • PetroNova holds a 75% operated W.I. in the PUT-2 block (Petroamerica holding the other 25% working interest) which holds multiple N-sand prospects and leads. • The CPO-13 block is adjacent to the prolific Rubiales and Quifa heavy oil fields and the heavy oil trend has been confirmed to extend onto PetroNova’s block. • PetroNova’s production during the month of May 2015 averaged 304 bbls/d of oil to PetroNova’s W.I. from two discoveries in the Llanos basin. • PetroNova assets have minimal near-term commitments and are unencumbered. 3 Please refer to Footnotes and Abbreviations at the end of this presentation.

Strategic Benefits for PetroNova Shareholders PetroNova Shareholders are well-positioned in a stronger, more liquid company which has the ability to capitalize on the combined asset base. • PetroNova’s blocks come with minimal near-term commitments. Given that Petroamerica is currently debt free, the combined company should find itself better positioned to leverage the additional reserves in a debt market that continues to improve. • PetroNova shareholders will now be a part of a company that has increased liquidity and the capital structure which positions it for future growth • With no debt outstanding and a robust reserve base, Petroamerica will look to accelerate future development and unlock value through cash-on-hand, future cash flow, and the debt capital markets for appraisal and development funding. • Petroamerica has independent analyst coverage from seven different investment banks. 4 Please refer to Footnotes and Abbreviations at the end of this presentation.

Petroamerica - Colombia Focus • 12 blocks with over 1 million gross acres equally split LLA-10 between the Llanos and Putumayo basins o Several new discoveries and LOS EL PORTON exceptional OCARROS LLA-19 exploration upside El EDEN - Llanos low-side fault BALAY closure play - Dominant land position in the Putumayo N Sand LLANOS oil play • 2P reserves base equally divided between Llanos & Putumayo basins PUT 2 • Diversified production base ALEA ALEA 1947 1848 with production equally PUT 31 PUTUMAYO PUT 7 SURORIENTE split between Llanos and Putumayo basins 5 5

Petroamerica – Langur – A promising New Discovery Low-side Fault LLA-19 (50% WI) 8 Closure Play • Langur-1X discovery – December 2014 A’ A o 14.5 feet of net pay o Stabilized flow rate of 760 bopd of 24 ° API oil with a steadily declining water cut (26% at the end of the test ) Gacheta C • Establishes new Gacheta low side closure play type over Edge water land position drive • Opens up follow-on drilling opportunities o Langur-2 appraisal well (Q1 2015) o Tierra Blanca prospect de-risked by Tierra Blanca-1 (1986) Exploration Lead o Additional prospects identified along trend on 3D seismic Field Oil Well Well Langur-1 Test Results Fault 100% 1000 1000 100% Oil LLA-19 % water Cut bopd 500 50% A LLA-19 Decreasing Water Cut 26% Water Cut 0% 0 0 0 % Langur-1 17-Dec 19-Dec 21-Dec 23-Dec 25-Dec 27-Dec 29-Dec 31-Dec Langur-1 Tierra Blanca- A’ 1 Tierra Blanca Structure (1986) 6 Please refer to Footnotes and Abbreviations at the end of this presentation.

Petroamerica – Putumayo Upside - Dominating the N Sand Play • N Sand play is a repeatable, seismically driven amplitude play • Initially proved in Ecuador (1990s), not pursued in Colombia due to security PUT-2 situation ALEA 1947 • Play extension into Colombia proved by Cohembi (2008) and repeatability proved by Quinde discoveries Trampa Mixta • Quinde East discovery proved pure PUT-31 stratigraphic trapping concept ALEA 1848 • Petroamerica has captured a leading land SURORIENTE PUT 7 position in the play, with over 485,000 Santa Maria gross prospective acres. Cohembi North • Pmean working interest prospective N Sand resources of 54 MMbbls 9 unrisked, 27 Diamante Exploration Lead MMbbls 10 risked, on Petroamerica’s Exploration Prospect acreage Field 3D Seismic Existing • 4 drill-ready prospects, deferred pending Fault 20 km oil price recovery Future Well 7 Please refer to Footnotes and Abbreviations at the end of this presentation.

Petroamerica – Llanos Fields-Development Activity Las Maracas (50% WI) Gacheta LM-8 Fully Developed W LM-1 LM-3 • Stacked reservoirs Une, Gacheta & Mirador LM-2ST1 LM-9 LM-4 • Light 29-37° API oil LM-11 LM-10 LM-5 LM-16 LM-13 LM-12 • Managing field decline by workovers and W LM-2 LM-15 water disposal optimization LM-6 LM-7 • Cost control – purchase La Casona gas to 3 KM LM-14 lower power generation costs for water Producing Well injection Water Injector Surface pad La Casona (40% WI) Fault • Light oil/condensate, Mirador, Gacheta & Exploration Lead Une reservoirs. Oil rim potential identified Exploration Prospect • 2 wells & 4.5 MMcfd gas compression Field LOS OCARROS 3D Seismic Existing facility LLA-19 Fault Las Maracas EL PORTON LLA-19 La Casona Rumi EL EDEN 10 KM 8 Please refer to Footnotes and Abbreviations at the end of this presentation.