to be renamed CALIMA ENERGY A New E&P Company May 2017
DISCLAIMER This presentation has been prepared by Azonto Petroleum Limited (Company), based on information available as at the date of this presentation. The information in this presentation is provided in summary form and does not contain all information necessary to make an investment decision. For the purposes of section 734(5) of the Corporations Act, in connection with the proposed acquisition of Calima Energy Ltd (Calima) by the Company, the Company intends to lodge a prospectus with ASIC (Prospectus) containing a public offer, and a priority offer to existing shareholders, at an issue price of $0.015 per share ($0.045 on a post-Consolidation basis) (Offer). Investors who wish to acquire shares under the Offer should consider the information disclosed in the Prospectus and will need to complete an application form that will be in or will accompany the Prospectus. A copy of the Prospectus will be available for download from the Company’s website at www.azpetro.com. During the offer period, any person may obtain a copy of the Prospectus (free of charge) by contacting the Company on +61 8 9380 8333. The purpose of this presentation is to provide general information about the Company and Calima. It is not recommended that any person makes any investment decision in relation to the Company based solely on this presentation. This presentation does not necessarily contain all information which may be material to the making of a decision in relation to the Company. Any investor should make its own independent assessment and determination as to the Company’s prospects prior to making any investment decision, and should no t rely on the information in this presentation for that purpose. This presentation does not involve or imply a recommendation or a statement of opinion in respect of whether to buy, sell or hold securities in the Company. The securities issued by the Company are considered speculative and there is no guarantee that they will make a return on the capital invested, that dividends will be paid on the shares or that there will be an increase in the value of the shares in the future. This presentation contains certain statements which may constitute “forward - looking statements”. Such statements are only predi ctions and are subject to inherent risks and uncertainties which could cause actual values, results, performance or achievements to differ materially from those expressed, implied or projected in any forward-looking statements. No representation or warranty, express or implied, is made by the Company that the matters stated in this presentation will be achieved or prove to be correct. Recipients of this presentation must make their own investigations and inquiries regarding all assumptions, risks, uncertainties and contingencies which may affect the future operations of the Company or the Company's securities. The Company does not purport to give financial or investment advice. No account has been taken of the objectives, financial situation or needs of any recipient of this document. Recipients of this document should carefully consider whether the securities issued by the Company are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. This presentation is presented for informational purposes only. It is not intended to be, and is not, a prospectus, product disclosure statement, offering memorandum or private placement memorandum for the purpose of Chapter 6D of the Corporations Act 2001. Except for statutory liability which cannot be excluded, the Company, its officers, employees and advisers expressly disclaim any responsibility for the accuracy or completeness of the material contained in this presentation and exclude all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission there from. The Company accepts no responsibility to update any person regarding any inaccuracy, omission or change in information in this presentation or any other information made available to a person nor any obligation to furnish the person with any further information. 1
OVERVIEW A New E&P Company Azonto Petroleum Limited (Azonto) is seeking shareholder approval to change its name to Calima • Energy Limited (Calima) as part of a transformative transaction in which it will acquire some oil and gas assets and appoint an extremely experienced management team. A Management Team With a Track Record The new Calima management team have worked together for more than 16 years. They were the • founders and core management team of two successful E&P companies: Fusion Oil & Gas plc – was listed on AIM and made several discoveries offshore Mauritania in Northwest Africa; and Ophir Energy plc – was listed on LSE and made several discoveries offshore Equatorial Guinea in West Africa and Tanzania in East Africa In 2014 the Calima management team established Havoc Partners LLP (Havoc) as a self-funded natural • resources investment vehicle with interests in oil and gas, precious- and base-metals and strategic noble gases. Azonto, to be re-named as Calima, will be the primary investment vehicle of the Havoc partners. • Well positioned to target counter-cyclical opportunities Calima aims to leverage its technical capabilities to secure early stage oil and gas opportunities and • benefit from the current oil sector environment. 2
HAVOC PARTNERS LLP Havoc Partners (Havoc) is a self-funded natural resources investment partnership focussed primarily on the oil and gas • sector. Havoc’s five founding partners are very experienced geoscientists who have worked together for more than 16 years. • More than 100 years of international upstream experience around the globe collectively and directly responsible for • the discovery of c. 3 Billion BOE in Africa. Built Fusion Oil & Gas plc from inception to IPO on AIM and sale providing seed capital investors a 15X return on their • investment over a 3 year period and IPO investors a 1.5X return in less than 1 year Founded Ophir Energy plc, which listed on the LSE as a constituent of FTSE 250 index and is one of the most successful • growth stories of the African E&P players. A team that has built very successful companies. Alan Stein Jonathan Taylor Richard Higgins Justin Norris Mark Sofield BSc, PhD BSc, MSc BSc, PhD BSc BSc Ophir’s founding CEO Ophir’s founding Ophir’s Exploration Ophir’s Exploration Ophir’s Chief and Deputy Chairman Technical Director Manager West Africa Manager East Africa Geophysicist Proposed Managing Proposed Technical Director of Azonto post Director of Azonto post completion of the completion of the Acquisition of Calima Acquisition of Calima For further detail see Appendix 4 3
HAVOC MANAGEMENT TRACK RECORD Sale to Seed Peak IPO IPO Sterling Key achievements Capital Market Energy 1998 2000 2001 2003 Seed capital providers realised super profits over just 2-3 years 10x MOIC over 2 yr IPO investors could have realised 1.5x their money in less than a year if they had sold at peak 1.5x MOIC<1yr Built a portfolio of interest is in West Africa including several play opening O&G discoveries 15x MOIC over 3 yr Partnership with Woodside Energy and Eni offshore Mauritania 4-5 p 75 p 44 p 50 p Became 5th largest Deepwater acreage holder in Africa Seed Issue in 3 years Share Peak IPO IPO Capital Shares Placing Market Drilled first Deepwater wells as Operator after 4 years 2004 2007 2011 2012 2012 Participated in the discovery of over 15Tcf of gas in 2009 Tanzania and EG 15.8x MOIC (From Seed Capital) Largest ever E&P IPO in Europe (in 2011) - £235mm raise, 12.8x MOIC over 8 yr £800mm valuation £2.00 1 Most successful UK IPO of 2011, inclusion in FTSE 250 index in 2012 £2.50 1 £2.50 1 £4.90 1 £6.00 1 38 p 1 Awards: PetroAfricanus Award for Excellence in Africa A company 2005, Global Pacific Distinguished Contribution to African Grew from a £5 worth £1.9 Billion Industry Award 2012, Oil Council Independent of the Year million seed in the FTSE 250 Award 2012 capital round to: 4 1 Not adjusted for rights issue in 2013
PROPOSED TRANSACTION Azonto Petroleum Ltd (APY) Havoc Partners LLP Cash APY Scrip - Cash and cash - Sell 100% of Calima to be renamed equivalents of $6.4m as - Provide management at 31 Dec 2016 services Calima Energy Earn up to 55% Acquire 100% Calima Energy Ltd Montney Farm-in Farm – in agreement with TMK-M 1 and - TSV-M 2 to transfer to APY - Earn up to a 55% WI and operatorship in the project by spending up to C$25m 3 Cash New Ventures SADR Bahari 4 TMK-M - Several existing - $400k in cash - 50% option over - 10% shareholding - TMK-M owns a 40% new ventures interests in four in company which WI in over 55,000 being developed Production owns 40% interest gross acre position by Havoc will be Sharing Contracts in three PSAs in the Montney brought across to - Located offshore - Located offshore Resource Play in Azonto and the Western Sahara Comoros Canada team will continue - Award of PSCs - TMK-M owns a 40% to identify, screen pending WI in a Joint and execute new sovereignty Venture with TSV-M venture dispute (Montney JV) opportunities 1 TMK Montney Limited 2 TSV Montney Limited 3 See slide 16 for details of Farm-in terms 5 4 Bahari Holding Company Limited
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