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THIS PRELIMINARY OFFER DOCUMENT IS DATED 27 JUNE 2013 AND HAS BEEN LODGED WITH THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (THE SGX-ST)
ON 27 JUNE 2013.
This document is important. If you are in doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser(s).
Any reference in this document to the term Offer Document shall, unless the context otherwise requires, refer to this Preliminary Offer Document.
This is a Preliminary Offer Document and the information in this Preliminary Offer Document is subject to further verification of, updating, revision, amendments and completion of the Offer
Document in its final form to be registered by the SGX-ST, acting as agent on behalf of the Monetary Authority of Singapore (the Authority). A copy of this document has been lodged by
PrimePartners Corporate Finance Pte. Ltd. with the SGX-ST, acting as agent on behalf of the Authority. The lodgement of this Preliminary Offer Document with the SGX-ST does not imply that
the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with.
Numbers in this Preliminary Offer Document which are indicated in square brackets are based on Shares (as defined herein) to be allocated at the Issue Price (as defined herein) which will
be fixed only prior to the registration of the Offer Document in its final form. The final Issue Price will be subject to the results of a book-building exercise.
As at the date of lodgement of this Offer Document, our Company has not yet (i) been converted into a public company; and (ii) converted the Convertible Loan (as defined herein). The
aforementioned will be completed before the registration of the Offer Document.
Neither this Preliminary Offer Document nor any copy may be taken or transmitted to any country where distribution or dissemination of this Preliminary Offer Document is prohibited.
This Preliminary Offer Document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed or distributed to any other person. A
person to whom a copy of this Preliminary Offer Document has been issued shall not circulate it to any other person. By accepting this Preliminary Offer Document, you agree to be bound by
the limitations and restrictions described herein.
This Preliminary Offer Document does not constitute an offer or invitation to subscribe for any securities and neither this Preliminary Offer Document nor anything contained herein shall relate
in any place in which or to any person to whom it would not be lawful to make such an offer or invitation, or form the basis of any contract or commitment whatsoever. No person shall be bound
to enter into any contract or binding legal commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Offer Document. No offer or agreement
shall be made on the basis of this Preliminary Offer Document to subscribe for any securities to which this Preliminary Offer Document relates. Any decision to subscribe for securities
must be made solely on the basis of information contained in the final Offer Document or other offering document which may be issued by Rex International Holding Limited (the Company),
which information may be different from the information contained in this Preliminary Offer Document.
The Preliminary Offer Document in its final form may be registered by the SGX-ST, acting as agent on behalf of the Authority no earlier than 14 days (the Exposure Period) from the date
of lodgement of this Preliminary Offer Document, provided that this Preliminary Offer Document is lodged with the SGX-ST, acting as agent on behalf of the Authority, and upon the provision
of certain information by the Company to the SGX-ST required under the Listing Manual of the SGX-ST, unless the SGX-ST extends the period.
The purpose of the Exposure Period is to enable the examination of this Preliminary Offer Document by investors and market participants prior to the raising of funds. That
examination may result in identification of deficiencies in this Preliminary Offer Document and in those circumstances, this Preliminary Offer Document may be amended.
OFFER DOCUMENT DATED [] 2013
(Registered by the Singapore Exchange Securities Trading Limited (the SGX-ST), acting as agent on behalf of the Monetary Authority of Singapore (the Authority) on [] 2013)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser(s).
THIS OFFERIS MADE INORACCOMPANIEDBYANOFFERDOCUMENT (THE OFFERDOCUMENT) THAT HAS BEENREGISTEREDBYTHE SGX-ST, ACTINGASAGENT ONBEHALF
OF THE AUTHORITY ON [] 2013. THE REGISTRATION OF THIS OFFER DOCUMENT BY THE SGX-ST, ACTING ON BEHALF OF THE AUTHORITY DOES NOT IMPLY THAT THE
SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORY REQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS
LISTING RULES, HAVE BEEN COMPLIED WITH.
Rex International Holding Limited (our Company) is offering [] newShares for subscription by investors at the issue price of S$[] per Share (the Issue Price) (the Invitation). The Invitation
consists of (i) an international placement of [] Invitation Shares to investors, including institutional and other investors in Singapore, and outside the United States in reliance on Regulation S
(Regulation S) under the United States Securities Act of 1933, as amended (the US Securities Act) (the Placement) and (ii) an offering of [] Invitation Shares (as defined herein) to the
public in Singapore (the Offer). The Shares offered under the Placement and the Offer may be reallocated between the Placement and the Offer, at the discretion of the Manager, Sponsor,
Co-Placement Agents (in consultation with our Company), subject to any applicable law. Please refer to the section entitled Plan of Distribution of this Offer Document.
At the same time as but separate from the Invitation, Havenport Asset Management Pte Ltd (the Cornerstone Investor) has entered into a cornerstone subscription agreement with our
Company (the Cornerstone Subscription Agreement) to subscribe for an aggregate of 25,000,000 new Shares at the Issue Price (the Cornerstone Shares), conditional upon the
Placement Agreement (as defined herein) and the Underwriting Agreement (as defined herein) having been entered into and not having been terminated pursuant to their terms on or prior to
the Listing Date (as defined herein).
PrimePartners Corporate Finance Pte. Ltd. (PPCF or the Sponsor or the Manager) has made an application to the SGX-ST for permission to deal in, and for quotation of, all the ordinary
shares (the Shares) in the capital of our Company that is already issued and the new Shares which are the subject of this Invitation (the Invitation Shares), the Cornerstone Shares, the
Additional Shares (as defined herein) and the new Shares which may be issued pursuant to the Rex International Performance Share Plan (the Award Shares) or upon the exercise of the
options to be granted under the Rex International Employee Share Option Scheme (the Option Shares) on Catalist (as defined herein). Acceptance of applications will be conditional upon,
inter alia, issue of the Invitation Shares, permission being granted by the SGX-ST for the listing and quotation of all our existing issued Shares, the Invitation Shares, the Cornerstone Shares,
the Additional Shares, the Award Shares and the Option Shares on Catalist. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed. The
dealing in and quotation of the Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may
list on Catalist without a track record or profitability and there is no assurance that there will be a liquid market in the Shares traded on Catalist. You should be aware of the risks of investing
in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). Our Companys principal activities
are in oil and gas exploration, and we may not progress to the next stage of development or to a stage where we are able to generate revenue. Please refer to the following risks described
in the section entitled Risk Factors of this Offer Document: (i) Most of our Groups concession are in the exploration phase and we have yet to commence production of oil; (ii) We are reliant
on the discovery and development of additional oil reserves and may not be able to discover new oil reserves to maintain a commercially viable operation; (iii) We have a limited operating history
as a Company and as a Group; (iv) Our business is exposed to exploration, development and production risks inherent in the oil and gas industry; and (v) Our business, revenues and profits
may fluctuate with changes in the prices of oil and conditions of the global economy.
In connection with the Invitation, the Company has granted UOB Kay Hian Private Limited (the Stabilising Manager), an over-allotment option (the Over-allotment Option) exercisable in
whole or in part by the Stabilising Manager on one or more occasions from the commencement of dealing in our Shares on Catalist (the Listing Date) until the earliest of (i) the date falling
30 days from the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has bought, on Catalist, an aggregate of [] Shares, representing 20% of the total Invitation
Shares to undertake stabilising actions or to subscribe up to an aggregate of [] Shares (the Additional Shares) (representing 20% of the total Invitation Shares), at the Issue Price, solely
to cover the over-allotment of the Invitation Shares, if any, subject to any applicable laws and regulations. If the Over-allotment Option is exercised in full, the total number of issued and
outstanding Shares immediately after the Invitation will be [] Shares.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this
Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for
admission to Catalist but relies on the Sponsor confirming that our Company is suitable to be listed and complies with the Catalist (as defined herein). Neither the Authority nor the SGX-ST has
in any way considered the merits of the Shares being offered for investment.
We have not lodged this Offer Document in any other jurisdiction.
OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS
THE INVITATION SHARES ARE REGISTERED UNDER THE US SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT
IS AVAILABLE. THE INVITATION SHARES ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS AS DEFINED IN AND IN RELIANCE ON REGULATION S. FOR A
DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER OF THE INVITATION SHARES, PLEASE REFER TO THE SECTION ENTITLED PLAN OF DISTRIBUTION SELLING
RESTRICTIONS OF THIS OFFER DOCUMENT.
Investing in our Shares involves risks which are described in the section entitled RISK FACTORS of this Offer Document.
After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issue or sell any of our Shares,
on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue
or sale of any of our Shares, on the basis of this Offer Document.
Rex International Holding Limited
(Company Registration Number: 201301242M)
(Incorporated in the Republic of Singapore on 11 January 2013)
Invitation in respect of [] Invitation Shares (subject to the Over-allotment Option) comprising
[] Invitation Shares by way of public offer and [] Invitation Shares by way of placement at S$[]
for each Invitation Share, payable in full on application
Manager, Sponsor and Co-Placement Agent
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.
(Company Registration Number: 200207389D)
(Incorporated in the Republic of Singapore)
Co-Placement Agent, Underwriter and Stabilising Manager
UOB KAY HIAN PRIVATE LIMITED
(Company Registration Number: 197000447W)
(Incorporated in the Republic of Singapore)
Co-Placement Agent
DBS VICKERS SECURITIES (SINGAPORE) PTE LTD
(Company Registration Number: 198600294G)
(Incorporated in the Republic of Singapore)
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
GLOSSARY OF TECHNICAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . 23
DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
INDICATIVE TIMETABLE FOR LISTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
OVER-ALLOTMENT OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
PRICE STABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SHARE LENDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SUBSCRIPTION FOR INVITATION SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
INFORMATION ON THE CORNERSTONE INVESTOR . . . . . . . . . . . . . . . . . . . . . . . . . 36
INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND
THE UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
OFFER DOCUMENT SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
RISKS RELATING TO OUR GROUPS BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
RISKS RELATING TO THE COUNTRIES IN WHICH WE OPERATE. . . . . . . . . . . . . . . 64
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . . 65
USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
CONTENTS
1
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . . 78
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
CAPITALISATION AND INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SELECTED COMBINED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
REVIEW OF FINANCIAL POSITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
CAPITAL COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
CAPITAL DIVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SIGNIFICANT ACCOUNTING POLICY CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
INDEPENDENT VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
BUSINESS ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
TECHNOLOGIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
MANAGEMENT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
MANAGEMENT AND OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
INFRASTRUCTURE AND FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
MAJOR CUSTOMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
MAJOR SUPPLIERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
CREDIT POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
CONTENTS
2
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
BUSINESS DEVELOPMENT AND MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
LICENCES, PERMITS, GOVERNMENT REGULATIONS AND APPROVALS . . . . . . . . . 141
CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
ENVIRONMENT, HEALTH AND SAFETY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
ENVIRONMENT PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . 159
GUIDELINES AND REVIEW PROCEDURE FOR ON-GOING AND FUTURE
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
POTENTIAL CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167
INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND
THE UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . 170
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
DIRECTORS AND KEY EXECUTIVES REMUNERATION. . . . . . . . . . . . . . . . . . . . . . . 178
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
REX INTERNATIONAL PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 186
REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . 194
DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
CONTENTS
3
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . 212
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214
MEMORANDUM AND ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 216
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS . . . . . . . . . . 217
INTERESTS OF EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220
RESPONSIBILITY STATEMENT BY OUR DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 223
DOCUMENTS AVAILABLE FOR INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223
APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED
COMBINED FINANCIAL STATEMENTS OF REX
INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES
FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO
31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED
31 DECEMBER 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED
PRO FORMA COMBINED FINANCIAL INFORMATION OF REX
INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES
FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO
31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED
31 DECEMBER 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCATION OF OUR
COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
APPENDIX D LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
APPENDIX E QUALIFIED PERSONS REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . E-1
APPENDIX F INDEPENDENT VALUATION REPORT. . . . . . . . . . . . . . . . . . . . . . F-1
APPENDIX G INDUSTRY REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO
THE INDEPENDENT NON-EXECUTIVE DIRECTORS . . . . . . . . . . H-1
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS . . . . . . . . . . . . . I-1
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION
AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-1
CONTENTS
4
BOARD OF DIRECTORS : Mr Dan Brostrm (Executive Director and Chairman)
Dr Karl Lidgren (Non-Executive Director)
Mr Bernt Eivind sthus (Non-Executive Director)
Mr Muhammad Sameer Yousuf Khan (Independent
Non-Executive Director)
Mr Abderahmane Fodil (Independent Non-Executive Director)
Mr Sin Boon Ann (Independent Non-Executive Director)
JOINT COMPANY
SECRETARIES
: Mr Teo Meng Keong (ACIS)
Ms Tan Siew Hua (SAICSA)
REGISTERED OFFICE : 80 Robinson Road #02-00
Singapore 068898
MANAGER, SPONSOR AND
CO-PLACEMENT AGENT
: PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street #21-02
Equity Plaza
Singapore 049705
CO-PLACEMENT AGENT,
UNDERWRITER AND
STABILISING MANAGER
: UOB Kay Hian Private Limited
8 Anthony Road #01-01
Singapore 229957
CO-PLACEMENT AGENT : DBS Vickers Securities (Singapore) Pte Ltd
12 Marina Boulevard #10-01
DBS Asia Central
Marina Bay Financial Centre Tower 3
Singapore 018982
SOLICITOR TO THE
INVITATION AND LEGAL
ADVISER TO OUR COMPANY
AS TO SINGAPORE LAW
: WongPartnership LLP
12 Marina Boulevard, Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982
LEGAL ADVISER TO
OUR COMPANY
AS TO NORWEGIAN LAW
: Arntzen de Besche Advokatfirma AS
Bygdy all 2
P.O. Box 2734
Solli 0204 Oslo
Norway
LEGAL ADVISERS TO
OUR COMPANY AS TO
UNITED STATES LAW
: Pepper Hamilton LLP
37th Floor, 620 Eighth Avenue
New York, NY 10018-1405
United States of America
Polsinelli PC
1515 Wynkoop Street
Suite 600
Denver, Colorado 80202
United States of America
CORPORATE INFORMATION
5
LEGAL ADVISER TO
OUR COMPANY AS TO
MALAYSIAN LAW
: Zaid Ibrahim & Co
Level 19 Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
Malaysia
LEGAL ADVISER TO
OUR COMPANY AS TO
UNITED ARAB EMIRATES
LAW
: Galadari Advocates & Legal Consultants
P.O. Box 7992
Dubai
United Arab Emirates
LEGAL ADVISER TO
OUR COMPANY AS TO
OMANI LAW
: Said Al Shahry & Partners (civil advocacy company)
P.O. Box 1288
PC 112
Sultanate of Oman
LEGAL ADVISER TO
OUR COMPANY AS TO
BRITISH VIRGIN ISLANDS
LAW
: Appleby
2206-19 Jardine House
1 Connaught Place
Central
Hong Kong
LEGAL ADVISER TO
OUR COMPANY AS TO
ISLE OF MAN LAW
: Laurence Keenan Advocates & Solicitors
Victoria Chambers
47 Victoria Street
Douglas
Isle of Man, IM1 2LD
INDEPENDENT AUDITORS
AND REPORTING
ACCOUNTANTS
: KPMG LLP
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Partner-in-charge: Mr Chiang Yong Torng
(a member of the Institute of Certified Public Accountants of
Singapore)
KPMG Audit LLC
Heritage Court
41 Athol Street Douglas
Isle of Man IM99 1HN
Director-in-charge: Mr Russell Kelly
(a fellow of the Institute of Chartered Accountants in England
and Wales)
CORPORATE INFORMATION
6
INDEPENDENT GEOLOGISTS : OPK Resources GmbH
Moselstrae 40
54528 Salmtal
Germany
Geophysik GGD mbH
Ehrensteinstrae 33
D-04105 Leipzig
Germany
INDEPENDENT VALUER AND
INDUSTRY CONSULTANT
: Fox-Davies Capital Limited
1 Tudor Street
London EC4Y 0AH
United Kingdom
INDEPENDENT FINANCIAL
ADVISER
: Asiasons WFG Capital Pte. Ltd.
70 Anson Road #24-01
Hub Synergy Point
Singapore 079905
SHARE REGISTRAR AND
SHARE TRANSFER AGENT
: Tricor Barbinder Share Registration Services
80 Robinson Road #02-00
Singapore 068898
PRINCIPAL BANKER AND
RECEIVING BANKER
: DBS Bank Ltd.
12 Marina Boulevard
DBS Asia Central
Marina Bay Financial Centre Tower 3
Singapore 018982
CORPORATE INFORMATION
7
In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply where the context so admits:
Group Companies
Baqal : Baqal Petroleum Ltd.
Company : Rex International Holding Limited
Dahan : Dahan Petroleum Ltd.
Fram : Fram Exploration ASA
Fram Operating : Fram Operating LLC, a 98% subsidiary of Fram Americas LLC
which is in turn 99.96% owned by Fram
Group : Our Company, our subsidiaries and our associated companies
HiRex : HiRex Petroleum Sdn Bhd
Lime Petroleum Norway : Lime Petroleum Norway AS
Loyz Rex Drilling : Loyz Rex Drilling Services, LLC
Masirah : Masirah Oil Ltd.
Middle East Concession
Companies
: Baqal, Dahan, Masirah and Zubara
Rexonic : Rexonic International Ltd.
Rex International BVI : Rex International Holding Ltd.
Rex International
Investments
: Rex International Investments Pte. Ltd.
Rex Oil & Gas : Rex Oil & Gas Ltd.
Rex South East Asia : Rex South East Asia Ltd.
Rex US : Rex US Ltd.
Rex US Operating : Rex U.S. Operating, Inc.
Rex US Ventures : Rex US Ventures LLC
Zubara : Zubara Petroleum Ltd.
DEFINITIONS
8
Corporations within the Rex Group
Limea : Limea Ltd, a company which is jointly-owned by Dr Karl Lidgren
and Mr Hans Lidgren in which each of them have shareholding
interests of 50%
Rex Commercial : Rex Commercial Ltd, a wholly-owned subsidiary of Rex Partners
Rex Group : Includes Limea and Rex Partners and corporations that are wholly-
owned by Rex Partners, including Rex Commercial, Rex Starter
Ltd, Rex Atlantic Ltd, Rex Jade Ltd, Trace Petroleum Oil Ltd and
Atlantic Petroleum Guinea Bissau Ltd but excludes our Group
Rex Partners : Rex Partners Ltd, a company which is 80% owned by Limea and
20% owned by Mr Svein Kjellesvik
Rex Technology
Management
: Rex Technology Management Ltd, a wholly-owned subsidiary of
Rex Partners
Other Corporations and Agencies
Authority or MAS : The Monetary Authority of Singapore
Bursa Malaysia : Bursa Malaysia, a stock exchange based in Kuala Lumpur,
Malaysia
CDP or Depository : The Central Depository (Pte) Ltd
Co-Placement Agents : DBS Vickers, PPCF and UOB Kay Hian
Cornerstone Investor : Havenport Asset Management Pte Ltd
CPF : The Central Provident Fund
DBS Vickers : DBS Vickers Securities (Singapore) Pte Ltd
EIA : US Energy Information Administration
Gulf Hibiscus : Gulf Hibiscus Ltd, a wholly-owned subsidiary of Hibiscus Petroleum
Hibiscus Oilfield : Hibiscus Oilfield Services Limited, a wholly-owned subsidiary of
Hibiscus Petroleum
Hibiscus Petroleum : Hibiscus Petroleum Berhad, a company listed on Bursa Malaysia
IEA : International Energy Agency
Independent Geologists : OPK Resources GmbH and Geophysik GGK mbH
DEFINITIONS
9
Independent Valuer : Fox-Davies Capital Limited
IRAS : The Inland Revenue Authority of Singapore
Loyz Oil : Loyz Oil Pte. Ltd., a wholly-owned subsidiary of Loyz Energy
Limited, a company listed on Catalist
Loyz USA : Loyz USA Holdings LLC, a wholly-owned subsidiary of Loyz Oil
Australia Pty Ltd which is in turn wholly-owned by Loyz Oil
Manager or Sponsor or
PPCF
: PrimePartners Corporate Finance Pte. Ltd.
North Energy : North Energy ASA, a company listed on the Oslo Stock Exchange
OCBC Bank : Oversea-Chinese Banking Corporation Limited
OECD : Organisation for Economic Co-operation and Development
OPEC : Organisation for Petroleum Exporting Countries
Orient Hibiscus : Orient Hibiscus Sdn Bhd, a wholly-owned subsidiary of Hibiscus
Petroleum
Participating Banks and
each a Participating Bank
: DBS Bank Ltd. (including POSB), OCBC Bank and United
Overseas Bank Limited and its subsidiary, Far Eastern Bank
Limited
Petroci Holding : PETROCI HOLDING, Socit Nationale d Oprations Petrolires
de la Cte d Ivoire
Receiving Bank : DBS Bank Ltd.
SGX-ST : Singapore Exchange Securities Trading Limited
Share Registrar : Tricor Barbinder Share Registration Services
Stabilising Manager or
Underwriter or
UOB Kay Hian
: UOB Kay Hian Private Limited
General
1Q : The period from 1 January to 31 March of the relevant year
2Q : The period from 1 April to 30 June of the relevant year
Additional Shares : Up to an aggregate of [] Shares that the Stabilising Manager may
subscribe pursuant to the Over-allotment Option
DEFINITIONS
10
Application Forms : The printed application forms to be used for the purpose of the
Invitation and which form part of this Offer Document
Application List : The list of applications for subscription of the Invitation Shares
Articles or
Articles of Association
: The articles of association of our Company, as amended or
modified from time to time
associate : (a) In relation to any director, chief executive officer,
substantial shareholder or controlling shareholder (being
an individual) means:
(i) his immediate family;
(ii) the trustees, acting in their capacity as such
trustees, of any trust of which he or his immediate
family is a beneficiary or, in the case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his immediate family
together (directly or indirectly) have an aggregate
interest of 30.0% or more of the aggregate of the
total votes attached to all the voting shares;
(b) In relation to a substantial shareholder or a controlling
shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a fellow subsidiary of any such holding company or one
in the equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
aggregate interest of 30.0% or more of the aggregate of
the total votes attached to all the voting shares
associated company : In relation to a company, a company in which at least 20% but not
more than 50% of its shares are held by the first-mentioned
company
ATM : Automated teller machine of a Participating Bank
Audit Committee : The audit committee of our Company as at the date of this Offer
Document
Award : The awards which may be granted pursuant to the Performance
Share Plan
Award Shares : The Shares which are the subject of the Awards under the
Performance Share Plan
DEFINITIONS
11
Base Case Pricing Scenario : The base case Brent oil price forecast whereby the forward oil
prices were provided by Bloomberg L.P. from the International
Commodity Exchange (ICE) London, as of 14 May 2013, where
oil prices decline from a current level of US$104.30/bbI to
US$94.58/bbI (February 2016). Oil prices were then assumed to
escalate 2% per annum from 2016
Block 50 EPSA : The exploration and production sharing agreement governing the
Block 50 Oman Concession dated 28 February 2011 entered into
between the Government of the Sultanate of Oman, Rex Oil & Gas
and Petroci Holding, pursuant to which Rex Oil & Gas and Petroci
Holding were granted the right to explore and produce
hydrocarbons within the Block 50 Oman Concession, which was
subsequently assigned by Rex Oil & Gas and Petroci Holding to
Masirah on 28 March 2011
Block 50 Oman Concession : A concession located offshore in the Sultanate of Oman, with an
area of 16,903 sq km, which grants the concession holder the right
to explore and produce hydrocarbons from the designated area
Board or
Board of Directors
: The board of Directors of our Company as at the date of this Offer
Document
Bond Conversion
Acceptance Agreement
: The bond conversion and share purchase offer and acceptance
agreement dated 21 March 2013 entered into between Fram, our
Company, Rex Commercial, Schroders and each converting
bondholder of Fram
Catalist : The sponsor-supervised listing platform of the SGX-ST
Cathay Shares : The [] new Shares to be issued and allotted by our Company to
Cathay Ltd. as part of its consultancy fee as consultant to our
Company
Chief Executive Officer or
CEO
: The chief executive officer of our Company
Code of Corporate
Governance
: Code of Corporate Governance 2012 issued in May 2012 by the
Authority (as amended, modified or supplemented from time to
time)
Colorado Concession : A portfolio of onshore petroleum leases in the USA in the state of
Colorado held by Fram spanning 204 sq km
Commitment Wells : The wells which our Company and Loyz Oil are responsible for
implementing a drilling plan for pursuant to the Participation and
Exploration Agreement in relation to the US Concessions
Companies Act : The Companies Act, Chapter 50 of Singapore (as amended or
modified from time to time)
DEFINITIONS
12
Controlling Shareholder : As defined in the Rules of Catalist:
(a) a person who directly or indirectly has an interest of
15.0% or more of the aggregate of the nominal amount of
all the voting shares in our Company (unless otherwise
determined by the SGX-ST); or
(b) a person who in fact exercises control over our Company
Convertible Loan
Agreements and each a
Convertible Loan Agreement
: The convertible loan agreements dated 5 April 2013 and
19 April 2013, as supplemented by supplemental agreements
dated 15 May 2013, entered into between our Company, Rex
Commercial, Schroders and each of the Pre-IPO Investors in
respect of the Convertible Loan
Convertible Loan : The convertible loans of an aggregate sum of S$35,156,250,
granted under the Convertible Loan Agreements, convertible into
[] new Shares at a discount of 20% of the Issue Price upon the
terms and conditions of the Convertible Loan Agreements
Cornerstone Investor : Havenport Asset Management Pte Ltd
Cornerstone Shares : The 25,000,000 new Shares issued pursuant to the Cornerstone
Subscription Agreement
Cornerstone Subscription
Agreement
: The cornerstone subscription agreement dated 20 June 2013,
entered into between our Company and the Cornerstone Investor
Current Oil Reserve : The current proved and probable oil reserves in the Whitewater
Federal Production Unit, which is equivalent to 20.4 MMBbI
Dahan Shareholders
Agreement
: The shareholders agreement dated on 5 May 2011 entered into by
Schroders, Right Ally Limited, Rex Oil & Gas (which subsequently
assigned its rights and obligations to Lime Petroleum Ltd. on 26
August 2011) and Dahan to regulate the affairs of Dahan and their
respective rights and obligations as shareholders of Dahan
Directors : The directors of our Company as at the date of this Offer Document
Electronic Applications : Applications for the Offer Shares made through an ATM or through
the IB website of one of the Participating Banks in accordance with
the terms and conditions of this Offer Document
EPS : Earnings per Share
Executive Directors : The executive directors of our Company as at the date of this Offer
Document
Executive Officers : The executive officers of our Group as at the date of this Offer
Document
DEFINITIONS
13
FP2011 : The financial period from 10 June 2011 to 31 December 2011
Fram Shareholders : The converting bondholders and selling shareholders of Fram
whom are party to the Fram Transaction Documents
Fram Transaction
Documents
: The Bond Conversion Acceptance Agreement and the Share
Purchase Offer Agreement
FY : Financial year ended or, as the case may be, ending 31 December
GST : Goods and Services Tax
HiRex IP Licence
Agreement
: The intellectual property licence agreement dated 21 March 2013
entered into between HiRex and Rex Technology Management
HiRex ROFR : The right of first refusal granted to HiRex as described in the section
entitled Group Structure Shareholders Agreements of this Offer
Document
HiRex Shareholders
Agreement
: The shareholders agreement dated 21 March 2013 in respect of
HiRex, which was entered into between our Company, Rex South
East Asia, Orient Hibiscus, Hibiscus Petroleum and HiRex to
regulate the affairs of HiRex and their respective rights and
obligations as shareholders of HiRex
IB : Internet banking
Independent Directors : The independent directors of our Company as at the date of this
Offer Document
Invitation : Our invitation to subscribe for the Invitation Shares at the Issue
Price, subject to and on the terms and conditions set out in this
Offer Document, by way of the Offer and Placement
Invitation Shares : The [] new Shares, which are the subject of the Invitation
IP Licence Agreements : The following agreements pursuant to which Rex Technology
Management has granted Lime Petroleum Plc, Lime Petroleum
Norway, HiRex and our Company a licence for the use of Rex
Technologies respectively: (a) Lime Petroleum IP Licence
Agreement; (b) Lime Norway IP Licence Agreement; (c) HiRex IP
Licence Agreement; and (d) RIH IP Licence Agreement
Issue Price : S$[] for each Invitation Share
Latest Practicable Date : 18 June 2013, being the latest practicable date for the purposes of
lodgement of this Offer Document with the SGX-ST
DEFINITIONS
14
Lime Norway IP Licence
Agreement
: The intellectual property licence agreement dated 21 March 2013
entered into between Lime Petroleum Norway and Rex Technology
Management
Lime Petroleum IP Licence
Agreement
: The intellectual property licence agreement dated 24 October 2011
entered into between Lime PetroleumPlc and Rex Oil & Gas, which
was subsequently assigned by Rex Oil & Gas to Rex Technology
Management on 7 March 2013
Lime Petroleum
Shareholders Agreement
: The shareholders agreement dated 24 October 2011 entered into
between Gulf Hibiscus, Rex Oil & Gas, Schroders and Lime
Petroleum Plc to regulate the affairs of Lime Petroleum Plc and
their respective rights and obligations as shareholders of Lime
Petroleum Plc
Listing : The listing of our Company and the quotation of our Shares on
Catalist
Listing Date : The commencement of dealing in our Shares on Catalist
Listing Manual : The provisions of Sections A and B of the listing manual of the
SGX-ST as amended, modified or supplemented from time to time
Management Agreement : The full sponsorship and management agreement dated [] 2013
entered into between our Company and PPCF pursuant to which
PPCF agrees to sponsor and manage the Listing as set out in the
sections entitled Plan of Distribution and General and Statutory
Information Management, Underwriting and Placement
Arrangements of this Offer Document
Market Day : A day on which the SGX-ST is open for trading in securities
Middle East : The geographical area which includes Bahrain, Egypt, Iran, Iraq,
Jordan, Kuwait, Lebanon, Oman, Qatar, Syria, Turkey, UAE and
Yemen and offshore areas associated with these countries
Middle East Concessions : The Block 50 Oman Concession, RAK North Concession, RAK
Onshore Concession, and the Sharjah Concession
Nominating Committee : The nominating committee of our Company as at the date of this
Offer Document
Non-Executive Directors : The non-executive directors of our Company (including
Independent Directors) as at the date of this Offer Document
North Dakota Concession : A portfolio of onshore petroleum leases in the USA in the state of
North Dakota, where Frams interests spans 39 sq km
DEFINITIONS
15
Norwegian Licences : The Norwegian licences covering approximately 2,022 sq km in the
Norwegian Continental Shelf in Norway and being governed by the
following four (4) production licence agreements: (a)
PL503/Valberget; (b) PL503B/Valberget; (c) PL616/Skagastl; and
(d) PL498/Skagen
NTA : Net tangible assets
Offer : The offer by our Company of the Offer Shares to the public in
Singapore for subscription at the Issue Price, subject to and on the
terms and conditions of this Offer Document
Offer Document : This offer document dated [] 2013 issued by us in respect of the
Invitation
Offer Shares : The [] new Shares which are the subject of the Offer
Official List : The list of issuers maintained by the SGX-ST in relation to Catalist
Options : The share options which may be granted pursuant to the Share
Option Scheme
Option Shares : The new Shares which may be allotted and issued upon the
exercise of the Options
Over-allotment Option : The option granted by the Company to the Stabilising Manager to
subscribe up to an aggregate of [] Shares (representing 20% of
the total Invitation Shares) at the Issue Price, solely to cover the
over-allotment of the Invitation Shares, if any, exercisable in whole
or in part on one or more occasions from the Listing Date until the
earliest of (i) the date falling 30 days from the Listing Date, (ii) the
date when the Stabilising Manager or its appointed agent has
bought, on Catalist, an aggregate of [] Shares, representing 20%
of the total Invitation Shares to undertake stabilising actions
Participation and Exploration
Agreement
: The participation and exploration agreement dated 28August 2012,
as amended, entered into between Rex Oil & Gas or its assignees,
Fram and Loyz Oil or its assignees, in relation to the exploration
and development of the US Concessions upon the terms and
conditions of the participation and exploration agreement, which
was subsequently assigned by Rex Oil & Gas to Rex US Ventures
on 10 December 2012, whereby Rex US Ventures further assigned
its right, title and interest in certain federal leases to Rex US
Operating on 14 June 2013 in a joinder and first amendment to the
participation and exploration agreement, which also joined Fram
Americas LLC, Fram Operating and Fram Federal Corporation to
the original agreement
Performance Share Plan : The Rex International Performance Share Plan approved by our
Shareholders and implemented on 24 June 2013
DEFINITIONS
16
PER : Price earnings ratio
Placement : The international placement by the Co-Placement Agents of the
Placement Shares on behalf of our Company for subscription by
investors, including institutional and other investors in Singapore
and outside the United States in reliance on Regulation S under the
US Securities Act, at the Issue Price, subject to and on the terms
and conditions of this Offer Document
Placement Agreement : The placement agreement dated [] 2013 entered into between our
Company, PPCF, UOB Kay Hian and DBS Vickers as the Co-
Placement Agents pursuant to which the Co-Placement Agents
shall procure subscriptions for the Placement Shares at the Issue
Price as set out in the sections entitled Plan of Distribution and
General and Statutory Information Management, Underwriting
and Placement Arrangements of this Offer Document
Placement Shares : The [] new Shares which are the subject of the Placement
PMTSA : The project management and technical services agreement dated
24 October 2011 entered into between Hibiscus Oilfield and Lime
Petroleum Plc
PPCF Shares : The [] new Shares to be issued and allotted by our Company to
PPCF as part of PPCFs management fees as the Manager and
Sponsor
Pre-IPO Investors : White Global Investment Holdings Ltd, Tan Fuh Gih, Asia Merchant
Capital II Limited, Kingston Kwek Eik Huih, Disruptive Innovation
Fund LP, Tan Chin Hwee, Sankaran Leena, Dr Whang Hwee Yong,
Tommie Goh Thiam Poh, Jeremy Lee Sheng Poh, Infinity
Worldwide Pacific Limited, Stephen Anthony CuUnjieng, Dr Sonny
Liew Chee Kong, Danny Toe Teow Teck, Ramesh Chandiramani,
Victor Lim Guan Teck, Kristofer Skantze, Roger Yeo Kok Tong,
Neoh Chin Chee, Anders Sjgren, ke Knutsson, Max Skalli and
Schroders
Qualified Persons Report : The qualified persons report dated 31 March 2013 prepared by the
Independent Geologists in respect of the US Concessions as set
out in Appendix E of this Offer Document
RAK North Concession : A concession located on the west coast of Ras al-Khaimah. It is
demarcated in Figure 7 of this Offer Document, and covers an area
of approximately 300 sq km, which grants the concession holder
the right to explore and produce hydrocarbons from the designated
area
DEFINITIONS
17
RAK North EPSA : The exploration and production sharing agreement, dated
24 May 2010, as amended and restated on 10 April 2012,
governing the RAK North Concession, entered into between the
Government of Ras al-Khaimah (as represented by Rakgas LLC)
and Dahan, pursuant to which Dahan is granted the right to explore
and produce hydrocarbons within the RAK North Concession
RAK Onshore Concession : A concession located on the southern part of Ras al-Khaimah, with
an area of 886 sq km, which grants the concession holder the right
to explore and produce hydrocarbons from the designated area
RAK Onshore EPSA : The exploration and production sharing agreement dated
10 April 2012, governing the RAK Onshore Concession entered
into between the Government of Ras al-Khaimah (as represented
by Rakgas LLC) and Baqal, pursuant to which Baqal is granted the
right to explore and produce hydrocarbons within the RAK Onshore
Concession
Ras al-Khaimah : Ras al-Khaimah, an emirate in the UAE
Remuneration Committee : The remuneration committee of our Company as at the date of this
Offer Document
Restructuring Exercise : The corporate restructuring exercise undertaken in connection
with the Invitation as set out in the section entitled Restructuring
Exercise of this Offer Document
RIH BVI Sale and Purchase
Agreement
: The sale and purchase agreement dated 19 March 2013, entered
into between Rex International Investments, Rex Commercial and
Schroders for the acquisition of shares in Rex International BVI
RIH IP Licence Agreement : The intellectual property licence agreement dated 4 April 2013
entered into between our Company and Rex Technology
Management
RII Sale and Purchase
Agreement
: The sale and purchase agreement dated 20 March 2013, entered
into between our Company, Rex Commercial and Schroders for the
acquisition of shares in Rex International Investments
RIT Committee : The Rex International Technology Committee
Rules of Catalist : Section B of the Listing Manual dealing with the rules of Catalist, as
amended, modified or supplemented from time to time
Schroders : Schroders and Co. Bank AG (also known as Schroder & Co.
Banque S.A.)
Securities Account : The securities account maintained by a Depositor with CDP
DEFINITIONS
18
Service Agreements : The service agreements entered into between our Company and
each of Mr Mns Lidgren, Mr Kristofer Skantze and Mr ke
Knutsson as described in the section entitled Directors, Executive
Officers and Employees Service Agreements of this Offer
Document
SFA : Securities and Futures Act, Chapter 289 of Singapore, as
amended, supplemented or modified from time to time
SFR : Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore, as amended,
supplemented or modified from time to time
Share Lending Agreement : The share lending agreement dated [] 2013 entered into between
Schroders and the Stabilising Manager
Share Option Scheme : The Rex International Employee Share Option Scheme approved
by our Shareholders and implemented on 24 June 2013
Shares : Ordinary shares in the capital of our Company
Share Purchase Offer
Agreement
: The share purchase and offer agreement dated 21 March 2013,
entered into between our Company, Rex Commercial, Schroders
and each selling shareholder of Fram
Shareholders : Registered holders of Shares, except where the registered holder is
CDP, the term Shareholders shall, in relation to such Shares,
mean the Depositors whose Securities Accounts are credited with
Shares
Shareholders Agreements : The shareholders agreements entered into by the shareholders of
Lime Petroleum Plc, Masirah, Dahan and HiRex in respect of each
entity
Sharjah : Sharjah, an emirate in the UAE
Sharjah CA : The concession agreement entered into between the Government
of Sharjah and Rex Oil & Gas which was effective 6 June 2011,
which was subsequently assigned by Rex Oil & Gas to Zubara,
pursuant to which Zubara is granted the right to explore and
produce hydrocarbons within the Sharjah Concession
Sharjah Concession : A concession located offshore in Sharjah, with an area of 1,600 sq
km, which grants the concession holder the right to explore and
produce hydrocarbons from the designated area
SPE PRMS : The PetroleumResource Management Systempromulgated by the
Society of Petroleum Engineers, the World Petroleum Council, the
American Association of Petroleum Geologists and the Society of
Petroleum Evaluation Engineers
DEFINITIONS
19
Substantial Shareholders : Persons who have an interest in our Shares, the nominal amount of
which is not less than 5.0% of the aggregate of the nominal amount
of all the voting shares of our Company
Take-over Code or the
Singapore Take-over Code
: The Singapore Code on Take-Overs and Mergers issued by the
Authority
UAE : United Arab Emirates
Underwriting Agreement : The underwriting agreement dated [] 2013 entered into between
our Company and UOB Kay Hian in connection with the Invitation
pursuant to which UOB Kay Hian agreed to underwrite the Offer
Shares as set out in the sections entitled Plan of Distribution and
General and Statutory Information Management, Underwriting
and Placement Arrangements of this Offer Document
USA or United States : The United States of America
US Concessions : The Colorado Concession and the North Dakota Concession
US Securities Act : The United States Securities Act of 1933, as amended
VALMIN Code : Code for the Technical Assessment and Valuation of Mineral and
Petroleum Assets and Securities for Independent Expert Reports
promugated by the VALMIN Committee
Currencies, Units and Others
% or per cent : Per centum
AED : United Arab Emirates Dirham, the legal currency of the United Arab
Emirates
CHF : Swiss francs, the legal currency of Switzerland
EUR : Euros, the legal currency of the Institutions of the European Union
GBP : British pounds, the legal currency of the United Kingdom
NOK : Norwegian Kroner, the legal currency of the Kingdom of Norway
OMR : Omani Rial, the legal currency of the Sultanate of Oman
SEK : Swedish Krona, the legal currency of the Kingdom of Sweden
sq km : Square kilometres
S$ or Singapore Dollar or
cents
: Singapore dollars or cents, respectively, the legal currency of the
Republic of Singapore
DEFINITIONS
20
US$ or US Dollar : The legal currency of the USA
The expression subsidiary shall have the meaning ascribed to it in the SFR and the Companies
Act.
The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
Any reference in this Offer Document and the Application Forms to any statute or enactment is a
reference to that statute or enactment as for the time being amended or re-enacted.
Any word defined under the Companies Act, the SFA or any statutory modification thereof and
used in this Offer Document and the Application Forms shall, where applicable, have the meaning
assigned to it under the Companies Act, the SFA or any statutory modification thereof, as the case
may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to an
applicant includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Offer Document shall be a reference to Singapore time
unless otherwise stated.
References in this Offer Document to we, our, and us or the grammatical variations, is a
reference to our Company, our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document assumes that the Stabilising
Manager has not exercised the Over-allotment Option.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof
are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Unless we indicate otherwise, all information in this Offer Document is presented on the basis of
our Group.
Any reference to Dr Karl Lidgren in this Offer Document is a reference to Dr Karl Helge Tore
Lidgren.
Any reference to Mns Lidgren in this Offer Document is a reference to Mns Nicklas Lidgren.
Any reference to Kristofer Skantze in this Offer Document is a reference to (Olof Henrik)
Kristofer Skantze.
Any reference to ke Knutsson in this Offer Document is a reference to Knut ke Lennart
Knutsson.
Any reference to Lina Berntsen in this Offer Document is a reference to Lina Erika Rebecka
Lidgren Berntsen.
Any reference to Svein Kjellesvik in this Offer Document is a reference to Svein Helge Kjellesvik.
Any reference to Hans Lidgren in this Offer Document is a reference to Hans Ove Leonard
Lidgren.
DEFINITIONS
21
To facilitate a better understanding of the business of our Group, the following glossary provides
a description (which should not be treated as being definitive of their meanings) of some of the
technical terms and abbreviations used in this Offer Document relating to our business. The terms
and their assigned meanings may not correspond to standard industry meanings or usage of these
terms:
2D : Two-dimensional
3D : Three-dimensional
bathymetry : The science of sounding or measuring sea depths
bbl : Barrels
bpd : Barrels per day
electromagnetic : Magnetic fields created by electric currents
hydrocarbon : A naturally occurring organic compound comprising hydrogen and carbon
infrared radiation : A form of electromagnetic radiation also referred to as heat radiation
thermal imagery : Imagery which is produced by detecting and recording radiation in the
infrared range of the electromagnetic spectrum which is emitted or reflected
from the objects which are imaged
satellite altimetry : Measuring the altitude of an object in relation to a fixed level, such as
sea-surface heights, using satellite technology
seismic energy : Pertaining to waves of elastic energy in the frequency range of
approximately 1 hertz to 100 hertz, as a result of the sudden breaking of
rock within the earth, an explosion or an air gun
spudding : The start of drilling of a new well
MMBbl : Millions of barrels
Rex Gravity : Rex Gravity, a proprietary exploration technology used to detect possible
hydrocarbon accumulations through use of satellite altimetry information
Rex Seepage : Rex Seepage, a proprietary exploration technology used to verify
hydrocarbon presence at sea surface through the use of thermal imagery
satellite information
Rex Technologies : Rex Gravity, Rex Seepage and Rex Virtual Drilling oil and gas exploration
technologies owned by Rex Technology Management
Rex Virtual Drilling : Rex Virtual Drilling, a proprietary exploration technology used to detect
liquid hydrocarbon accumulations using seismic data interpretation
techniques
GLOSSARY OF TECHNICAL TERMS
22
All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on
our behalf, that are not statements of historical fact, constitute forward-looking statements. You
can identify some of these forward-looking statements by terms such as expects, believes,
plans, intends, predicts, estimates, anticipates, may, will, would and could or similar
expressions. However, you should note that these words or phrases are not the exclusive means
of identifying forward-looking statements. All statements regarding our expected financial
position, business strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to our revenue and
profitability, cost measures, planned strategy and anticipated expansion plans, expected growth
in demand, expected industry trends and any other matters discussed in this Offer Document
regarding matters that are not historical fact, are only predictions. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any future results,
performance or achievements expected, expressed or implied by these forward-looking
statements. These risks, uncertainties and other factors include, among others, the following:
(a) changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(b) the risk that we may be unable to realise our anticipated growth strategies and expected
internal growth;
(c) changes in currency exchange rates;
(d) changes in the availability and prices of materials, technical parts and equipment which we
require to operate our business;
(e) changes in customer preferences and needs;
(f) changes in competitive conditions and our ability to compete under such conditions, locally
and internationally;
(g) changes in our future capital needs and the availability of financing and capital to fund these
needs; and
(h) other factors beyond our control.
Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the sections entitled Risk Factors of this Offer Document.
All forward-looking statements by or attributable to us, or persons acting on our behalf, contained
in this Offer Document are expressly qualified in their entirety by such factors. These forward-
looking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements. None of us, the Manager, Sponsor, Co-Placement Agents and the Underwriter or any
other person represents or warrants that our actual future results, performance or achievements
will be as discussed in those statements.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
23
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We and the Manager, Sponsor, Co-Placement
Agents and the Underwriter disclaim any responsibility to update any of those forward-looking
statements or publicly announce any revisions to those forward-looking statements to reflect
future developments, events or circumstances, even if new information becomes available or
other events occur in the future. We are, however, subject to the provisions of the SFA and the
Rules of Catalist regarding corporate disclosure.
In particular, pursuant to Section 241 of the SFA, if after the Offer Document is registered by the
SGX-ST, acting as agent on behalf of the Authority, but before the close of the Invitation, we
become aware of:
(a) a false or misleading statement or matter in the Offer Document;
(b) an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority, and would have been required by Section 243 of
the SFA to be included in the Offer Document if it had arisen before the Offer Document was
lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement Offer Document with the SGX-ST, acting as agent on behalf of the Authority.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
24
LISTING ON CATALIST
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares, including the Invitation Shares, the Cornerstone Shares, the
Additional Shares, the PPCF Shares, the Cathay Shares, the Award Shares and the Option
Shares on Catalist. Such permission will be granted when we have been admitted to the Official
List of Catalist. Our acceptance of applications will be conditional upon, inter alia, the issue of the
Invitation Shares and upon permission being granted by the SGX-ST for the listing and quotation
of, all of our Shares, including the Invitation Shares, the Cornerstone Shares, the Additional
Shares, the PPCF Shares, the Cathay Shares, the Award Shares and the Option Shares. Monies
paid in respect of any application accepted will be returned, without interest or any share of
revenue or other benefit arising therefrom and at the applicants own risk, if the completion of the
Invitation does not occur because the said permission is not granted or for any reason, and the
applicant will not have any claim against us, the Manager, Sponsor, Co-Placement Agents and the
Underwriter. No Shares will be allotted on the basis of this Offer Document later than six (6)
months after the date of registration of this Offer Document by the SGX-ST, acting as agent on
behalf of the Authority.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list
on Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of
investing in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer
Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of
this Offer Document, including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The SGX-ST does not normally review the application
for admission but relies on the Sponsor certifying that our Company is suitable to be listed and
complies with the Rules of Catalist. Neither the Authority nor the SGX-ST has in any way
considered the merits of the Invitation Shares being offered for investment.
Admission to the Official List of Catalist is not to be taken as an indication of the merits of the
Invitation, our Company, our subsidiaries, our associated companies, our existing issued Shares
including the PPCF Shares and the Cathay Shares, the Invitation Shares, the Cornerstone
Shares, the Additional Shares, the Award Shares or the Option Shares.
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as
agent on behalf of the Authority, does not imply that the SFA, or any other legal or regulatory
requirements or requirements under the SGX-ST listing rules, have been complied with. The
SGX-ST, acting as agent on behalf of the Authority, has not, in any way, considered the merits of
our existing issued Shares or the Invitation Shares, as the case may be, being offered or in
respect of which an invitation is made, for investment. We have not lodged this Offer Document
in any other jurisdiction.
We are subject to the provisions of the SFA and the Rules of Catalist regarding corporate
disclosure. In particular, if after the registration of this Offer Document but before the close of the
Invitation, we become aware of:
(a) a false or misleading statement or matter in the Offer Document;
DETAILS OF THE INVITATION
25
(b) an omission from the Offer Document of any information that should have been included in
it under the requirements of Section 243 of the SFA or under the Rules of Catalist; or
(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority and which would have been required under the
requirements of Section 243 of the SFA and the Rules of Catalist to be included in the Offer
Document if it had arisen before this Offer Document was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement Offer Document with the SGX-ST, acting as agent on behalf of the Authority.
In the event that a supplementary or replacement Offer Document is lodged with the SGX-ST, the
Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or
replacement Offer Document.
Where prior to the lodgement of the supplementary or replacement Offer Document, applications
have been made under this Offer Document to subscribe for the Invitation Shares and:
(a) where the Invitation Shares have not been issued and/or transferred to the applicants, our
Company shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement Offer Document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement Offer Document, as the case may be, and provide the applicants with an
option to withdraw their applications; and (B) take all reasonable steps to make
available within a reasonable period the supplementary or replacement Offer
Document, as the case may be, to the applicants who have indicated that they wish to
obtain, or have arranged to receive, a copy of the supplementary or replacement Offer
Document;
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement
Offer Document, give the applicants the supplementary or replacement Offer
Document, as the case may be, and provide the applicants with an option to withdraw
their applications; or
(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk; or
(b) where the Invitation Shares have been issued and/or transferred to the applicants, our
Company shall either:
(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement Offer Document, give the applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement Offer Document, as the case may be, and provide the applicants with an
option to return to us the Invitation Shares which they do not wish to retain title in; and
(B) take all reasonable steps to make available within a reasonable period the
supplementary or replacement Offer Document, as the case may be, to the applicants
who have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement Offer Document;
DETAILS OF THE INVITATION
26
(ii) within seven (7) days from the date of lodgement of the supplementary or replacement
Offer Document, give the applicants the supplementary or replacement Offer
Document, as the case may be, and provide the applicants with an option to return to
us the Invitation Shares which they do not wish to retain title in; or
(iii) (A) treat the issue and/or sale of the Invitation Shares as void, in which case the issue
and/or sale of the Invitation Shares shall be deemed void; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
Offer Document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us or the
Manager, Sponsor, Co-Placement Agents and the Underwriter.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Invitation Shares issued and/or transferred to him shall, within 14 days from the date of lodgement
of the supplementary or replacement Offer Document, notify us of this and return all documents,
if any, purporting to be evidence of title to those Invitation Shares to us, whereupon we shall,
within seven (7) days from the receipt of such notification and documents, if any, pay to him all
monies paid by him for those Invitation Shares, without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and the issue and/or transfer of those Invitation
Shares shall be deemed to be void, and he will not have any claim against us or the Manager,
Sponsor, Co-Placement Agents and the Underwriter.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the Stop Order) to our Company, directing that no or no further Shares to which this Offer
Document relates, be allotted or issued. Such circumstances will include a situation where this
Offer Document (i) contains any statement or matter which, in the Authoritys opinion, is false or
misleading, (ii) omits any information that should have been included in it under the SFA, (iii) does
not, in the Authoritys opinion, comply with the requirements of the SFA, or (iv) the Authority is of
the opinion that it is in the public interest to do so.
In the event that the Authority issues a Stop Order and applications to subscribe for the Invitation
Shares have been made prior to the Stop Order, then:
(a) where the Invitation Shares have not been issued and/or transferred to the applicants, the
applications for the Invitation Shares shall be deemed to have been withdrawn and cancelled
and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants
all monies the applicants have paid on account of their applications for the Invitation Shares;
or
(b) where the Invitation Shares have been issued and/or transferred to the applicants, the issue
of the Invitation Shares shall be deemed to be void and our Company shall, within 14 days
from the date of the Stop Order, pay to the applicants all monies paid by them for the
Invitation Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or a share of revenue or other benefit arising therefrom, and they will not have any
claims against our Company or the Manager, Sponsor, Co-Placement Agents and the Underwriter.
DETAILS OF THE INVITATION
27
This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after making all reasonable enquiries, that to the best of their knowledge
and belief, this Offer Document constitutes full and true disclosure of all material facts about the
Invitation and our Group, and our Directors are not aware of any facts the omission of which would
make any statement in this Offer Document misleading. Where information in this Offer Document
has been extracted from published or otherwise publicly available sources or obtained from a
named source, the sole responsibility of our Directors has been to ensure that such information
has been accurately and correctly extracted from these sources and/or reproduced in this Offer
Document in its proper form and context.
Neither us, the Manager, Sponsor, Co-Placement Agents and the Underwriter nor any other
parties involved in the Invitation is making any representation to any person regarding the legality
of an investment by such person under any investment or other laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice
regarding an investment in our Shares. Each prospective investor should consult his own
professional or other advisers for business, legal or tax advice regarding an investment in our
Shares.
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Invitation and, if given or made, such
information or representation must not be relied upon as having been authorised by us or the
Manager, Sponsor, Co-Placement Agents and the Underwriter. Neither the delivery of this Offer
Document and the Application Forms nor any documents relating to the Invitation, nor the
Invitation shall, under any circumstances, constitute a continuing representation or create any
suggestion or implication that there has been no change or development reasonably likely to
create any change in our affairs, conditions or prospects, or the Invitation Shares or in the
statements of fact or information contained in this Offer Document since the date of this Offer
Document. Where such changes occur and are material or are required to be disclosed by law, the
SGX-ST and/or any other regulatory or supervisory body or agency, we may make an
announcement of the same to the SGX-ST and/or the Authority and the public and if required, we
may lodge a supplementary or replacement Offer Document with the SGX-ST, acting as agent on
behalf of the Authority and will comply with the requirements of the SFA and/or any other
requirements of the SGX-ST and/or the Authority. All applicants should take note of any such
announcements and, upon the release of such an announcement, shall be deemed to have notice
of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a
promise or representation as to our future performance or policies. The Invitation Shares are
offered for subscription solely on the basis of the information contained and representations made
in this Offer Document.
This Offer Document has been prepared solely for the purpose of the Invitation and may not be
relied upon by any persons other than the applicants in connection with their application for the
Invitation Shares or for any other purposes.
This Offer Document does not constitute an offer, solicitation or invitation of the Invitation
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
unauthorised nor does it constitute an offer, solicitation or invitation to any person to
whom it is unlawful to make such offer, solicitation or invitation.
DETAILS OF THE INVITATION
28
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability during office hours, from:
PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street #21-02
Equity Plaza
Singapore 049705
UOB Kay Hian Private Limited
8 Anthony Road #01-01
Singapore 229957
DBS Vickers Securities (Singapore) Pte Ltd
12 Marina Boulevard #10-01
DBS Asia Central
Marina Bay Financial Centre Tower 3
Singapore 018982
A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Invitation will be open from [] 2013 (immediately upon the registration of the Offer
Document by the SGX-ST, acting as agent on behalf of the Authority (the Registration))
to [] 2013.
The Application List will open immediately upon the Registration on [] 2013 and will
remain open until noon on [] 2013 or for such further period or periods as our Directors
may, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter,
in their absolute discretion decide, subject to any limitation under all applicable laws and
regulations. In the event a supplementary Offer Document or replacement Offer Document
is lodged with the SGX-ST, acting as agent on behalf of the Authority, the Application List
will remain open for at least 14 days after the lodgement of the supplementary or
replacement Offer Document.
Details of the procedures for application of the Invitation Shares are set out in Appendix
J Terms, Conditions and Procedures for Application and Acceptance of this Offer
Document.
In connection with the Invitation, UOB Kay Hian, as the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager), may over-allot Shares or effect transactions
which may stabilise or maintain the market price of the Shares at levels above those that
would otherwise prevail in the open market. Such transactions may be effected on Catalist
in compliance with all applicable laws and regulations, including the SFA and any
regulations thereunder. However, there is no assurance that the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) will undertake any such stabilisation
action. Such transactions may commence on or after the Listing Date and, if commenced,
may be discontinued at any time and shall not be effected after the earlier of (i) the date
falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) or its appointed agent has bought, on
Catalist, an aggregate of [] Shares, representing 20% of the total Invitation Shares, to
undertake stabilising actions. If the Over-allotment Option is exercised in full, the total
number of issued and outstanding Shares immediately after the Invitation will be []
Shares.
DETAILS OF THE INVITATION
29
An indicative timetable on the trading of our Shares is set out below:
Indicative date/time Event
[] 2013 (immediately upon
Registration)
Commencement of Invitation
[] 2013 at 12.00 noon Close of Application List
[] 2013 Balloting of applications, if necessary (in the event of
over-subscription for the Offer Shares)
[] 2013 at 9.00 a.m. Commence trading on a ready basis
[] 2013 Settlement date for all trades done on a ready basis
The above timetable is only indicative as it assumes that the date of closing of the Application List
is [] 2013, the date of admission of our Company to the Official List of Catalist is [] 2013, the
shareholding spread requirement will be complied with and the Invitation Shares will be issued
and fully paid-up prior to [] 2013. The actual date on which our Shares will commence trading on
a ready basis will be announced when it is confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may, in
its absolute discretion, decide, including the commencement of trading on a ready basis.
In the event of any changes in the closure of the Application List or the time period during which
the Invitation is open, we will publicly announce the same:
(a) through an SGXNET announcement to be posted on the internet at the SGX-ST website at
http://www.sgx.com; and
(b) in a local newspaper(s) in Singapore.
We will provide details of the results of the Invitation (including the level of subscription for the
Invitation Shares and the basis of allocation of the Invitation Shares pursuant to this Invitation),
as soon as it is practicable after the close of the Application List through channels in (a) and (b)
above.
Investors should consult the SGX-STs announcement on ready trading date released on
the internet (at the SGX-ST website at http://www.sgx.com), or the newspapers or check
with their brokers on the date on which trading on a ready basis will commence.
We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any
application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/or
correspondence on our decision will be entertained. In deciding the basis of allotment and/or
allocation, due consideration will be given to the desirability of allotting and/or allocating the
Invitation Shares to a reasonable number of applicants with a view to establish an adequate
market for our Shares.
Where an application is rejected, the full amount of the application monies will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his
own risk within 14 Market Days (or such shorter period as the SGX-ST may require) after the close
INDICATIVE TIMETABLE FOR LISTING
30
of the Invitation (provided that such refunds are made in accordance with the procedures set out
in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer
Document).
Where an application is accepted in full or in part only, any balance of the application monies will
be refunded (without interest or any share of revenue or other benefit arising therefrom) to the
applicant, at his own risk, within 14 Market Days after the close of the Invitation (provided that
such refunds are made in accordance with the procedures set out in Appendix J Terms,
Conditions and Procedures for Application and Acceptance of this Offer Document).
Where the Invitation does not proceed for any reason, the full amount of application monies
(without interest or any share of revenue or other benefit arising therefrom) will be returned within
three (3) Market Days after the Invitation is discontinued.
INDICATIVE TIMETABLE FOR LISTING
31
THE INVITATION
The Invitation is for [] new Shares comprising [] Offer Shares and [] Placement Shares for
subscription under the Offer and the Placement respectively at the Issue Price. Concurrently but
separate from the Invitation, 25,000,000 Cornerstone Shares are being offered at the Issue Price
pursuant to the Cornerstone Subscription Agreement. Pursuant to the Management Agreement,
details of which are set out in the section entitled General and Statutory Information
Management, Underwriting and Placement Arrangements of this Offer Document, our Company
has appointed PPCF to manage and to act as full sponsor for the Listing. PPCF will receive a
management fee for its services rendered in connection with the Invitation.
Prior to the Invitation, there has been no public market for our Shares. The Issue Price is
determined by us in consultation with the Manager, Sponsor, Co-Placement Agents and the
Underwriter after taking into consideration, inter alia, prevailing market conditions and estimated
market demand for the Invitation Shares determined through a book-building process. The Issue
Price is payable in full on application.
The Invitation Shares are being offered and sold outside the United States to non-US persons
(including institutional and other investors in Singapore) in reliance on Regulation S under the US
Securities Act.
Offer Shares
The Offer Shares are made available to members of the public in Singapore for application at the
Issue Price. The terms, conditions and procedures for applications are described in Appendix J
Terms, Conditions and Procedures for Application and Acceptance of this Offer Document. In
the event that not all the Offer Shares are validly applied for as at the close of the Application List,
that number of Offer Shares not applied for shall be made available to satisfy excess applications
for the Placement Shares to the extent there are excess applications for the Placement Shares as
at the close of the Application List.
In the event of excess applications for the Offer Shares as at the close of the Application List and
full or excess applications for the Placement Shares as at the close of the Application List, the
successful applications for the Offer Shares will be determined by ballot or otherwise as
determined by our Directors, after consultation with the Manager, Sponsor, Co-Placement Agents
and the Underwriter and approved by the SGX-ST.
Placement Shares
Application for the Placement Shares may be made by way of Placement Shares Application
Forms. The terms, conditions and procedures for applications are described in Appendix J
Terms, Conditions and Procedures for Application and Acceptance of this Offer Document.
In the event that not all the Placement Shares are validly applied for as at the close of the
Application List, that number of Placement Shares not applied for shall be made available to
satisfy excess applications for the Offer Shares to the extent there are excess applications for the
Offer Shares as at the close of the Application List.
The Shares may be reallocated between the Offer and the Placement at the discretion of the
Manager, Sponsor, Co-Placement Agents and the Underwriter, following consultation with our
Company.
PLAN OF DISTRIBUTION
32
Pursuant to the Management Agreement entered into between us and PPCF and the Placement
Agreement entered into between us and PPCF, UOB Kay Hian and DBS Vickers as set out in the
section entitled General and Statutory Information Management, Underwriting and Placement
Arrangements of this Offer Document, our Company has appointed PPCF, UOB Kay Hian and
DBS Vickers as Co-Placement Agents, and the Co-Placement Agents have agreed to procure
subscriptions for the Placement Shares for a commission of [3.5]% of the Issue Price for each
Placement Share payable to us for the total number of Placement Shares successfully subscribed
for. Pursuant to the Underwriting Agreement entered into between our Company and UOB Kay
Hian, UOB Kay Hian has been appointed as Underwriter and has agreed to underwrite the Offer
Shares for a commission of [3.5]% of the Issue Price for each Offer Share underwritten. Subject
to any applicable laws and regulations, the Company agrees that the Co-Placement Agents and
the Underwriter shall be at liberty at its own expense to appoint one or more sub-placement agents
and/or sub-underwriting agents under the Placement Agreement and Underwriting Agreement
upon such terms and conditions as the Co-Placement Agents and the Underwriter may deem fit.
Subscribers of the Placement Shares may be required to pay brokerage or other similar fees of
[1.0]% of the Issue Price (and the prevailing GST thereon, if applicable) to the Co-Placement
Agents and the Underwriter or any sub-placement agent or sub-underwriting agent that may be
appointed by the Co-Placement Agents and the Underwriter.
OVER-ALLOTMENT OPTION
In connection with the Invitation, the Company has granted the Stabilising Manager the
Over-allotment Option exercisable in whole or in part, by the Stabilising Manager on one or more
occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date,
or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) or its appointed agent has bought, on Catalist, an aggregate of [] Shares, representing
20% of the total Invitation Shares, to undertake stabilising actions, to subscribe to the Additional
Shares (representing 20% of the total Invitation Shares) at the Issue Price, solely to cover the
over-allotment of the Invitation Shares, if any, subject to any applicable laws and regulations. If the
Over-allotment Option is exercised in full, the total number of issued and outstanding Shares
immediately after the Invitation will be [] Shares.
PRICE STABILISATION
In connection with the Invitation, the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) may over-allot Shares or effect transactions which may stabilise or maintain
the market price of the Shares at levels above those that would otherwise prevail in the open
market. Such transactions may be effected on Catalist in compliance with all applicable laws and
regulations, including the SFA and any regulations thereunder. However, there is no assurance
that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will
undertake any such price stabilisation action. Such transactions may commence on or after the
Listing Date and, if commenced, may be discontinued at any time and shall not be effected after
the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) has bought, on Catalist, an
aggregate of [] Shares, representing 20% of the total Invitation Shares to undertake stabilising
actions.
PLAN OF DISTRIBUTION
33
Neither our Company nor the Manager, Sponsor, Co-Placement Agents and the Underwriter
makes any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Shares. In addition, neither our
Company nor the Manager, Sponsor, Co-Placement Agents and the Underwriter makes any
representation that the Stabilising Manager will engage in such transactions or that such
transactions once commenced, will not be discontinued without notice (unless such notice is
required by law). The Stabilising Manager will be required to make a public announcement through
the SGX-ST on the cessation of the stabilising action and the amount of the Over-allotment Option
that has been exercised not later than the start of the trading day of the SGX-ST immediately after
the day of cessation of stabilising action. Please refer to the section entitled Risk Factors Risks
Relating to an Investment in our Shares Certain provisions of the Singapore Take-over Code
could have the effect of discouraging, delaying or preventing a merger or acquisition, or restricting
the Stabilising Managers ability to undertake stabilisation, which could adversely affect the
market price of our Shares of this Offer Document.
SHARE LENDING
In connection with settlement and stabilisation, the Stabilising Manager, is expected to enter into
a share lending agreement (the Share Lending Agreement) with Schroders pursuant to which
the Stabilising Manager may borrow up to [] Shares allowing the Stabilising Manager, to settle
over-allocations, if any. Any Shares that may be borrowed by the Stabilising Manager under the
Share Lending Agreement will be returned to Schroders either through the purchase of Shares in
the open market by the Stabilising Manager in the conduct of price stabilisation actions or through
exercise of the Over-allotment Option by the Stabilising Manager.
SUBSCRIPTION FOR INVITATION SHARES
To the best of our knowledge and belief, none of our Directors or Substantial Shareholders intends
to subscribe for the Invitation Shares pursuant to the Invitation. As far as we are aware, none of
our Independent Directors, the members of our Companys management or employees intends to
subscribe for more than 5.0% of the Invitation Shares in the Invitation.
To the best of our knowledge, as at the date of this Offer Document, we are not aware of any
person who intends to subscribe for more than 5.0% of the Invitation Shares in the Invitation.
However, through a book-building process to assess market demand for our Shares, there may be
person(s) who may indicate an interest subscribe for more than 5.0% of the Invitation Shares. If
such person(s) were to make an application for more than 5.0% of the Invitation Shares and are
subsequently allotted and/or allocated such number of Shares, we will make the necessary
announcements at an appropriate time. The final allotment and allocation of Shares will be in
accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of the
Rules of Catalist.
No Shares shall be issued and allotted and/or allocated on the basis of this Offer Document later
than six (6) months after the date of registration of this Offer Document by SGX-ST, acting as
agent on behalf of the Authority.
PLAN OF DISTRIBUTION
34
SELLING RESTRICTIONS
The distribution of this document or any offering material and the offering, sale or delivery of the
Invitation Shares is restricted by law in certain jurisdictions. Therefore, persons who may come
into possession of this document or any offering material are advised to consult with their own
legal advisers as to what restrictions may be applicable to them and to observe such restrictions.
This document may not be used for the purpose of an offer or invitation in any circumstances with
which such offer or invitation is not authorised.
Hong Kong
No Shares of our Company may be offered or sold in Hong Kong or offered or directed from
outside Hong Kong to any person in Hong Kong, by means of any document, other than (a) to
professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made under that ordinance; or (b) in other circumstances which do not result
in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong
Kong or which do not constitute an offer to the public within the meaning of that ordinance.
No advertisement, invitation or document relating to the Shares of our Company, which is directed
at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been
or will be issued other than with respect to such Shares which are or are intended to be disposed
of only to persons outside Hong Kong or only to professional investors as defined in the
Securities and Futures Ordinance and any rules made under that ordinance.
Sweden
This document does not constitute a prospectus according to the Financial Instruments Trading
Act (SFS 1991:980) and has not been reviewed by the Swedish Financial Supervisory Board. This
offer shall only be deemed directed to: (i) qualified investors as defined in the Securities Market
Act (SFS 2007:528), (ii) fewer than 150 natural persons or legal entities who are not qualified
investors, (iii) the general public if the offer relates to a purchase of transferable securities for a
sum equivalent to not less than EUR 100,000 for each investor, (iv) the general public if each of
the transferable securities has a nominal value equivalent to not less than EUR 100,000, or (v) the
general public if the aggregate sum which the investors shall pay during a 12-month period within
the European Economic Area does not exceed the equivalent of EUR 2.5 million.
Norway
This document does not constitute a prospectus for the purposes of Chapter 7 of the Norwegian
Securities Trading Act (implementing Directive 2003/71/EC, as amended by Directive
2010/73/EU), and has been prepared on the basis that no prospectus shall be required for any
securities to be offered under it in Norway. This document has not been approved or reviewed by
the Financial Supervisory Authority of Norway or any other Norwegian regulatory authority.
The securities mentioned in this document may not be offered in Norway, except that such
securities may be offered in Norway to:
(a) to any legal entity which is a professional investor as defined in Section 7-1 of the
Norwegian Securities Trading Regulations cf. Section 7-4 of the Norwegian Securities
Trading Act;
PLAN OF DISTRIBUTION
35
(b) to fewer than 150 natural or legal persons (other than qualified investors) as permitted under
Section 7-4 of the Norwegian Securities Trading Act;
(c) to the general public if the offer relates to a purchase of transferable securities for a sum
equivalent to not less than EUR 100,000 for each investor; or
(d) in any other circumstances falling within Section 7-4 of the Norwegian Securities Trading Act;
provided that no such offer of the securities shall result in a requirement for the publication by the
Company or any underwriter of a prospectus pursuant to the Norwegian Securities Trading Act.
United Kingdom
This Offer Document is for distribution only to persons who: (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order); (ii)
are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations etc) of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv)
are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as relevant persons). This Offer
Document is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this Offer Document
relates is available only to relevant persons and will be engaged in only with relevant persons.
United States
The Shares have not been, and will not be, registered under the US Securities Act and may not
be offered or sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act.
The Shares are being offered and sold only outside the United States in offshore transactions,
in accordance with Regulation S under the US Securities Act. Terms used in this section have the
meaning given to them by Regulation S under the US Securities Act.
INFORMATION ON THE CORNERSTONE INVESTOR
Havenport Asset Management Pte Ltd focuses on Asia Pacific equities and is headquartered in
Singapore. The investment leaders in Havenport Asset Management Pte Ltd have over 20 years
of individual experience investing in the Asia Pacific region.
INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE UNDERWRITER
In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has a
material relationship with our Company save as disclosed below and in the section entitled
General and Statutory Information Management, Underwriting and Placement Arrangements of
this Offer Document:
(a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a
Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in relation
to the Listing;
PLAN OF DISTRIBUTION
36
(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on Catalist; and
(c) pursuant to the Management Agreement and as part of PPCFs fees as the Manager and
Sponsor, our Company issued and alloted [] PPCF Shares at the Issue Price to PPCF
representing []% of the issued and paid-up share capital of our Company immediately prior
to the Invitation. After completion of the relevant moratorium period as set out in the section
entitled Shareholders Moratorium of this Offer Document, PPCF will dispose its
shareholding interest in our Company at its discretion.
PLAN OF DISTRIBUTION
37
The following summary highlights certain information found in greater detail elsewhere in this
Offer Document. Terms defined elsewhere in this Offer Document have the same meaning when
used herein. In addition to this summary, you should carefully consider all the information
presented in this Offer Document especially the section entitled Risk Factors of this Offer
Document, before deciding to invest in our Shares.
OUR COMPANY
Our Group is principally involved in the business of oil and gas exploration and production. Our
Company was incorporated as Rex International Holding Pte. Ltd. in Singapore on 11 January
2013 under the Companies Act as a private company limited by shares. On [] 2013, we were
converted into a public limited company and our name was changed to Rex International Holding
Limited in connection therewith. Upon the completion of the Restructuring Exercise, our Company
became the holding company of our Group.
BUSINESS OVERVIEW
Our concessions are located in the Middle East, Norway and the USA. We co-operate with several
partners in the development, management and operation of our concessions and licences.
Participation rights in the USA
Pursuant to the Participation and Exploration Agreement, our Company and Loyz Oil are
responsible for the implementation of a drilling plan for the 80 Commitment Wells, which are to be
drilled within a period of 24 months commencing from the date the first well was spudded, being
7 May 2013. Drilling will take place within the Colorado Concession and the North Dakota
Concession. Frams aggregate net interests in the Colorado Concession and the North Dakota
Concession span approximately 60,102 acres (243 sq km). The Colorado Concession comprises
Frams oil and gas interests in Colorado, which is primarily located in the Whitewater Federal
Production Unit in Mesa and Delta counties, geologically situated in the Piceance basins. The
North Dakota Concession comprises Frams oil and gas interests in North Dakota, located in the
Williston Basin in Renville county.
Based on the Participation and Exploration Agreement, we will receive 20% of the net revenue
derived from the drilling campaign of the 80 Commitment Wells.
On 21 March 2013, we entered into a share swap with the Fram Shareholders, pursuant to which
we hold 24% of the issued share capital in Fram. Accordingly, our Company will also share the
benefits and liabilities of our US Concessions through Fram. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more information.
Concessions rights in the Middle East
Our Middle East Concessions are held through Lime Petroleum Plc in which we hold a
shareholding interest of 65%. Lime Petroleum Plc, through its wholly-owned subsidiary, Lime
Petroleum Ltd., currently holds between 59% and 100% interests in four (4) different concessions
in the UAE and the Sultanate of Oman.
The RAK North Concession is located on the west coast of Ras al-Khaimah, an emirate of the UAE
in the east of the Persian Gulf. It is demarcated in Figure 7 of this Offer Document and covers an
area of approximately 300 sq km and encompasses the Saleh field, which has been producing oil
and gas for the past 23 years.
OFFER DOCUMENT SUMMARY
38
The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras
al-Khaimah.
The Sharjah Concession spans 1,600 sq km on the east coast of Sharjah, an emirate in the UAE.
The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east
coast of the Sultanate of Oman.
Licence rights in Norway
On 17 April 2013, Lime Petroleum Norway entered into an agreement with North Energy, a
company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its
participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration
of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace
two (2) of these licences in or around June or July 2013 with another two (2) licences of equivalent
size. Lime Petroleum Norways participating interest in each Norwegian Licence ranges from 5.0%
to 12.5%. The Norwegian Licences cover an aggregate area of approximately 2,022 sq km. We
will run traditional geological and geophysical exploration work processes and also utilise Rex
Technologies to carry out proprietary geophysical data processing on the Norwegian Licences. We
believe that this in-house processing of seismic data will be able to enhance the chances of
discovering commercial quantities of hydrocarbons in Norway.
Technologies
In respect of our oil and gas exploration activities, our Group applies Rex Technologies, a set of
proprietary and innovative exploration technologies, which provide the ability to accurately
visualise and predict the location of liquid hydrocarbons in the sub-terrain. The successful
application of Rex Technologies would result in a significantly reduced need for exploration and
appraisal drilling and shorten exploration time, accordingly, reducing the duration of, as well as the
risks and costs involved in the exploration process.
The successful utilisation of Rex Technologies is subject to, among others, obtaining accurate
primary data. We are also reliant on Rex Technology Management to continue to provide us with
the use of Rex Technologies. Please refer to the sections entitled Risk Factors Risks Relating
to our Groups Business We are reliant on Rex Technology Management to provide us with the
use of Rex Technologies, a set of proprietary and innovative exploration technologies developed
by the founders of Rex Technology Management and our Controlling Shareholder and Risk
Factors Risks Relating to our Groups Business Our accurate utilisation of Rex Technologies
is exposed to erroneous or corrupted primary data obtained from third party data providers of this
Offer Document.
Rex Technologies were developed by the founders of Rex Partners, Dr Karl Lidgren and Mr Hans
Lidgren, and comprises the following proprietary innovative exploration technologies:
(a) Rex Gravity, which is used to detect possible hydrocarbon accumulations through the use of
satellite altimetry and bathymetry to map out hydrocarbon prospects. Rex Gravity relies on
density differences between rocks which contain porosity and therefore possibly
hydrocarbons, and the surrounding non-porous rocks.
(b) Rex Seepage, which is used to verify hydrocarbon presence at sea surface through the use
of thermal imagery satellite information. Oil seepage is a natural occurrence from the sea
bed and an advanced analysis of sea surface temperature and infrared spectrum emitted
OFFER DOCUMENT SUMMARY
39
from the top ocean layer (less than 0.1mm) can indicate an increased likelihood of a
hydrocarbon reservoir in the sea bed below the ocean. As thin oil layers absorb and emit
solar energy differently from sea water without oil sheens, this difference can be detected by
satellite infrared sensors and the information can be used to create maps of hydrocarbon
leaking areas offshore.
(c) Rex Virtual Drilling, which is used to detect liquid hydrocarbon accumulations using seismic
data interpretation techniques. Seismic responses are characterised and the exact location
and formation of oil reservoirs can be pinpointed. The results provide information about the
location and depth of the oil reservoir, quality of oil and also act as a base for volumetric
calculations.
Our Group has applied Rex Technologies to our exploration activities since our incorporation.
The IP Licence Agreements
As at the Latest Practicable Date, we hold a licence to the right to use Rex Technologies, which
has been granted by Rex Technology Management under the IP Licence Agreements.
Rex Technology Management will provide the use of Rex Technologies to our Group for as long
as Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates
hold in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our
Company. The provision of Rex Technologies by Rex Technology Management to us is on terms
that are more favourable than normal commercial terms and are not prejudicial to the interests of
our Company and our minority Shareholders. Please refer to the sections entitled Interested
Person Transactions Present and On-going Interested Person Transactions IP Licence
Agreements and Appendix H Letter from the Independent Financial Adviser to the Independent
Non-Executive Directors of this Offer Document for more information.
While we believe that the use of the Rex Technologies platform will significantly enhance the
chances of success in locating hydrocarbons during the drilling operations, we cannot assure you
that Rex Technologies will consistently deliver accurate analyses and while Rex Technologies has
provided accurate results in a series of tests provided by third parties, we have yet to proof the
accuracy of Rex Technologies in our concessions and/or licences as at the date of this Offer
Document.
Please refer to the section entitled General Information on our Group Technologies of this Offer
Document for more information on the results and advantages from the use of Rex Technologies.
COMPETITIVE STRENGTHS
Location of concessions and/or licences
Our concessions and/or licences are located in politically stable countries with well-developed oil
and gas infrastructures, which can be utilised in the exploration and production of oil and gas.
Operating in a stable environment reduces any risk to our operations that may be associated with
political instability, including civil wars, coups, guerrilla activities and terrorist attacks. In addition,
our concessions have access to well-developed oil and gas infrastructures including oil and gas
pipelines that span thousands of kilometres.
OFFER DOCUMENT SUMMARY
40
Diversified portfolio
Our Groups assets are spread out over the Middle East, Norway and the USA. This allows us to
diversify our portfolio and minimise dependence on a single asset or a single jurisdiction. While
our concessions and licences are currently located in politically stable countries, a geographically
diversified portfolio spreads out any potential political or jurisdiction-related risks. Our geologically
diversified portfolio allows us to focus our operations yet also reduces our dependence on a single
asset.
Smaller financial commitments
Our Group has smaller financial commitments as compared to our peers in the exploration and
production industry. In Norway, our operations are supported by the Norwegian petroleum fiscal
system with the reimbursement of 78% of our exploration expenses every year, regardless of
success in finding oil. Our subsidiary, Lime Petroleum Plc, has by attracting investors, raised
approximately US$90 million to be used toward our exploration activities in our Middle East
Concessions. Our activities in the USA also require minimal additional financial commitments due
to our partnership with Fram and Loyz Oil, whereby we are able to operate our US Concessions
with the provision of drilling services through our joint venture with Loyz USA.
Large equity stakes to explore areas with potential
The aggregate area in which we hold rights to explore in our Middle East Concessions, Norwegian
Licences and US Concessions is approximately 21,954 sq km. Our concessions are located in
areas where there are known reservoirs of oil and gas. The UAE and Oman are among the largest
crude oil producers in the Middle East. Further, our US Concessions are proven to have oil
reserves and resources, and our Norwegian Licences are located in a region in Norway where
several oil and gas discoveries have already been made. There is potential for successful
explorations where our Group has the rights to explore. This belief is further enhanced with
positive results obtained from the use of Rex Technologies in certain of our concession and
licensed areas.
Access to Rex Technologies to assess areas for exploration
Our Group has been successful in procuring concessions in the Middle East, Norway and
participating interests in the USA mainly because of the use of Rex Technologies. The use of Rex
Technologies mitigates exploration risks by increasing the probability of discovery, thereby
enabling exploration to be completed in a shorter time frame and reducing costs involved in the
exploration process.
Strong partnerships with our strategic partners
We have partnered with Fram and Loyz Oil in relation to the US Concessions, and with Hibiscus
Petroleum and Petroci Holding in relation to Lime Petroleum Plc, our Middle East Concessions
and Norwegian Licences, and also North Energy in relation to our Norwegian Licences.
These partnerships allow us to build on our international network to source for new investment
opportunities and work with funding made available to us by our partners which are financially
strong, in turn reducing our Groups risk exposure.
OFFER DOCUMENT SUMMARY
41
Strong and experienced management team
Members of our Groups management teams have experience typically ranging from 20 years to
30 years. Our management team has extensive experience in the oil and gas industry and is
familiar with the different phases of the exploration process in different geological settings.
PROSPECTS
Production Outlook
The IEA reported that global oil production in February 2013 increased by 90 thousand bpd to 90.8
million bpd, led principally by a 150 thousand bpd increase in OPEC production. Increased Iraqi
supply was the main factor behind the growth in OPECs production gain.
Demand Outlook
IEA, in its Medium-Term Oil Market Report 2012, expects demand to grow annually at between 0.7
million bpd to 1.3 million bpd between now until 2017, with demand driven by increased utilisation
of transport fuels resulting from the continued growth in Asian markets.
While overall demand for oil is expected to increase, not least due to improving economic activity,
this is expected to be offset to some extent by a number of other factors that are expected to
impact demand for oil, such as the replacement of oil resulting from technological developments
and the dash for gas in power generation.
Oil Price Outlook
In the absence of any significant changes, both the EIA and OPEC expect, in the near-term, prices
to decline as 2015 approaches. EIA estimates that the oil price will decline to approximately
US$95/bbl by 2015. In the longer-term, however, industry commentators such as EIA, IEA and
OPEC point towards declining production from existing fields being replaced by higher cost
production, as the main reason for their assertion that prices will then steadily climb to
approximately US$165/bbl beyond 2015.
Please also refer to the sections entitled General Information on our Group Prospects and
Appendix G Industry Report of this Offer Document for further information on the prospects in
the oil and gas industry.
BUSINESS STRATEGIES AND FUTURE PLANS
Positioning as a leading independent exploration and production company
Our competitive advantage is a combination of our management teams extensive industry
experience and our use of technology to successfully identify potential reservoirs in a shorter time
and with higher accuracy, resulting in significant cost and time savings. With this advantage, we
intend to carry out more exploration work to identify new resources, proving the value of potential
reservoirs and selling the resources discovered, and to continue building and strengthening our
market position to emerge as a leading independent exploration and production company.
OFFER DOCUMENT SUMMARY
42
Increase value through seeking new concessions and/or licences
We seek to actively market our strengths and continually keep a lookout to identify attractive entry
opportunities in our industry. We aim to build a balanced portfolio with a robust mix of both
onshore and offshore exploration and production concessions and/or licences in new geographic
areas to mitigate any potential risks that may in future arise in relation to certain jurisdictions or
certain assets. We further intend to focus on acquiring under-evaluated and under-valued
concessions in geographically independent jurisdictions with favourable fiscal regimes. Our
strong partnerships with strategic investors will expose us to increased sources for new
investment opportunities and our experienced management team will be able to identify viable
growth opportunities. Our Group intends to maximise our expertise and relationships for this
purpose. Further, our Group seeks to enter into new concessions and/or licences where initial
seismic data on these concessions and/or licences is already available. This will translate into
greater cost savings for our Group as we will not need to bear the cost incurred in acquiring such
seismic data for our analyses, nor be subject to the long lead-times of acquiring such data.
Partial farm-out of ownership in concessions and/or licences to new partners
We may farm-out our ownership in certain of our concessions and/or licences to strong strategic
partners in return for funding. This will lower our risk profile and also enable us to obtain additional
funding while keeping our level of debt low, which in turn will limit our financial exposure.
Expansion through acquisitions and strategic partnerships
As part of our Groups long-term growth strategy, we may expand through acquisitions of
concessions and/or licences with potential value across the exploration and production process.
We aim to utilise Rex Technologies to identify concessions and/or licences that has the potential
to produce more than 50 million barrels of oil. This will aid us in rapid exploration decision
processes and prospect analyses. Should we carry out any acquisitions, we will do this with the
intention to develop and maximise the potential of these concessions and/or licences and grow
our business. We may also enter into strategic partnerships as we have done in relation to our US
Concessions, to work with strong corporations that can present benefits to our Group.
Future Plans
As part of our strategy, our Group intends to leverage on our access to Rex Technologies to obtain
opportunities for expansion. With our focus on identifying assets, we will continue to work with
experienced players in the industry who will lend their expertise and resources in our operations.
We seek to forge strong relationships with current partners, and to continue to approach potential
partners in new geographies with an aim for growth. Our Group has spudded our first well in our
North Dakota Concession on 7 May 2013 and intends to commence drilling in several of our
various other concessions within the next 18 months. Please refer to the section entitled General
Information on our Group Business Strategies and Future Plans of this Offer Document for such
information.
Please also refer to the section entitled General Information on our Group Business Activities
of this Offer Document for further information on the prospects and opportunities in our
concession and licence rights.
OFFER DOCUMENT SUMMARY
43
CONTACT DETAILS
Our registered office is at 80 Robinson Road, #02-00, Singapore 068898 and our principal place
of business is at 6 Raffles Quay, #20-07, Singapore 048580. Our telephone and facsimile numbers
are +65 6557 2477 and +65 6438 3164 respectively. Our companys website is www.rexih.com.
Information contained on our website does not constitute part of this Offer Document.
OFFER DOCUMENT SUMMARY
44
Our Groups financial statements are prepared in US$. The table below sets out the highest and
lowest exchange rates
(1)
between S$ and US$ for each of the six (6) completed months prior to
the Latest Practicable Date.
S$ : US$1
Month Highest
(1)
Lowest
(1)
December 2012 1.2247 1.2168
January 2013 1.2406 1.2195
February 2013 1.2454 1.2343
March 2013 1.2529 1.2367
April 2013 1.2437 1.2312
May 2013 1.2707 1.2274
Note:
(1) Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the SFA,
to the inclusion of the information extracted from the relevant reports and is therefore not liable for such information
under Sections 253 and 254 of the SFA. While we have taken reasonable actions to ensure that the information from
the relevant reports issued by Bloomberg L.P. is reproduced in its proper form and context, and that the information
is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review
of the information contained in such reports nor verified the accuracy of the contents of the relevant information.
As at the Latest Practicable Date, the closing exchange rate between S$ and US$ was S$1.2608
to US$1.
The following table sets out, for the relevant financial period and year indicated, the average and
closing exchange rates between S$ and US$. Where applicable, the exchange rates in the table
below are used for the translation of our Groups financial statements disclosed elsewhere in this
Offer Document.
S$ : US$1
Average
(1)
Closing
(1)
FP2011 1.2543 1.2966
FY2012 1.2494 1.2218
The above exchange rates have been calculated with reference to exchange rates quoted from
Bloomberg L.P. and should not be construed as representations that the S$ or US$ amounts (as
the case may be) actually represent such S$ or US$ amounts, could have been, or could be,
converted into S$ or US$ (as the case may be) at any particular rate, the rate indicated above or
at all. Our Group has included the above exchange rates in the proper form and context in this
Offer Document and has not verified the accuracy of these statements.
Note:
(1) Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the SFA,
to the inclusion of the information extracted from the relevant reports and is therefore not liable for such information
under Sections 253 and 254 of the SFA. While we have taken reasonable actions to ensure that the information from
the relevant reports issued by Bloomberg L.P. is reproduced in its proper form and context, and that the information
is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review
of the information contained in such reports nor verified the accuracy of the contents of the relevant information.
EXCHANGE RATES
45
The following summary financial information should be read in conjunction with the full text of this
Offer Document, including the sections entitled Managements Discussion and Analysis of
Results of Operations and Financial Position, the Independent Auditors Report on the Audited
Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31
December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined
Financial Information of Rex International Holding Limited and its subsidiaries for the Financial
Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012
as set out in Appendices A and B respectively of this Offer Document.
Unaudited Pro Forma Audited
(US$000) FP2011 FY2012 FP2011 FY2012
Revenue
Profit/(loss) before taxation
(1)
(1,486) (3,495) 1,815 (1,182)
Profit/(loss) for the year
(1)
(1,486) (3,495) 1,815 (1,182)
EPS (US cents)
(2)
[] [] [] []
Adjusted EPS (US cents)
(1)(3)
[] [] [] []
Notes:
(1) Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Employees Service
Agreements of this Offer Document) been in place since 1 January 2012, our loss before taxation, loss for the year
and adjusted EPS computed based on our post-Invitation share capital of [] Shares for FY2012 would have been
approximately US$[(2.0)] million, US$[(2.0)] million and [] US cents respectively.
(2) For illustrative purposes, the EPS for the financial year/period under review have been computed based on the
profit/(loss) for the financial year/period and the pre-Invitation share capital of [] Shares.
(3) For illustrative purposes, the adjusted EPS for the financial year/period under review have been computed based
on the profit/(loss) for the year/period and the post-Invitation share capital of [] Shares.
Unaudited Pro Forma Audited
(US$000)
As at
31 December 2012
As at
31 December 2012
Non-current assets 40,499 7,355
Current assets 116,808
Total assets 157,307 7,355
Current liabilities (2,227) (2,227)
Non-current liabilities
Total liabilities (2,227) (2,227)
Net assets 155,080 5,128
Total equity 155,080 5,128
NTA per Share (US cents)
(1)(2)
[] []
Notes:
(1) NTA is defined as total tangible assets less total liabilities.
(2) For illustrative purposes, the NTA per Share is computed based on the NTA and the pre-Invitation share capital of
[] Shares.
SUMMARY FINANCIAL INFORMATION
46
Invitation Size : [] Invitation Shares (subject to the Over-allotment Option) offered by
way of public offer and placement.
The Invitation Shares, upon issue and allotment, will rank pari passu
in all respects with the existing issued Shares.
Invitation Price : S$[] for each Invitation Share, payable in full on application.
The Offer : The Offer comprises a public offer by our Company to the public in
Singapore to subscribe for the [] Offer Shares at the Issue Price,
subject to and on the terms and conditions of this Offer Document.
The Placement : The Placement comprises a placement by the Co-Placement Agents
on behalf of our Company of [] Placement Shares at the Issue Price
by way of placement, subject to and on the terms and conditions of
this Offer Document.
Cornerstone Investor : Separate from the Invitation, the Cornerstone Investor has entered
into a Cornerstone Subscription Agreement with our Company to
subscribe for an aggregate of 25,000,000 Shares at the Issue Price,
conditional upon the Placement Agreement and Underwriting
Agreement having been entered into and not having been terminated
pursuant to their terms on or prior to the Listing Date.
Re-allocation : The Invitation Shares may be reallocated between the Placement and
the Offer at the discretion of the Manager, Sponsor, Co-Placement
Agents and Underwriter (in consultation with our Company).
Purpose of the Invitation : Our Directors are of the view that the listing of our Company and the
quotation of our Shares on Catalist will enhance our public image
internationally and enable us to raise funds from the capital markets
for the expansion of our business operations.
The Invitation will also provide members of the public with an
opportunity to participate in the equity of our Company. In addition, the
proceeds from the Invitation Shares and the Cornerstone Shares will
provide us with, inter alia, additional capital to finance the expansion of
our business and for general working capital of our Company.
Over-allotment Option : In connection with the Invitation, the Stabilising Manager has been
granted an Over-allotment Option by our Company exercisable in
whole or in part by the Stabilising Manager, on one or more occasions
from the Listing Date until the earlier of (i) the date falling 30 days from
the Listing Date, or (ii) the date when the Stabilising Manager or its
appointed agent has bought, on Catalist, an aggregate of [] Shares,
representing 20% of the total Invitation Shares, to undertake
stabilising actions, to subscribe to the Additional Shares (representing
20% of the total Invitation Shares) at the Issue Price, solely to cover
the over-allotment of the Invitation Shares, if any, subject to any
applicable laws and regulations. If the Over-allotment Option is
exercised in full, the total number of issued and outstanding Shares
immediately after the Invitation will be [] Shares.
THE INVITATION
47
Stabilisation : In connection with the Invitation, the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) may over-allot Shares or
effect transactions which may stabilise or maintain the market price of
our Shares at levels above those that would otherwise prevail in the
open market. Such transactions may be effected on Catalist in
compliance with all applicable laws and regulations, including the SFA
and any regulations thereunder. The number of Shares that the
Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) may buy to undertake stabilising actions, shall not exceed
an aggregate of [] Shares representing 20.0% of the total Invitation
Shares. However, we cannot assure you that the Stabilising Manager
(or persons acting on behalf of the Stabilising Manager) will undertake
any stabilising action. Such transactions may commence on or after
the Listing Date, and if commenced, may be discontinued at any time
and shall not be effected after the earlier of (i) the date falling 30 days
from the Listing Date, or (ii) the date when the Stabilising Manager or
its appointed agent has bought, on Catalist, an aggregate of []
Shares, representing 20% of the total Invitation Shares, to undertake
stabilising actions.
Listing status : Prior to the Invitation, there has been no public market for our Shares.
Our Shares will be quoted in Singapore dollars on Catalist, subject to
admission of our Company to the Official List of Catalist and
permission to deal in, and for quotation of, our Shares being granted
by the SGX-ST.
Risk Factors : Investing in our Shares involves risks which are described in the
section entitled Risk Factors of this Offer Document.
Use of Proceeds : Please refer to the section entitled Use of Proceeds and Listing
Expenses of this Offer Document for more details.
THE INVITATION
48
Issue Price [] cents
NTA
Audited NTA per Share based on the audited combined balance sheet of
our Group as at 31 December 2012 after adjusting for the Restructuring
Exercise, the conversion of the Convertible Loan, the issue of the PPCF
Shares and the issue of the Cathay Shares (the Adjusted NTA):
(a) before adjusting for the estimated net proceeds from the issue of
Invitation Shares and the Cornerstone Shares and based on our
pre-Invitation share capital of [] Shares
[] cents
(b) after adjusting for the estimated net proceeds from the issue of
Invitation Shares and the Cornerstone Shares and based on our
post-Invitation share capital of [] Shares
[] cents
Premium of Issue Price over the Adjusted NTA per Share as at
31 December 2012:
(a) before adjusting for the estimated net proceeds from the issue of the
Invitation Shares and the Cornerstone Shares and based on our
pre-Invitation share capital of [] Shares
[]%
(b) after adjusting for the estimated net proceeds from the issue of the
Invitation Shares and the Cornerstone Shares and based on our
post-Invitation share capital of [] Shares
[]%
Loss per Share
Audited net loss per Share of our Group based on the audited combined
income statements of our Group for FY2012 and our Companys pre-
Invitation share capital of [] Shares
[] cents
Audited net loss per Share of our Group based on the audited combined
income statements of our Group for FY2012 and our Companys pre-
Invitation share capital of [] Shares, assuming the Service Agreements
had been in place since 1 January 2012
[] cents
PER
Audited PER based on the Issue Price and the audited net loss per Share
of our Group for FY2012
[] times
Audited PER based on the Issue Price and the audited net loss per Share
of our Group for FY2012, assuming the Service Agreements had been in
place since 1 January 2012
[] times
ISSUE STATISTICS
49
Net Operating Cash Flow
Audited net operating cash flow per Share of our Group for FY2012 based
on our Companys pre-Invitation share capital of [] Shares
[] cents
Audited net operating cash flow per Share of our Group for FY2012 based
on our Companys pre-Invitation share capital of [] Shares, assuming the
Service Agreements had been in place since 1 January 2012
[] cents
Price To Net Operating Cash Flow
Ratio of Issue Price to audited net operating cash flow per Share for
FY2012, based on our Companys pre-Invitation share capital of []
Shares
[]
(1)
times
Ratio of Issue Price to audited net operating cash flow per Share for
FY2012, based on our Companys pre-Invitation share capital of []
Shares, assuming the Service Agreements had been in place since 1
January 2012
[]
(1)
times
Market Capitalisation
Market capitalisation based on the Issue Price and our Companys
post-Invitation share capital of [] Shares
S$[] million
Note:
(1) Not meaningful as the Group recorded losses and zero operating cash flow for FY2012.
ISSUE STATISTICS
50
Prospective investors should consider carefully, together with all other information contained in
this Offer Document, the risks described below before deciding whether to invest in the Shares.
The risks described below are not the only ones that our Group faces. Additional risks not
presently known to our Group or that our Group currently deems immaterial may also impair our
business operations. The business, financial position, results of operations and prospects of our
Group could be materially and adversely affected by any of these risks. The market price of the
Shares could decline in the event any of these risks develops into actual events, and you may lose
all or part of your investment in the Shares.
This Offer Document also contains forward-looking statements that involve risks and
uncertainties. The actual results of our Groups operations could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks
our Group faces as described below and elsewhere in this Offer Document. Please refer to the
section entitled Cautionary Note on Forward-Looking Statements. To the best of our Directors
belief and knowledge, all the risk factors that are material to investors in making an informed
judgement have been set out below.
Before deciding to invest in the Shares, prospective investors should seek professional advice
from their advisers about their particular circumstances.
RISKS RELATING TO OUR GROUPS BUSINESS
We are reliant on Rex Technology Management to provide us with the use of Rex
Technologies, a set of proprietary and innovative exploration technologies developed by
the founders of Rex Technology Management and our controlling Shareholder
We have been successful in procuring concessions in the Middle East, licences in Norway and
participating interests in the USA mainly because of our access to Rex Technologies.
Rex Technology Management has developed and currently owns three different proprietary
innovative exploration technologies, which our Directors are of the opinion that they can reduce
the exploration period and enhance the chances of success in locating hydrocarbons during
drilling operations. These technologies are:
Rex Gravity used to detect possible hydrocarbon accumulations through use of satellite
altimetry information;
Rex Seepage used to verify hydrocarbon presence at sea surface through the use of
thermal imagery satellite information; and
Rex Virtual Drilling used to detect liquid hydrocarbon accumulations using seismic data
interpretation techniques.
Through the IP Licence Agreements, Rex Technology Management has currently granted us the
use of Rex Technologies in any territory in the world save for Morocco, Mauritania, Senegal, Cape
Verde, Guinea Bissau, Gambian, Sierra Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin,
Nigeria, Cameroun, Equatorial Guinea, Gabon, Congo-Brazzaville, the Kingdom of Saudi Arabia
and the offshore areas associated with these countries, for as long as Rex Partners and its
associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates hold in aggregate, a
direct or deemed controlling interest in the issued and paid-up capital in our Company. In the event
that we breach any terms of the IP Licence Agreements or should we cease to be granted access
to the Rex Technologies, our business, results of operation and financial position may be affected.
RISK FACTORS
51
While we believe that the use of the Rex Technologies platform will significantly enhance the
chances of success in locating hydrocarbons during the drilling operations, we cannot assure you
that Rex Technologies will consistently deliver accurate analyses and while Rex Technologies has
provided accurate results in a series of tests provided by third parties, we have yet to proof the
accuracy of Rex Technologies in our concessions and/or licences as at the date of this Offer
Document. Please refer to the sections entitled General Information on our Group
Technologies and Interested Person Transactions Present and On-going Interested Person
Transactions IP Licence Agreements between Rex Technology Management and our Group of
this offer document for details on the Rex Technologies and a summary of the salient terms of the
IP Licence Agreements.
Most of our Groups concessions and/or licences are in the exploration phase and we have
yet to commence production of oil
Most of our Groups concessions and/or licences are in the exploration phase, which is also where
our main technology know-how resides. With respect to two (2) lease areas in Colorado and North
Dakota where our Company has participating interests and where there are reserves and
contingent resources, the first well out of an 80-well campaign drilled back-to-back was spudded
on 7 May 2013 and production is expected to commence as soon as sufficient exploration wells
have been drilled. Therefore, investors should note that our Company has yet to locate oil in its
concessions and/or licences. In the event that actual production in relation to these reserves and
resources in Colorado and North Dakota is delayed or should the revenue we derive from
production be insufficient to cover our operating costs, our financial position and results of
operations may be adversely affected.
We are reliant on the discovery and development of additional oil reserves and may not be
able to discover new oil reserves to maintain a commercially viable operation
Although our Company has procured concessions in the Middle East, licences in Norway and
participating interests in the USA, we must continually procure, explore for and develop new
hydrocarbon reserves. As indicated in the Qualified Persons Report, the current proved and
probable oil reserves in the Whitewater Federal Production Unit are equivalent to 20.4 MMBbl
(Current Oil Reserves). Based on the planned production schedule for our US Concessions, it
is expected that the production period of the Current Oil Reserves could exceed 30 years. Our
ability to maintain a commercially viable operation is dependent on whether we will continue to be
successful in obtaining more concessions, licences and participating interests, the discovery of
additional oil reserves, and the further development and exploration of our interests in existing
reserves and resources.
While we are continuously conducting exploration activities, there is however, no assurance that
these exploration activities will result in the discovery of new reserves. In seeking to expand our
reserve base through further exploration and development activities, we may be exposed to risks
associated with drilling as well as the geological risk that economically recoverable reserves will
not be discovered. In addition, even if a viable prospect is discovered, substantial capital
expenditure and time may be required from the initial phases of exploration until the
commencement of production during which the capital cost and economic feasibility may change.
Furthermore, actual results upon production may differ from those anticipated at the time of the
discovery.
In order to maintain oil production beyond the life of our Current Oil Reserves, other than through
acquisitions, additional reserves must be identified either to extend the life of the existing oil fields
or justify the development of new projects. In the event we are not successful in acquiring
RISK FACTORS
52
additional concessions, licences or participating interests to contract areas containing proved plus
probable reserves, our total proved plus probable reserves will decline and our production will
decline over time as our existing reserves are depleted. Consequently, our financial position and
results of operations may be adversely affected.
We have a limited operating history as a Company and as a Group
Our Group only commenced operations in 2011. As such, our Group has an operating track record
of less than two (2) years and there is limited historical information available for investors to
evaluate our business, results of operations and prospects. Our Company is a holding company
with limited direct operations other than our interests in our subsidiaries and associated
companies which hold our assets. Our Company was recently incorporated on 11 January 2013
and on 19 March 2013 and 20 March 2013, we entered into the RIH BVI Sale and Purchase
Agreement and the RII Sale and Purchase Agreement respectively. In connection with the
Restructuring Exercise to rationalise our Group structure and as part of this Restructuring
Exercise, our Company became the holding company of our Group. As such, our Company does
not have an operating history upon which investors can evaluate its future expected performance.
In particular, our results of operations for 2011 comprised only the operating results for
approximately the first 6.5 months of our operations, which encompassed the start-up phase of
our operations. Please refer to the section entitled Restructuring Exercise of this Offer Document
for details on the Restructuring Exercise. As a standalone publicly listed group, we may also face
increasing expenses in areas that include, but are not limited to, compliance with regulatory and
legal requirements and insurance. As a result of the aforesaid, our past performance may not be
a good indication of our present and future performance.
In addition, while our management and technical staff may possess the relevant experience and
expertise in oil and gas exploration and production, there is no assurance that the growth and
future performance of our Group will be successful. The failure of our Group to generate revenue
and profits from our operations could have an adverse impact on the development of and future
production from our Groups concession and/or licensed areas, which in turn could have an
adverse effect on the financial position and results of operations of our Group.
Our business is exposed to exploration, development and production risks inherent in the
oil and gas industry
The results of exploration, development and production are uncertain. While we are continuously
conducting oil and gas exploration activities, there is no assurance that such efforts will be
profitable, not only from dry wells, but from wells that are productive but do not generate sufficient
revenues to return a positive cash flow after taking into account drilling, development and
operational costs. Further, completion of a well does not guarantee a profit on the investment or
recovery of drilling, completion or operating costs. In addition, drilling hazards or damage to the
environment could significantly increase the cost of operations, and adverse field operating
conditions may affect our Companys production from successful wells. These conditions may
include delays in obtaining governmental approvals or consents, shut-ins of connected wells as
a result of unfavourable and extreme weather conditions, insufficient transportation or storage
capacity or other geological and mechanical conditions. Production delays and declines may
occur as a result of negative field operating conditions and may adversely affect our revenue and
cash flows.
Traditionally, estimates of oil reserves and resources in the subsurface are made by inferring
subsurface conditions from limited surface data such as seismic data, and wells that penetrate
only a small fraction of potential and actual reservoirs. Although we have the use of Rex
RISK FACTORS
53
Technologies, which are three different proprietary innovative exploration technologies aimed at
reducing exploration risks and allowing us to independently make relevant conclusions about the
subsurface and hydrocarbon-bearing potential of specific areas, data and inferences generated by
these technologies are by their nature, uncertain and while such uncertainties can be reduced
through the use of, among others, satellite altimetry information, thermal imagery satellite
information or additional seismic data, they cannot be eliminated.
Our oil and gas exploration, development and planned production operations involve risks usually
incident to such activities, including oil spills, blowouts and fires (each of which could result in
damage to, or destruction of, wells, production facilities or other property, or injury to persons),
geological uncertainties and unusual or unexpected rock formations and abnormal pressures,
which may result in dry holes, failure to produce oil in commercial quantities or an inability to fully
produce discovered reserves and resources. Our offshore exploration and production operations
are also exposed to hazards inherent in marine operations, such as capsizing, collision, sinking,
grounding and damage from extreme weather conditions. These hazards could result in
considerable losses to our Company due to injury and loss of life, severe damage to, or
destruction of, property and equipment, pollution and other environmental damage or suspension
of operations. The occurrence of a significant event that our Company is not fully insured against,
or the insolvency of the insurer of such event, may materially and adversely affect our financial
position, results of operations or prospects.
Our business, revenues and profits may fluctuate with changes in the prices of oil and
conditions of the global economy
We are dependent upon the prices of, and demand for oil. Even relatively modest declines in oil
prices may adversely affect our business, revenues and profits. The difference between the prices
received for the oil that we produce and the costs of exploring for, developing, producing and
selling oil will largely determine our profitability.
The price received by our Company for the sale of oil is expected to fluctuate in response to
changes in the supply of, and demand for oil in the global markets, market uncertainty, conditions
of the global economy and a variety of additional factors that are not within our control, including,
inter alia, the following:
economic conditions and political developments in the countries where we operate and in
other petroleum producing regions;
the ability of OPEC and other petroleum producing nations to set and maintain production
levels and prices;
changes in domestic and foreign government regulations;
changes to the economic sharing arrangements for revenues between our Company and the
governments of the countries where we have operations;
competition from other energy sources; and
global and regional economic conditions.
RISK FACTORS
54
There can be no assurance that the government authorities and agencies that regulate our
operations will not adopt an oil pricing policy that would adversely affect our future results of
operations and consequently, our financial performance. We expect that there may be continued
fluctuations and changes in international prices of oil in the future, and accordingly, our revenue
and profit in any financial reporting period may be subject to significant fluctuations.
Our operations are subject to various health, safety, environmental and operating risks
Due to the nature of our operations, we are exposed to various health, safety, environmental and
operating risks. Such risks may include industrial accidents, critical failures in our exploration and
production equipment, mishandling or loss of containment of dangerous substances, technical
problems, natural disasters such as fires, earthquakes or flooding, and unusual or unexpected
variations in geological conditions such as instability of the slopes and subsidence of our working
areas. Certain of these risks are beyond our control, in particular, those that are influenced by
geography, operational diversity and technical complexity of our activities at each site, or where
we do not have control over some of our operations. Please also see the section entitled Risk
Factors Risks Relating to our Groups Business We do not have control over the operations
of our contract areas of this Offer Document.
We cannot assure you that none of these risks may occur in the course of our operations. The
occurrence of any of these risks may expose us to legal or regulatory proceedings where the final
outcome is generally unpredictable. Further, any health, safety, environmental or operating issue
could potentially cause us to incur substantial costs to rectify and rehabilitate, whether required
under environmental laws and regulations or otherwise. Any such occurrence could hurt our
reputation in respect of future operational opportunities or could even result in the loss or
suspension of, among others, our licences or the termination of our agreements for our operations
in the affected concessions and/or licences, which could affect our results of operations and
financial position.
Certain of our rights may be subrogated under Shareholders Agreements which we have
entered into in respect of our subsidiaries or associated company
We and certain of our subsidiaries have entered into Shareholders Agreements in respect of our
subsidiaries, Lime Petroleum Plc, Dahan, Masirah and our associated company, HiRex, and
certain of the terms under these Shareholders Agreements limit our rights as shareholders in
these companies.
Under the terms of the Dahan Shareholders Agreement, we are restricted on the amount of
dividends that can be paid to us. The initial distributions will be paid to other shareholders first until
the equivalent amount of their initial committed capital is received. Thereafter, all distributions will
then be paid in the proportion to our respective shareholdings in Dahan. In the event of a winding
up or sale of Dahan or Lime Petroleum Plc, the respective Shareholders Agreements also
subrogate our rights to receive any surplus assets or profits or consideration proceeds, as
applicable. The Dahan Shareholders Agreement further includes an anti-dilution provision
whereby in specified events, any new investors will either receive their shares in Dahan from Lime
Petroleum Ltd., or Dahan will have to issue such number of shares to Schroders and Right Ally
Limited to maintain their existing equity proportion.
Further, while we hold a majority interest of 65% in Lime Petroleum Plc, our subsidiary, Rex South
East Asia has a 50% interest in HiRex and our subsidiary, Lime Petroleum Ltd., currently has
shareholding interests of 59% and 64% in Dahan and Masirah respectively, we may not always be
able to influence the decisions to be taken in these entities. Under the relevant Shareholders
RISK FACTORS
55
Agreements, certain board reserve matters to be made by the board of directors of these entities
require the unanimous consent of the shareholders via the nominee directors. As a result of this
joint decision making, each shareholder has an equal vote on such board reserved matters
regardless of the shareholders effective interest. Such board reserve matters include, among
others, major decisions, budgeting and operational matters, and we are reliant on the approval of
our partners in these entities in order to forward our operations in the Middle East Concessions,
Norwegian Licences and in HiRex.
Notwithstanding that parties will use reasonable endeavours to resolve matters in the best
interests of the companies, in the event a deadlock arises should any party fail to agree on board
or management matters which requires unanimous consent among shareholders, this may delay
or impede the progress of our operations in our concessions and/or licences which may have an
adverse impact on our financial position and results of operations. Please refer to the section
entitled Group Structure Shareholders Agreements of this Offer Document for more
information.
Our accurate utilisation of Rex Technologies is exposed to erroneous or corrupted primary
data obtained from third party data providers
We cannot assure you that the use of Rex Technologies will always be as accurate as what we
believe it to be because we are exposed to uncertainties and potential corruption of primary data
provided for analysis. Seismic information is provided by third-party service providers and even
though we largely verify the data obtained and work with reliable data providers, errors in the
interpretation process may arise as the data may be corrupted through man-made or natural
interferences and such distinction may be difficult to detect, resulting in the potential corruption in
the data going un-noticed. The use of erroneous or corrupted primary data could result in an
inaccurate analysis being carried out by Rex Technology Management, which would in turn affect
our performance and results of operations.
The reserves, resources and valuation data in this Offer Document are estimates based on
assumptions and may require substantial revisions as a result of future drilling, testing and
production
This Offer Document includes estimates made by our Company and verified by the Independent
Geologists of our Companys share of reserves and resources. There are various technical
uncertainties present in estimating quantities of reserves and resources, including, inter alia, the
following:
variable factors and assumptions such as historical production from our contract areas;
the quality and quantity of technical and economic data;
the prevailing oil prices;
the assumed effects of regulations by governmental agencies and future operating costs;
the production performance of our reserves and resources, including the percentage of
original oil in place to be recovered; and
considerable professional engineering, geological and geophysical judgments.
RISK FACTORS
56
Our understanding of the subsurface conditions is based on our interpretation and analysis of the
best data we have available but due to the inherent uncertainty of such interpretation, we may be
inaccurate in our conclusions.
The reserves and resources data set out in this Offer Document represents estimates only. Many
of the variable factors, assumptions and technical uncertainties involved in estimating reserves
and resources are beyond our control and may prove incorrect over time. Estimates of the
economically recoverable oil reserves in a particular contract area, classification of reserves and
resources based on risk of recovery and estimates of future net revenues expected to be
generated from such reserves, prepared by various persons or at various times, may differ greatly.
In the event actual production in relation to these reserves and resources is lower than these
estimates and/or actual future prices are materially lower or our costs are materially higher, our
revenue and therefore our financial position and results of operations will be adversely affected.
In addition, our ability to obtain bank financing depends, to a certain extent, on the value of our
reserves as verified by an independent petroleum consulting firm. As we have no control over the
results of these assessments, any downward revisions to our certified reserves may affect our
ability to obtain future banking facilities. Furthermore, any future downward revisions may also
adversely affect the book value of the contract areas recorded in our financial statements. In the
event that our reserves and resources are assessed to be less than previously recorded, our
financial position, results of operations and valuation may be adversely affected.
Our future cash flow, results of operations and financial position will be affected if we fail
to achieve our production estimates
Estimates of future production for the operations of our Group are subject to change and based
on various assumptions. The production estimates are based on, among other things, resources
and reserves estimates, assumptions regarding ground conditions and physical characteristics of
oil and estimated rates and costs of production. The production estimates are preliminary and
several assumptions are made by our Group including recovery rates and extraction efficiency.
There is no assurance that we will be able to achieve our production estimates and in such event,
the future cash flow, results of operations and financial position of our Group could be adversely
affected. Actual production may also vary from the estimates for a variety of factors as set out
below:
(a) lower than estimated recovery rate;
(b) industrial accidents;
(c) equipment failures;
(d) natural phenomena such as inclement weather conditions, floods, blizzards, droughts, rock
slides and earthquakes;
(e) encountering of unusual or unexpected geological conditions;
(f) changes in power costs and potential power shortages;
(g) shortages of principal supplies needed for operation, including fuels, equipment parts and
lubricating oil;
(h) litigation; and
RISK FACTORS
57
(i) restrictions imposed by government authorities.
The occurrence of any of the above events could result in interruptions in production, injury or
death to persons, damage to the properties of our Group, monetary losses, legal liabilities or
others. These factors may cause oil that has been extracted profitably in the past to become
unprofitable. Exploration and production operations frequently experience unexpected problems
during the initial development phase. Delays or interruptions can often occur in the initial stage of
production. As our Group is in the preliminary stage of development, it is possible that actual cash
operating costs and economic returns will differ significantly from those that are estimated. There
is no assurance that we will be able to realise the estimated recovery rate at the US Concessions
or any other oil fields operated by us in the future and in such event, the future growth prospects
and results of operations of our Group may be adversely affected.
Our actual exploration, production and operating costs may differ significantly from
projected estimates
Our exploration, production and operating costs are based on assumptions and projections with
respect to the method and timing of expenditure which, by their nature, are subject to a significant
amount of uncertainty. Accordingly, the actual expenditure and costs may differ materially from the
original projected estimates. There can be no assurance that the projections and the underlying
assumptions utilised in estimating our exploration, production and operating costs will be realised
in practice, which may adversely affect our results of operations, future cash flow and financial
condition and valuation.
We are exposed to risks related to projects under development
With respect to the Colorado Concession and North Dakota Concession where our Company has
participating interests, the first well out of an 80-well campaign drilled back-to-back was spudded
on 7 May 2013 and production is expected to commence as more wells are drilled and sufficient
flow rate are obtained. Although we own 49% of the two modern onshore drilling rigs to be utilised
in the drilling campaign and hence will be exposed to lesser risks in services provided by third
party contractors in this aspect, there are still various other risks present in developing the
reserves, including operational, geophysical, financial and regulatory risks. Future development
projects may also require our Company to commit to long-term lease arrangements. Should the
revenues we derive from these two (2) concessions be insufficient to cover our operating costs,
our financial position and results of operations and valuation may be adversely affected.
We are reliant on third party providers for the infrastructure that produces, processes and
transports oil and gas to our customers
As an oil and gas exploration and production company, we do not have ownership nor maintain
all the infrastructure that produces, processes and transports oil and gas to our customers.
Examples of such infrastructure include drilling and well completion equipment and material,
pipelines, storage tanks, separation equipment, enhanced oil recovery equipment and material,
logging equipment and products and services provided by seismic companies. Instead, we lease
such infrastructure and services from third party providers and have no control over its quality and
availability. From time to time, we may also face interruptions due to logistical complications.
RISK FACTORS
58
In the event that there is a disruption or delay in the availability of equipment and infrastructure,
sale of our products may have to be halted until the problem is rectified or until we obtain
alternative ways to deliver our products to our customers. Such alternative means, if available,
would likely result in increased costs, and may have an adverse effect on our operations, business
and profitability.
We are exposed to the risks of shortages of rigs and other relevant equipment for drilling,
work-over and production operations
Our drilling, well work-over, maintenance and production operations require use of rigs, muds and
other relevant equipment. The lack of such equipment due to a shortage in the market may delay
our drilling, appraisal or production activities and consequently our results of operations and
financial position, may be adversely affected.
We are exposed to the risks of shortages in seismic data acquisition
In order to fully leverage on our access to the Rex Technologies, we need access to seismic data.
A market shortage of seismic acquisition vessels for offshore data mining can delay the
decision-making process of our Group and effectively delay revenue generation from our
concessions and/or licences. In addition, we are subject to local regulations relating to the
acquisition of seismic data. Such regulations too, can cause a delay in our decision-making ability
and delay revenue generation from our concessions and/or licences. A delay in revenue
generation from our concessions and/or licences may adversely affect our results of operations
and financial position.
We do not have control over the operations of our contract areas
We are not the operator of our contract areas and therefore we will not have direct control of these
operations. Even though the various operators of these contract areas must exercise best
operating practices, as non-operators, we are subject to the risk of not having direct control on
their expenditure or operational activities. Further, the respective operators may take actions
which are not aligned with our operational and/or budgetary requirements. In such an event, our
results of operations could be adversely affected.
Our business development may require external financing and our ability to obtain external
financing is uncertain
In order to pursue our business strategies and future plans, we may be required to obtain external
debt and equity financing, through public or private financing or farm-out some contract areas to
support our growth, acquire new properties or develop new projects. There is no assurance that
such additional funding, if required, will be available on acceptable terms. If we are unable to
obtain additional funding, our future plans and growth may be adversely affected.
Further, if additional funds are raised via the issuance of equity or equity-linked instruments, our
Shareholders may experience a reduction in their percentage shareholdings and a dilution in EPS.
In addition, any debt financing, if available, may limit our operating flexibility as it may involve us
providing restrictive covenants that:
limit our ability to pay dividends or require us to seek consents for the payment of dividends;
increase our vulnerability to general adverse economic and industry conditions;
RISK FACTORS
59
require us to dedicate a fixed portion of our cash flow from operations to repayments of our
debt, thereby reducing the availability of our cash flow for capital expenditures, working
capital and other general corporate purposes; and
limit our flexibility in planning for, or reacting to, changes in our businesses and our industry.
While we have so far been able to borrow the funds necessary to finance our operations, any
default under loan agreements that we enter into may result in the lenders taking control of any
assets which we have provided as security and this would have a material adverse effect on our
liquidity, business and operations. Failure on our part to comply with our obligations under these
loan agreements could also result in an event of default which, if not cured or waived, will result
in repayment of outstanding indebtedness pursuant to our loan agreements and may impair our
ability to obtain further advances for our working capital purposes and the issuance of bankers
guarantees for our operations, thereby adversely affecting our business, results of operations and
financial position.
Our inability to obtain sufficient funding for our operations or development plans could adversely
affect our business, revenues, net income and cash flows.
We operate in a competitive environment and our growth is dependent on our ability to
acquire additional concessions and/or licences and obtain and/or renew the relevant
licences and permits required for our operations
Our Groups growth is dependent on, among others, our ability to negotiate additional concessions
and/or licences, and to obtain the relevant licences and permits, and the renewal of such licences
and permits, that are required for our operations.
The oil and gas industry that we operate in is competitive. Our competitors for the acquisition,
exploration, production and development of oil and gas properties in the Middle East, Norway and
the USA, include companies that possess greater financial capability, longer operating histories
and bigger teams of technical and professional staff. Our ability to successfully acquire additional
concessions, licences or participating interests or otherwise enter into new production sharing
contracts, to explore and develop reserves, to participate in drilling opportunities and to identify
and enter into commercial arrangements with customers will be contingent upon a continuation of
our relationships with our partners and our ability to select and evaluate suitable concessions
and/or licences.
In addition, we are contractually obliged to fulfil schedules under our operating agreements and
in the event that we are delayed and unable to negotiate for an extension, the licensors of the
concessions and/or licences could terminate our agreements.
In the event we are unable to identify suitable properties successfully or are unable to continue
to develop cordial relationships with our partners and compete effectively in the oil and gas
industry and manage our development plans successfully, our financial position and results of
operations will be adversely affected.
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60
Our operations are subject to risks associated with the regulatory environment in which we
operate in which includes environmental risks
The oil and gas industry is subject to regulatory risk. We may be obligated under the laws and
regulations in the regions which we operate in to meet certain standards and liabilities may be
imposed if these standards are not met. Any non-compliance by us with respect to such laws and
regulations could result in delays to our project schedules, which could also have an adverse
effect on our profit margins, results of operations and financial position.
Further, we are also governed by laws and regulations relating to environmental and safety
matters in the exploration for and development and production of oil. Some of the environmental
laws and regulations applicable to countries where we operate are significantly less developed
than those in certain developed market economies. The discharge of oil, gas or other pollutants
into the air, soil or water may result in us being liable to the governments of countries where we
operate or to third parties and may require our Company to incur costs to pay damages or remedy
such discharge. There is no assurance that environmental laws and regulations will not in the
future result in a curtailment of production or a significant increase in the costs of production,
development or exploration activities which will adversely affect our financial position and results
of operations.
There may also be new policies, laws or regulations in the regions where we operate in imposed
on businesses involved in oil and gas exploration and production which we may not be aware of
and hence fail to comply with. In such an event, we may not be able to provide services or fulfil
contracts with our customers on time or at all. Any amendment of existing laws or regulations or
enactment of new laws or regulations may also increase our costs of compliance and adversely
affecting our results of operations, financial position and valuation.
We are subject to changes in the tax rules or interpretations by the local tax authorities in
the jurisdictions that we operate in
Our operations in, amongst others, the Middle East, Norway and the USA are subject to the laws,
regulations and policies of the various jurisdictions, including routine and special audits by the
local tax authorities. Changes in the tax rules or interpretations by the local tax authorities in
relation to our operations (which may or may not have retrospective effect) may have a significant
impact on our tax exposure. While we may seek tax advice opinions from time to time in relation
to our operations, there is no assurance that a tax position adopted (with or without a tax opinion)
will not be successfully challenged by the tax authorities in the Middle East, Norway, the USA or
other jurisdictions in which we may operate in. In such an event, our Group may be exposed to
tax liabilities such as underpaid tax as well as penalties, which may adversely affect our results
of operations and financial position.
We have negative working capital for the period under review
We had negative working capital as at the end of the period under review. As such, we are subject
to the risk that our current assets will be insufficient to meet our obligations under the current
liabilities. In such event, additional capital, debt or other forms of financing may be required for our
working capital. If any of the aforesaid events occur and we do not have sufficient internal
resources and are unable for any reason, to raise additional capital, debt or other financing for our
working capital requirements, our business, operating results, liquidity and financial position will
be adversely affected. Please refer to the sections entitled Working Capital and Managements
Discussion and Analysis of Results of Operations and Financial Position Liquidity and Capital
Resources of this Offer Document for more information.
RISK FACTORS
61
The insurance policies we maintain may be inadequate to cover our assets, operations and
any loss arising from business interruptions
Our operations are subject to the different types of risks inherent in exploration, development and
production operations, many of which concern recklessness and negligence in operations and
which may cause personal injury, loss of life, severe damage to or destruction of our or others
property and environmental pollution. Any of such events may even result in suspension of
operations and the imposition of civil or criminal penalties. Our current and future insurance
policies may not, and insurance may not be commercially available to, cover all potential risks
which we may be exposed to.
We currently maintain insurance policies in the regions in which we operate. We are mandated by
local governments and regulatory authorities to comply with health, safety and environmental
standards in the course of our exploration and production activities. This may also be a
requirement imposed by certain third parties who may be our potential customers once we
commence production. Failure to comply with health, safety and environmental standards could
also result in injuries, death, damage to the environment, liability, or damage to our reputation with
us having to face potential claims from affected employees, contracted personnel or third parties.
This could have an adverse impact on our financial position as well as our reputation in the
industry. In the event any claims arise in respect of such occurrences and liability for such claims
are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses
which may adversely affect our business, results of operations and financial position. We may also
have to incur additional expense towards paying higher insurance premiums for mitigating our
overall risks, should we make such claims on our insurance policies or if the laws and regulations
or requirements of our customers are significantly more complex than normal.
Although we have not received any notices of any breach of such rules and regulations or
encountered any termination of concessions, licences or participating interests as a result of
non-compliance with rules set by local governments and regulatory authorities to-date, any
incidents, accidents or fatalities due to failure to comply with standards adopted by us or other
internationally recognised professional bodies may result in either the termination of our existing
concessions, licences or participating interests, us not being awarded new concessions, licences
or participating interests, regulatory authorities imposing fines, penalties or sanctions on us, or
prohibiting us from continuing our operations, each of which could have an adverse effect on our
business and results of operations.
We may be affected by severe weather conditions and natural disasters
As some of our operations are performed offshore, our business is generally susceptible to
weather and environmental conditions in the regions in which we operate, in particular the
Norwegian Continental Shelf and the Persian Gulf regions. Offshore operations during periods
where the weather conditions in the relevant regions are adverse or unfavourable are usually
suspended. Accordingly, if we are not able to source for projects in alternative regions during such
adverse weather periods, our operations and utilisation of assets, and consequently our results of
operations and financial position, may be adversely affected.
Even during a normal working season in a particular region, adverse weather conditions or
adverse site conditions such as strong currents, rough sea states, zero visibility and extreme sea
bed conditions may occur which may result in lower productivity and delays. Where such
contingencies have not been taken into account, we may encounter cost overruns due to the
delays and/or may have to mobilise additional resources or personnel which could have an
adverse impact on our margins.
RISK FACTORS
62
Additionally, adverse weather conditions may affect the collection of seismic data by our suppliers.
This could delay the timing as to when we are able to obtain specific seismic data we require for
analysis in order to determine the areas to drill and carry on our operations.
We are exposed to the risks of shortages of qualified personnel and are reliant on our
partners to retain and recruit skilled personnel and professional staff
Our partners that carry out management and operations in our concessions, such as Hibiscus
Oilfield, Fram Operating and North Energy, will require highly-skilled personnel and professional
staff to provide technical and engineering services for exploration and the subsequent potential
development and production of hydrocarbon reserves and resources. Even when we retain
non-operating interests, we require skilled personnel to monitor the activities of our operators.
With high demand for experienced geoscientists and petroleum engineers, shortages of qualified
personnel may develop from time to time. These shortages could result in our partners losing
qualified personnel to our competitors in the same industry, many of which possess greater
resources. Further, these shortages could impair our partners ability to attract, train and retain
qualified personnel for new or existing projects, resulting in a reduction of our capacity to
undertake further projects, impair the timeliness and quality of our work and create upward
pressure on personnel costs, all of which could adversely affect our operations, results and
growth.
Further, our Groups success has been, to a significant extent, due to the collective efforts of our
Executive Directors and Executive Officers who have built the business of our Group and have
been instrumental in the development of our Group. Consequently, the loss of the services of any
of our key personnel without timely suitable replacement, or the inability to attract and retain
qualified personnel, could have a material and adverse effect on our Group and our ability to
expand.
We are exposed to foreign exchange risks
Our revenue, operating expenses and purchases are denominated in various local currencies,
including, among others, US$, NOK and GBP.
To the extent that our revenue and purchases are not sufficiently matched in the same currency
and to the extent that there are timing differences between collection and payments, we will be
exposed to any adverse fluctuations in the exchange rates between the various currencies,
especially in longer-term contracts where it would be harder to minimise negative effects of
mid-to-long-term changes in foreign exchange rates as compared to short-term fluctuations.
Although we currently do not engage any hedging policy with respect to foreign exchange
exposures, we will monitor closely our exposure to foreign exchange risks and will consider
hedging any material foreign exchange exposure should the need arise. In the event we are
unable to effectively hedge our foreign currency exposure, the financial condition and results of
operations of our Group may be adversely affected.
Terrorist activities and other acts of violence or war could adversely affect our financial
condition, results of operations and prospects
Terrorist attacks and other acts of violence or war may adversely affect financial markets globally
or our operations directly. These acts could also cause a loss of business confidence and
ultimately affect our business. In addition, the occurrence of any such activities in the countries
RISK FACTORS
63
in which we operate, or neighbouring countries in the Middle East or Europe, might raise concern
about the stability in the region, which could adversely affect our financial condition, results of
operations and prospects.
RISKS RELATING TO THE COUNTRIES IN WHICH WE OPERATE
The performance of our overseas operations may be adversely affected by political and
social uncertainties
Our operations are outside of Singapore and we have procured concessions in the Middle East,
licences in Norway and participating interests in the USA. We expect to begin deriving revenue
from the Colorado Concession and the North Dakota Concession where our Company has
participating interests once production commences in 2013.
Any potential political and social instability or changes in the political landscape in the countries
that we operate or intend to operate in may adversely affect the local economic and market
conditions and our operations, in which event our business and financial performance will be
adversely affected.
We are subject to governmental regulations relating to the oil and gas industry and
government approvals for the extension of the term of exploration and development of
certain contract areas
The governments of the countries in which we operate have exercised and are expected to
continue to exercise considerable influence over many aspects of their respective economies,
including the oil and gas industry. Any governmental action concerning the oil and gas industry
such as a change in oil or gas pricing policy, expropriation, nationalisation, renegotiation or
nullification of existing concessions, licences and contracts, taxation policies, foreign exchange
and repatriation restrictions and currency controls could have a material adverse effect on us.
Further, there is no assurance that these governments will not postpone or review projects or will
not make any changes to government policies which, in each case, could adversely affect our
financial position, results of operations or prospects.
For contract areas under which we have concessions, licences or participation rights, once
commercial production has been established and/or exploration success is achieved, we are
required under the terms of the participation and exploration agreements, production sharing
agreements, licences and concessions to apply for contractual extensions periodically so that we
have sufficient time to explore and develop the relevant area. Approvals of such extensions are
based on the fulfilment of our work program. In the event that we are not able to fulfil our work
program obligations on our contract areas or are in breach of the participation and exploration
agreements, production sharing agreements, licences or concessions, we may not be granted
extensions on the terms of these contract areas which may have an adverse effect on our financial
position and results of operations.
We may be subject to sovereign immunity risk in some of the countries where we have
operations
Some of the countries in which we operate have constitutions and laws which entrench and vest
all the rights over their natural resources in the state, including its oil and gas resources, which
are regarded as sovereign state assets. These countries have also established state-owned
entities which enter into commercial contracts with exploration and production companies such as
ourselves in relation to the exploration, development and production of oil and gas resources.
RISK FACTORS
64
Accordingly, the reservoirs discovered within our contract areas are all ultimately owned by the
state and we only have contractual rights of exploration, development and production. As our
contracts are with state-owned entities, in the event of a dispute, it is uncertain if these
state-owned entities will be able to invoke the principles of sovereign immunity. If such immunity
is invoked, the enforcement of our rights may be limited and our financial position, results of
operations and prospects may be adversely affected.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
Controlling interest owned by Rex Commercial may limit your ability to influence the
outcome of decisions requiring the approval of Shareholders
Rex Commercial will own approximately []% of our enlarged issued share capital following the
completion of the Invitation (assuming the Over-allotment Option is exercised in full). Accordingly,
Rex Commercial will be capable of significantly influencing our Groups affairs and business which
require Shareholders approval, including the election of directors and the approval of certain
corporate transactions including mergers and acquisitions. Rex Commercial owns a sufficient
number of Shares to pass a proposed ordinary resolution of Shareholders by their affirmative
votes on a poll or to defeat a proposed ordinary resolution of Shareholders by their negative votes
on a poll. This concentration of ownership could potentially delay or prevent a change in control
of our Group or may otherwise discourage a potential acquirer from attempting to gain control of
our Group at a premium over the then current market price of our Shares.
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a
sponsor-supervised listing platform designed primarily with emerging, fast-growing and smaller
companies in mind to which a higher investment risk tends to be attached as compared to larger
or more established companies. An investment in shares quoted on Catalist may carry a higher
risk than an investment in shares quoted on the Main Board of the SGX-ST. The future success
and liquidity in the market of our Shares cannot be guaranteed.
Future issue of Shares by us and sale of Shares by our existing Shareholders could
adversely affect the Share price
Any future issue of Shares by us and sale of Shares by our existing Shareholders may create a
downward pressure on our Share price. The issue or sale of a significant amount of Shares in the
public market after the Invitation, or the perception that such issues or sales may occur, could
materially affect the market price of the Shares. These factors also affect our ability to issue or sell
additional equity securities. Except as otherwise described in the section entitled Shareholders
Moratorium of this Offer Document, there will be no restriction on the ability of the Controlling
Shareholders to sell their Shares either on Catalist or otherwise.
No prior market for the Shares
Prior to this Invitation, there has been no public market for the Shares. The Issue Price may not
be indicative of the market price for the Shares after the completion of this Invitation. We have
applied to the SGX-ST for the listing and quotation of the Shares on the Catalist, the
sponsor-supervised board of the SGX-ST. However, no assurance can be given that an active
trading market for the Shares will develop or, if developed, will be sustained.
RISK FACTORS
65
Our Share price may fluctuate following this Invitation
The market price of the Shares may fluctuate due to, among others, the following factors, some
of which are not within our control:
variations in our results of operation;
results of our exploration and development programs;
success or failure of our management team in implementing business and growth strategies;
changes in securities analysts estimates, recommendations or perceptions of our financial
performance;
announcements by us of significant acquisitions, strategic alliances or joint ventures;
additions or departures of key personnel;
changes in the S$ against foreign currencies such as the US$, NOK and GBP;
changes in the price of oil traded on international markets;
broad fluctuations in stock market prices and volume;
changes in market valuations and share prices of listed companies with similar businesses
to us;
involvement in litigation; and
changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors.
New investors will incur immediate dilution and may experience further dilution
Our Issue Price of [] cents per Share is substantially higher than our Groups NTA per Share of
[] cents based on the post-Invitation issued share capital. If we were liquidated immediately
following this Invitation, each investor subscribing to this Invitation would receive less than the
price paid for their Shares. We also intend to grant options under the Share Option Scheme and
issue share awards under the Performance Share Plan. To the extent that Award Shares are
issued pursuant to the grant of share awards and issuance of new shares pursuant to the exercise
of the share options, there will be further dilution to investors in this Invitation. Please refer to the
section entitled Dilution of this Offer Document for further details.
Investors may not be able to participate in future rights issues or certain other equity
issues of our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue.
However, in electing to conduct a rights issue or certain other equity issuances, we will have the
discretion and may also be subject to certain regulations as to the procedures to be followed in
making such rights available to Shareholders or in disposing of such rights for the benefit of such
Shareholders and making the net proceeds available to them. In addition, we may not offer such
RISK FACTORS
66
rights to our existing Shareholders having an address in jurisdictions outside of Singapore.
Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and
may experience dilution in their shareholdings as a result.
Certain transactions may dilute the ownership of holders of our Shares
As a result of adjustments from rights issues, certain issuances of new Shares and certain other
actions we may undertake to reorganise our capital structure, Shareholders may experience a
dilution in their ownership of our Shares. There can be no assurance that we will not take any of
the foregoing actions, and such actions in the future may adversely affect the market price of our
Shares.
Negative publicity which includes those relating to any of our Directors, Executive Officers
or Substantial Shareholders may adversely affect our Share price
Negative publicity or announcements relating to our Group and any of our Directors, Executive
Officers or Substantial Shareholders may adversely affect the market perception or the price
performance of our Share, whether or not it is justified. Examples of these include unsuccessful
attempts in joint ventures, acquisitions or takeovers, or involvement in insolvency proceedings.
As a significant portion of our operations and assets are located outside Singapore,
investors may find it difficult to enforce a Singapore judgment against our Group or
management
A significant portion of our Groups operations and assets are located outside Singapore.
Accordingly, Shareholders may face difficulties in effecting service of process in Singapore if they
intend to make a claim against our Group, or to carry out the enforcement of a Singapore judgment
against the assets of our Group.
Certain provisions of the Singapore Take-over Code could have the effect of discouraging,
delaying or preventing a merger or acquisition, or restricting the Stabilising Managers
ability to undertake stabilisation, which could adversely affect the market price of our
Shares
The Shares are subject to the Singapore Take-over Code. The Singapore Take-over Code
contains provisions that may delay, deter or prevent a future take-over or change in control of our
Company. Under the Singapore Take-over Code, any person acquiring an interest, either
individually or together with parties acting in concert, in 30% or more of the Shares may be
required to extend a take-over offer for the remaining Shares in accordance with the Singapore
Take-over Code. A take-over offer is also required to be made if a person holding between 30%
and 50% inclusive of the voting rights in our Company, either individually or in concert, acquires
more than 1% of the Shares in any 6-month period. While the Singapore Take-over Code seeks
to ensure an equality of treatment among Shareholders, its provisions could substantially impede
the ability of Shareholders to benefit from a change in control and, as a result, may adversely
affect the market price of the Shares and the ability to realise any potential change of control
premium.
RISK FACTORS
67
USE OF PROCEEDS
The estimated net proceeds to be raised by our Company from the Invitation and the issue of the
Cornerstone Shares, after deducting the aggregate estimated cash expenses in relation to the
Invitation of approximately S$[] million, will be approximately S$[] million. If the Over-allotment
Option is exercised in full, the net proceeds from the Invitation and the issue of the Cornerstone
Shares, after deducting the aggregate estimated cash expenses in relation to the Invitation of
approximately S$[] million, will be approximately S$[] million.
We intend to use our gross proceeds from the issue of the Invitation Shares and the Cornerstone
Shares in the following manner (assuming the Over-allotment Option is not exercised):
Use of proceeds
Amount
(S$000)
Estimated amount
for each dollar
raised by our
Company
(cents)
As a percentage of
the gross proceeds
to be raised by us
from the issue of
the Invitation
Shares and the
Cornerstone Shares
(%)
Investment in new oil and gas
opportunities [] [] []
Drilling in Middle East
Concessions [] [] []
Drilling in Norwegian Licences [] [] []
Repayment of loan to
Rex Partners
(1)
[] [] []
General working capital [] [] []
Listing expenses to be borne by
our Company [] [] []
Total [] [] []
Note:
(1) The loan granted to us by Rex Partners is an interest-free loan and will be repaid upon the successful Listing of our
Company. Please refer to the section entitled Interested Person Transactions Present and On-going Interested
Person Transactions Loan provided by Rex Partners to our Group of this Offer Document for information on the
loan.
Should the Over-allotment Option be exercised, such proceeds shall be used toward our general
working capital purposes.
Further details of our use of proceeds may be found in the section entitled General Information
on our Group Business Strategies and Future Plans of this Offer Document.
The abovementioned represents the best estimate of our allocation of the net proceeds of the
Invitation and from the issue of the Cornerstone Shares based on our current plans and estimates
regarding our anticipated expenditures. Our actual expenditures may vary from our estimates
and we may find it necessary or advisable to reallocate the net proceeds for other purposes. In
the event we decide to reallocate the net proceeds for other purposes, we will publicly announce
our intention to do so through a SGXNET announcement on the SGX-ST website at
http://www.sgx.com. Additionally, our Company will make periodic announcements on the use of
USE OF PROCEEDS AND LISTING EXPENSES
68
proceeds from the Invitation as and when the proceeds are materially disbursed, and provide a
status report on the use of the proceeds attributable to our Company in relation to the Invitation
in our annual reports.
Pending the deployment of the net proceeds from the issue of Invitation Shares and the issue of
the Cornerstone Shares as aforesaid, the funds will be placed in short-term deposits or money
market instruments, as our Directors may, in their absolute discretion, deem fit.
Our Directors are of the opinion that there is no minimum amount which must be raised by the
Invitation.
LISTING EXPENSES
The estimated expenses payable by our Company in connection with the Invitation, the issue of
the Cornerstone Shares and the application for Listing, including the underwriting and placement
commission, management fees, legal and audit fees, fees payable to the SGX-ST and all other
incidental expenses relating to the Invitation are estimated to amount to approximately S$[]
million. For each Singapore Dollar of the proceeds from the Invitation and the issue of the
Cornerstone Shares, approximately S$[] will be used to pay for expenses incurred in connection
with the Listing and the issuance of the Cornerstone Shares. The breakdown of the expenses is
as follows:
Expenses borne by our Company
(1)(2)
Amount
(S$000)
As a percentage of
the gross proceeds
from the Invitation
and the issue of the
Cornerstone Shares
(%)
Listing and application fees 59 []
Professional fees
(3)
4,779 []
Underwriting and placement commission
(4)
[] []
Miscellaneous expenses 134 []
Total [] []
Notes:
(1) The expenses set out are inclusive of 7.0% goods and services tax.
(2) The aggregate estimated listing expenses of approximately S$[] million will be charged to the share capital of the
Company.
(3) The professional fees include the management fee of S$1,250,000 payable to the Manager and Sponsor pursuant
to the Management Agreement which will be satisfied in full by the issue and allotment of [] Shares at the Issue
Price to PPCF representing approximately []% of the enlarged issued and paid-up share capital of our Company
prior to the Invitation. Please refer to the section entitled Shareholders of this Offer Document for further details.
Cathay Ltd., a consultancy firm, will also receive a consultancy fee of S$1,500,000 payable upon the successful
Listing, which will be satisfied in full by the issue and allotment of [] Shares at the Issue Price to Cathay Ltd.,
representing approximately []% of the enlarged issued and paid-up share capital of our Company prior to the
Invitation.
(4) The amount of underwriting and placement commission per Invitation Share is [3.5]% of the Issue Price payable for
each Invitation Share. Please refer to the section entitled General and Statutory Information Management,
Underwriting and Placement Arrangements of this Offer Document for further details.
USE OF PROCEEDS AND LISTING EXPENSES
69
In the event the Over-allotment Option is exercised, we will pay UOB Kay Hian a commission of
[3.5]% and such professional fees and expenses incurred in connection with the subscription of
the Additional Shares.
Subscribers of the Invitation Shares may be required to pay brokerage or other similar fees of
1.0% of the Issue Price (and the prevailing GST thereon, if applicable) to the Co-Placement
Agents and the Underwriter or any sub-placement agent or sub-underwriting agent that may be
appointed by the Co-Placement Agents and the Underwriter.
USE OF PROCEEDS AND LISTING EXPENSES
70
Our Company was incorporated on 11 January 2013 and has not declared or paid any dividends
since its incorporation. Our subsidiaries have also not declared or paid any dividends in FP2011
and FY2012 respectively.
We do not have a fixed dividend policy. The form, frequency and amount of future dividends on
our Shares will depend on our earnings, general business and financial position, results of
operations, capital requirements, cash flow, and other factors which our Directors may deem
appropriate. Therefore, there can be no assurance as to the amount or timing of dividends paid
in the future, and whether any dividends will be paid at all.
Subject to our Articles of Association and in accordance with the Companies Act, our Company
may declare an annual dividend subject to the approval of our Shareholders in a general meeting
but no dividend or distribution shall be declared in excess of the amount recommended by our
Directors. Subject to our Articles of Association and in accordance with the Companies Act, our
Directors may also from time to time declare an interim dividend without the approval of our
Shareholders. Our Company must pay all dividends out of our profits. In addition, our Company
is a holding company and depends on the receipt of dividends and other distributions from our
subsidiaries and associated companies to pay the dividends on our Shares. Our subsidiary,
Dahan, is restricted from paying us distributions until the equivalent amount in distributions of the
initial committed capital provided by its other shareholders are first distributed to them. Please
refer to the section entitled Group Structure Shareholders Agreements of this Offer Document
for more information.
Our foreign subsidiaries will declare and pay cash dividends to our Company, if any, in US Dollars.
Depositors who hold Shares through CDP will receive dividends from our Company in Singapore
Dollars. CDP will make the necessary arrangements to convert the dividends received from our
Company into Singapore Dollars equivalent at such foreign exchange rate as CDP may determine
for onward distribution to such Depositors entitled thereto. Neither our Company nor CDP will be
liable for any loss howsoever arising from the conversion of the dividend entitlement of Depositors
holding their Shares through CDP from into the Singapore Dollar equivalent.
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on
each Shareholders Shares, unless the rights attached to an issue of any Shares provides
otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend
payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect
of that payment.
Information relating to taxes payable on dividends is set out in the section entitled Taxation of
this Offer Document.
DIVIDEND POLICY
71
Our Company (company registration number 201301242M) was incorporated in Singapore on 11
January 2013 under the Companies Act as a private company limited by shares, under the name
of Rex International Holding Pte. Ltd.. Our Company was converted into a public limited
company on [] 2013 and the name of our Company was changed to Rex International Holding
Limited in connection with the conversion.
Our issued and paid-up share capital as at the date of incorporation was S$1.00, comprising
one (1) Share. As at the Latest Practicable Date, our issued and paid-up share capital was
S$41,481,095.38 comprising 740,792,531 Shares.
At an extraordinary general meeting held on 24 June 2013, our Shareholders approved, inter alia,
the following:
(a) the conversion of our Company into a public limited company and the change of our name
to Rex International Holding Limited;
(b) the adoption of a new set of Articles of Association;
(c) the allotment and issue of the Invitation Shares which are the subject of the Invitation, the
Cornerstone Shares pursuant to the Cornerstone Subscription Agreement, the PPCF Shares
in part satisfaction of PPCFs management fee as Manager and Sponsor, the Cathay Shares
in satisfaction of consultancy fees to Cathay Ltd. as our consultant and the Additional Shares
pursuant to the Over-allotment Option, which when allotted, issued and fully-paid, will rank
pari passu in all respects with the existing Shares;
(d) the adoption of the Performance Share Plan and the Share Option Scheme and the
authorisation of our Directors, pursuant to Section 161 of the Companies Act, to allot and
issue Shares upon the grant of Awards under the Performance Share Plan and the exercise
of Options granted under the Share Option Scheme;
(e) the approval of the listing and quotation of all the issued Shares (including the Invitation
Shares to be allotted and issued pursuant to the Invitation, the Additional Shares, the
Cornerstone Shares, the PPCF Shares, the Cathay Shares, the Award Shares and Option
Shares) on Catalist;
(f) the authorisation to our Directors, pursuant to Section 161 of the Companies Act and by way
of ordinary resolution in a general meeting, to:
(A) (i) issue Shares whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, Instruments) that
might or would require Shares to be issued during the continuance of this authority
or thereafter, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures, convertible securities or other instruments
convertible into Shares; and/or
(iii) notwithstanding that such authority may have ceased to be in force at the time that
Instruments are to be issued, issue additional Instruments arising from
adjustments made to the number of Instruments previously issued in the event of
rights, bonus or other capitalisation issues,
at any time and upon such terms and conditions and for such purposes and to such
persons as our Directors may in their absolute discretion deem fit; and
SHARE CAPITAL
72
(B) issue Shares in pursuance of any Instrument made or granted by our Directors pursuant
to (A)(ii) and/or (A)(iii) above, while such authority was in force (notwithstanding that
such issue of Shares pursuant to the Instruments may occur after the expiration of the
authority contained in this resolution), provided that:
(i) the aggregate number of Shares to be issued pursuant to such authority (including
the Shares to be issued in pursuance of Instruments made or granted pursuant to
this authority but excluding Shares which may be issued pursuant to any
adjustments (Adjustments) effected under any relevant Instrument, which
Adjustment shall be made in compliance with the provisions of the Rules of
Catalist for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Articles of Association of our Company for the time being),
shall not exceed 100% of the post-Invitation issued share capital excluding
treasury shares, and provided further that the aggregate number of Shares to be
issued other than on a pro-rata basis to Shareholders (including Shares to be
issued in pursuance of Instruments made or granted pursuant to such authority but
excluding Shares which may be issued pursuant to any Adjustments effected
under any relevant Instrument) shall not exceed 50% of the post-Invitation issued
share capital excluding treasury shares;
(ii) in exercising such authority, our Company shall comply with the provisions of the
Rules of Catalist for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of our
Company; and
(iii) unless revoked or varied by our Company in general meeting by ordinary
resolution, the authority so conferred shall continue in force until the conclusion of
the next annual general meeting of our Company or the date by which the next
annual general meeting of our Company is required by law to be held, whichever
is the earlier.
(g) that without prejudice to the generality of, and pursuant and subject to the approval of the
general mandate to issue Shares set out in (e) above, any Director be and is hereby
authorised to issue Shares other than on a pro-rata basis to the Shareholders, at a discount
not exceeding 10.0% of the weighted average price of the Shares for trades done on the
SGX-ST for the full Market Day on which the placement or subscription agreement is signed
(or if not available, the weighted average price based on the trades done on the preceding
Market Day up to the time the placement or subscription agreement is signed), at any time
and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit, provided that,
(i) in exercising such authority so conferred in this paragraph (f), the Company shall
comply with the provisions of the Rules of Catalist for the time being in force (unless
such compliance has been waived by the SGX-ST) and the Articles of Association for
the time being of the Company; and
(ii) unless revoked or varied by the Company in general meeting, the authority so conferred
in this paragraph (f) shall continue in force until the conclusion of the next annual
general meeting of our Company or the date by which the next annual general meeting
of our Company is required by law to be held, whichever is earlier.
SHARE CAPITAL
73
For the purpose of this resolution and pursuant to Rule 806(3) and 806(4) of the Rules of Catalist,
post-Invitation issued share capital shall mean the total number of Shares of our Company
(excluding treasury shares) immediately after the Invitation, after adjusting for (i) new Shares
arising from the conversion or exercise of any convertible securities; (ii) new Shares arising from
exercising share options or vesting of share awards outstanding or subsisting at the time such
authority is given, provided the options or share awards were granted in compliance with the Rules
of Catalist; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares.
As at the date of this Offer Document, there is only one (1) class of shares in the capital of our
Company, being the Shares. A summary of our Articles of Association relating to, among others,
the voting rights of our Shareholders is set out under Appendix C Summary of Selected Articles
of Association of our Company of this Offer Document. There is no founder, management,
deferred or unissued Shares reserved for issuance for any purpose. The Invitation Shares shall
have the same interest and voting rights as our existing Shares that were issued prior to this
Invitation and there are no restrictions to the free transferability of our Shares.
As at the date of this Offer Document, the issued and paid-up share capital of our Company is
S$[] comprising [] Shares. Upon the allotment and issue of the Invitation Shares, the resultant
issued and paid-up share capital of our Company will be increased to S$[] comprising [] Shares.
No person has, or has the right to be given, an option to subscribe for or purchase any securities
of our Company, our subsidiaries or our associated companies. As at the Latest Practicable Date,
no option to subscribe for Shares in our Company has been granted to, or was exercised by, any
of our Directors or Executive Officers.
Details of changes in our issued and paid-up ordinary share capital since incorporation and the
resultant issued and paid-up share capital immediately after the Invitation are as follows:
Number of
Shares
Issued and paid-up
share capital
(S$)
Issued and fully paid Shares as at the incorporation of
our Company
1 1.00
Issue of new Shares pursuant to the acquisition of
Rex International Investments
638,999,999 638.00
Issue of new Shares pursuant to the investment
in Fram
101,792,531 41,480,456.38
Issued and paid-up share capital immediately after
the Restructuring Exercise
740,792,531 41,481,095.38
Conversion of the Convertible Loan [] []
Issue of PPCF Shares [] []
Issue of Cathay Shares [] []
Issued and paid-up share capital immediately before
the Invitation
[] []
Invitation Shares issued pursuant to the Invitation [] []
(1)
Post-Invitation issued and paid-up share capital [] []
Note:
(1) This value takes into account the capitalisation of the aggregate estimated listing expenses of approximately S$[9.2]
million.
SHARE CAPITAL
74
Save as disclosed above, there were no changes in the issued and paid-up ordinary share capital
of our Company since incorporation.
Please refer to the section entitled General and Statutory Information Share Capital of this
Offer Document for details of changes in the issued and paid-up capital of our Group within the
three (3) years preceding the Latest Practicable Date.
The issued share capital and the Shareholders equity of our Company (a) as at incorporation; (b)
as at 30 April 2013; (c) after the Restructuring Exercise including the conversion of the Convertible
Loan and issue of the PPCF Shares and the Cathay Shares; and (d) after adjustments to reflect
the issue of the Invitation Shares pursuant to the Invitation and the issue of the Cornerstone
Shares are set out below. This should be read in conjunction with the section entitled
Independent Auditors Report on the Audited Combined Financial Statements of Rex International
Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December
2011 and the Financial Year Ended 31 December 2012, and the Reporting Accountants Report
on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited
and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the
Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively of this
Offer Document.
As at
incorporation
As at 30 April
2013
After the
Restructuring
Exercise, the
conversion of the
Convertible Loan
and the issue of
the PPCF Shares
and the
Cathay Shares
After the
Invitation and
issue of
Cornerstone
Shares
Issued and fully paid-up
Shares 1 740,792,531 [] []
Issued and fully paid-up
share capital (S$) 1.00 41,481,095 [] []
(1)
Merger reserve (S$) 5,097,850 5,097,850 5,097,850
Capital reserve (S$) 1,315,977 1,315,977 1,315,977
Retained earning (S$) (847,605) (847,605) (847,605)
Total Shareholders equity
(S$) 1.00 47,047,318 [] []
Note:
(1) This value takes into account the capitalisation of the aggregate estimated listing expenses of approximately S$9.2
million.
SHARE CAPITAL
75
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77
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights
from the Shares which are the subject of the Invitation.
As at the Latest Practicable Date, our Company has only one (1) class of shares. There is no
restriction on the transfer of fully paid Shares in scripless form except where required by law or
the Rules of Catalist.
There has been no public takeover offer by a third party in respect of our Shares or by our
Company in respect of the shares of another corporation or units of business trust which has
occurred between the date of the incorporation of our Company to the Latest Practicable Date.
There are no Shares in our Company that are held by or on behalf of our Company or by the
subsidiaries of our Company.
Our Directors are not aware of any arrangement the operation of which may, at a subsequent date,
result in a change in control of our Company.
Save as disclosed above and in the sections entitled Restructuring Exercise and Share Capital
of this Offer Document, no shares or debentures were issued or agreed to be issued by our
Company for cash or for a consideration other than cash since the date of incorporation of our
Company and up to the date of lodgement of this Offer Document.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise
of this Offer Document, there were no significant changes in the percentage of ownership of our
Directors and Substantial Shareholders in our Company between the date of incorporation on
11 January 2013 and the Latest Practicable Date.
MORATORIUM
Controlling Shareholders
To demonstrate their commitment to our Group, Rex Commercial, which holds 554,421,960
Shares representing approximately []% of our Companys issued share capital immediately after
the Invitation (assuming the Over-allotment Option is not exercised), has undertaken not to,
among others, sell, transfer, assign, dispose of, realise or enter into any agreement that will
directly or indirectly constitute or will be deemed as a disposal of any part of their respective
shareholding interests in our Company immediately after the Listing for a period of 18 months
commencing from our Companys date of admission to Catalist.
Each of Rex Partners, Limea, Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik has
undertaken to maintain their effective interests in the issued share capital of Rex Commercial and
not to sell, realise, transfer or otherwise dispose of or enter into any agreement that will directly
or indirectly constitute or will be deemed as a disposal of any part of his or her respective effective
interests in the issued share capital of our Company for a period of 18 months commencing from
our Companys date of admission to Catalist.
SHAREHOLDERS
78
Fram Shareholders and Pre-IPO Investors
The Fram Shareholders and the Pre-IPO Investors have each undertaken not to sell, transfer,
assign or dispose of any of their respective shareholding interests in our Company immediately
after the Listing for a period of six (6) months from the Listing Date, and for a further period of six
(6) months thereafter, they shall not sell or transfer any part of the profit portion of each of their
investment in our Company. The aggregate number of Shares which will be moratorised are:
Investor
Number of
Shares
Percentage of enlarged
share capital immediately
after the Invitation
(assuming the Over-
allotment Option is not
exercised)
Percentage of enlarged
share capital immediately
after the Invitation
(assuming the Over-
allotment Option is
exercised in full)
Fram Shareholders 101,792,531 [] []
Pre-IPO Investors [] [] []
The number of Shares subject to the second six-month period of the moratorium being the profit
portion of the Pre-IPO Investors investments was calculated based on the difference between the
Issue Price and the conversion price (being a discount of 20% to the Issue Price), at which the
Convertible Loan was converted into new Shares pursuant to the Convertible Loan Agreements.
PPCF and Cathay Ltd.
Pursuant to the Management Agreement and as part of PPCFs fees as the Manager and Sponsor,
our Company issued and allotted [] PPCF Shares at the Issue Price to PPCF, representing []%
of the issued and paid-up share capital of our Company immediately prior to the Invitation.
As satisfaction of the consultancy fees of S$1,500,000 to be paid to Cathay Ltd., our Company
issued and allotted [] Cathay Shares at the Issue Price to Cathay Ltd., representing []% of the
issued and paid-up share capital of our Company immediately prior to the Invitation.
Each of PPCF and Cathay Ltd. has undertaken to our Company not to sell, transfer, assign,
dispose of, realise or enter into any agreement that will directly or indirectly constitute or will be
deemed as a disposal of any part of its shareholding interests in our Company immediately after
the Listing for a period of 12 months commencing from our Companys date of admission to
Catalist. Upon completion of the aforesaid relevant moratorium period, PPCF and Cathay Ltd. will
each dispose its relevant shareholding interests in our Company at their discretion.
Schroders
Schroders has undertaken not to, among others, sell, realise, transfer, or otherwise dispose of or
enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal
of any part of its interests in the issued share capital of our Company immediately after the Listing
for a period of six (6) months commencing from the Listing Date. The foregoing restriction shall
not apply (a) to the number of Shares to be lent to the Stabilising Manager pursuant to the Share
Lending Agreement, provided that the foregoing restriction will apply to such Shares once they are
returned to the undersigned in accordance with the terms of the Share Lending Agreement; or (b)
to the extent that Schroders, as part of Schroders management of the discretionary portfolio on
behalf of its clients, is required to dispose of such Shares due to the requirements of its investment
mandate, subject to written notification being first provided to our Company and PPCF.
SHAREHOLDERS
79
The following table sets out our cash and cash equivalents, indebtedness and capitalisation which
are prepared:
(a) based on our audited combined balance sheet as at 31 December 2012;
(b) based on our unaudited consolidated management accounts as at 30 April 2013 as adjusted
for the Restructuring Exercise, the conversion of the Convertible Loans, the issue of the
PPCF Shares and the issue of the Cathay Shares; and
(c) as adjusted to give effect to the application of the estimated net proceeds from the Invitation
and the issue of the Cornerstone Shares, after deducting estimated listing expenses related
to the Invitation.
This table should be read in conjunction with the Independent Auditors Report on the Audited
Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended
31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma
Combined Financial Information of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and Financial Year Ended 31 December
2012 as set out in Appendices A and B of this Offer Document and the section entitled
Managements Discussion and Analysis of Results of Operations and Financial Position of this
Offer Document.
(S$000)
As at
31 December 2012
As at
30 April 2013 As adjusted
Cash and bank balances 18,074 []
Short term debt
Amount due to a related corporation (Non-
secured and non-guaranteed) 2,326 2,347 2,347
Convertible Loan (Non-secured and
non-guaranteed)
Long term debt
Total indebtedness 2,326 2,347 2,347
Total Shareholders equity 6,274 [] []
Total capitalisation and indebtedness 8,600 [] []
As at the Latest Practicable Date, there were no material changes to our capitalisation and
indebtedness as disclosed above, save for changes in our reserves arising from day-to-day
operations in the ordinary course of business.
As at the Latest Practicable Date, our Company does not have any banking facility.
Contingent Liabilities
As at the Latest Practicable Date, our Group does not have any contingent liabilities.
Operating Lease Commitments
Our Group does not have any material operating lease commitments as at the Latest Practicable
Date.
CAPITALISATION AND INDEBTEDNESS
80
Our material sources of liquidity are obtained through internal and external sources, which we use
for funding our Groups operations. Our internal sources of funds mainly comprise capital
contributions and loans from our Shareholders and our external sources of funds primarily
comprise borrowings, including the loans extended to us by the Pre-IPO Investors pursuant to the
Convertible Loan Agreements. Please refer to the section entitled Restructuring Exercise of this
Offer Document for further details.
Our Group recognised zero cash flows in FP2011 and FY2012. As we have not commenced any
production, no revenue was generated in FP2011 and FY2012, and we were only actively engaged
in exploration and development activities. As at 31 December 2011 and 31 December 2012, our
Group had zero cash and cash equivalents and cash and bank balances as our Groups funds are
held at the jointly controlled entities which had been accounted for under the equity method in the
Independent Auditors Report on the Audited Combined Financial Statements of Rex International
Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December
2011 and Financial Year ended 31 December 2012 as set out in Appendix A of this Offer
Document. As at the Latest Practicable Date, our material unused sources of liquidity comprised
approximately S$27.2 million in cash and bank balances.
We recorded working capital of nil and negative US$2.2 million as at 31 December 2011 and
31 December 2012 respectively.
As at the Latest Practicable Date, our Group does not have any banking facilities.
Notwithstanding the negative working capital position of our Group as at 31 December 2012, our
Directors and the Sponsor are of the opinion that our Group has sufficient resources to meet its
working capital needs without foregoing any necessary future capital expenditure, having
considered the factors set out below:
(a) on 5 April 2013 and 19 April 2013, our Company, Rex Commercial and Schroders entered
into the Convertible Loan Agreements with the Pre-IPO Investors (supplemented by
supplemental agreements dated 15 May 2013) pursuant to which the Pre-IPO Investors
granted Convertible Loans amounting to S$35,156,250 to our Company. Prior to the Listing,
these Convertible Loans will be converted to Shares of our Company. Pursuant to the
Convertible Loans, the drilling program for the US Concessions over the next two (2) years
is fully funded;
(b) our Group currently has no bank borrowings and our Directors believe that our Group will be
able to obtain bank borrowings to supplement our existing internal resources, if required;
(c) our Group plans to commence production in the US Concessions in 2013. The exploration
and production activities in the US are expected to generate aggregate end-of-year
production of 1,528 bpd, 3,338 bpd and 3,264 bpd at the Whitewater Federal Production Unit
and the Williston basin attributable to Fram, Loyz Oil and Rex VS Ventures under the
Participation and Exploration Agreement in 2013, 2014 and 2015 respectively. With the
commencement of the production in the US Concessions, our Group will generate revenue
and operating cash flows and improve our working capital position; and
(d) the drilling program for the concessions in the Middle East and licensed areas in Norway will
be funded by the proceeds from the Invitation and the extent and timing of the drilling
program can be adjusted based on the final amount raised from the Invitation.
WORKING CAPITAL
81
Taking into consideration the above, our Directors are of the reasonable opinion that, after having
made due and careful enquiry and after taking into account the cash flows to be generated from
our operations and our existing cash and cash equivalents, the working capital available to our
Group as at the date of lodgement of this Offer Document is sufficient for present requirements
and for at least 18 months after the Listing of our Company on Catalist.
Taking into consideration the above, the Sponsor is of the reasonable opinion that, after having
made due and careful enquiry and after taking into account the cash flows to be generated from
our Groups operations and our existing cash and cash equivalents, the working capital available
to our Group as at the date of lodgement of this Offer Document is sufficient for present
requirements and for at least 18 months after the Listing of our Company on Catalist.
WORKING CAPITAL
82
Dilution is the amount by which the Issue Price paid by the subscribers of the Invitation Shares
and the Cornerstone Shares, exceeds our NTA per Share immediately after the Invitation.
As at 31 December 2012, our NTA per Share after adjusting for the Restructuring Exercise, the
conversion of the Convertible Loan, the issue of the PPCF Shares and the issue of the Cathay Shares
but before adjusting for the estimated net proceeds due to us from the Invitation and based on the
pre-Invitation issued and paid-up share capital of [] Shares was [] cents per Share.
Pursuant to the Invitation in respect of the issue of [] Invitation Shares and the issue of []
Conerstone Shares at the Issue Price, our NTA per Share as at 31 December 2012 after adjusting
for the Restructuring Exercise, the conversion of the Convertible Loan, the issue of the PPCF
Shares and the issue of the Cathay Shares, estimated net proceeds due to us from the Invitation
and the sale of the Cornerstone Shares and based on the post-Invitation issued and paid-up share
capital of [] Shares would have been [] cents. This represents an immediate increase in NTA per
Share of [] cents or approximately []% to our existing Shareholders and an immediate dilution
of [] cents in NTA per Share or approximately []% to our new public investors subscribing for the
Invitation Shares and Cornerstone Shares at the Issue Price.
The following table illustrates the dilution per Share:
cents
Issue Price per Share []
NTA per Share as at 31 December 2012, based on the pre-Invitation ordinary
share capital of [] Shares []
Increase in NTA per Share attributable to existing Shareholders []
NTA per Share after the issue of Invitation Shares and the Cornerstone Shares
and based on the post-Invitation share capital of [] Shares []
[]
Dilution in NTA per Share to new public investors []%
Our Directors have not acquired any Shares since incorporation. The following table summarises
the total number of Shares acquired by our existing Shareholders since our incorporation to the
date of lodgement of this Offer Document, the aggregate consideration paid by them and the
average effective cash cost per Share to them and the new public investors pursuant to the
Invitation and the issue of the Cornerstone Shares:
Aggregate
consideration
Average effective
cash cost per
Share
Number of Shares (S$) (cents)
Substantial Shareholder
Rex Commercial 554,421,960 554 0.0
Other Shareholders
Fram Shareholders 101,792,531 41,481,095 40.8
Pre-IPO Investors
(excluding Schroders) [] 34,406,250 []
Cathay Ltd. [] 1,500,000 []
PPCF [] 1,250,000 []
Cornerstone Investor 25,000,000 [] []
Public
Schroders [] 750,084 []
New public [] [] []
DILUTION
83
Pursuant to a restructuring exercise to rationalise the structure of our Group and its subsidiaries
in preparation for the proposed Listing, our Company became the holding company of our Group.
The Restructuring Exercise involved the following:
(a) Incorporation of Our Company
Our Company was incorporated on 11 January 2013 in Singapore under the Companies Act as a
private company limited by shares. Our principal activity is that of an investment holding company.
At the time of incorporation, we had an issued and paid-up share capital of S$1.00 comprising one
(1) Share held by our Director, Mr Dan Brostrm. On 26 March 2013, Mr Dan Brostrm transferred
the single Share in our Company to Rex Commercial for a consideration of S$1.00.
(b) Acquisition of Rex Oil & Gas
On 13 March 2013, Rex International BVI, entered into an assignment agreement with Mr Hans
Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik, pursuant to which Mr Hans Lidgren, Dr Karl Lidgren
and Mr Svein Kjellesvik assigned their aggregate interest in the entire issued share capital of Rex Oil
& Gas to Rex International BVI for a consideration of US$1.00. Upon completion of the assignment
on 13 March 2013, Rex Oil & Gas became a wholly-owned subsidiary of Rex International BVI.
(c) Acquisition of Rex International BVI
On 19 March 2013, Rex International Investments entered into a sale and purchase
agreement (the RIH BVI Sale and Purchase Agreement) with Rex Commercial and
Schroders to acquire their aggregate shareholding interests in Rex International BVI, being
the entire issued share capital of Rex International BVI. As consideration for the acquisition,
Rex International Investments issued and allotted 49,999 ordinary shares in the capital of
Rex International Investments, to Rex Commercial and Schroders or their nominees as they
may each direct, as set out under the RIH BVI Sale and Purchase Agreement.
On 26 March 2013, upon the completion of the acquisition of Rex International BVI by Rex
International Investments, Rex International BVI became a wholly-owned subsidiary of Rex
International Investments.
(d) Acquisition of Rex International Investments
Rex International Investments was incorporated on 13 March 2013 with a single ordinary
share issued to Mr Dan Brostrm. Mr Dan Brostrm transferred the single Share to our
Company on 26 March 2013 for a consideration of S$1.00.
On 20 March 2013, our Company entered into a sale and purchase agreement (the RII Sale and
Purchase Agreement) with Rex Commercial and Schroders to acquire their aggregate
shareholding interests in Rex International Investments for a total consideration of 638,999,999
ordinary shares in the capital of our Company. The 638,999,999 consideration shares were to be
issued to Rex Commercial and Schroders or their nominees as they may each direct, as set out
under the RII Sale and Purchase Agreement.
Upon completion of the acquisition of Rex International Investments on 26 March 2013, Rex
International Investments became our wholly-owned subsidiary, and Rex Commercial and
Schroders became our Shareholders, holding approximately 86.8% and 13.2% of the entire
issued share capital of our Company respectively.
RESTRUCTURING EXERCISE
84
(e) Pre-IPO Convertible Loan
Our Company, Rex Commercial and Schroders entered into the Convertible Loan
Agreements on (a) 5 April 2013, with, among others, Mr Tan Fuh Gih, Asia Merchant Capital
II Limited, Mr Kingston Kwek Eik Huih, Disruptive Innovation Fund LP, Mr Tan Chin Hwee, Ms
Sankaran Leena, Dr Whang Hwee Yong, Mr Tommie Goh Thiam Poh, Mr Jeremy Lee Sheng
Poh, Mr Kristofer Skantze and Mr ke Knutsson; (b) 19 April 2013, with Schroders; and (c)
15 May 2013, with White Global Investment Holdings Ltd (collectively, the Pre-IPO
Investors) for the grant of the Convertible Loan by the Pre-IPO Investors to our Company
upon the terms and conditions of the Convertible Loan Agreements. The aggregate amount
of the Convertible Loan granted to our Company by the Pre-IPO Investors under all the
Convertible Loan Agreements is S$35,156,250.
Details of the Convertible Loan granted by all Pre-IPO Investors are set out in the table below.
Pre-IPO Investor
Loan
amount
(S$000)
Proportion of
Convertible
Loan (%)
Number of
Shares to
be issued
upon the
conversion
of the
Convertible
Loan
Shareholding in
our Company after
the conversion of
the Convertible
Loan and before
the Invitation
(%)
White Global Investment Holdings Ltd 12,500 35.56 [] []
Mr Tan Fuh Gih 1,250 3.56 [] []
Asia Merchant Capital II Limited
(1)
3,750 10.67 [] []
Mr Kingston Kwek Eik Huih 2,000 5.69 [] []
Disruptive Innovation Fund LP 1,875 5.33 [] []
Mr Tan Chin Hwee 1,875 5.33 [] []
Ms Sankaran Leena 1,250 3.56 [] []
Dr Whang Hwee Yong 1,875 5.33 [] []
Mr Tommie Goh Thiam Poh 1,562.5 4.44 [] []
Mr Jeremy Lee Sheng Poh 1,562.5 4.44 [] []
Infinity Worldwide Pacific Limited 1,093.75 3.11 [] []
Mr Stephen Anthony CuUnjieng 625 1.78 [] []
Dr Sonny Liew Chee Kong 625 1.78 [] []
Mr Danny Toe Teow Teck 375 1.07 [] []
Mr Ramesh Chandiramani 312.5 0.89 [] []
Mr Victor Lim Guan Teck 312.5 0.89 [] []
Mr Kristofer Skantze 250 0.71 [] []
Mr Roger Yeo Kok Tong 200 0.57 [] []
Mr Neoh Chin Chee 200 0.57 [] []
Mr Anders Sjogren 200 0.57 [] []
Mr ke Knutsson 87.5 0.25 [] []
Mr Max Skalli 625 1.78 [] []
Schroders
(2)
750 2.13 [] []
Total 35,156.25 100.00 [] []
RESTRUCTURING EXERCISE
85
Notes:
(1) Asia Merchant Capital II Limited (AMC II) is a private equity fund incorporated as a company in the Cayman
Islands. AMC II invests mainly in Southeast Asia and Greater China and focuses on corporate finance
event-driven transactions.
PrimeFounders Inc (PFI), PrimePartners Assets Inc and PrimePartners Group Pte. Ltd. (PPG), which are
related companies of PPCF, and a non-executive director of PPCF, collectively hold 13.43% of the
redeemable shares of AMC II. Certain investors connected to a non-executive director of PPCF hold a total
of 11.57% of the redeemable shares of AMC II. The remaining 75% of the redeemable shares of AMC II is held
by various high net worth investors and corporations, each of whom hold not more than 10% of the
redeemable shares in AMC II and is not associated or connected with PPCF.
AMC II is managed by PrimePartners Asset Management Pte. Ltd. (PPAM) who is a licensed fund manager
under the SFA. PPAM receives management fees and is entitled to performance fees from AMC II for
providing investment management services to AMC II and is the sole holder of management shares in AMC
II. PPG is the holding company of PPAM and intermediate holding company of PPCF. PFI is the ultimate
holding company of PPAM and PPCF. PPAM and PPCF are managed by separate management teams.
(2) Schroders has entered into the Convertible Loan Agreement on behalf of its clients, whereby upon the
conversion of the Convertible Loan into Shares, Schroders will hold our Shares through a discretionary
portfolio on behalf of their clients. Schroders has full discretionary power over the Shares, including making
all investment and divestment decisions and voting on the securities and interests held by it on behalf of its
clients.
Pursuant to the Convertible Loan Agreements, the entire Convertible Loan shall be automatically
converted into Shares upon the earlier of the receipt of the notification from the SGX-ST for the
registration of the Offer Document for the Listing by the Sponsor. In the event that registration of the
Offer Document for the Listing does not take place, the entire Convertible Loan shall be converted
into Shares, upon the request of the Pre-IPO Investors, after 18 months from the date of the
Convertible Loan Agreements, subject to the terms set out in the Convertible Loan Agreements. The
conversion price is at a discount of 20% to the Issue Price.
The proceeds from the Convertible Loan was used to fund the drilling campaign in North Dakota and
Colorado and for general working capital purposes.
(f) Investment in Fram
On 21 March 2013, Fram, our Company, Rex Commercial and Schroders entered into the
Bond Conversion Acceptance Agreement with each converting bondholder that held bonds
issued by Fram and who had executed an acceptance form in accordance with the terms of
the Bond Conversion Acceptance Agreement. In conjunction with the Bond Conversion
Acceptance Agreement, our Company, Rex Commercial, Schroders and each selling
shareholder of Fram, whereby such person became a shareholder by virtue of the
aforementioned bond conversion, entered into the Share Purchase Offer Agreement on 21
March 2013.
Pursuant to the Fram Transaction Documents, Frams bondholders converted a portion of their
bonds issued by Fram into shares in the capital of Fram, and thereafter, our Company purchased the
converted shares from such bondholders. For the avoidance of doubt, the converting bondholders
under the Bond Conversion Acceptance Agreement are also the selling shareholders under the
Share Purchase Offer Agreement. The total consideration of approximately US$33.1 million for the
shares in the capital of Fram was paid by our Company by the issuance of 101,792,531 Shares in
our Company at a consideration of US$0.326 per Share.
RESTRUCTURING EXERCISE
86
The table below sets out information in relation to certain of the converting bondholder/selling
shareholder of Fram (whereby all converting bondholders and selling shareholders shall
collectively be referred to as the Fram Shareholders) and the number of consideration
Shares issued by our Company for the acquisition of the shares in Fram.
Fram Shareholder
Number of
shares in Fram sold
to our Company
Number of
consideration Shares
issued by our
Company
Clements Capital 608,013 10,665,552
Mr David A. Cook 9,042 158,603
Holberg Norden 535,468 9,392,986
Holberg Norden III 21,602 378,928
Holberg Norge 323,052 5,666,869
Langya Invest AS 404,580 7,096,990
MP Pensjon 321,688 5,642,927
Pareto Growth AS 1,052,845 18,468,637
Kuppelvik AS
(1)
25,962 455,419
Staur Holding AS
(2)
4,398 77,150
Staur Invest AS
(2)
397,374 6,970,586
Staur Private Equity AS
(2)
914,518 16,042,137
Mr Tim Rickert 3,014 52,867
Notes:
(1) Our Non-Executive Director, Mr Bernt Eivind sthus, is interested in the Shares of our Company through
Kupplevik AS, which he wholly-owns.
(2) Mr Bernt Eivind sthus is a director of Staur Holding AS. Staur Invest AS is the wholly-owned subsidiary of
Staur Holding AS, and Staur Private Equity AS is the wholly-owned subsidiary of Staur Invest AS. Kupplevik
AS holds 19.8% of the entire issued share capital of Staur Holding AS, and AG Holding AS, which is owned
by Mr Agnar sthus and Mrs Gerd sthus, holds 55.3% of the entire issued share capital of Staur Holding
AS. Mr Agnar sthus and Mrs Gerd sthus are the parents of Mr Bernt Eivind sthus.
A total 5,802,909 shares in Fram were sold to us by the Fram Shareholders in consideration
for an aggregate of 101,792,531 Shares issued by our Company.
Upon completion of our investment in Fram on 8 May 2013, we acquired approximately
24.1% of the total issued share capital of Fram, and the Fram Shareholders held in
aggregate, 13.7% of the total issued share capital of our Company as at such date.
RESTRUCTURING EXERCISE
87
Shareholding in our Company after the Restructuring Exercise
The following table sets out the number of Shares and percentage of the respective shareholding
interests held by Rex Commercial, Schroders and the Fram Shareholders pursuant to the
Restructuring Exercise and the Pre-IPO Investors in our Company upon the conversion of the
Convertible Loan granted by the Pre-IPO Investors.
Name
Number of
Shares
Percentage of
shareholding
interests
(%)
Rex Commercial 554,421,960 []
Schroders [] []
Fram Shareholders 101,792,531 []
Pre-IPO Investors (excluding Schroders) [] []
Total [] []
Other agreements entered into pursuant to the Restructuring Exercise
As part of the Restructuring Exercise, we also entered into the following agreements:
Assignments by Rex Oil & Gas
On 30 August 2011, Rex Oil & Gas entered into an assignment agreement with Lime Petroleum
Ltd. to assign its entire 74% shareholding interest in Masirah to Lime Petroleum Ltd. for a
consideration amount of US$1.
On 31 August 2011, Rex Oil & Gas entered into an assignment agreement with Zubara to transfer
its interest in the Sharjah CA to Zubara. The consideration for the assignment was US$1.2 million
pursuant to which Rex Oil & Gas assigned and transferred full ownership, including any rights and
obligations attached to the Sharjah CA to Zubara.
In conjunction with the acquisition of Rex Oil & Gas by Rex International BVI, Rex Oil & Gas
transferred the rights to Rex Technologies to Rex Technology Management on 7 March 2013, and
accordingly, assigned the Lime Petroleum IP Licence Agreement to Rex Technology Management
on the same day for a consideration of US$1.
Save as disclosed above, Rex Oil & Gas novated all other assets and liabilities under its name to
Rex Partners in December 2012 pursuant to various novation deeds.
Lime Petroleum Shareholders Agreement
On 24 October 2011, a shareholders agreement was entered into between Lime Petroleum Plc,
Gulf Hibiscus, Schroders and Rex Oil & Gas, a wholly-owned subsidiary of our Controlling
Shareholder, Rex Partners, as shareholders of Lime Petroleum Plc, and Lime Petroleum Plc, for
the purposes of regulating the affairs of Lime Petroleum Plc and the respective rights and
obligations of each shareholder. Please refer to the section entitled Group Structure
Shareholders Agreements of this Offer Document for more details.
RESTRUCTURING EXERCISE
88
Following the Restructuring Exercise, our Group structure is:
100%
24%
(1)
Rex International Holding Limited
100%
Rex International BVI
Lime Petroleum Plc
Lime Petroleum Ltd.
Dahan Zubara Baqal Masirah
Lime
Petroleum
Norway
US
Concessions
Loyz Rex
Drilling
RAK North
Concession
Sharjah
Concession
RAK
Onshore
Concession
Block 50
Oman
Concession
Norwegian
Concessions
Rex US
Ventures
Rex US
Fram
Rex Oil & Gas
Rex International
Investments
HiRex
Rex South East Asia
Rex US
Operating
Rexonic
100%
100% 100% 100%
100%
100% 100%
100% 100% 100% 100% 100%
100%
100%
100%
48.2%
(2)
65%
(3)
64%
(5)
59%
(4)
49%
(7)
20%
(6)
Notes:
(1) Fram is the holding company of companies that own and operate oil and gas assets in the USA and in Trinidad and
Tobago, including Fram Operating. Our interests in Fram may be diluted in future when convertible bonds issued by
Fram to other parties are due to be converted into shares in Fram in 2014. Frams 52 shareholders include Staur
Private Equity AS and Pareto Growth AS, which hold approximately 23.5% and 21.0% of the shares in Fram
respectively.
(2) Hibiscus Petroleum, through its wholly-owned subsidiary, Orient Hibiscus, holds approximately 48.2% in HiRex and
Mr. Ainul Azhar Ainul Jamal holds the remaining 3.5%. Triax Ventures Corp has subscribed for shares in HiRex
pursuant to a subscription agreement dated 17 June 2013. The subscription by Triax Ventures Corp has not been
completed and upon completion, Triax Ventures Corp will hold 15% in the issued share capital of HiRex, Mr Ainul
Azhar Ainul Jamal will hold 3% in the issued share capital of HiRex and Rex South East Asia and Orient Hibiscus
will each hold 41.0% of the issued share capital of HiRex.
(3) Schroders holds approximately 8.6% of Lime Petroleum Plc on a fiduciary basis for Rex Oil & Gas. 56.4% of the
issued share capital in Lime Petroleum Plc is held directly by Rex Oil & Gas. Gulf Hibiscus holds the remaining 35%
in Lime Petroleum Plc.
Lime Petroleum Plc is a jointly-controlled entity as its shareholders, through their nominee directors, have equal
voting rights in respect of certain board reserved matters. Accordingly, the subsidiaries of Lime Petroleum Plc are
also jointly-controlled entities. Dahan, Masirah and HiRex are also jointly-controlled entities as their shareholders
have equal voting rights in respect of certain board reserved matters. Please see Group Structure Shareholders
Agreements of this Offer Documemt for more information.
(4) Right Ally Limited and Schroders hold 16% and 25% of the total issued shares in Dahan respectively.
(5) Petroci Holding holds the remaining 36% of the total number of issued shares in Masirah.
(6) Our participation interests in the US Concessions are held through Rex US Operating, which is a party to the
Participation and Exploration Agreement in relation to the implementation of a drilling plan for 80 Commitment Wells.
We will receive 20% interest derived from the Commitment Wells. Please refer to the section entitled General
Information on our Group of this Offer Document for more information.
(7) Loyz USA holds the remaining 51% of issued shares in Loyz Rex Drilling.
GROUP STRUCTURE
89
Information on our subsidiaries and associated companies as at date of this Offer Document is set
out in the table below.
Name of company
Country of
incorporation
Principal activities/
Principal place of
business
Effective ownership
interest/voting
rights
Baqal British Virgin Islands Exploration and
production of crude oil
and natural gas/Middle
East
65%
Dahan British Virgin Islands Exploration and
production of crude oil
and natural gas/Middle
East
38.4%
Fram Norway Investment holding
company/Norway
24.1%
HiRex Malaysia Exploration and
production of crude oil
and natural
gas/Malaysia
48.2%
Lime Petroleum Ltd. British Virgin Islands Exploration and
production of crude oil
and natural gas/Middle
East
65%
Lime Petroleum
Norway
Norway Exploration and
production of crude oil
and natural gas/Norway
65%
Lime Petroleum Plc Isle of Man Investment holding
company/Middle East
65%
Loyz Rex Drilling USA Exploration and
production of crude oil
and natural gas/USA
49%
Masirah British Virgin Islands Exploration and
production of crude oil
and natural gas/Middle
East
41.6%
Rexonic British Virgin Islands Investment holding
company/British Virgin
Islands
100%
Rex International BVI British Virgin Islands Investment holding
company/British Virgin
Islands
100%
Rex International
Investments
Singapore Investment holding
company/Singapore
100%
GROUP STRUCTURE
90
Name of company
Country of
incorporation
Principal activities/
Principal place of
business
Effective ownership
interest/voting
rights
Rex Oil & Gas British Virgin Islands Investment holding
company/British Virgin
Islands
100%
Rex South East Asia British Virgin Islands Investment holding
company/British Virgin
Islands
100%
Rex US British Virgin Islands Investment holding
company/British Virgin
Islands
100%
Rex US Operating USA Investment holding
company/USA
100%
Rex US Ventures USA Investment holding
company/USA
100%
Zubara British Virgin Islands Exploration and
production of crude oil
and natural gas/Middle
East
65%
None of our subsidiaries or associated companies are listed on any stock exchange in any
jurisdiction.
Shareholders Agreements
We have entered into Shareholders Agreements with the other shareholders of Lime Petroleum
Plc, Masirah, Dahan and HiRex. Our Company and subsidiaries contributions into these
partnerships have been to provide the use of Rex Technologies through our access via the IP
Licence Agreements. Additionally, our subsidiary, Rexonic, had on 26 June 2013, entered into two
call option agreements with Ogsonic AG. Should we choose to execute the call option, Rexonic
shall, pursuant to the terms of the call option agreements, enter into a shareholders agreement
with Ogsonic AG. Please refer to the section entitled General Information on our Group
Business Strategies and Future Plans Future Plans of this Offer Document for more details on
the call option agreements.
Under the terms of each of the Shareholders Agreements, certain board reserved matters would
have to be passed by the collective expressed approval of the directors nominated by each
shareholder. As a result, each shareholder has an equal vote on such board reserved matters
regardless of the shareholders effective interest in these companies. These board reserve
matters include, among others, work plans, budgeting, dividend policies, distributions, change in
share capital, material acquisitions and disposals, entry into or changes to material contracts and
payments exceeding a certain value. Please also refer to the section entitled Risk Factors Risks
Relating to our Groups Business Certain of our rights may be subrogated under Shareholders
Agreements which we have entered into in respect of our subsidiaries or associated company of
this Offer Document.
GROUP STRUCTURE
91
In addition, to these board reserved matters, we have also agreed on certain terms in the following
Shareholders Agreements:
Dahan
The Dahan Shareholders Agreement sets out certain distribution restrictions, whereby
distributions will only be paid to Schroders and Right Ally Limited until they receive the equivalent
amount of their respective initial committed capital, being an aggregate of US$25 million.
Thereafter, all distributions declared will be paid to Schroders, Right Ally Limited and Lime
Petroleum Ltd. in the proportion of their respective shareholdings in Dahan. Should Dahan be
wound up or sold, any surplus assets and profits will be distributed pro rata to Schroders and Right
Ally Limited up to their initial committed capital. Any other surplus assets and profits will then be
divided between Schroders, Right Ally Limited and Lime Petroleum Ltd. in the proportion of their
respective shareholdings. The Dahan Shareholders Agreement further includes an anti-dilution
provision whereby in the event that Schroders and Right Ally Limiteds initial committed capital is
insufficient to execute the work plan and/or the first well drilling carried out under the work plan
fails to prove the presence of sufficient reserves and Dahan will require additional financing for
further drilling, any new investors will either receive their shares in Dahan from Lime Petroleum
Ltd., or Dahan will have to issue such number of shares to Schroders and Right Ally Limited to
maintain their existing equity proportion.
Lime Petroleum
The Lime Petroleum Shareholders Agreement sets out certain limitations in the case of a winding
up or a sale of Lime Petroleum Plc. Where a winding up occurs, surplus assets and profits, if any,
will be distributed pro rata between Schroders and Gulf Hibiscus up to their initial committed
capital in aggregate of US$54 million. Any further surplus assets and profits will then be divided
between Rex Oil & Gas, Schroders and Gulf Hibiscus in their shareholding proportions. Where a
sale of Lime Petroleum Plc occurs, should consideration proceeds be less than US$54 million,
Schroders and Gulf Hibiscus will receive consideration proceeds pro rata to their initial committed
capital, and Rex Oil & Gas will not receive any of the consideration proceeds. Where consideration
proceeds exceed US$54 million, the entire amount will be distributed pro rata based on each
shareholders shareholding. Schroders holds the shares in Lime Petroleum Plc on a fiduciary
basis for Rex Oil & Gas.
HiRex
Under the HiRex Shareholders Agreement, each of Orient Hibiscus, Hibiscus Petroleum, our
Company and Rex South East Asia have granted a right of first refusal to participate in exploration
asset opportunities in Brunei, Myanmar, Malaysia, Indonesia, Thailand, Vietnam, Cambodia, the
Philippines, Australia, New Zealand and Papua New Guinea, and the offshore areas associated
with these countries (the HiRex ROFR). The HiRex ROFR will be in force for so long as, among
others, the shareholding of Rex South East Asia or Orient Hibiscus in HiRex does not fall below
20% of the total issued share capital of HiRex from time to time, or the HiRex IP Licence
Agreement is not terminated.
Under the HiRex Shareholders Agreement, Orient Hibiscus and Rex South East Asia have both
granted Triax Ventures Corp a put option to require Orient Hibiscus and Rex South East Asia to
purchase the shareholdings from it in accordance with the terms of the HiRex Shareholders
Agreement, should, among others, the Listing not occur within 60 months of it becoming a
shareholder of HiRex.
GROUP STRUCTURE
92
The following financial information of our Group should be read in conjunction with the full text of
this Offer Document, including the sections entitled Managements Discussion and Analysis of
Results of Operations and Financial Position, the Independent Auditors Report on the Audited
Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31
December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined
Financial Information of Rex International Holding Limited and its subsidiaries for the Financial
Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012
as set out in Appendices A and B respectively of this Offer Document.
A summary of the financial information of our Group in respect of FP2011 and FY2012 is set out
below:
Results of Operations of our Group
Audited
(US$000) FP2011 FY2012
Revenue
Administrative fees and expenses (529)
Operating loss (529)
Share of profit/(loss) of jointly controlled entities 1,815 (653)
Profit/(loss) before taxation
(1)
1,815 (1,182)
Taxation
Profit/(loss) for the period/year
(1)
1,815 (1,182)
EPS (cents)
(2)
[] []
Adjusted EPS (cents)
(1)(3)
[] []
Notes:
(1) Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Employees Service
Agreements of this Offer Document) been in place in since 1 January 2012, our loss before taxation, loss for the
year and adjusted EPS computed based on our post-Invitation share capital of [] Shares for FY2012 would have
been approximately US$[(2.0)] million, US$[(2.0)] million and [] US cents respectively.
(2) For illustrative purposes, EPS for the financial year/period under review have been computed based on the
profit/(loss) for the year/period and the pre-Invitation share capital of [] Shares.
(3) For illustrative purposes, the adjusted EPS for the financial year/period under review have been computed based
on the profit/(loss) for the financial year/peirod and the post-Invitation share capital of [] Shares.
SELECTED COMBINED FINANCIAL INFORMATION
93
Financial Position of our Group
(US$000)
Audited as at
31 December 2012
Assets
Non-current assets
Investments in jointly controlled entities 7,355
Total assets 7,355
Liabilities
Current liabilities
Other payables (2,227)
Total liabilities (2,227)
Net assets 5,128
Equity
Share capital 1
Merger reserve 4,129
Capital reserve 409
Retained earnings 589
Total Equity 5,128
SELECTED COMBINED FINANCIAL INFORMATION
94
The following discussion of our results of operations and financial position should be read in
conjunction with the Independent Auditors Report on the Audited Combined Financial
Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from
10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 and the
Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of
Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011
to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices
A and B respectively of this Offer Document. This discussion and analysis contains forward-
looking statements that involve risks and uncertainties. Our Groups actual results may differ
significantly from those projected in the forward-looking statements. Factors that might cause
future results to differ significantly from those projected in the forward-looking statements include,
but are not limited to, those discussed below and elsewhere in this Offer Document, particularly
in the section entitled Risk Factors of this Offer Document. Under no circumstances should the
inclusion of such forward-looking statements herein be regarded as a representation, warranty or
prediction with respect to the accuracy of the underlying assumptions by our Company, the
Manager, the Sponsor, the Co-Placement Agents or the Underwriter or any other person.
Investors are cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof. Please refer to the section entitled Cautionary Note on
Forward-Looking Statements of this Offer Document.
We wish to highlight that while we hold a majority interest of 65% in Lime Petroleum Plc,
the results of Lime Petroleum Plc and its subsidiaries have been accounted for under the
equity method in the Independent Auditors Report on the Audited Combined Financial
Statements of Rex International Holding Limited and its subsidiaries for the Financial
Period from 10 June 2011 to 31 December 2011 and the Financial Year ended 31 December
2012 as set out in Appendix A of this Offer Document because our Company has assessed
that we have joint control of Lime Petroleum Plc according to the Lime Petroleum
Shareholders Agreement which prescribes unanimous consent of all parties for strategic
financial and operating decisions at the board level relating to Lime Petroleum Plcs
operations.
OVERVIEW
Revenue
Our Group is currently engaged mainly in exploration and development activities. As we have not
yet commenced any production, there was no revenue generated by our Group in FP2011 and
FY2012.
Administrative fees and expenses
There were no administrative fees and expenses incurred in FP2011 as our Group was just set up
in FP2011. Administrative fees and expenses in FY2012 comprised mainly administrative costs
incurred to incorporate the various entities in our Group. These costs mainly included employment
costs comprising remuneration for employees, corporate costs comprising fees incurred for
services rendered by third-party professionals as part of the incorporation process, legal and audit
fees and other professional expenses. Administrative expenses was the only expense item
incurred by our Group, representing 100% of our total expenses for FY2012.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
95
Employment costs
Our employment costs comprised solely remuneration paid to our Chief Executive Officer for
services rendered in FY2012. Employment costs accounted for 11.3% of our total administrative
fees and expenses in FY2012.
Corporate costs
Our corporate costs comprised mainly costs incurred for company advertising and marketing
material, fees paid to the Independent Valuer to conduct a valuation appraisal of the reserves or
resources in the US Concessions, and management fees paid to PPCF in respect of the Listing.
Advertising and marketing material expenses accounted for approximately 7.2% while fees to
professional third-parties accounted for approximately 92.8% of the total corporate costs in
FY2012. Corporate costs accounted for 41.8% of our total administrative fees and expenses in
FY2012.
Legal and audit fees
Legal and audit fees are fees paid to our legal advisers and auditors for advisory services provided
in respect of Lime Petroleum Plc and its subsidiaries. Legal and audit fees accounted for 11.3%
of our total administrative fees and expenses in FY2012.
Other professional expenses
Our other professional expenses were mainly consultancy fees paid to Cathay Ltd. for the
provision of consultancy services to our Group. Other professional fees accounted for 27.6% of
our total administrative fees and expenses in FY2012.
Share of profit/loss of jointly controlled entities
Our Group has two (2) jointly controlled entities, namely Lime Petroleum Plc which we hold a 65%
interest through Rex Oil & Gas, and Loyz Rex Drilling which we hold a 49% interest through Rex
US Ventures. Lime Petroleum Plc is incorporated in Isle of Man and owns oil concessions through
a number of subsidiaries and jointly controlled entities. Loyz Rex Drilling is incorporated in the
state of Delaware, US and owns certain rights to income from oil assets. These investments are
subject to shareholders agreements regarding control and distribution of assets.
Taxation
Our overall effective tax rates were 0% for both FP2011 and FY2012. The Singapore statutory
corporate tax rates for FP2011 and FY2012 were 17%. No provision for corporate income tax has
been made for FP2011 and FY2012 as there were no taxable profit generated by our Group in
FP2011 and FY2012 in the tax paying jurisdictions.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
96
RESULTS OF OPERATIONS
Breakdown of our past performance by business division and geographical markets
This analysis should be read in conjunction with the Independent Auditors Report on the Audited
Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year ended 31
December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined
Financial Information of Rex International Holding Limited and its subsidiaries for the Financial
Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012
as set out in Appendices A and B respectively in this Offer Document.
We have only one (1) business division for FP2011 and FY2012. Therefore, a segmentation of our
financial performance by business division will not be meaningful.
Currently our Group is considered to have two (2) reportable geographical segments, namely USA
and Non-USA operations. A breakdown of our reportable segment profit/(loss) before taxation and
share of profit/(loss) of jointly controlled entities by geographical segments for FP2011 and
FY2012 are set out below.
Profit/(loss) before taxation
FP2011 FY2012
US$000 % US$000 %
USA operations
Non-USA operations 1,815 100.0 (1,182) 100.0
Total 1,815 100.0 (1,182) 100.0
Share of profit/(loss) of jointly controlled entities
FP2011 FY2012
US$000 % US$000 %
USA operations
Non-USA operations 1,815 100.0 (653) 100.0
Total 1,815 100.0 (653) 100.0
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
97
REVIEW OF PAST PERFORMANCE
FY2012 vs FP2011
Revenue
No revenue was generated in FP2011 and FY2012. Our Group was mainly engaged in exploration
and development activities in FP2011 and FY2012.
Administrative fees and expenses
There were no administrative fees and expenses incurred in FP2011 as our Group was just set up
in FP2011. Total administrative fees and expenses increased from nil in FP2011 to approximately
US$0.5 million in FY2012.
The administrative fees and expenses incurred in FY2012 were due mainly to expenses incurred
for the incorporation of the various entities in our Group in FY2012 and consultancy fees paid to
Cathay Ltd. for the provision of consultancy services which include, inter alia, introducing joint
venture partners and investors to our Group.
Share of profit/(loss) of jointly controlled entities
Share of profit/(loss) of jointly controlled entities is related to our Companys interest in Lime
Petroleum Plc which decreased by approximately US$2.5 million or 138.9% from a profit of
US$1.8 million in FP2011 to a loss of US$0.7 million in FY2012. The decrease in share of
profit/(loss) of jointly controlled entities was due to the following reasons:
Administrative fees and expenses
The administrative fees and expenses of Lime Petroleum Plc increased by approximately US$2.4
million or 600% from US$0.4 million in FP2011 to US$2.8 million in FY2012. The increase was
mainly due to increases in legal fees, employment costs, other professional expenses and other
expenses Lime Petroleum Plc undertook during a pre-qualification exercise to establish its
Norwegian subsidiary. There was also an increase in business activities. There was an increase
in legal fees of US$0.2 million or 218% in FY2012 due to legal advisory fees incurred for the
acquisition of concessions in Norway. There was an increase in employments costs in FY2012 of
US$0.7 million as Lime Petroleum Plc increased the headcount in Norway to support its
operations. Other professional expenses registered an increase from US$0.03 million in FP2011
to US$1.2 million in FY2012, due to mainly increases in administrative fees, computer expenses
and consultancy fees in respect of the pre-qualification process in Norway. In addition, there was
an increase in other expenses of US$0.2 million due to higher business activities in Lime
Petroleum Plc.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
98
Gain on investment in jointly controlled entity
Lime Petroleum Plcs gain on investment in jointly controlled entities decreased by approximately
US$2.6 million or approximately 78.8% from US$3.3 million in FP2011 to US$0.7 million in
FY2012. The gain on investment in jointly controlled entities in FP2011 and FY2012 was related
to a dilution of Lime Petroleum Plcs investment in Masirah for which Lime Petroleum Plcs interest
decreased from 100% to 74% in 2011 and 74% to 64% in 2012 and it represented the difference
between the book value of net assets disposed and Lime Petroleum Plcs share of the proceeds
contributed by its joint venture partner, Petroci.
Share of loss in jointly controlled entities
Lime Petroleum Plcs share of loss in jointly controlled entities increased by approximately
US$0.05 million or approximately 31.3% from US$0.16 million in FP2011 to US$0.21 million in
FY2012. The increase was mainly due to an increase in losses recognised by Masirah of US$0.08
million in FY2012 due to increase in operating costs as a result of increased business activities
in Masirah and offset by decrease in losses from another jointly controlled entity, Dahan, of
US$0.03 million in FY2012. In FY2012, losses by Dahan were attributed to the joint venture
partners, Schroders and Right Ally Limited.
REVIEW OF FINANCIAL POSITION
As at 31 December 2012
Non-current assets
As at 31 December 2012, our non-current assets comprised only investment in jointly controlled
entities amounting to approximately US$7 million investment in jointly controlled entities
comprises our Groups share of net assets from Lime Petroleum Plc and Loyz Rex Drilling of
US$5.2 million and US$2.1 million respectively. Net assets of Lime Petroleum Plc amounted to
US$55.9 million while net assets of Loyz Rex Drilling amounted to US$4.3 million as at 31
December 2012.
Details of Lime Petroleum Plcs financial position as at 31 December 2012 were set out as follows:
(i) Non-current assets As at 31 December 2012, Lime Petroleum Plcs non-current assets of
approximately US$14.7 million accounted for approximately 25.7% of total assets and
comprised intangible exploration and development assets, investment in jointly controlled
entities and property, plant and equipment.
Intangible exploration and development assets amounted to approximately US$5.6 million or
38.1% of total non-current assets and comprised of US$1.1 million of licence costs and
US$4.5 million of geological, geophysical and technical analysis costs. Investment in jointly
controlled entities referred to Lime Petroleum Plcs investment in Masirah and amounted to
approximately US$8.9 million and accounted for 60.5% of total non-current assets. Property,
plant and equipment of US$0.2 million accounted for approximately 1.4% of Lime Petroleum
Plcs non-current assets.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
99
(ii) Current assets Current assets amounted to approximately US$42.5 million or 74.3% of
total assets and comprised loans to jointly controlled entities, other loan, debtors,
prepayments and other receivables and cash and cash equivalents.
Loans to jointly controlled entities of US$2.9 million accounted for approximately 6.8% of
total current assets and comprised loans to Dahan and Masirah of US$0.6 million and
US$2.3 million respectively. Other loan amounted to US$4.9 million or approximately 11.5%
of total current assets and relates to a loan to North Energy which bears interest rate of 4%
per annum and matures on 1 July 2013 or earlier if it is switched into the payment of interest
in concessions. Debtors, prepayments and other receivables of US$1.5 million accounted for
approximately 3.5% of total current assets and comprised interest receivable of
approximately US$0.1 million, prepayments of US$0.1 million and an amount due from the
Norwegian tax authorities in relation to the refund of exploration costs on the Norwegian
Continental Shelf of US$1.3 million. Cash and cash equivalents amounted to approximately
US$33.2 million and accounted for 78.1% of total current assets.
(iii) Current liabilities Current liabilities amounted to approximately US$1.2 million or 100.0%
of total liabilities and comprised sundry creditors and accruals of US$0.7 million and US$0.5
million respectively. Accruals comprised principally accrued employment cost and legal and
audit fees.
(iv) Equity As at 31 December 2012, Lime Petroleum Plcs equity amounted to US$55.9 million
comprising mainly US$0.1 million of share capital, US$54.1 million of share premium and
US$1.7 million of retained earnings.
Details of Loyz Rex Drillings financial position are set out as follows:
(i) Non-current assets As at 31 December 2012, Loyz Rex Drillings non-current assets
comprised deposits for drilling rigs amounting to US$3.8 million.
(ii) Current assets As at 31 December 2012, Loyz Rex Drillings current assets comprised
amounts owing by Loyz USA and Rex US Ventures for capital contributions of US$0.25
million and US$0.24 million respectively.
(iii) Equity As at 31 December 2012, Loyz Rex Drillings equity consisted of capital contributed
for deposits in relation to the acquisition of drilling rigs of US$3.8 million and capital
contributions of US$0.5 million.
Current assets
As at 31 December 2012, we had no current assets.
Non-current liabilities
As at 31 December 2012, we had no non-current liabilities.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
100
Current liabilities
As at 31 December 2012, our current liabilities amounted to approximately US$2.2 million. Our
current liabilities comprised an amount due to Rex Partners of US$1.9 million and US$0.3 million
of other payables, which accounted for 86.4% and 13.6% of our total current liabilities
respectively.
Fore more details on the amount due to Rex Partners, please refer to the section entitled
Interested Person Transactions Present and On-going Interested Person Transaction Loan
provided by Rex Partners to our Group of this Offer Document.
Shareholders equity
As at 31 December 2012, our shareholders equity amounted to US$5.1 million comprising mainly
US$4.1 million of merger reserve, US$0.4 million of capital reserves and US$0.6 million of
retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets out a summary of our Groups cash flow for FP2011 and FY2012.
(US$000) FP2011 FY2012
Operating activities
Investing activities
Financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of the
period/year
Cash and cash equivalents at the end of the period/year
FP2011
In FP2011, our Group recorded zero net cash flow from operating activities, which was mainly a
result of the operating profit for FP2011 before adjustments of US$1.8 million, adjusted for a share
of loss of jointly controlled entities of US$1.8 million.
There were no net cash flow from investing and financing activities in FP2011.
There was a significant non-cash transaction in FP2011 relating to an investment that was made
in jointly controlled entities of US$4.1 million, representing the acquisition of businesses under
common control accounted for under the merger accounting method. This led to a merger reserve
an equivalent amount.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
101
FY2012
In FY2012, our Group recorded zero net cash flow from operating activities, which was mainly a
result of the operating loss for FY2012 before adjustments of US$1.2 million, adjusted for a share
of gain of jointly controlled entities of US$0.7 million, increase in operating payables of US$0.1
million due to an increase in the accruals for audit and accounting fees of our Group and a waiver
of debt from Rex Partners of approximately US$0.4 million.
There were no net cash flow from investing and financing activities in FY2012.
There was a significant non-cash transaction in FY2012 relating to our Groups investment in Loyz
Rex Drilling of US$2.1 million which had been funded by a loan from Rex Partners of US$1.9
million, together with a payable of US$0.2 million to Loyz Rex Drilling.
Sources of Liquidity
Our Company financed our operations through both internal and external sources. Our internal
sources of funds comprised mainly capital contributions and loans from Shareholders. Our
external sources of funds primarily comprise borrowings, including the loans extended to us by the
Pre-IPO Investors pursuant to the Convertible Loan Agreements and credit granted by suppliers.
Please refer to the sections entitled Capitalisation and Indebtedness and Working Capital of
this Offer Document for further details.
SEASONALITY
We do not generally experience seasonality in our business.
INFLATION
Our financial performance for the period under review was not materially affected by inflation on
a company basis.
CAPITAL COMMITMENTS
Pursuant to the Participation and Exploration Agreement, Rex US Ventures and its jointly
controlled entity, Loyz Rex Drilling Services, committed to fund part of the cost of drilling the
Commitment Wells. The first drilling carry amount shall relate to, and be in effect until there is a
total of 40 Commitment Wells drilled by the operator, Fram Operating. Fram shall carry US$12
million of the cost of these initial 40 Commitment Wells and Loyz Oil and Rex US Ventures shall
carry the remaining portion of the cost estimated to be US$28 million in equal proportion. Upon
the conclusion of the first drilling period, the second drilling carry amount shall relate to and be in
effect until there are 40 additional Commitment Wells drilled by Fram Operating. Fram shall carry
US$28 million of the cost of the 40 additional Commitment Wells and Loyz Oil and Rex US
Ventures shall carry the remaining portion of the cost estimated to US$12 million in equal
proportion. Loyz Oil and Rex US Ventures carry the risk of possible cost overruns and enjoy the
benefits of cost savings.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
102
Pursuant to the Participation and Exploration Agreement, Loyz Oil and Rex US Ventures also
committed to provide two (2) onshore drilling rigs. A US$3.8 million deposit had been funded by
Loyz Oil and Rex US Ventures as at 31 December 2012. The total acquisition cost for the rigs is
expected to be US$26 million and Rex US Ventures is committed to fund 49% of the total
acquisition cost.
CAPITAL DIVESTMENT
Our Group had no capital divestments in FP2011 and FY2012.
FOREIGN EXCHANGE MANAGEMENT
Accounting Treatment of Foreign Currencies
The consolidated financial statements are presented in US$, which is our Groups presentation
and functional currency. Foreign currency transactions are translated into US$ at rates of
exchange approximating those prevailing at transaction dates. Foreign currency monetary assets
and liabilities are translated at rates as at the balance sheet date. Non-monetary items in a foreign
currency that are measured based on historical cost are translated using the exchange rate at the
date of the transaction.
All profits and losses on exchange are recognised in profit or loss.
Foreign Exchange Exposure
The proportion of our Groups operating costs and purchases denominated in US$ and foreign
currencies are as follows:
Percentage of operating costs and purchases
denominated in (%) FP2011 FY2012
AED 0.4
CHF 0.6 0.7
EUR 0.6 0.1
GBP 3.5 5.9
NOK 2.3 8.5
OMR 3.0 2.5
S$ 0.8
SEK 3.1 1.3
US$ 86.9 79.8
100.0 100.0
To the extent that our revenue, purchases and expenses are not naturally matched in the same
currency and to the extent that there are timing differences between invoicing and collection or
payment, we will be exposed to adverse fluctuations of the various currencies against the US$,
which will adversely affect our earnings.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
103
Currently, our Group does not have a formal hedging policy. Our Group will continue to monitor its
foreign exchange exposure in the future and will consider hedging any material foreign exchange
exposure should the need arise. Prior to entering into any such hedging transactions, our Group
will (i) seek the Boards approval on the policy for entering into any such hedging transactions; (ii)
put in place adequate procedures which must be reviewed and approved by its Audit Committee;
and (iii) the Audit Committee will monitor the implementation of the policy, including reviewing the
instruments for hedging, processes and practices in accordance with the policy approved by the
Board.
SIGNIFICANT ACCOUNTING POLICY CHANGES
The accounting policies have been consistently applied by our Group during FP2011 and FY2012.
Our Group has adopted the following standards and interpretations relevant to our Group and
mandatory for annual periods beginning on or after 1 January 2011 and 2012.
IAS 1 Presentation of Financial Statements amendments to revise the way other
comprehensive income is presented
IAS 12 Income Taxes Limited scope amendment (recovery of underlying assets)
(December 2010)
Our Directors have considered the impact of the adoption of the accounting standards and
interpretations listed above and do not expect them to have a material impact on our Company
and our Groups financial statements in the period of initial application.
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL POSITION
104
HISTORY
Our Group is principally involved in the business of oil and gas exploration and production. Our
Company was incorporated as Rex International Holding Pte. Ltd. in Singapore on 11 January
2013 under the Companies Act as a private company limited by shares. On [] 2013, we were
converted into a public limited company and our name was changed to Rex International Holding
Limited in connection therewith. Upon the completion of the Restructuring Exercise, our Company
became the holding company of our Group.
Prior to the Restructuring Exercise, our Company was owned by Rex Commercial and Schroders.
Rex Commercial is held by Rex Partners which is in turn founded by Dr Karl Lidgren, Mr Hans
Lidgren and Mr Svein Kjellesvik, chief executive officer of Lime Petroleum Plc. All three founders
have extensive experience in the oil and gas industry.
Since the start of the 1980s, Dr Karl Lidgren and Mr Hans Lidgren have utilised satellite altimeter
data in oil exploration activities which enabled major oil and gas findings. Surveys produced by Dr
Karl Lidgren and Mr Hans Lidgren made way for major findings such as the Haltenbanken area
in Norway and the Bukha field in Oman. The Haltenbanken area was only discovered in the
1980s after Dr Karl Lidgren and Mr Hans Lidgrens surveys showed positive satellite altimetry
results as to the presence of oil and gas. These positive results generated interest from several
companies that bidded to explore the area, and since then, the Haltenbanken area has been one
of the major oil provinces in Norway. The Bukha field in Oman is the only offshore producing area
in Oman. The surveys produced by Dr Karl Lidgren and Mr Hans Lidgren led to the subsequent
development of the Bukha field in Oman and Dr Karl Lidgren and Mr Hans Lidgren were both
invited by the Ministry of Oil & Gas in Oman to explore the area further in 2009.
Mr Svein Kjellesvik has a Master of Science in Applied Physics. He is an expert in the use of 3D
seismic technologies in oil and gas exploration and has more than 30 years of relevant industry
experience with major corporations such as Geco and Schlumberger Limited. Although our Group
has a relatively short operating history, our Directors and Executive Officers have years of
relevant experience and we have established the existence of adequate reserves and resources
in a defined area where we have exploration and exploitation rights. Please also refer to
Appendix E Qualified Persons Report of this Offer Document for further information of the
existence of such reserves and resources.
On 10 June 2011, we incorporated Lime Petroleum Ltd. under the laws of the British Virgin Islands
as a company limited by shares. Lime Petroleum Ltd. holds majority interests in our Middle East
Concessions, through our subsidiaries Dahan, Zubara, Baqal and Masirah. Our Middle East
Concession Companies hold the rights to explore specific areas for oil and gas in the Middle East.
Please refer to the section entitled General Information on our Group Business Activities of this
Offer Document for more information on our Middle East Concessions.
On 5 July 2011, we incorporated Zubara under the laws of the British Virgin Islands as a company
limited by shares. Zubara is the wholly-owned subsidiary of Lime Petroleum Ltd. Rex Oil & Gas
entered into a concession agreement with the Government of Sharjah on 6 July 2011, in relation
to the right to explore and produce hydrocarbons from the Sharjah Concession. Rex Oil & Gas
assigned all rights and obligations of this agreement to Zubara on 31 August 2011. Zubara
currently owns the entire participating interest in the Sharjah Concession which was effective 6
June 2011.
GENERAL INFORMATION ON OUR GROUP
105
On 26 August 2011, Lime Petroleum Ltd. acquired a 59.0% interest in Dahan, a company limited
by shares incorporated in the British Virgin Islands on 30 April 2010. Dahan owns the entire
concession right to RAK North Concession in Ras al-Khaimah, pursuant to the RAK North EPSA
entered into between the Government of Ras al-Khaimah (as represented by Rakgas LLC) and
Dahan which was effective 24 May 2010.
Lime Petroleum Ltd. acquired a 74.0% interest in Masirah on 30 August 2011. Masirah is a
company limited by shares which was incorporated in the British Virgin Islands on 2 April 2009.
Masirah holds the entire participating interest in the Block 50 Oman Concession pursuant to the
Block 50 EPSA which was entered into between the Government of the Sultanate of Oman, Rex
Oil & Gas and Petroci Holding, which was subsequently assigned by Rex Oil & Gas and Petroci
Holding to Masirah on 28 March 2011. Lime Petroleum Ltd.s interest in Masirah was subsequently
reduced to 64.0% on 24 May 2012 pursuant to the exercise of a call option entered into for the
purchase of shares held by Lime Petroleum Ltd. in Masirah by Petroci Holding.
Lime Petroleum Ltd. is a wholly-owned subsidiary of Lime Petroleum Plc. Lime Petroleum Plc was
incorporated on 15 August 2011 under the laws of the Isle of Man with Rex Oil & Gas and
Schroders as its shareholders in the proportions 88.2% and 11.8% respectively.
On 24 October 2011, Gulf Hibiscus, the wholly-owned subsidiary of Hibiscus Petroleum, a
company listed on Bursa Malaysia, entered into (a) a conditional share subscription agreement
with Lime Petroleum Plc to subscribe for new shares in the capital of Lime Petroleum Plc; (b) a
conditional share purchase agreement with Rex Oil & Gas to purchase a certain number of shares
in the capital of Lime Petroleum Plc; and (c) the Lime Petroleum Shareholders Agreement, for the
purposes of acquiring an aggregate of 35.0% of the enlarged issued and paid-up share capital of
Lime Petroleum Plc. A PMTSA was entered into between Hibiscus Oilfield, a wholly-owned
subsidiary of Hibiscus Petroleum, and Lime Petroleum Plc on 24 October 2011 for Hibiscus
Oilfield to provide project management and technical services to Lime Petroleum Plc in relation to
Lime Petroleum Plcs existing and future oil and gas concessions in the Middle East region. The
entries into the abovementioned arrangements with Gulf Hibiscus were to enable our Group to
cross-benefit from the management expertise of the Hibiscus Petroleum group of companies to
complement our exploration and production operations in the Middle East.
The acquisition of Lime Petroleum Plc by Gulf Hibiscus was to be implemented in a two-stage
process. Upon the satisfaction of all the conditions at the first stage on 4 November 2011, Gulf
Hibiscus acquired 3.1% of the then-existing share capital of Lime Petroleum Plc on 17 November
2011. Accordingly, Rex Oil & Gas and Schroders interest in Lime Petroleum Plc decreased to
85.5% and 11.4% respectively. Upon the completion of the sale of the entire 35.0% interest in
Lime Petroleum Plc on 13 April 2012, Rex Oil & Gas and Schroders held interests of 56.4% and
8.6% in Lime Petroleum Plc respectively.
We incorporated Baqal under the laws of the British Virgin Islands as a company limited by shares
on 6 January 2012. Baqal is wholly-owned by Lime Petroleum Ltd. On 10 April 2012, Baqal
entered into the RAK Onshore EPSA with the Government of Ras al-Khaimah, which granted
Baqal the entire rights to the RAK Onshore Concession.
On 28 August 2012, Rex Oil & Gas entered into the Participation and Exploration Agreement with
Fram and Loyz Oil in relation to the US Concessions, a portfolio of onshore petroleum leases in
the USA in the states of Colorado and North Dakota. Rex Oil & Gas assigned the benefit and
obligations of the Participation and Exploration Agreement to Rex US Ventures on 10 December
2012. On 14 June 2013, Rex US Operating was joined as a party to the Participation and
Exploration Agreement where Rex US Ventures assigned all of its right, title and interest in, to and
GENERAL INFORMATION ON OUR GROUP
106
under the Petroleum leases in relation to the US Concessions to Rex US Operating. Based on the
Participation and Exploration Agreement, we will receive 20% of the net revenue derived from the
drilling campaign of the 80 Commitment Wells. Please refer to the section entitled General
Information on our Group Business Activities of this Offer Document for further information on
our operations in the US Concessions.
Rex International BVI was incorporated on 24 September 2012. In March 2013, our Group
acquired Rex Oil & Gas, Rex International BVI and Rex International Investments as part of the
Restructuring Exercise for the purposes of the Listing. We further entered into the Fram
Transaction Documents with Fram on 21 March 2013 as an investment, pursuant to which, Fram
became our associated company. Please refer to the section entitled Restructuring Exercise of
this Offer Document for more information.
On 21 March 2013, our Company and our wholly-owned subsidiary, Rex South East Asia, entered
into the HiRex Shareholders Agreement with Orient Hibiscus, Hibiscus Petroleum and HiRex in
respect of a joint venture between Hibiscus Petroleum and our Group in our joint venture entity,
HiRex. Our interests in HiRex are held through Rex South East Asia. HiRex was incorporated for
the purposes of investments in exploration assets in the Asia-Pacific region. Pursuant to the HiRex
Shareholders Agreement, each of Orient Hibiscus, Hibiscus Petroleum, our Company and Rex
South East Asia have granted HiRex the HiRex ROFR. Please refer to the section entitled Group
Structure Shareholders Agreements of this Offer Document for more information. Support
services in HiRex relating to, among others, various technical, business development and
financial services, will be granted by Orient Hibiscus under the terms of a support services
agreement which was entered into between Orient Hibiscus and HiRex on 21 March 2013. Triax
Ventures Corp and Mr Ainul Azhar Ainul Jamal have subscribed for shares in HiRex pursuant to
agreements dated 17 June 2013 and 11 June 2013 respectively. The subscription by Triax
Ventures Corp has not been completed and upon completion, Triax Ventures Corp will hold 15%
in the issued share capital of HiRex, Mr Ainul Azhar Ainul Jamal will hold 3% in the issued share
capital of HiRex and Rex South East Asia and Orient Hibiscus will each hold 41.0% of the issued
share capital of HiRex.
On 17 April 2013, Lime Petroleum Norway AS entered into an agreement with North Energy, a
company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its
participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration
of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace
two (2) of these concessions in or around June or July 2013 with another two (2 concessions of
equivalent size. Lime Petroleum Plcs participating interest in each Norwegian Licence ranges
from 5.0% to 12.5%.
INDEPENDENT VALUATION
For the purposes of the Listing, we have commissioned the Independent Valuer, Fox-Davies
Capital Limited, to conduct a valuation of our interests in the US Concessions and our 24% equity
interests in Fram. The Independent Valuation Report has been prepared in accordance with the
SPE PRMS and the VALMIN Code.
The Independent Valuer valued our Companys 20% interest in the reserves/contingent resources
in the US Concessions, which is the subject of the Independent Valuation Report, at a risked
technical asset value of US$79 million (net present value after tax discounted at 10%, using P
50
reserve and contingent resources and applying forward oil curve pricing escalating at 2% (Base
Case Pricing Scenario), then adjusted for risk and our Companys 20% interest).
GENERAL INFORMATION ON OUR GROUP
107
In addition to our Companys 20% interest in the reserves/contingent resources in the US
Concessions, we also have a further interest by virtue of our 24% equity interest in Fram that adds
US$57 million to our risked technical asset value (the Risked Technical Asset Value). Our total
Risked Technical Asset Value from the addition of our 24% shareholding in Fram is summarised
in the table below.
Contributor
Contribution
(US$ million)
20% interest in the US Concessions 79
Our Companys 24% interest in Fram 57
Implied Overall Valuation 136
Source: Fox-Davies estimates
The Independent Valuer has considered the matrix of Risked Technical Asset Values for oil price
and reserves/contingent resources held directly and indirectly by our Company and the other
sensitivity analyses that were undertaken in arriving at a preferred valuation and upper and lower
value limit and concludes that the preferred valuation is best represented by the Risked Technical
Asset Value using the Base Case Pricing Scenario and P
50
reserve case (the Best Estimate),
while the value range is best represented by the P
90
reserves case at the lower value limit (the
Low Estimate), and P
10
at the upper value limit (the High Estimate). The resulting valuation
range and Best Estimate that is set out in the table below also represents the fair market value
of the Companys 20% interests in the US Concessions and 24% equity interests in Fram as at a
valuation date of 14 May 2013.
Risked Technical Asset Value
(US$ million)
Oil Price Scenario: Forward Curve &
Escalating
Low
Estimate
Best
Estimate
High
Estimate
RIHs direct 20% interest in the US Concessions
and 24% equity interest in Fram 89 136 187
Source: Fox-Davies estimates
We also have a 65% interest in Lime Petroleum Ltd. that has an exploration portfolio in the Middle
East and Norway with significant prospective resources. The remaining 35% interest in Lime
Petroleum Ltd is held by Hibiscus Petroleum, an E&P company listed on Bursa Malaysia.
Please refer to the section entitled Appendix F Independent Valuation Report of this Offer
Document for further details.
GENERAL INFORMATION ON OUR GROUP
108
BUSINESS ACTIVITIES
Our Group is principally involved in the business of oil and gas exploration and production. Our
concessions are located in the Middle East, Norway and the USA. We co-operate with several
partners in the development, management and operation of our concessions and licences.
(1)
Figure 1: Location of our Companys concessions, licences and participating interests.
Note:
(1) Pursuant to an agreement between Lime Petroleum Norway and North Energy. North Energy assigned the relevant
participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for a consideration of NOK
28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in
or around June or July 2013 with another two (2) concessions of equivalent size. As such, the two (2) licences are
not reflected in the diagram above.
Our Middle East and Norwegian operations are carried out by Lime Petroleum Plc, our subsidiary
in which we hold 65% interest. In the Middle East, Lime Petroleum Plc, through its wholly-owned
subsidiary, Lime Petroleum Ltd., currently holds between 59% and 100% of four (4) different
concessions in the UAE and the Sultanate of Oman. Upon successful discovery in Oman, the
Government of the Sultanate of Oman has an option of up to 25% of the participating interest in
the Block 50 Oman Concession. In Norway, Lime Petroleum Plc holds between 5.0% to 12.5% in
four (4) different concessions in the Norwegian Continental Shelf. Our Company is also entitled
to a profit-sharing participation of 20% in the exploration and production of the US Concessions.
Please refer to the section entitled General Information on our Group History of this Offer
Document for further details.
In respect of our oil and gas exploration activities, our Group applies Rex Technologies, a set of
proprietary and innovative exploration technologies, which provide us with the ability to increase
the possibility of finding hydrocarbon reserves and reduce the duration of, as well as the risks and
costs involved in the exploration process. Please refer to the sections entitled General
Information on our Group Exploration Process and General Information on our Group
Technologies of this Offer Document for further details.
GENERAL INFORMATION ON OUR GROUP
109
Due to the nature of our industry, we will experience a higher growth in value in the exploration
stage when discoveries of resources are made. Most of our concessions and/or licences are in the
exploration phase and our access to Rex Technologies provides particular value-add to this stage
of the exploration and production value chain. The exploration and production value chain in the
oil and gas industry is set out in the chart below, together with information on the positions of our
concessions and/or licences within the value chain.
Figure 2: Illustration of the exploration and production value chain in the oil and gas industry and the positions of
our concessions and/or licences within the value chain.
GENERAL INFORMATION ON OUR GROUP
110
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P
114
Our Group may from time to time participate in new concessions and/or licences. We seek to
partner in new concessions and/or licences where seismic data on these concessions and/or
licences is already available. This will translate into greater cost savings for our Group as we will
then not need to bear the cost of acquiring such seismic data for our analyses of the concessions
and/or licences.
Our Group is continually exploring new investment opportunities and we are constantly in
discussions with various parties for acquisitions and strategic partnerships. Where any such
opportunity becomes definitive, we will make the requisite announcements required by the
relevant laws and regulations, and seek Shareholders approval, where necessary.
Participation rights in the USA
Introduction
Pursuant to the Participation and Exploration Agreement for the 80 Commitment Wells, our
Company and Loyz Oil are responsible for the implementation of a drilling plan for the wells, which
are to be drilled within a period of 24 months commencing from the date the first well was
spudded, being 7 May 2013. The drilling campaign will take place first within the North Dakota
Concession before commencing within the Colorado Concession.
Our Company, together with Loyz Oil, are jointly responsible for providing the drilling locations as
well as the types of wells to be drilled. Under the Participation and Exploration Agreement, our
Company and Loyz Oil shall, through our associated company, Loyz Rex Drilling, in which we hold
49% of, provide two (2) onshore drilling rigs for use and will provide funding for the drilling rigs.
Risks and benefits of cost overruns or savings will be borne by our Company and Loyz Oil. We will
apply Rex Technologies to define the drilling locations and the types of wells depending on the
potential reservoir structures and geometry.
Based on the Participation and Exploration Agreement, we will receive 20% of the net revenue
derived from the drilling campaign of the 80 Commitment Wells.
On 21 March 2013, we entered into a share swap with the Fram Shareholders, pursuant to which
we hold 24% of the issued share capital in Fram. Accordingly, our Company will also share the
benefits and liabilities of our US Concessions through Fram. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more information.
Geography of our US Concessions
Frams aggregate net interests in the Colorado Concession and the North Dakota Concession
span approximately 60,102 acres (243 sq km).
The Colorado Concession comprises Frams oil and gas interests in Colorado, which is primarily
located in the Whitewater Federal Production Unit in Mesa and Delta counties, geologically
situated in the Piceance basins. The North Dakota Concession comprises Frams oil and gas
interests in North Dakota, located in the Williston basin in Renville county.
GENERAL INFORMATION ON OUR GROUP
115
L
o
w

R
e
s
Figure 3: Location of our US Concessions.
Figure 4: Whitewater Federal Production Unit, Piceance basin in North-Western Colorado.
GENERAL INFORMATION ON OUR GROUP
116
Figure 5: Frams leases in the Williston basin, North Dakota.
Current status, reserves, prospects and opportunities
The US Concessions have both reserves and contingent resources and the current drilling
programme is already fully funded.
According to the Qualified Persons Report, the resource and reserve estimates for the US
Concessions have been prepared in compliance with the reporting standards and definitions of
reserves and resources as specified in the SPE PRMS. The volumetric calculations for the amount
of reserves in the Whitewater Federal Production Unit and the resources in the Williston basin
were based on the 19,000 acres oil-bearing part in the Whitewater Federal Production Unit and
the 695 acres oil-bearing part in the South Greene field of Williston basin on which the drilling
program for the US Concessions will take place over the next two (2) years. The oil reserves
estimate
(1)
attributable to our Company in the Whitewater Federal Production Unit is as follows:
Category
Total gross
reserves
attributable
to the
concession
(MMBbI)
Net reserves
attributable to our
Company from our
direct 20% interest
in the US
Concessions
(MMBbI)
Net reserves
attributable to
our Company
from our 24%
interest in Fram
(MMBbI)
Total net
reserves
attributable
to our
Company
(MMBbI)
1P
(2)
14.9 2.4 1.7 4.1
2P
(3)
20.4 3.3 2.4 5.7
3P
(4)
26.5 4.3 3.1 7.4
GENERAL INFORMATION ON OUR GROUP
117
The oil contingent resources estimate
(1)
attributable to our Company in the Williston basin is as
follows:
Category
Total gross
contingent
resources
attributable to
the concession
(MMBbI)
Net contingent
resources
attributable to our
Company from our
direct 20% interest
in the US
Concessions
(MMBbI)
Net contingent
resources
attributable to
our Company
from our 24%
interest in Fram
(MMBbI)
Total net
contingent
resources
attributable
to our
Company
(MMBbI)
1C 0.16 0.026 0.018 0.044
2C 0.27 0.043 0.031 0.074
3C
(5)
0.38 0.061 0.044 0.105
Notes:
(1) The procedures and parameters used for reserves and resources estimation are set out in the section entitled
Resource and Reserve Estimates of the Qualified Persons Report as set out Appendix E of this Offer Document.
(2) 1P: Proved.
(3) 2P: Proved + Probable.
(4) 3P: Proved + Probable + Possible.
(5) Total contingent resources are equal to 3C estimates.
Extensive work had been previously undertaken to understand the sedimentary evolution,
structural setting, and the distribution of reservoir properties of the Dakota formation. The Dakota
formation is the main reservoir in the Whitewater Federal Production Unit area. Studies carried out
include regional surface mapping and outcrop reservoir section logging, analyses of cores and
cuttings from wells and the interpretation of electric and image logs of wells. This approach allows
the definition of the dimensions and stacking patterns of channel sands that are the main reservoir
rocks. It has been observed that three (3) types of channel systems exist, namely stacked
channels, channel systems with lateral accretion and incised valley channels, eroding into the
current formation. In the Dakota formation, systems with lateral accretion are seen to be
dominating. Individual channels with rippled beds are also observed.
Exploration wells are typically drilled down to the base of the Mancos and a core is then allowed
to run through the entire length of the Dakota formation into the underlying Cedar Mountain
formation. Production wells are typically drilled at a high-angle through the Dakota formation,
terminating either at the base of the Dakota formation or at the very top of the underlying Cedar
Mountain formation.
In respect of the Williston area, geological data from wells and adjacent fields have also been
utilised to identify reservoir intervals and preserved porosities and permeabilities of (a)
grainstones without matrix; (b) packstones with matrix but porosities stemming from dissolved
fuels; and (c) shallow water algal mats. For exploration and production wells, a well is drilled to
the chosen reservoir which, depending on location, is either the Bluell formation or the Sherwood
formation, or both. A core is then taken from the reservoir formation and examined at the surface
and sent off for laboratory analysis.
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118
We began our drilling operations in North Dakota on 7 May 2013 and intend to drill our 80
Commitment Wells in the 24 months following this spudding. The table below sets out our tentative
drilling plan in the US Concessions, which may be subject to changes during the progress of our
operations.
Plan for exploration and
development of wells 2013 2014 2015 Total
Whitewater Federal Production Unit 26 35 9 70
Williston basin 4 5 1 10
Total number of planned wells 30 40 10 80
Our Group constantly evaluates the operations and adjustments made to our work plans based on
our on-site findings and experience.
The forecasted aggregate end-of-year oil production per day at the Whitewater Federal
Production Unit and the Williston basin attributable to Fram, Loyz Oil and Rex US Ventures under
the Participation and Exploration Agreement is set out in the table below, which is also set out in
the Qualified Persons Report.
Production (bpd) 2013 2014 2015
Whitewater Federal Production Unit 1,320 2,928 2,936
Williston basin 209 410 328
Total production 1,528 3,338 3,264
Based on the above projected production schedule, the current reserves of the Whitewater
Federal Production Unit and the current resources of the Williston basin can be extracted beyond
30 years and 10 years respectively.
The above production schedule is based on various assumptions made by our Group including the
anticipated planned further drilling by Fram and there is no assurance that our Group will be able
to achieve the above production estimates due to a variety of reasons including but not limited to,
delays in the implementation of certain operational processes and lower than estimated recovery
rate. Please refer to the section entitled Risk Factors Risks relating to our Groups business
Our future cash flow, results of operations and financial position will be affected if we fail to
achieve our production estimates of this Offer Document for details.
Concessions rights in the Middle East
Introduction
Our Middle East Concessions are held through Lime Petroleum Plc in which we hold a
shareholding interest of 65%. Please refer to the section entitled Group Structure of this Offer
Document for information on our effective interests in the Middle East Concessions.
GENERAL INFORMATION ON OUR GROUP
119
The RAK North Concession is located on the west coast of Ras al-Khaimah, in the east of the
Persian Gulf. It is demarcated in Figure 7 of this Offer Document, covering an area of 300 sq km
and encompasses the Saleh field, which has been producing oil and gas for the past 23 years.
The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras
al-Khaimah.
The Sharjah Concession spans 1,600 sq km on the east coast of Sharjah.
The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east
coast of the Sultanate of Oman.
Figure 6: Our Groups Portfolio in the Middle East.
The Middle East Concessions are governed by exploration and production sharing agreements
and a concession agreement, which sets out the rights and obligations of the parties under the
respective agreements. Please refer to the table in General Information on our Group Business
Activities of this Offer Document for more information on our interests in the Middle East
Concessions and the length of the terms to which we have rights in each Middle East Concession.
The Middle East Concessions are managed by Hibiscus Oilfield under the terms of the PMTSA.
Hibiscus Oilfield is a wholly-owned subsidiary of Hibiscus Petroleum, which holds the remaining
35% interest in Lime Petroleum Plc. Pursuant to the PMTSA, Lime Petroleum Plc shall pay project
management fees to the project manager on an actual cost basis plus a margin of 7% every
month.
GENERAL INFORMATION ON OUR GROUP
120
Geography of our Middle East Concessions
RAK North Concession
The RAK North Concession is located on the west coast of Ras al-Khaimah in the east of the
Persian Gulf. It is demarcated in Figure 7 of this Offer Document, covering an area of
approximately 300 sq km and encompasses the Saleh field, which has been producing oil and gas
for the past 23 years. The main reservoirs in this block are the mid and lower Cretaceous
carbonates deposited on the Arabian platform. The petroleum system in this block is similar to
some of the main trend found in the Arabian Gulf area.
Figure 7: RAK North Concession, Prospect and Lead Outlines.
RAK Onshore Concession
The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras
al-Khaimah. This block is located near the eastern edge of the Arabian carbonate platforms and
hosts the relevant reservoirs and hydrocarbon source system. The structural geology is affected
by the formation of the Oman Mountains, which results in traps situated in a complex thrust
tectonic situation.
GENERAL INFORMATION ON OUR GROUP
121
Figure 8: RAK Onshore Concession, Main Fault, Wells and Leads Outlines.
Sharjah Concession
The Sharjah Concession spans approximately 1,600 sq km on the east coast of Sharjah. This
block is in a virgin petroleum province, forming a part of the northern Sohar basin. The main
projected reservoirs are the mid tertiary slope fans fed from the main land or carbonate build-ups.
Source rock intervals have been defined in wells located north of the block.
GENERAL INFORMATION ON OUR GROUP
122
Figure 9: Sharjah Concession Oligocene Carbonate Prospect.
Block 50 Oman Concession
The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east
coast of the Sultanate of Oman, where the sedimentary basin includes the Cretaceous and
Jurassic carbonate platform reservoirs as well as pre-cambrian carbonates and sandstones. The
basin is separated from the inland oil producing basins by a long standing basement high. The
eastern part of the block is covered by a thick layer of overthrusted mixed rocks of deepwater
origin, so called melange.
GENERAL INFORMATION ON OUR GROUP
123
Gravity anomalies Block 50 Oman
Figure 10: Image resulting from the use of Rex Gravity, showing gravity anomalies to the west of the southern tip
of Masirah in Oman.
GENERAL INFORMATION ON OUR GROUP
124
Figure 11: Image produced by Rex Seepage, showing the presence of leaking hydrocarbons to the south of
Masirah, Oman.
Current status, prospects and opportunities
We intend to start exploratory drillings in our Middle East Concessions. We have planned to drill
two (2) wells in the Block 50 Oman Concession in 2013. Contingent upon positive well results from
the drilling operations, we may consider drilling additional exploration or appraisal wells in 2014
and 2015 in Oman. We intend to drill our first exploration well in the Sharjah Concession by June
2014. If reserve estimates warrant, we will consider preparing a field development plan and to
enter into exploration and production sharing agreements as opposed to selling off the oil in the
ground.
In respect of the RAK North Concession, we have identified several good prospects and plan to
drill the first well by early 2014. In case of a discovery, we will undertake a commercial evaluation
to decide and implement further exploration and development plans. These plans may include
immediate commercial development or an appraisal well for the sale of oil in the ground.
Additional surveys will be carried out in respect of the RAK Onshore Concession to which we will
obtain new seismic information on, and exploratory drilling is intended to commence in 2014
should the evaluation of the RAK Onshore Concession be deemed positive.
GENERAL INFORMATION ON OUR GROUP
125
Our Group intends to farm-out part of our equity in the Middle East Concessions, and we have
entered into discussions with some potential investors. We will carry out the aforementioned
scheduled spudding of the Middle East Concessions with such additional funds from the
farm-outs.
All our activities in the Middle East Concessions are performed to increase their value. In line with
our strategy, we intend to retain the flexibility of selling our interests in the concessions at suitable
timings at any part of the exploration and production value chain.
Licence rights in Norway
Introduction
On 17 April 2013, Lime Petroleum Norway entered into an agreement with North Energy, a
company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its
participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration
of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace
two (2) of these concessions in or around June or July 2013 with another two (2) concessions of
equivalent size, Lime Petroleum Norways participating interest in each Norwegian Licence
ranges from 5.0% to 12.5%. The Norwegian Licences cover an aggregate area of approximately
2,022 sq km. We will run traditional geological and geophysical exploration work processes and
also utilise Rex Technologies to carry out proprietary geophysical data processing on the
Norwegian Licences. We believe that this in-house processing of seismic data will be able to
enhance the chances of discovering commercial quantities of hydrocarbons in Norway.
Our Company extended our collaboration with North Energy in 2Q 2013 whereby we have the
right, but no obligation, to 50% of any licence which North Energy has title to, pursuant to
screening and processing of the geological and geophysical data of these licences with the use
of Rex Technologies. We will have the discretion to decide which licences we wish to participate
in further to which we will invest in the drilling operations of these licences. Our decision to
participate in a certain licence will be based on traditional geological and geophysical exploration
work processes coupled with data interpretation from the use of Rex Technologies, which has
been agreed between Rex Technology Management and North Energy, and will be at no cost to
our Group.
Our long-term objective is to co-operate with prominent and established partners in the Norwegian
market such as Grupa Lotos SA, Edison S.p.A and North Energy in the development, management
and operation of our Norwegian Licences.
Our activities in Norway are subject to a reimbursement in respect of development costs which
amount to approximately 78% of our total expenses in Norway, which further minimise our
financial risk in the Norwegian Licences.
Geography of our Norwegian Licences
Of the four (4) licences in which we have an interest, two (2) are located in the southern region
of the North Sea, in Central Graben with Ekofisk and Valhall as the best known oil fields in that
area. Two (2) of our licences lie 45 kilometres south-east of the famous recent discovery of Johan
Sverdrup at the latitude of Stavanger.
GENERAL INFORMATION ON OUR GROUP
126
PL 503 & PL503B Valberget
PL 616 Skagastl
PL 498 Skagen
Figure 12: Location of our Norwegian Licences
(1)
.
Note:
(1) Pursuant to an agreement between Lime Petroleum Norway and North Energy. North Energy assigned the relevant
participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for a consideration of NOK
28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in
or around June or July 2013 with another two (2) concessions of equivalent size. As such, the two (2) licences are
not reflected in the diagram above.
Current status, prospects and opportunities
On 8 February 2013, our subsidiary, Lime Petroleum Norway, obtained pre-qualification status as
a licensee in Norway. Our operations in the Norwegian Licences are in the preliminary exploration
stages and we have not commissioned an independent assessment of the resources in the
Norwegian Licences.
GENERAL INFORMATION ON OUR GROUP
127
We intend to participate in a greater number of screenings for potential licences, and apply for
additional licences by the end of 2013. The first well in Norway is estimated to be drilled in late
2013 or early 2014.
Exploration Process
Our exploration process is divided into three (3) main stages, namely, detection, prospect
definition and characterisation and reservoir verification.
The following sets out the workflow involved in arriving at the exploration decision on a certain
area.
Detection:
Data acquisition
(gravimetric,
infrared,
seismic)
Detection:
Raw data
processing
Detection:
Review by
geological and
geophysical
experts
Prospect
definition and
characterisation:
Area selection for
further detailing
Prospect definition
and
characterisation:
Detailed data
processing
Reservoir
verification:
Exploration
decision
Detection
Detection of oil and gas in a region, country or concession occurs in three (3) steps, namely,
anomaly detection, oil presence identification and geological outlining.
With data which we acquire from third parties, we process the raw data and carry out anomaly
detection through the use of Rex Gravity, which detects possible hydrocarbon accumulations
through use of satellite altimetry and bathymetry. Rex Gravity relies on density differences
between hydrocarbons and the surrounding crust to detect anomalies.
Oil presence identification is done with Rex Seepage, which verifies hydrocarbon presence at sea
surface through the use of thermal imagery satellite information. Oil seepage is a natural
occurrence from the sea bed due to tectonic plate movement. Leaking oil in the sea bed rises to
the water surface creating thin oil layers. These layers absorb and emit solar energy differently
from surrounding water and these differences can be measured. Traditional oil seepage imaging
is difficult to interpret due to factors such as, for example, currents or man-made oil leaks and the
satellite must also be able to capture the oil slick before it is spread out over a large area. Rex
Seepage is advantageous as it is unaffected by timing, is highly sensitive and as a result, is more
effective than traditional seepage imaging technologies.
These steps are carried out together with geological outlining done through interpretation by
geologists and geophysicists. Studies and surveys compiled include information on the changes
in Earths gravitational and magnetic field that could indicate the presence of oil or gas.
GENERAL INFORMATION ON OUR GROUP
128
Prospect Definition and Characterisation
We carry out prospect definition through detailed data processing with the use of integrated 2D,
3D seismic surveys in more specific areas for further detailing. Sound waves are sent into the
ground and depending on the different rock layers, these sound waves are reflected back at
different time intervals. This allows us to determine how deep the reflecting layers of rock are. The
recorded seismic data is processed real-time and interpreted by programmes which map out
estimated images of the underlying surveyed rock layers which may reveal oil and gas prospects.
Reservoir characterisation is carried out with Rex Virtual Drilling, which based on advanced
seismic data analysis, can accurately visualise and predict the location of liquid hydrocarbons in
the sub-terrain. Rex Virtual Drilling significantly increases the ability to detect hydrocarbon
reserves and significantly reduces the duration of, as well as the risks and costs involved in the
exploration process. The tool also permits volumetric calculations of the reservoir as well as some
quality aspects of the oil in the ground.
Reservoir Verification
Once all ground level analysis has been completed, reservoir verification is done through
exploration drilling after an exploration decision has been made. An exploratory well is drilled to
determine whether oil or gas exists in a given location. Various instruments are then used to
collect data on the rocks and fluid layers beneath ground level for further analysis. This is done
by way of running a core through selected portions of the exploration well. A quad-combo logging
suite may be run in and logs acquired for evaluation. If the core reveals presence of a good quality
reservoir along with evidence of hydrocarbons, the prospective zone is then perforated and
tested.
Upon the completion of all the aforementioned steps, we will then determine whether extraction
of the available oil and gas at a reservoir is commercially viable.
Production Process
After the locations to commence oil & gas production are determined, we will implement a plan to
optimise production rates efficiently and economically.
Drilling rigs are set up either on land or on floating platforms for onshore or offshore production
respectively. An oil well is drilled, and contingent upon the success of finding oil, may be
completed to prepare for production. Once a commercial oil production in the well has been
confirmed and the well completed, the drilling rig will be removed and equipment for extraction,
separation, storage and at some times, pipeline transportation, will be set up.
As oil and gas is produced, it is immediately treated and put in intermediate storage for pick-up
by the off-take company or delivered directly into the pipeline. Oil is transported in pipelines if
available or collected in interim storage facilities for transport to a refinery.
Post-Production
Once a well is deemed to have reached the end of its production life based on given economic
conditions, the well plugging and abandonment process is initiated.
GENERAL INFORMATION ON OUR GROUP
129
Equipment installed for the purposes of oil and gas production are dismantled and removed.
Drilling sites are restored and roads and facilities may be removed as defined by the abandonment
programme.
TECHNOLOGIES
Introduction
Our Group has applied Rex Technologies to our exploration activities since our incorporation. Rex
Technologies were developed by the founders of Rex Partners, Dr Karl Lidgren and Mr Hans
Lidgren, and comprises the following proprietary innovative exploration technologies:
(a) Rex Gravity is used to detect possible hydrocarbon accumulations through use of satellite
altimetry and bathymetry to map out hydrocarbon prospects. Rex Gravity relies on density
differences between hydrocarbons and the surrounding crust to detect anomalies.
It is beneficial over traditional imaging technologies as it provides a potential anomaly map
based on satellite gravity data, compensates for water depth, has a high correlation with
known hydrocarbon accumulations and is highly cost efficient.
Figure 13: Rex Gravity
GENERAL INFORMATION ON OUR GROUP
130
L
o
w

R
e
s
Figure 14: Traditional vs Rex Gravity
(b) Rex Seepage is used to verify hydrocarbon presence at sea surface through the use of
thermal imagery satellite information. Oil seepage is a natural occurrence from the sea bed
and an advanced analysis of sea surface temperature and thermal infrared spectrum emitted
from the top ocean layer (less than 0.1mm) can indicate an increased likelihood of a
hydrocarbon reservoir in the sea bed below the ocean. As thin oil layers absorb and emit
solar energy differently from sea water without oil sheens, this difference can be detected by
satellite infrared sensors and the information can be used to create maps of hydrocarbon
leaking areas offshore. The emissivity of water and oil is different depending on the time of
observation.
The advantage of Rex Seepage as compared to traditional imaging technologies is that it
produces high resolution images and these images are obtained through a much larger set
of satellite images taken at frequent intervals and over many years, unlike traditional
seepage imaging technologies which typically only capture oil seepages in one or a few
images per area of interest. This allows Rex Seepage to be more accurate than many similar
technologies in use today.
Figure 15: Rex Seepage
GENERAL INFORMATION ON OUR GROUP
131
Figure 16: Traditional vs Rex Seepage Invisible oil slicks can be imaged by taking photos of the water
surface at a certain angle to the sunlight.
(c) Rex Virtual Drilling is used to detect liquid hydrocarbon accumulations using seismic data
interpretation techniques. Seismic responses are characterised and the exact location and
formation of oil reservoirs can be pinpointed. The results provide information about the
location of the oil reservoir, quality of oil and also act as a base for volumetric calculations.
Rex Virtual Drillings advantages over traditional imaging technology lies in its ability to use
regular seismic data to carry out advanced seismic data analysis to accurately visualise and
predict the location of liquid hydrocarbons in the sub-terrain and thereby accurately pinpoint
reservoir locations, formations and size. This in turn leads to a significantly reduced need for
exploration and appraisal drilling and shortened exploration time, accordingly, reducing the
duration of, as well as the risks and costs involved in the exploration process. In addition,
migration paths may be observed with the use of Rex Virtual Drilling. We believe that the use
of Rex Virtual Drilling provides us with the ability to see the oil in the ground which is a clear
differentiation from other seismic interpretation services presently available in the market.
Figure17: Rex Virtual Drilling
GENERAL INFORMATION ON OUR GROUP
132
Oil findings using Rex Virtual Drilling Traditional Geologist findings
Figure 18: Traditional vs Rex Virtual Drilling
The IP Licence Agreements
As at the Latest Practicable Date, we hold a licence to the right to use Rex Technologies, which
has been granted by Rex Technology Management under the IP Licence Agreements. Rex
Technology Management will provide the use of Rex Technologies to our Group for as long as Rex
Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates hold
in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our
Company. The provision of Rex Technologies by Rex Technology Management to us is on terms
that are more favourable than normal commercial terms and are not prejudicial to the interests of
our Company and our minority Shareholders. Please refer to the sections entitled Interested
Person Transactions Present and On-going Interested Person Transactions IP Licence
Agreements between Rex Technology Management and our Group and Appendix H Letter from
the Independent Financial Adviser to the Independent Non-Executive Directors of this Offer
Document for more information.
Results
Raw data acquired is processed with Rex Technologies and after analyses are carried out, the
results entail information such as the depth of the reservoir from sea level, the volume present in
the reservoir and the exact location of these reservoirs. We are able to analyse and obtain such
results with 2D or 3D seismic data. If 3D data is made available to us, the information we are able
to obtain from the data would provide a much greater level of detail. In addition, the results will be
able to accurately indicate where drilling should take place. It is important to be precise in a drilling
operation and should the drilling location be inaccurate, the underlying reservoir may not be
detected during drilling. With the information obtained from the use of Rex Technologies, we can
make informed decisions on whether exploratory drilling should be undertaken.
Data processed with Rex Technologies by Rex Technology Management is verified by our
Company. Upon completion of the data analysis by Rex Technology Management for our
Company, the analysis and a report are provided to us. Both we and Rex Technology Management
subsequently discuss the results, together with geological and geophysical experts to ensure that
the data are relevant and accurate. However, should we obtain corrupted primary data or if
uncertainties are introduced into the raw data, errors may arise as corrupted data could be difficult
GENERAL INFORMATION ON OUR GROUP
133
to detect due to factors such as natural interference. In the case of apparent errors or data
anomalies, both we and Rex Technology Management will review the case primary data again and
may reprocess it as required. At any given time, we have the right to review data together with Rex
Technology Management to ensure a fast and accurate interpretation process. Please refer to the
section entitled Risk Factors Risks Relating to our Groups Business Our accurate utilisation
of Rex Technologies is exposed to erroneous or corrupted primary data obtained from third party
data providers of this Offer Document.
Tests
The potential of Rex Technologies is reflected in a set of blind tests carried out during 2012 and
2013. In the case of North Energy, they designed eight (8) controlled blind tests in order to assess
the accuracy of Rex Technologies. Seismic information was provided for each test. North Energy
did not disclose any information about the location of the seismic data or the well results, or
whether or not there was presence of hydrocarbons. Based on these blind tests set out by North
Energy, Rex Technologies predicted the well results which were later confirmed to be 100%
accurate. Such prediction included information on whether a certain area was a dry well, and if
not, the exact location of the reservoirs and the depth of such reservoir and the volume, type and
porosity of oil present in the reservoir. Further, Rex Technologies were used on four (4) live tests
for North Energy on wells that were about to be drilled and to which no party had access to the
final data as such data was not yet available. After actual completion of drilling was carried out,
the predictions from the use of Rex Technologies were proven to be 100% accurate. Following the
positive results of these tests, North Energy entered into a strategic long-term partnership with
Lime Petroleum Norway and Rex Technology Management Ltd.
We have also successfully carried out blind tests for Hibiscus Petroleum and Fram, pursuant to
which we subsequently entered into our current partnerships with them.
Rex Technologies has also been used to conduct several additional blind tests with 100%
prediction accuracy.
The following is a table setting out the results of 18 external tests conducted using Rex Virtual
Drilling in the past 24 months.
Test No. Type of Test Test Location
Prediction using
Rex Technologies Test results
1 Blind test
(1)
Norway HF
(2)
Correct and verified by
testing party
(3)
2 Blind test
(1)
Norway HF
(2)
Correct and verified by
testing party
(3)
3 Blind test
(1)
New Zealand HS
(4)
Correct and verified by
testing party
(3)
4 Blind test
(1)
India HF
(2)
Correct and verified by
testing party
(3)
5 Blind test
(1)
USA (onshore) HF
(2)
Correct and verified by
testing party
(3)
GENERAL INFORMATION ON OUR GROUP
134
Test No. Type of Test Test Location
Prediction using
Rex Technologies Test results
6 13 Blind test
(1)
Norway 3 were HF
(2)
,
2 were HS
(4)
and
3 were D
(5)
Correct and verified by
testing party
(3)
14 Live test
(6)
Ras al-Khaimah HS
(3)
Correct and publicly
published information
(7)
15 Live test
(6)
Norway D
(5)
Correct and publicly
published information
(7)
16 Live test
(6)
Norway D
(5)
Correct and publicly
published information
(7)
17 Live test
(6)
Norway HS
(4)
Correct and publicly
published information
(7)
18 Live test
(6)
Norway D
(5)
Correct and publicly
published information
(7)
Notes:
(1) Blind tests were based on seismic data provided by the testing party, which was aware of the results of the tests
provided, and we did not have prior knowledge about the exact location from which the seismic data were taken.
(2) A hydrocarbon finding, where sufficient hydrocarbons have been proved for the well to be commercially viable.
(3) This refers to the verification of the predictions using Rex Technologies by the provider of the data as the testing
party had already drilled in the area and knew the results. Such information is not available in the public domain.
(4) A hydrocarbon show, where hydrocarbons found are non-commercial due to economic unfeasibility of production.
(5) A dry well.
(6) Live tests were carried out in collaboration with our partners where we analysed seismic data using Rex
Technologies prior to the start of drilling campaigns.
(7) This refers to the verification of the predictions using Rex Technologies by the provider of the data based on the
drilling operations which took place after Rex Technology Management completed its seismic analysis using Rex
Technologies was completed. Such information has been published by the respective governments and is available
in the public domain.
From the results of the tests carried out, we believe our access to Rex Technologies will enable
us to reduce our risks in the exploration and development stage. Please note that we estimate
worldwide success ratios in exploration drilling using Rex Technologies to be in excess of 50%,
to which our Directors are of the opinion that this is much higher than the average worldwide and
industry-wide exploration success ratio of 10% to 15% which we have estimated based on the
experience and knowledge of our Groups oil and gas experts in the oil and gas industry, and our
future success expectations should be viewed in this context.
Advantages of the use of Rex Technologies
Rex Technologies is an important factor in our business strategy and our Directors are of the
opinion that it is a potential game-changer in the exploration and production industry. Our
Company has been successful in procuring concessions in the Middle East, Norway and
participating interests in the USA mainly because of the use of Rex Technologies. Our Directors
are of the opinion that the use of Rex Technologies will mitigate exploration risks by increasing the
probability of discovery, thereby enabling exploration to be completed in a shorter time frame and
reducing costs involved in the exploration process as we are able to obtain seismic data analysis
results in weeks as compared to the current industry standard, which may take years based on the
GENERAL INFORMATION ON OUR GROUP
135
amount of seismic data available. Our Directors are of the view that this will then translate into a
shorter lead time between the commitment of investment and the subsequent proving up of
reserves. The costs associated with the screening of new concessions and licences will also be
considerably lower. As such, we believe that our capacity to screen for new licences will also
correspondingly increase. The likelihood of drilling a dry well is reduced and as such, our Group
will benefit from such cost savings and increased profitability. The average cost of drilling a well
in the areas where our US Concessions are located is approximately US$1 million, approximately
US$30 million to US$50 million in areas where our Middle East Concessions are located and as
high as US$100 million in Norway. We believe that our access to Rex Technologies will allow us
to gain several years of headstart over our competitors in the exploration and production industry.
We are reliant on Rex Technology Management to continue to provide us with the use of Rex
Technologies. Our successful utilisation of Rex Technologies is subject to, among others,
obtaining accurate primary data. While we believe that the use of the Rex Technologies platform
will significantly enhance the chances of success in locating hydrocarbons during the drilling
operations, we cannot assure you that Rex Technologies will consistently deliver accurate
analyses and while Rex Technologies has provided accurate results in a series of tests provided
by third parties, we have yet to proof the accuracy of Rex Technologies in our concessions and/or
licences as at the date of this Offer Document. Please refer to the sections entitled Risk Factors
Risks Relating to our Groups Business We are reliant on Rex Technology Management to
provide us with the use of Rex Technologies, a set of proprietary and innovative exploration
technologies developed by the founders of Rex Technology Management and our majority
Shareholder and Risk Factors Risks Relating to our Groups Business Our accurate
utilisation of Rex Technologies is exposed to erroneous or corrupted primary data from third party
data providers of this Offer Document.
We intend to leverage on our access to Rex Technologies to acquire equity stakes in various
concessions and/or licences. We do not expect to generate significant revenue from the provision
of Rex Technologies as a stand-alone service offering as our business model is equity
participation in oil and gas concessions and/or licences. The business and profitability of our
Group is not materially dependent on any other patent, grant of licence from a third party,
industrial, commercial or financial contract (including a contract with a customer or supplier) or
specific production process.
MANAGEMENT COMMITTEE
The management of our Company is intimately involved in the management of the concessions
and licences in our Groups portfolio through the Rex International Technology Committee (the
RIT Committee). The RIT Committee is in charge of, among others, monitoring the work
programme of our various concessions, including our Middle East Concessions.
The founders of Rex Partners, Mr Hans Lidgren and Mr Svein Kjellesvik, and our Chief Technology
Officer, Mrs Lina Berntsen, are on the RIT Committee. Mr Svein Kjellesvik has entered into a
service contract with our Company as an executive, and our Company has nominated him to
assume the position of the chief executive officer of Lime Petroleum Plc. The RIT Committee
meets on a bi-monthly basis to assess the conditions and work progress of the concessions in our
Groups portfolio, and the RIT Committee reports directly to our Chief Executive Officer, Mr Mns
Lidgren. The minutes of the RIT Committee meetings are circulated to our Board of Directors.
Please also refer to the section entitled General Information on our Group History of this Offer
Document for information on Mr Hans Lidgren and Mr Svein Kjellesviks experience in the oil and
gas industry.
GENERAL INFORMATION ON OUR GROUP
136
MANAGEMENT AND OPERATIONS
Our strategy is to maintain a small but highly qualified organisation. Our Group outsources major
tasks such as well engineering, drilling management, field development and production. We are
currently carrying out such outsourcing through SPD Limited for our Middle East Concessions,
which provides well engineering services, for the planning and delivery of the first two (2) wells in
Oman.
Our subsidiary, Lime Petroleum Plc, has further entered into the PMTSA with Hibiscus Oilfield,
whereby Hibiscus Oilfield will provide certain project management and technical services for all
operational matters. Pursuant to the terms of the PMTSA, Hibiscus Oilfield has obligations to
report to Lime Petroleum Plc in respect of the performance of its services.
In Norway, our subsidiary, Lime Petroleum Norway, partners with our business partner, North
Energy and other established and recognised operators in the Norwegian Licences, and continue
to look at further farm-in opportunities.
Our US Concessions are operated by Fram Operating, which is a subsidiary of Fram. Pursuant to
a joint operating agreement entered into between Rex Operating, Rex US Ventures, Loyz Oil, Loyz
America Inc., Fram, Fram Federal Corporation, Fram Americas, and Fram Operating, on 26 March
2013, as amended on 14 June 2013, a three-member operating/management committee was
established to supervise and direct the operations in the USA whereby each of Fram, Loyz
America Inc. and Rex US Ventures have appointed one (1) representative. Each member of the
operating/management committee has one (1) vote in respect of any matter which is brought
before the operating/management committee. The operating/management committee will have
the authority to approve, among others, the engagement of independent contractors and agents
by Fram Operating, the personnel to be engaged by Fram Operating in connection with the
operations carried out in our US Concessions, the work programme and budget, significant
procurements and expenditures.
The collective roles of our operators in the various jurisdictions where we operate include, among
others, preparing and implementing work programmes and budgets, applying the relevant skills
and procuring equipment, supplies and subcontracting services required to carry out operations,
acquiring the necessary permits, consents, approvals and rights that may be required for our
operations, and ensuring that proper measures are taken for health, safety, environment and
property.
We intend to further secure our interests by implementing management systems for auditing
sub-contractors and partners and a system of checks and balances. This would allow our Group
to retain our focus on high-value exploration activities, which would be carried out based on best
practices in the geological and geophysical fields together with the use of Rex Technologies. We
will carry out geophysical operations, seismic interpretation and integration of conventional
interpretation with Rex Virtual Drilling. We have implemented checklists for our asset
management within our Group and this will contribute to our control over processes such as
decisions, costs and payments.
INFRASTRUCTURE AND FACILITIES
Our Middle East Concessions are within reasonable distance from key infrastructure such as
export terminals, pipelines and gas processing facilities. Our Norwegian Licences have access to
strong oil logistics, including oil transportation and treatment infrastructure, as the Norwegian
Continental Shelf has a well-built and comprehensive pipeline system in place. Our US
GENERAL INFORMATION ON OUR GROUP
137
Concessions are all located onshore, and our leases are located in close proximity to existing
roads. Crude processing, storage and transportation arrangements are easily accessible and can
be obtained at low costs.
MAJOR CUSTOMER
As at the date of lodgement of this Offer Document, only our US Concessions have proven to have
oil reserves. Fram has, on 22 June 2009, signed an off-take agreement with Plains Marketing L.P.
for all the oil and gas produced in the US Concessions. The terms of the off-take agreement
include information on the quality and crude type to be sold, details of delivery of oil and price and
terms of payment. The key terms of the off-take agreement include, inter alia, the following: (i) the
price of the crude oil shall be based on an arithmetic average of the daily settlement price for the
Light Sweet Crude Oil prompt month contract reported by the New York Mercantile Exchange
from the first day of the delivery month through the last day of the delivery month, less US$14 per
barrel; (ii) payment for the oil purchased shall be made by the 20th day of the month following the
month of delivery; (iii) quantities of oil delivered shall be determined from tank gauges on 100%
tank table basis or by the use of mutually acceptable automatic measuring equipment; (iv) the oil
delivered shall be merchantable and acceptable to the carriers involved but not to exceed 1%
sediment and water; and (v) test for quality shall be made at regular intervals by the seller in
accordance with recognised procedures and each party shall have the right to have a
representative or independent inspector (which cost shall be shared equally between the parties)
to witness all gauges, tests and measurements.
Plains Marketing L.P. is part of Plains All American Pipeline L.P., a limited partnership engaged in
the transportation, storage, terminalling and marketing of crude oil, refined products, liquefied
petroleum gas and other natural gas related petroleum gas and other natural gas related
petroleum products. Plains Marketing L.P. is listed on the New York Stock Exchange with a market
capitalisation in excess of US$19 million and is expected to be our one major customer of the oil
and gas produced in the US Concessions as it is more effective for us to work with one customer
in light that production at the US Concessions has not commenced and any initial production of
oil at the US Concessions will not be substantial.
As oil is a recognisable commodity and is easily traded, our Directors believe that they will be able
to readily find buyers for the oil produced at our Groups concessions and is not materially
dependent on any contract with any customer. In addition to Plains Marketing L.P., our Group may
source for other viable alternative customers to sell our oil to in the future.
Our Group is not materially dependent on any contract with any customer and none of our
Directors, Substantial Shareholders or their respective Associates has any interest, direct or
indirect, in Plains Marketing L.P.
To the best of our Directors knowledge, we are not aware of any information or arrangements
which would lead to a cessation or termination of our current relationship with our major customer.
GENERAL INFORMATION ON OUR GROUP
138
MAJOR SUPPLIERS
The suppliers who accounted for 5.0% or more of the total operating costs of our Group for
FP2011 and FY2012 are:
Percentage of total operating cost (%)
Supplier Item FP2011 FY2012
AGR Provision of competent
persons report
5.9 3.1
Bergen Oilfield
Services AS
(1)
Acquisition of seismic data 13.8
BGP Oil & Gas
Services LLC
Acquisition of seismic data 58.1
Hibiscus Oilfield Provision of project
management and technical
services for the Middle
East Concessions
3.8 11.4
Petrofac E&E Oman
LLC
Engineering support in
Oman
8.2
Rex Partners
(2)
Provision of Rex
Technologies and
professional services such
as negotiating concession
agreements
19.7 2.7
Notes:
(1) Mr Svein Kjellesvik, our Controlling Shareholder and chief executive officer of Lime Petroleum Plc, was a director
and a shareholder of Bergen Oilfield Services AS in 2011.
(2) Prior to the Restructuring Exercise, Rex Oil & Gas was owned and controlled by our Controlling Shareholders, Mr
Hans Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik, and it held the rights to Rex Technologies, and provided Rex
Technologies to our Group. Rex Technologies were subsequently assigned to Rex Technology Management, a
wholly-owned subsidiary of Rex Partners, on 7 March 2013. Rex Oil & Gas also provided professional services such
as negotiating concession agreements for our Group. Rex Oil & Gas entered into various novation deeds with Rex
Partners, whereby certain assets and liabilities under its name were novated to Rex Partners. We deem our past
transactions with Rex Oil & Gas as transactions with Rex Partners for the purposes of disclosure under this section.
Save for our use of Rex Technologies as provided by Rex Technology Management and as
disclosed above, our business and profitability are not dependent on any single supplier, nor do
any of our Directors, Controlling Shareholders, Substantial Shareholders or their respective
associates have any interest in the abovementioned suppliers. With the exception of Hibiscus
Oilfield, which we have entered into the PMTSA with pursuant to our partnership with Hibiscus
Petroleum in Lime Petroleum Plc, our suppliers are chosen on a tender basis each time and
factors considered in selecting our suppliers include quality, reputation, experience and cost. As
such, we may not necessarily continually contract with a single supplier.
To the best of our Directors knowledge, we are not aware of any information or arrangements
which would lead to a cessation or termination of our current relationship with any of our major
suppliers.
GENERAL INFORMATION ON OUR GROUP
139
CREDIT POLICY
Credit Terms Offered to Our Customers
As at the Latest Practicable Date, Plains Marketing L.P. is Frams only customer. Plains Marketing
L.P. is required to make payment for the purchase price of per barrel of oil based on an agreed
upon formula on or about the 20th day of the month following the month of delivery of the oil at
the well tankage into Plains Marketing L.P.s designated transportation facilities.
Credit Terms Granted by Our Suppliers
There are no formal credit terms stipulated in the contracts signed between our Group and our
suppliers. Payments to our suppliers are typically made based on certain milestones achieved or
our agreement with the suppliers. Due to the nature of our Groups business, it is not meaningful
to calculate the trade payables turnover days as the exploration expenditure of our Group is not
of a trading nature and is capitalised by our Group.
PROPERTIES AND FIXED ASSETS
The following table sets out the properties leased by our Group as at the date of this Offer
Document.
Lessee Landlord Location
Size (gross
floor area) Tenure
Use of
property
Our
Company
Bestwise
Pte. Ltd.
6 Raffles Quay
#20-07
Singapore 048580
1,272 square
feet
1 February 2013
to
31 January 2014
Office
premises
Masirah Bait Al Reem
Business
Centre LLC
Sixth floor of Bait Al
Reem Al Khuwair,
Oman
40 square
metres
1 July 2012 to
30 June 2013
Office
premises
Lime
Petroleum
Norway
Skyen
Atrium AS
Drammensveien 145A
0277 Oslo, Norway
389 square
feet
1 October 2012
to
30 September
2018
Office
premises
Rex
International
BVI
Baumgartner
Frey Family
Office AG
Othmarstrasse 8,
8008 Zrich,
Switzerland
25 square
metres
1 March 2013 to
31 August 2013
Office
premises
Please also refered to the section entitled Appendix I Details of our Key Property Interests of
this Offer Document for a list of the material leases entered into by Frams subsidiaries in respect
of our US Concessions. Our Groups interests in our US Concessions do not imply that we have
any form of leasehold interest in the land covered by our US Concessions.
As at the date of this Offer Document, our associated company, Loyz Rex Drilling, in which our
wholly-owned subsidiary, Rex US Ventures holds 49% of two (2) onshore drilling rigs.
GENERAL INFORMATION ON OUR GROUP
140
INVENTORY MANAGEMENT
As we are primarily involved in identifying and exploring crude oil, we do not maintain any
inventory due to the nature of our business. The oil produced in the course of our operations is
immediately transported to our customers.
BUSINESS DEVELOPMENT AND MARKETING
We are able to leverage on our access to Rex Technologies to generate advantageous business
opportunities. With the ability to detect hydrocarbons through the use of Rex Technologies, we are
invited by third parties to utilise Rex Technologies on their concessions in return for farm-in
opportunities at favourable terms and conditions which would not otherwise be offered to other
similar companies.
The business development and marketing activities of our Group are carried out by our senior
management, including our Chief Executive Officer, Mr Mns Lidgren and our Executive Director,
Mr Dan Brostrm. Our strategies are to seek potential new partnerships and to explore the
possibilities of acquiring new participating interests and entering into concession agreements
thereby increasing our Groups acreage. We rely largely on the network and experience of our
senior management and Directors in our business development efforts to further our Groups
interests.
INSURANCE
As at the Latest Practicable Date, we maintain the following insurance policies to cover our
Groups risks, namely, personal insurance for our employees, medical, travel, property, pension
scheme coverage and directors and officers liability policies.
As we commence drilling in our concessions and/or licences, we will also take up insurance to
cover the risks associated with each drilling operation.
Our Directors are of the opinion that the coverage maintained is sufficient for our current
purposes, and will continue to review the needs of our Group from time to time.
RESEARCH AND DEVELOPMENT
Our Group does not carry out any research and development activities. Instead, we utilise Rex
Technologies in accordance to the terms of the IP Licence Agreements in our exploration
activities. Please refer to the section entitled General Information on our Group Technologies
of this Offfer Document for more details.
LICENCES, PERMITS, GOVERNMENT REGULATIONS AND APPROVALS
Our Group has obtained the relevant material licences, permits and approvals for our operations
and have complied with the conditions imposed thereunder, if any. We also have the relevant
rights to carry out our operations in our concessions and licence areas, subject to compliance with
conditions as may be imposed under those concessions and licence rights. Please refer to the
section entitled Appendix D Legal Opinions of this Offer Document for more information.
The following sets out the relevant laws we will have to comply with for operations in our
concessions and licence areas.
GENERAL INFORMATION ON OUR GROUP
141
U.S. North Dakota
A company which intends to carry out exploration and production activities in North Dakota will
have to comply with various state and federal regulations, permits and licences including
application to the North Dakota Industrial Commission, Department of Mineral Resources (the
Commission) for a permit to drill. Prior to the commencement of any drilling operations,
amongst other things, any person who proposes to drill a well for oil, gas, or injection shall submit
to the Commission, and obtain its approval, a surety bond or cash bond. The permit to drill will
indicate, among other things, that notice has been given to the owner of any permanently-
occupied dwelling within 1,320 feet. For certain locations that are contrary to lease boundary set
back requirements, the applicant must also certify that a copy of the application has been sent by
certified or registered mail to all lessees and all unleased mineral owners of properties adjoining
the tract which would be affected by the location exception. Unless waived by the owner, if the
Commission determines that the well location is reasonably necessary to prevent waste or to
protect correlative rights, the Commission may not issue a drilling permit for an oil or gas well that
will be within five hundred feet of an occupied dwelling. If a drilling permit for a location within five
hundred feet of an occupied dwelling has been issued, the Commission may impose such
conditions on the permit as it deems reasonably necessary to minimise impact to the owner of that
dwelling. The company shall also provide the surface owner written notice of the drilling
operations at least 20 days prior to the commencement of the operations, unless waived by mutual
agreement of both parties. In relation to exploration permits, certain local zoning or approvals may
also be required including the board of county commissioners in the town where exploration will
occur shall also be notified. Any failure to comply with conditions imposed by the Commission
could result actions taken against the operator or other parties.
U.S. Colorado
Prior to carrying out any drilling activities in Colorado, an operator must comply with various state
and federal regulatory requirements, including the requirement that an operator which intends to
carry out exploration and production activities first apply for a certification of bond coverage by
providing financial assurance. Further, a written notice would have to be provided to the surface
owner and the surface owner may indicate his preference regarding any consultation. The
operator also has various obligations related to surface use and, among other things, is obliged
to use best efforts to consult in good faith in relation to locating roads, production facilities and well
sites, and in preparation for reclamation and abandonment. An additional performance bond is
required for the federal leases to ensure compliance with the Mineral Leasing Act of 1920, 30
U.S.C. 181-287, including an obligation to plug and abandon the wells and to complete the
reclamation of surface. Additionally, a drilling permit from the Colorado Department of Natural
Resources would then have to be obtained and all state or federal requirements complied with
prior to drilling. The Director of the Colorado Oil and Gas Conservation Commission (COGCC)
may, at the surface owners request, conduct an onsite inspection to determine whether the drilling
permit should include conditions of approval to protect crop loss, land damage, or any adverse
public health or environmental impacts. The Director of the COGCC may withhold approval of the
drilling permit for various reasons including upon the complaint of any party with standing that the
well violates any rule or regulation, or poses an imminent threat to public health or to the
environment. Failure to comply with conditions imposed by the COGCC could result in the
issuance of notice of violation and a subsequent commencement of an enforcement action.
GENERAL INFORMATION ON OUR GROUP
142
Norway
In order to become a licensee on the Norwegian Continental Shelf, a company will need to be
pre-qualified by the Ministry of Petroleum and Energy of Norway. When a company is
pre-qualified, it is considered fit-for-licence-award, thus simplifying the process of subsequent
awards of licences or approvals of licence transfers. The basic underlying requirements for
obtaining pre-qualification are the ability to contribute to value creation on the Norwegian
Continental Shelf and the ability to thoroughly follow up with licence commitments. The material
requirements include (a) sound organisation and management; (b) technical competence (in the
areas of geology, geophysics, reservoir technology, production technology and other relevant
technology); (c) competence in the health, safety and environmental aspects (strict individual duty
on each licensee to actively ensure that the operator and other licensees comply with statutory
requirements); and (d) strong financial capability. Our subsidiary, Lime Petroleum Norway, was
pre-qualified as a licensee on the NCS on 8 February 2013. Accordingly, Lime Petroleum Norway
now possesses the opportunity to participate in production licences on the Norwegian Continental
Shelf.
Oman
In order for a company to carry out exploration and production activities in Oman, a separate
exploration and production licence is not required. The exploration and production licence is
covered with concession granted under the Exploration and Production Sharing Agreement (the
EPSA) entered into with the State. In addition, the company must exist validly under the laws of
Oman to perform its obligations under the EPSA. This could be done by either establishing a
branch of a foreign company in Oman or registering an Omani company under the laws of Oman.
Accordingly, the company is required to obtain a commercial registration and licence from the
Ministry of Commerce and Industry. It is also mandatory for the company to obtain membership
with the Oman Chamber of Commerce and Industry. In addition, the company must obtain an
environmental permit from the Ministry of Environment and Climate Affairs before it may carry out
exploration and production activities under the EPSA. An Omani company is required to hold an
industrial licence from the Ministry of Commerce and Industry to perform production activities.
This requirement does not apply to the branch of a foreign-incorporated company. A municipality
licence is required in respect of the companys physical office premises outside of the concession
block. In the event the company would like to carry out any surveillance activities, it would have
to apply for a surveillance licence from the Ministry of Oil and Gas. The Ministry of Oil and Gas
would coordinate the permit. Accordingly the Ministry of Transport and Communication will grant
a navigational permit for both airborne and seaborne navigation. Grant of these licences often
requires inter-ministerial approvals. Additional location-specific permits or approvals may be
required depending on the location of the works in the concession block. In addition, while it is not
mandatory, it is customary for companies operating in the field of oil and gas to be a member of
Oman Society for Petroleum Services.
Any failure to obtain the relevant licence could result in penal and administrative action against the
company. The exact nature of penal or administrative action would depend on the specific permit.
This could start from fines, suspension of activities and confiscation of equipment and materials
of the company. In certain cases a failure to obtain a licence could result in prosecution of the local
management of the company. A prosecution leading up to conviction could result in an
imprisonment sentence.
GENERAL INFORMATION ON OUR GROUP
143
Sharjah and Ras al-Khaimah
In order for a concession holder (the Concession Holder) to carry out exploration and
production activities in Sharjah or Ras al-Khaimah, a separate exploration and production licence
is not required. The exploration and production rights and licence is granted under the Sharjah
East Coast Offshore Concession Agreement entered into with the Government of the Emirate of
Sharjah and the Exploration and Production Sharing Agreement with the Government Ras
al-Khaimah entered into with the Government of Emirate of Ras al-Khaimah respectively
(collectively, the Concession Agreements).
In addition, the Concession Holder must establish a place of business under the laws of the
Emirate of Sharjah or the Emirate of Ras al-Khaimah respectively, and UAE federal laws, to
perform its obligations under the Concession Agreements. This can be done either by establishing
a branch of a foreign company in Sharjah or Ras al-Khaimah, or registering a Sharjah company
or a Ras al-Khaimah company, and obtaining a commercial registration and license from the
Sharjah Economic Development Department or the Ras al-Khaimah Economic Development
Department, as applicable. The Concession Holder is required to hold an industrial license from
the Sharjah Ministry of Commerce and Industry or the Ras al-Khaimah Ministry of Commerce and
Industry to perform production activities. It is also mandatory for the entity company to obtain
membership with the Sharjah Chamber of Commerce and Industry or the Ras al-Khaimah
Chamber of Commerce and Industry respectively.
In addition, the Concession Holder must obtain approvals and authorisations from both the UAE
Federal Government and Emirate of Sharjah or the Emirate of Ras al-Khaimah with regards to the
environmental impact and health and safety regulations. Environmental protection is regulated at
a federal level by the Ministry of Environment and Water in accordance with the Federal
Environment Law. The Federal Environment Law requires permits to be issued and environmental
impact assessments to be undertaken in respect of oil and natural gas development projects.
In relation to health and safety, a number of safety regulations have been introduced by the
Federal Ministry of Labor and Social Affairs, local authorities and the civil defence (i.e. the fire
service). All large industrial enterprises are required to have in place certified occupational safety
officers.
Additional location-specific permits or approvals may be required depending on the location of the
works in the concession block.
A failure to obtain the relevant licences and permits can result in penal and administrative action.
The exact nature of penal or administrative action would depend on the specific permit. This could
range from fines, suspension of activities to the confiscation of equipment and materials of the
Concession Holder. In certain cases, a failure to obtain a license or permit may result in penal
action against the local management of the company.
CERTIFICATIONS
On 8 February 2013, our subsidiary, Lime Petroleum Norway was pre-qualified as a licensee by
the Ministry of Petroleum and Energy of Norway which allows us to carry out exploration activities
in Norway. In order to be pre-qualified, applicants have to pass a stringent process of review
where meetings and presentations take place for the applicant to present its systems, capacities,
technologies, expertise and plans for development in the Norwegian Continental Shelf, which are
GENERAL INFORMATION ON OUR GROUP
144
factors that the Ministry of Petroleum and Energy consider in approving the application. In 2011
and 2012, only one (1) and two (2) companies were pre-qualified or re-qualified as licensees
respectively in Norway.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
We are committed to ensuring the highest level of safety and quality in carrying out our operations.
We strive for an injury-free and safe working environment for all our employees and our safety
procedures and standards are in line with industry standards and are subject to regular review.
At every stage of any activity, our employees are the first line of defence against a potential
incident. We ensure that our employees are given appropriate training and there are competent
individuals who will be able to stop any activity where there is an unacceptable safety risk, which
we believe is vital to operational safety. The safety of our employees and contractors, and the
communities in which we operate is the core of our commitment to operations integrity.
Excellence in safety, security and health in the workplace is a core value for our Company. We
manage the risks associated with our operations through the implementation of our Operations
Risk Management System (ORMS). The ORMS will be adapted to the local rules and regulations
in each jurisdiction where we have operations in. Each of our employees and contractors accept
safety as a requirement and necessity, and maintain strict compliance to our safety procedures.
In addition, our contractors are subject to prequalification where we evaluate their safety
performance as a key criterion.
EHS Management System
Our ORMS sets out our corporate requirements for the systematic and comprehensive integration
of EHS issues in the management of our Groups operations worldwide. It also serves to ensure
that all operations meet our Groups legal and ethical obligations, responsibilities and
commitments to safety and quality. Our ORMS aims to achieve continuous improvement of our
Groups EHS performance through a process of planning, implementation, monitoring and review.
EHS Framework
Our ORMS establishes a framework for the setting and review of our corporate EHS goals and
objectives. Each of our country managers further develop these goals and objectives into more
detailed local EHS management plans appropriate to the nature, scale and potential impacts of
their operations in each individual jurisdictions. We expect all our employees, contractors and
suppliers to be aware of and promote understanding of EHS issues in the context of our business,
in conformity with ORMS.
Our Company provides the necessary training for our employees to ensure that they have the
knowledge and capability to conduct operations in a manner that is consistent with the principles
contained in our EHS policies and ORMS. We also provide the necessary resources, advice and
guidance to ensure the implementation of our EHS policies and ORMS and to ensure that
communication flows freely throughout our Group.
GENERAL INFORMATION ON OUR GROUP
145
Health
We look at health to include all physical, psychological, social well-being and organisational
factors that relate to humans, technology and the organisation at all levels. We aim to create a
healthy and meaningful workplace and provide support programmes and services to encourage
our employees to lead healthier lives. We consider workforce and community health issues as part
of our project planning and a healthy working environment is crucial in our objectives. We
continually carry out risk assessments in respect of areas such as psychosocial environment,
noise, ergonomics and chemical risk exposure.
Process Safety
Process safety focuses on, among others, preventing fires and explosions, and provides a
framework for managing the integrity of our operating systems. We apply good design principles,
engineering and operating and maintenance practices. Effective process safety management
prevents the uncontrolled release of hydrocarbons and other hazardous substances to avoid
significant incidents with potential for serious injuries and fatalities, widespread environmental
impacts and property damage. Our approach focuses on reducing risks and incidents through the
sound execution of our ORMS.
ENVIRONMENT PROTECTION
We are continually working to minimise the impact our operations have on the environment.
Working with local communities and experts from leading environmental organisations help us
better understand the challenges we face in our various projects. We further undertake reviews to
help us improve our operations and to reduce our effect on the environment. Our environmental
reviews generally relate to exploration (in respect of seismic or engineering surveys), pre-
production (in respect of new facility sitings, design and construction), production (in respect of
drilling and borehole workovers, the operation of existing facilities and modifications to existing
facilities and operations) and post-production (site decommissioning, remediation and
reclamation).
We are committed to minimising the environmental effects arising from our operational activities,
including exploration, drilling, production and decommissioning. As part of environmental
protection efforts, we continually strive to use minimal fresh water, energy, transportation and
flaring. We are mindful about emissions, effluents and waste and have implemented programmes
to ensure appropriate management of these and to work toward a general reduction of the
aforementioned.
We are also committed to minimising the risk of direct environmental impact from, among others,
oil spills. We have taken steps to ensure that our employees have access to appropriate and
immediately deployable spillage clean-up services in the event that an accident happens.
Sustainable Development
The overall accountability for sustainable development within our Company lies with our Chief
Executive Officer and our Executive Officers. Our Chief Executive Officer and our Executive
Officers set the priorities and standards in sustainable development that shape our business
activities.
GENERAL INFORMATION ON OUR GROUP
146
Emergency Preparedness and Risk Management
Risks associated with safety, security, health and the environment are inherent in our industry. We
recognise these risks and the critical role of energy supply in an emergency situation. Our
Company takes a disciplined approach to business continuity planning and emergency
preparedness. In order to respond quickly and effectively to operational incidents, we routinely
test the trained teams at our operating sites on a range of possible scenarios, including simulated
product spills, fires, explosions, natural disasters and security incidents.
Corporate Social Responsibility
We promote corporate social responsibility (CSR) within our Company and manage the impact
our operations have on the society and environment. Integrated directly into our business model,
CSR plays an important role in our business strategies and conduct of our business activities. We
aim to implement the right policies, systems and procedures to ensure that our activities result in
a positive socio-economic impact and minimise impact on the environment.
Our Board of Directors and our key executives have developed a set of corporate guidelines on
responsible business practice, in the form of a Code of Conduct. We also intend to appoint a
Corporate Responsibility Officer to ensure that the guidelines are maintained and followed.
The Code of Conduct sets out the principles by which we are guided, and describes the
responsibilities we have towards our shareholders, employees, host countries, local communities
and society. It is binding on everyone in our Company and an evaluation on our performance
under the Code of Conduct is presented to our Board on an annual basis.
COMPETITION
We operate in a highly fragmented industry. In the USA, there exists several thousand exploration
and production firms, while in Norway, there are 68 companies that have obtained pre-
qualification status from the Ministry of Petroleum and Energy of Norway. In Oman and the UAE,
the number of exploration and production firms is large as the industry is highly fragmented. As
such, there are no companies that we can identify as our direct competitors.
Our Group will face competition in obtaining new rights to explore and produce. We believe that
the major competitive factors in the oil and gas industry include risk mitigation, pricing,
experience, diligence and quality. Please refer to Risk Factors Risks Relating to our Groups
Business We operate in a competitive environment and our growth is dependent on our ability
to acquire additional concessions and/or licences and obtain and/or renew the relevant licences
and permits required for our operations of this Offer Document for a discussion on the competitive
factors we face in our operations that will affect our ability to successfully acquire additional
concessions, licences or participating rights.
However, our Group is of the view that we have a competitive advantage with Rex Technologies.
As such, there are no exploration and production companies that are directly comparable to us as
they do not possess the same scale of operations and technical capabilities as us. A discussion
of the advantages of the use of Rex Technologies are set out in the section entitled General
Information on our Group Technologies of this Offer Document.
GENERAL INFORMATION ON OUR GROUP
147
COMPETITIVE STRENGTHS
Location of concessions and/or licences
Our concessions and/or licences are located in politically stable countries with well-developed oil
and gas infrastructures, which can be utilised in the exploration and production of oil and gas.
Operating in a stable environment reduces any risk to our operations that may be associated with
political instability, including civil wars, coups, guerrilla activities and terrorist attacks. In addition,
our concessions and/or licences have access to well-developed oil and gas infrastructures
including oil and gas pipelines that span thousands of kilometres. With these infrastructures in
place, our Group will benefit from significant cost savings and higher price of oil-in-the-ground
assets.
Diversified portfolio
Our Groups assets are spread out over the Middle East, Norway and the USA. This allows us to
diversify our portfolio and minimise dependence on a single asset or a single jurisdiction. While
our concessions and/or licences are currently located in politically stable countries, a
geographically diversified portfolio spreads out any potential political or jurisdiction-related risks.
Our geologically diversified portfolio allows us to focus our operations yet also reduces our
dependence on a single asset.
Smaller financial commitments
Our Group has smaller financial commitments as compared to our peers in the exploration and
production industry. In Norway, our operations are supported by the Norwegian petroleum fiscal
system with the reimbursement of 78% of our exploration expenses every year, regardless of
success in finding oil. Our subsidiary, Lime Petroleum Plc, has by attracting investors, raised
approximately US$90 million to be used toward our exploration activities in our Middle East
Concessions. Lime Petroleum Plc will not require any additional financing as it has sufficient funds
for its current purposes in 2013. However this is subject to any delays in the project development
process or price developments in the industry, as detailed in the section entitled Risk Factors of
this Offer Document. Our activities in the USA also require minimal additional financial
commitments due to our partnership with Fram and Loyz Oil, whereby we are able to operate our
US Concessions with the provision of drilling services through our joint venture with Loyz USA.
With our access to Rex Technologies, we have organised compulsory work programmes to reduce
financial commitments and optimise work flow.
It is an industry standard practice for exploration and production companies in the oil and gas
industry to have minority interest in one of several concessions. In such cases, these exploration
and production companies acquire equity in concessions that correlate to the funds committed
and their minority shareholdings are subject to the will of the majority shareholders. Our Group
believes that we are in a lower risk position than our peers as we have managed to build a
diversified portfolio of concessions by having jointly controlled entities and maintaining a majority
equity position whilst committing limited funds. Accordingly, we believe that our Shareholders will
benefit from the lower risk position taken by our Group.
Large equity stakes to explore areas with potential
The aggregate area in which we hold rights to explore in our Middle East Concessions, Norwegian
Licences and US Concessions is approximately 21,954 sq km. Our concessions are located in
areas where there are known reservoirs of oil and gas. The UAE and Oman are among the largest
GENERAL INFORMATION ON OUR GROUP
148
crude oil producers in the Middle East. Further, our US Concessions are proven to have oil
reserves and resources, and our Norwegian Licences are located in a region in Norway where
several oil and gas discoveries have already been made. There is potential for successful
explorations where our Group has the rights to explore. This belief is further enhanced with
positive results obtained from the use of Rex Technologies in certain of our concession and
licenced areas.
Access to Rex Technologies to assess areas for exploration
Our Group has been successful in procuring concessions in the Middle East, licences in Norway
and participating interests in the USA mainly because of the use of Rex Technologies. The use of
Rex Technologies mitigates exploration risks by increasing the probability of discovery, thereby
enabling exploration to be completed in a shorter time frame and reducing costs involved in the
exploration process. Our Group is able to negotiate better terms in our partnerships and acquire
an equity stake in our concessions by leveraging on the use of Rex Technologies. The overall
efficiency of the exploration and development process is enhanced by the use of Rex
Technologies in addition to the traditional workflow. Please also refer to the section entitled
General Information on our Group Technologies of this Offer Document for further information
on the advantages of the use of Rex Technologies.
Strong partnerships with our strategic partners
We have partnered with Fram and Loyz Oil in relation to the US Concessions, and with Hibiscus
Petroleum and Petroci Holding in relation to Lime Petroleum Plc, our Middle East Concessions
and Norwegian Licences, and also North Energy in relation to our Norwegian Licences.
Fram is an international oil and gas exploration and production company incorporated in Norway
which focuses on locating commercial oil and gas assets that are undervalued or under-evaluated,
in regions with stable political regimes and attractive fiscal terms using sophisticated analytical
and modelling tools. Loyz Oil is a wholly-owned subsidiary of Loyz, which is a Singapore-
incorporated company and is an upstream player in the oil and gas sector listed on Catalist with
concessions across Asia-Pacific. Hibiscus Petroleum is a company incorporated in Malaysia and
is a full-fledged oil and gas exploration and production entity that is listed on Bursa Malaysia.
Petroci Holding is the national oil company of Ivory Coast and their involvement in our operations
in Oman is their first foreign investment. North Energy is an oil company listed on the Oslo Stock
Exchange with licences on the Norwegian Continental Shelf, with a particular focus on reserves
in the Barents Sea.
These partnerships allow us to build on our international network to source for new investment
opportunities and work with funding made available to us by our partners which are financially
strong and in turn reduces our Groups risk exposure. Such partnerships potentially allow us to
gain an equity stake in concessions with a lower capital commitment. We are also able to build up
our operations from existing working teams such as the Hibiscus Oilfield team in the Middle East,
and the management of our Middle East Concessions will be carried out efficiently with the
requisite experience and personnel present.
GENERAL INFORMATION ON OUR GROUP
149
Strong and experienced management team
Members of our Groups management teams have experience typically ranging from 20 to 30
years. Our management team has extensive experience in the oil and gas industry and is familiar
with the different phases of the exploration process in different geological settings. The strength
of our team has resulted in the fostering of good relationships with the governments in the UAE,
the Sultanate of Oman and Norway, which is an advantage to our Group in negotiating for better
terms in our concession agreements and licences.
With strong and experienced members in our management team, we are able to drive the strategic
direction for our Group and create value in our Company.
INDUSTRY OVERVIEW
The following overview is a summary of our industry based on the industry report prepared by
Fox-Davies Capital Limited as an Industry Consultant. While we believe that the information and
data are reliable, we cannot ensure the accuracy of the information or data, and neither our Group,
the Manager, Sponsor, Co-Placement Agents or the Underwriter nor any of our respective
affiliates or advisers have independently verified this information or data. Please refer to the
section entitled Appendix G Industry Report of this Offer Document for further information on
our industry.
Reserves
It is generally accepted that oil is a finite resource and that at some point both reserves and
production will decline. However, over the past 30 years, global oil reserves have continued to rise
and in 2012, reserves have increased by ~3.1% to 1,520 billion bbl.
The majority of the worlds reserves are located in the Middle East, in countries such as Saudi
Arabia, Iraq, Iran and the UAE. Looking at the arrangement of the reserves by OPEC and
Non-OPEC, OPEC member nations have 72% of the worlds reserves, while Non-OPEC nations
hold 28%. As can be seen in the table below, reserves have continued to increase, despite an
expansion in production. The fact that reserves have continued to rise is a reflection of the fact
that there have not only been new discoveries, more than offsetting the decline in reserves due
to production, but also a lowering of the threshold level over which, a field is considered economic,
and the resources reclassified as reserves. Consequently, the reserves have also been increased
by the application of new technologies, enhanced operations and a higher oil price environment,
all of which have improved the economics of oil production.
GENERAL INFORMATION ON OUR GROUP
150
bn bbl
Source: EIA
-
200
400
600
800
1,000
1,200
1,400
1,600
80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 10 12
North America Central & South America Europe Eurasia Middle East Africa Asia & Oceania
Global Reserves 1980 2012
Production
Total global production amounted to 89.0 million bpd in 2012, up 2.0% from 2011, as 7.5 million
bpd was added, more than offsetting the decline in existing production of 2.2 million bbl. While
there were a number of countries that increased their production levels, the single largest
contributor to the overall rise was Libya, which accounted for 13.1% of the increase in production;
the development of supply over time is illustrated in the table below.
mm bpd
-
10
20
30
40
50
60
70
80
90
100
80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 10 12
North America Central & South America Europe Eurasia Middle East Africa Asia & Oceania
Source: EIA
Global Production 1980 2012
GENERAL INFORMATION ON OUR GROUP
151
Demand
Oil is used in a wide range of applications, but its principal use, accounting for approximately 63%
of demand in the Organisation for Economic Co-operation and Development (OECD) nations is
as a transportation fuel, while in Non-OECD nations, this figure falls to 50%. Demand in 2012 was
~89 million bpd, up 2.0% on 2011s demand of ~87 million bpd. The US is the largest single
consumer of crude oil (~21%), followed by China (~11%) and Japan (~5.3%).
Non-OECD nations have grown markedly since 1980, albeit from a relatively low base. Non-OECD
oil demand has grown 454% from ~8 million bpd in 1965, to ~42 million bpd in 2012, growth of
425%; in contrast, the OECDs oil demand has grown from ~23 million bpd in 1965, to 47 million
bpd in 2012, growth of ~103%.
While growth in the Non-OECD nations has undoubtedly been driven by growing economic
activity, the impact of gentrification of the middle and working classes on the overall demand
scenario is becoming more prevalent. This is demonstrated by the fact that specific oil demand,
measured as barrels per capital (bbl/capita), for OECD nations, has fallen by 14% to
~14bbl/capita, while for Non-OECD nations it has grown 3% to 2.7bbl/capita.
Global Demand 1980 2012
mm bpd
Note: 2012 unaudited
Source: EIA
-
20
40
60
80
100
120
80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 10 12
North America Central & South America Europe Eurasia Middle East Africa Asia & Oceania
Oil Price
The US average wellhead or first purchase price of crude provides details of oil prices since the
1860s. In recent years, the oil price has strengthened significantly from 2000, from approximately
US$30/bbl, to current prices ~US$100/bbl. A number of commentators have highlighted the
increasing supply/demand deficit uncertainty as the main reason behind the recent rise oil prices.
The recent trend in oil prices suggests that the global oil market has entered a period of increased
scarcity. The origins of this scarcity can be traced to the increase in new demand, which has been
driven by growth in Non-OECD nations, against a backdrop flat to modestly declining production.
GENERAL INFORMATION ON OUR GROUP
152
Historically this had been deemed as acceptable by the oil markets, due to fact that there was
believed to be sufficient spare production capacity in the global system. However, at current
levels, there is believed to be limited spare production capacity, as refining technology (such as
upgrading heavier fractions to lighter fractions) and production capacity are approaching their
respective limits).
In addition to the supply/demand balance, the rise in oil price has been exacerbated by a number
of additional factors, such as the rising geopolitical tensions in the Middle East, the increasing
costs of production as well as the increased participation of commodity traders and speculators
in the marketplace.
$/bbl (dollars of the day)
Source: EIA, BP Statistical Review of World Energy June 2012 and Bloomberg
NOTE: Prices US wellhead until 1984, Brent thereafter.
-
20
40
60
80
100
120
1840 1860 1880 1900 1920 1940 1960 1980 2000 2020 2040
Historical Oil Prices 1861 2013
PROSPECTS
The following information is a summary of our prospects based on the Industry Report prepared
by Fox-Davies Capital Limited as an Industry Consultant. While we believe that the information
and data are reliable, we cannot ensure the accuracy of the information or data, and neither our
Group, the Manager, Sponsor, Co-Placement Agents or the Underwriter nor any of our respective
affiliates or advisers have independently verified this information or data. Please refer to the
Industry Report as set out in Appendix G Industry Report of this Offer Document for more
information regarding the prospects of the oil and gas industry.
Production Outlook
The IEA reported that global oil production in February 2013 increased by 90 thousand bpd to 90.8
million bpd, led principally by a 150 thousand bpd increase in OPEC production. Increased Iraqi
supply was the main factor behind the growth in OPECs production gain.
GENERAL INFORMATION ON OUR GROUP
153
Demand Outlook
Commensurately, IEA, in its Medium-Term Oil Market Report 2012, expects demand to grow
annually at between 0.7 million bpd to 1.3 million bpd between now until 2017, with demand driven
by increased utilisation of transport fuels resulting from the continued growth in Asian markets.
Demand in OECD countries is expected to continue its decline from highs in 2005. However, this
is expected to be more than offset by growth in Non-OECD countries, especially those in Asia,
which is expected to account for 70% of that increase. The transportation sector is the key to
future oil demand growth as there are limited options to switch out of existing liquid fuels switching
possibilities in this sector. This is expected to be exacerbated by the increased gentrification of the
Non-OECD nations, as higher disposable incomes result in greater demands for mobility.
According to OPECs World Oil Outlook 2012, the low price elasticity, together with, the presence
of a large tax buffer in many countries, limits the impact upon demand of the higher oil price.
While overall demand for oil is expected to increase, not least due to improving economic activity,
this is expected to be offset to some extent by a number of other factors that are expected to
impact demand for oil, such as the replacement of oil resulting from technological developments
and the dash for gas in power generation.
Oil Price Outlook
The immediate outlook is dominated by the aftermath of the financial crisis and the on-going
struggles related to the global economic recovery. The main focus is currently on the Euro-zone
debt crisis. The uncertainty over the future of the Euro, especially given the political turnaround
in some countries regarding the acceptability of austerity measures, is one of the factors that play
into the industrys thinking. While debt levels and budget deficits are generally falling, OPECs
World Oil Outlook 2012 highlighted that growth expectations are being repeatedly revised
downwards and doubts remain as to the ability of the region to manage its sovereign debt. The
severe austerity measures put in place have also adversely impacted growth prospects, with the
risk of entering into a vicious circle and snowballing effect. It should also be noted that the debt
crisis in the Euro-zone has negative implications for growth prospects elsewhere, in particular
through strong trade inter-linkages.
The fundamental supply/demand balance will, however, be counter balanced to some extent by
heightened geopolitical tensions. In the absence of any significant changes, both EIA and OPEC
expect, in the near-term, for prices to decline as 2015 approaches. EIA estimates that the oil price
will decline to approximately US$95/bbl by 2015. In the longer-term, however, industry
commentators such as EIA, IEA and OPEC point towards declining production from existing fields
being replaced by higher cost production, as the main reason for their assertion that prices will
then steadily climb to approximately US$165/bbl beyond 2015.
BUSINESS STRATEGIES AND FUTURE PLANS
Positioning as a leading independent exploration and production company
Our competitive advantage is a combination of our management teams extensive industry
experience and our use of technology to successfully identify potential reservoirs in a shorter time
and with higher accuracy, resulting in significant cost and time savings. With this advantage, we
intend to carry out more exploration work to identify new resources, proving the value of potential
reservoirs and selling the resources discovered, and to continue building and strengthening our
market position to emerge as a leading independent exploration and production company.
GENERAL INFORMATION ON OUR GROUP
154
Increase value through seeking new concessions and/or licences
We seek to actively market our strengths and continually keep a lookout to identify attractive entry
opportunities in our industry. We aim to build a balanced portfolio with a robust mix of both
onshore and offshore exploration and production concessions and/or licences in new geographic
areas to mitigate any potential risks that may in future arise in relation to certain jurisdictions or
certain assets. We further intend to focus on acquiring under-evaluated and under-valued
concessions in geographically independent jurisdictions with favourable fiscal regimes. Our
strong partnerships with strategic investors will expose us to increased sources for new
investment opportunities and our experienced management team will be able to identify viable
growth opportunities. Our Group intends to maximise our expertise and relationships for this
purpose. Further, our Group seeks to enter into new concessions and/or licences where initial
seismic data on these concessions and/or licences is already available. This will translate into
greater cost savings for our Group as we will not need to bear the cost incurred in acquiring such
seismic data for our analyses, nor be subject to the long lead-times of acquiring such data.
We aim to work with partners that have access to opportunities and are willing to shoulder the
initial costs for the application of Rex Technologies. This business strategy is expected to enable
our Group to enjoy sustainable and credible growth in its concession portfolio with minimal
financial commitments.
We have earmarked approximately S$[] million of the proceeds from the Invitation for investment
in new oil and gas opportunities.
Partial farm-out of ownership in concessions and/or licences to new partners
We may farm-out our ownership in certain of our concessions and/or licences to strong strategic
partners in return for funding. This will lower our risk profile and also enable us to obtain additional
funding while keeping our level of debt low, which in turn will limit our financial exposure.
Additionally, we may consider spinning-off our mature assets once we have identified the
prospective resources in these assets as part of renewal of capital for our exploration activities
and to unlock value in our assets for our Shareholders.
Expansion through acquisitions and strategic partnerships
As part of our Groups long-term growth strategy, we may expand through acquisitions of
concessions and/or licences with potential value across the exploration and production process.
We aim to utilise Rex Technologies to identify concessions and/or licences that has the potential
to produce more than 50 million barrels of oil. This will aid us in rapid exploration decision
processes and prospect analyses. Should we carry out any acquisitions, we will do this with the
intention to develop and maximise the potential of these concessions and/or licences and grow
our business. We may also enter into strategic partnerships as we have done in relation to our US
Concessions, to work with strong corporations that can present benefits to our Group.
We continually build on our network and hold discussions with various parties with the intent of
acquisitions and strategic partnerships to source for new investment opportunities and to handle
operational challenges.
GENERAL INFORMATION ON OUR GROUP
155
Future Plans
As part of our strategy, our Group intends to leverage on our access to Rex Technologies to obtain
opportunities for expansion. With our focus on identifying reservoir prospects, we will continue to
work with experienced players in the industry who will lend their expertise and resources in our
operations. We seek to forge strong relationships with current partners, and to continue to
approach potential partners in new geographies with an aim for growth. Our Group has spudded
our first well in the North Dakota Concession on 7 May 2013 and intends to commence drilling in
several of various other concessions and/ or licences within the next 18 months. Our future plans
for the next 18 months in the various areas where we have a presence are set out below.
Please also refer to the section entitled General Information on our Group Business Activities
for further information on the prospects and opportunities in our concession and licence rights.
USA
Drilling at our North Dakota Concession has commenced and we will drill 80 Commitment Wells
within 24 months of such commencement. We are continually identifying and optimising best
possible locations for the 80 Commitment Wells through geological and geophysical information
coupled with the use of Rex Technologies. We expect to commence production towards the end
of the year. Our expected capital expenditure for our activities in our US Concessions is
approximately US$18.4 million over the 24-month drilling period. These sums will be used
primarily for drilling, data gathering and evaluation as well as surface facilities allowing for a well
to be completed and set into production. The current drilling programme is already fully funded.
We are simultaneously looking into other potential opportunities in the US after completion of the
current drilling programme. We are further reviewing opportunities in the Caribbean, where Fram
also has further operations.
Middle East
Plans for exploratory drilling in our Middle East Concessions are in place for 2013 and 2014. Our
Group intends to farm-out part of our equity in certain of our Middle East Concession Companies,
including Zubara, which holds the Sharjah Concession, in turn for funding to progress with further
drilling. We intend to drill two (2) wells in Oman in 2013, and our first well in the offshore areas
of Ras al-Khaimah by early 2014, and extensive plans for drilling are currently being implemented.
We have further planned to drill a first exploration well in Sharjah by June 2014. Contingent upon
positive well results from the drilling operations, we may consider drilling additional exploration or
appraisal wells in 2014 and 2015. Additionally, we will continue to obtain seismic information on
our RAK Onshore Concession, and should we have positive results with the use of Rex
Technologies, we may decide to spud our first onshore well in Ras al-Khaimah by the end of 2014.
We foresee that additional capital expenditure may be required for our Middle East Concessions
in the drilling of more wells and the development of new opportunities.
We have earmarked approximately S$[] million of the proceeds from the Invitation to be used for
drilling in the Middle East Concessions.
GENERAL INFORMATION ON OUR GROUP
156
Norway
Our subsidiary, Lime Petroleum Norway, will continue to participate in the screening of potential
licences in partnership with North Energy. We intend to apply for a further eight (8) to 12 licences
by the end of 2013, and we estimate that our first exploration well in Norway in our existing
acreage will be drilled in 2014. We intend to participate in the drilling of three (3) to five (5) new
offshore exploration wells within the next 18 months, such locations to be determined by the
results of our screening of various locations.
We have earmarked approximately S$[] million of the proceeds from the Invitation to be used for
drilling exploration wells in the Norwegian Concessions.
Western Europe
We seek to grow our presence in Western Europe with a particular focus in the United Kingdom
and Germany, which both have a long tradition of oil production. A growth in this region would
supplement our activities in Norway.
Asia-Pacific
Our presence in South East Asia is represented by our joint venture entity with Hibiscus
Petroleum, HiRex. We have begun screening potential drilling locations in mature field and
exploration opportunities in Malaysia, Australia, New Zealand, Cambodia, Vietnam, Myanmar and
the Philippines. We expect to secure interests in five (5) to six (6) licences in the next 18 months
as the result of a large seismic data screening process to be undertaken during 2013 and 2014.
As at the date of this Offer Document, we are evaluating certain investment opportunities
internally. Coupled with the active drilling programme being planned for our current concessions
and/or licences, we expect high growth in our concession and/or licences portfolio over the next
18 months. On 26 June 2013, our subsidiary, Rexonic, entered into two call option agreements
with Ogsonic AG, a production technology company in the oil services sector, which has
developed and owns a technology for well stimulation, which is complementary to our activities in
the exploration and production industry. The call options allow us to acquire an interest in a
joint-venture entity with Ogsonic AG of up to 50% and upon execution of the call option, we will
enter into a shareholders agreement to regulate the affairs of the joint-venture entity. Pursuant to
Rexonic exercising the second call option, Ogsonic AG may elect to receive Shares in our
Company as payment for the sale of shares in the joint-venture entity to Rexonic. The size of our
investment, should we choose to exercise the options, will be approximately US$10 million to
US$15 million.
ORDER BOOK
Due to the nature of our business, our Group does not maintain an order book and it is not
meaningful to us.
GENERAL INFORMATION ON OUR GROUP
157
TREND INFORMATION
Save as disclosed in the sections entitled Risk Factors, General Information on our Group
Prospects and General Information on our Group Business Strategies and Future Plans of this
Offer Document and barring any unforeseen circumstances, our Directors are not aware of any
other significant recent trends or any other known trends, uncertainties, demands, commitments
or events that are reasonably likely to have a material effect on our revenue, profitability, liquidity
or capital resources, or that would cause financial information disclosed in this Offer Document to
be not necessarily indicative of our future operating results or financial position. Please also refer
to the section entitled Cautionary Note on Forward-Looking Statements of this Offer Document.
GENERAL INFORMATION ON OUR GROUP
158
In general, transactions between our Group and any of our interested persons (namely, our
Directors, CEO or Controlling Shareholder or the associates (as defined in the Rules of Catalist)
of such Directors, CEO or Controlling Shareholder) (Interested Persons and each, an
Interested Person) would constitute interested person transactions for the purposes of Chapter
9 of the Rules of Catalist.
Prior to the Restructuring Exercise whereby we acquired Rex Oil & Gas as part of our Group, Rex
Oil & Gas was owned and controlled by our Controlling Shareholders, Mr Hans Lidgren, Dr Karl
Lidgren and Mr Svein Kjellesvik. As part of the Restructuring Exercise, Rex Oil & Gas transferred
the rights to Rex Technologies to Rex Technology Management on 7 March 2013, and accordingly,
assigned the Lime Petroleum IP Licence Agreement to Rex Technology Management on the same
day. Rex Oil & Gas also entered into various novation deeds with Rex Partners, whereby certain
assets and liabilities under its name were novated to Rex Partners. We deem our past
transactions with Rex Oil & Gas as transactions with Rex Partners for the purposes of disclosure
under this section.
Save as disclosed in this section and in the section entitled Restructuring Exercise of this Offer
Document, there are no interested person transactions which are material in the context of the
Invitation for FP2011 and FY2012 and for the period from 1 January 2013 up to the Latest
Practicable Date. Save as otherwise provided in this section, investors, upon subscription of the
Invitation Shares, are deemed to have specifically approved these transactions with our Interested
Persons and as such, these transactions are not subject to Rules 905 and 906 of the Rules of
Catalist to the extent that there are no subsequent changes to the terms of the agreements in
relation to each of these transactions.
PAST INTERESTED PERSON TRANSACTIONS
Transactions with Rex Partners
Through Rex Partners, Mr Hans Lidgren and Dr Karl Lidgren provided services to our Group,
namely, re-negotiating concession agreements that had been entered into by certain of our Middle
East Concession Companies and discussion with third parties for the purposes of exploring
potential investment opportunities in new concessions and/ or licences. In conjunction with these
services provided to our Group, our subsidiary, Lime Petroleum Plc, paid professional fees of
US$426,667 to Rex Partners in FP2011.
The transactions were not carried out on an arms length basis as they were not based on normal
commercial terms. We do not intend to enter into similar transactions with Rex Partners after the
Listing.
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS
Loan provided by Rex Partners to our Group
On 30 November 2012, Rex Oil & Gas and our subsidiary, Rex US, entered into a deed of
confirmation, confirming that a loan of US$882,000 had been granted by Rex Oil & Gas to Rex US.
This loan from Rex Oil & Gas was provided prior to the Restructuring Exercise whereby Rex Oil
& Gas became our subsidiary. The rights and obligations of the loan was subsequently novated
to Rex Partners on 30 November 2012. During December 2012, Rex Partners continued to grant
Rex US aggregate loan amounts of US$1.02 million. The monies received by Rex US were used
to settle the pre-payment for the purchase of two (2) onshore drilling rigs through our associated
company, Loyz Rex Drilling. The loan provided was unsecured and interest-free. The loan is
INTERESTED PERSON TRANSACTIONS
159
repayable on demand and Rex Partners has indicated to Rex US that it will require the loan to be
repaid upon the successful completion of the Invitation. The largest amount outstanding under this
loan due to Rex Partners during FY2012 and the period from 1 January 2013 to the Latest
Practicable Date are as follows:
(US$ million) FP2011 FY2012
Period from
1 January 2013 to
the Latest
Practicable Date
Largest amount outstanding due
to Rex Partners 1.9 1.9
The loan will be repaid with the net proceeds from the Invitation and will terminate upon
repayment. The interest-free loan was not granted on an arms length basis and was not on normal
commercial terms. Our Directors are of the view that the loan was provided on terms beneficial to
our Group. We do not intend to enter into similar transactions with Rex Partners after the Listing.
IP Licence Agreements between Rex Technology Management and our Group
Our Group has entered into the following agreements with Rex Technology Management in
respect of the use of Rex Technologies:
(a) the licence agreement dated 4 April 2013 entered into by our Company (the RIH IP Licence
Agreement);
(b) the licence agreement dated 21 March 2013 entered into by Lime Petroleum Norway (the
Lime Norway IP Licence Agreement);
(c) the licence agreement dated 21 March 2013 entered into by HiRex (the HiRex IP Licence
Agreement); and
(d) the licence agreement dated 24 October 2011 entered into by Lime Petroleum Plc (the Lime
Petroleum IP Licence Agreement),
(collectively, the IP Licence Agreements).
Rex Technology Management is an Interested Person of our Group as it is wholly-owned by Rex
Partners, and accordingly is an associate of our Controlling Shareholder.
INTERESTED PERSON TRANSACTIONS
160
Pursuant to the IP Licence Agreements, our Group is granted a licence by Rex Technology
Management, the owner of Rex Technologies, to utilise Rex Technologies for the purposes of
exploring and producing oil. Information on each of the IP Licence Agreements is set out in the
table below.
RIH IP Licence
Agreement
Lime Petroleum
IP Licence
Agreement
HiRex IP Licence
Agreement
Lime Norway IP
Licence
Agreement
Territories Any territory in the
world save for
Morocco,
Mauritania,
Senegal,
Cape Verde,
Guinea Bissau,
Gambian,
Sierra Leone,
Liberia, Guinea,
Ivory Coast,
Ghana, Togo,
Benin, Nigeria,
Cameroun,
Equatorial Guinea,
Gabon,
Congo-Brazzaville,
the Kingdom of
Saudi Arabia and
the offshore areas
associated with
these countries
Middle East which
includes Bahrain,
Egypt, Iran, Iraq,
Jordan, Kuwait,
Lebanon, Oman,
Palestine (Gaza
strip and West
Bank), Qatar,
Saudi Arabia,
Syria, Turkey,
United Arab
Emirates, Yemen
and offshore areas
associated with
these countries
Brunei, Myanmar,
Malaysia,
Indonesia,
Thailand, Vietnam,
Cambodia,
the Philippines,
Australia,
New Zealand and
Papua New
Guinea and
offshore areas
associated with
these countries
Norwegian
Continental Shelf
First licence
period
Date of RIH IP
Licence
Agreement to 31
December 2013
Not applicable 12 months from
the date of the
HiRex IP Licence
Agreement
Date of Lime
Norway IP Licence
Agreement to
31 December 2013
Subsequent
licence period
Every 12 months
from 1 January
2014
Not applicable Every 12 months
from 21 March
2014
Every six (6) months
from 1 January 2014
Licence fees for
Rex Virtual
Drilling (first
licence period)
US$312,500 Hourly rate of
US$150 for project
engineer and
US$300 for the
project manager
US$1.25 million US$625,000
Licence fees for
Rex Virtual
Drilling
(subsequent
licence period)
US$625,000 Hourly rate of
US$150 for project
engineer and
US$300 for the
project manager
US$2.5 million US$625,000
INTERESTED PERSON TRANSACTIONS
161
RIH IP Licence
Agreement
Lime Petroleum
IP Licence
Agreement
HiRex IP Licence
Agreement
Lime Norway IP
Licence
Agreement
Licence fees for
Rex Seepage
US$75 per sq km
and such charges
shall be subject to
the same annual
increment as the
cost for the use of
Rex Virtual Drilling
Hourly rate of
US$150 for project
engineer and
US$300 for the
project manager
Charged
separately on a
case by case
basis, where such
charges will be
pre-approved by
HiRex in writing
Charged separately
on a case by case
basis, where such
charges will be pre-
approved by Lime
Petroleum Norway in
writing
Licence fees for
Rex Gravity
US$75 per sq km
and such charges
shall be subject to
the same annual
increment as the
cost for the use of
Rex Virtual Drilling
Hourly rate of
US$150 for project
engineer and
US$300 for the
project manager
Charged
separately on a
case by case
basis, where such
charges will be
pre-approved by
HiRex in writing
Charged separately
on a case by case
basis, where such
charges will be pre-
approved by Lime
Petroleum Norway in
writing
Analysis
coverage for Rex
Virtual Drilling
(first licence
period)
Up to ten (10)
analyses (subject
to not more than
three (3) analyses
each month)
No limit Up to 20 analyses
(subject to not
more than three
(3) analyses each
month)
Up to five (5)
analyses (subject to
not more than two
(2) analyses each
month)
Analysis
coverage for Rex
Virtual Drilling
(subsequent
licence period)
Up to 20 analyses
(subject to not
more than three
(3) analyses each
month)
No limit Up to 40 analyses
(subject to not
more than six (6)
analyses each
month)
Up to five (5)
analyses (subject to
not more than two
(2) analyses each
month)
Rex Virtual
Drilling 3D
coverage (first
licence period)
Up to 5,000 sq km
(subject to not
more than 500 sq
km for each
analysis)
No limit Up to 5,000 sq km
(subject to not
more than 500 sq
km for each
analysis)
Up to 2,500 sq km
(subject to not more
than 500 sq km for
each analysis)
Rex Virtual
Drilling 3D
coverage
(subsequent
licence period)
Up to 10,000 sq
km (subject to not
more than 500 sq
km for each
analysis)
No limit Up to 10,000 sq
km (subject to not
more than 500 sq
km for each
analysis)
Up to 2,500 sq km
(subject to not more
than 500 sq km for
each analysis)
Rex Virtual
Drilling 2D
coverage
(if carried out
instead of 3D
analysis)
Each analysis can
have up to 25 2D
lines where each
line has up to
3,000 shot points
No limit Each analysis can
have up to 25 2D
lines where each
line has up to
3,000 shot points
Each analysis can
have up to 25 2D
lines where each
line has up to 3,000
shot points
INTERESTED PERSON TRANSACTIONS
162
RIH IP Licence
Agreement
Lime Petroleum
IP Licence
Agreement
HiRex IP Licence
Agreement
Lime Norway IP
Licence
Agreement
Adjustments to
licence fees
Fees to increase
on an annual
basis after the
second annual
licence period by
a rate equivalent
to the official
reported British
Virgin Islands
inflation rate for
preceding
previous year
plus 3%
Not applicable Fees to increase
on an annual
basis after the
second annual
licence period by
a rate equivalent
to the official
reported British
Virgin Islands
inflation rate for
the previous year
plus 3%, subject
to a maximum
increase of 7%
per annum
Fees to increase on
an annual basis
from the fourth
licence period by a
rate equivalent to
the official reported
British Virgin Islands
inflation rate for the
previous year plus
3%
Additional
analysis
Fee for each
additional analysis
is US$125,000.
The Company has
the right to
request for up to
ten (10) additional
analyses during
each licence
period with three
(3) months
advance notice
Not applicable Not applicable Fee for each
additional analysis is
US$125,000. Lime
Petroleum Norway
has the right to
request for up to five
(5) additional
analyses for each
licence period with
one (1) month
advance notice prior
to the beginning of
the licence period
The aggregate amounts of fees paid by our Group for the use of Rex Technologies under the IP
Licence Agreements for FP2011, FY2012 and the period from 1 January 2013 to the Latest
Practicable Date are as follows:
FP2011 FY2012
Period from
1 January 2013
to the Latest
Practicable Date
Licence fees US$313,333
(1)
US$453,251
(1)
US$832,045
(2)
Notes:
(1) The fees paid in FP2011, FY2012 were to Rex Partners prior to the Restructuring Exercise. Rex Technologies were
assigned to Rex Technology Management on 7 March 2013. Please refer to the section entitled Restructuring
Exercise for more details.
(2) Part of the fees paid for the period from 1 January 2013 to the Latest Practicable Date were to Rex Partners prior
to the assignment of Rex Technologies to Rex Technology Management, with the remaining fees paid to Rex
Technology Management after the assignment was completed.
INTERESTED PERSON TRANSACTIONS
163
Pursuant to the terms of the RIH IP Licence Agreement, Rex Technology Management has also
undertaken to inform our Company in writing in respect of all future intellectual property licence
agreements that it may enter into, ten (10) business days prior to the entry of such agreements.
This is to enable our Company to ensure that we are given the right to participate in exploration
asset opportunities, either directly or indirectly through an entity owning the asset.
The licences granted under the RIH IP Licence Agreement and the Lime Petroleum IP Licence
Agreement are valid for so long as they are in force, being a period of five (5) years, from the date
of each of the agreements and thereafter, to be automatically renewed on an annual basis unless
either party to each agreement gives notice to terminate the agreements, and additionally in the
case of the Lime Petroleum IP Licence Agreement, until the last of all our Groups concessions,
present and future, terminates, or notice of termination is given. The Lime Norway IP Licence
Agreement shall be in force for a period of three (3) years and shall thereafter be automatically
renewed on an annual basis unless either party gives notice to terminate. The HiRex IP Licence
Agreement shall be in force for a period of five (5) years with automatic renewal for a three
(3)-year period. Thereafter, the HiRex IP Licence Agreement shall be automatically renewed on an
annual basis unless either party gives notice to terminate the agreement.
Notwithstanding the above, Rex Technology Management will provide use of Rex Technologies to
our Group for as long as Rex Partners or any of its associates, and Dr Karl Lidgren and Mr Hans
Lidgren or any of their associates, hold in aggregate, whether directly or through a deemed
interest, a minimum of 15% of the total voting rights in our Company, and should such minimum
interest cease, for an additional three (3) years thereafter.
Asiasons WFG Capital Pte. Ltd. has been appointed as the Independent Financial Adviser to our
Independent Non-Executive Directors to opine on whether the IP Licence Agreements have been
entered into on normal commercial terms and are not prejudicial to our interests. The RIH IP
Licence Agreement, Lime Norway IP Licence Agreement and the HiRex IP Licence Agreement are
fixed fee agreements (Fixed Fee IPLAs). In connection with these Fixed Fee IPLAs, the
Independent Financial Adviser has considered its rationale and benefits, the adequacy of the
analyses (in terms of number and area coverage), the average cost for analysis of each square
kilometre which is lower than the comparable rates, the annual increment in fees as compared to
the annual average inflation of the oil and gas industry, the payment terms as well as other
considerations such as cost and time savings accorded by the Fixed Fee IPLAs. In respect of the
Lime Petroleum IP Licence Agreement, the Independent Financial Adviser has considered the
charges for each analysis performed under the Lime Petroleum IP Licence Agreement as
compared to the fee for each analysis under the Fixed Fee IPLAs, the payment terms as well as
the rationale and benefits of the Lime Petroleum IP Licence Agreement, and the cost control
procedures implemented by Lime Petroleum Plc to ensure accountability to its stakeholders.
Based on the analysis carried out, the Independent Financial Adviser is of the opinion that the IP
Licence Agreements have been executed on terms that are more favourable than normal
commercial terms, and not prejudicial to the interests of our Company and our minority
Shareholders.
Additionally, our Directors are of the opinion that there is no market comparison for the licence
fees that are charged to our Group based on the specific nature of Rex Technologies for which our
Directors believe that there is no comparable alternative. Bearing in mind the data provided by
other commercial technologies in the market that are typically used for oil exploration activities,
our Directors are of the view that the additional information we are able to obtain from the
analyses carried out by Rex Technologies is substantially more meaningful and accurate, and is
key to our exploration decisions. In addition, the licence fees charged to our Group are
substantially lower than what would normally have been charged to other parties by Rex
INTERESTED PERSON TRANSACTIONS
164
Technology Management. Please refer to the section entitled Appendix H Letter from the
Independent Financial Adviser to the Independent Non-Executive Directors of this Offer
Document for more information.
The above transaction was not undertaken on a normal commercial basis or on an arms length
basis. Our Directors are of the view that the IP Licence Agreements are on terms which are
beneficial to the Group.
GUIDELINES AND REVIEW PROCEDURE FOR ON-GOING AND FUTURE INTERESTED
PERSON TRANSACTIONS
Our Audit Committee will review and approve all interested person transactions to ensure that they
are on normal commercial terms and are transacted on an arms length basis on terms and prices
not more favourable to the Interested Persons than if they were transacted with a third party and
are not prejudicial to the interests of our Group and our minority Shareholders in any way.
To ensure that all future interested person transactions are carried out on normal commercial
terms and will not be prejudicial to the interests of our Group or our minority Shareholders, the
following procedures will be implemented by our Group:
(a) when purchasing any products or procuring any services from an Interested Person, two
additional quotations from non-Interested Persons will be obtained as a comparison to
ensure that our Groups interests and minority Shareholders interests are not
disadvantaged. The purchase price or fee for services shall not be higher than the most
competitive price or fee of the two additional quotations from non-Interested Persons.
Pertinent factors, including but not limited to quality, requirements, specifications, delivery
time and track record will be considered in determining the most competitive price or fee;
(b) when selling any products or supplying services to an Interested Person, the price or fee and
terms of two other successful transactions of a similar nature with non-Interested Persons
will be used as comparison to ensure that the interests of our Group or minority Shareholders
are not disadvantaged. The price or fee for the sale of products or the supply of services shall
not be lower than the lowest price or fee of the two other successful transactions with
non-Interested Persons;
(c) when renting properties from or to an Interested Person, appropriate steps will be taken to
ensure that such rent is matched with prevailing market rates, including adopting measures
such as making relevant enquiries with landlords of similar properties and obtaining suitable
reports or reviews published by property agents (including an independent valuation report
by a property valuer, where considered appropriate). The amount payable shall be based on
the most competitive market rental rates of similar properties in terms of size, suitability for
purpose and location, based on the results of the relevant inquiries;
(d) where it is not possible to compare against the terms of other transactions with unrelated
third parties and given that the products or services may be purchased only from an
Interested Person, the interested person transaction will be approved by either our CEO or
CFO, if he has no interest in the transaction, or failing which, our Audit Committee, in
accordance with our usual business practices and policies. In determining the transaction
price payable to the Interested Person for such products and/or service, factors such as, but
not limited to, quantity, requirements and specifications will be taken into account; and
INTERESTED PERSON TRANSACTIONS
165
(e) we will monitor all interested person transactions entered into by our Group and categorise
these transactions in the following manner:
(i) a Category 1 interested person transaction is one where the value thereof is equal or
in excess of 3.0% of the latest audited NTA of our Group; and
(ii) a Category 2 interested person transaction is one where the value thereof is below 3.0%
of the latest audited NTA of our Group.
All Category 1 interested person transactions must be approved by our Audit Committee prior
to entry whereas Category 2 interested person transactions need not be approved by our
Audit Committee prior to entry but shall be reviewed on a quarterly basis by our Audit
Committee.
Our Audit Committee will review all interested person transactions, if any, on a quarterly basis to
ensure that they are carried out on an arms length basis. In accordance with the procedures
outlined above, our Audit Committee will take into account all relevant non-quantitative factors. In
the event that a member of our Audit Committee is interested in any such transaction, he will
abstain from participating in the review and approval process in relation to that particular
transaction.
We shall prepare all the relevant information to assist our Audit Committee in its review and will
keep a register recording all interested person transactions. The basis for entry into the
transactions, including the quotations and other evidence obtained to support such basis, shall
also be recorded in the register.
In addition, our Audit Committee and the Board will also ensure that all disclosure, approval and
other requirements on interested person transactions, including those required by prevailing
legislation, the Rules of Catalist (in particular, Chapter 9) and relevant accounting standards, are
complied with. The annual internal audit plan shall incorporate a review of all interested person
transactions entered into at least on an annual basis. Such transactions will also be subject to the
approval of our Shareholders if required by the Rules of Catalist. We will also endeavour to comply
with the recommendations set out in the Code of Corporate Governance.
The internal audit reports will be reviewed by our Audit Committee to ascertain whether the
guidelines and procedures established to monitor interested person transactions have been
complied with. Our Audit Committee shall also, from time to time, review such guidelines and
procedures to determine if they are adequate and/or commercially practicable in ensuring that
interested person transactions are conducted on normal commercial terms, on an arms length
basis and do not prejudice our Groups interests and our minority Shareholders interests. If during
these periodic reviews, our Audit Committee is of the opinion that the guidelines and procedures
as stated above are not sufficient to ensure that interested person transactions will be on normal
commercial terms, on an arms length basis and not prejudicial to our interests and the interests
of our minority Shareholders, our Audit Committee will adopt such new guidelines and review
procedures for future interested person transactions as may be appropriate.
Pursuant to the Rules of Catalist, we will make the required disclosure in relation to our interested
person transactions in our annual report during the relevant financial year under review.
INTERESTED PERSON TRANSACTIONS
166
POTENTIAL CONFLICTS OF INTEREST
Rex Partners
We may face conflicts of interest with Rex Partners and its group of companies, as it has interests
in the exploration and production of oil and gas in certain jurisdictions. Rex Partners is the holding
company of certain corporations, including Rex Commercial, Rex Starter Ltd, Rex Atlantic Ltd,
Rex Jade Ltd, Trace Petroleum Oil Ltd and Atlantic Petroleum Guinea Bissau Ltd. Rex Partners
is currently involved in key operation areas in respect of exploration and production activities in
the West Africa region. In addition, Dr Karl Lidgren, our Non-Executive Director and a Controlling
Shareholder of our Company, is a nominee of Rex Partners and a controlling shareholder of Rex
Partners. Our Controlling Shareholders, Mr Svein Kjellesvik and Mr Hans Lidgren, are also
controlling shareholders of Rex Partners.
To mitigate the risks of potential competition between our Company and Rex Partners, Rex
Partners has, on behalf of itself and the companies in its group, undertaken to provide a right of
first refusal to our Company in respect of exploration asset opportunities in any territory in the
world save for Morocco, Mauritania, Senegal, Cape Verde, Guinea Bissau, Gambian, Sierra
Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea,
Gabon, Congo-Brazzaville, the Kingdom of Saudi Arabia and the offshore areas associated with
these countries. These excluded regions are jurisdictions where Rex Partners currently operates.
Our right to such exploration asset opportunities is subject to our obligation to HiRex pursuant to
the HiRex ROFR. Please refer to the section entitled Group Structure Shareholders
Agreements for details on the HiRex ROFR.
This undertaking has been provided under the RIH IP Licence Agreement, and will terminate in the
event that (a) Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their
associates cease to (i) hold in aggregate, a direct or deemed controlling interest in the issued and
paid-up capital in our Company; (ii) exercise control over our Company, including but not limited
to the right or ability to determine the composition of our Board of Directors and/or exercise control
over the management and operations of our Group; and (iii) have any representation on the Board
of Directors of our Company; or (b) the RIH IP Licence Agreement is terminated or expires.
Furthermore, our Directors have a duty to disclose their interests in respect of any contract,
arrangement or any other proposal in which they have any personal material direct or indirect
interest, or any potential or actual conflict of interest in. Our Directors who may have such
interests shall abstain from voting in respect of any such contract, arrangement or any other
proposal. In addition, our Directors owe our Company fiduciary duties and have a duty to act in
good faith and in the best interests of our Company.
In view of the above, our Directors believe that the possibility of any conflict of interest arising from
the shareholding in our Company by the Rex Group will be mitigated.
Bernt Eivind sthus
Mr Bernt Eivind sthus is a director of Staur Holding AS, and is interested in 19.7% of the shares
in Staur Holding AS. Staur Holding AS is the holding company of several subsidiaries which are
involved in various investments and partnerships across a wide range of industries. Through Staur
Holding AS, Mr sthus is interested in the shares of Acona AS, Drilling Technologies Ltd. and
Lithicon AS. He is also a director and the chairman of the board of directors of Drilling
Technologies Ltd. and Lithicon AS. Acona AS, Drilling Technologies Ltd. and Lithicon AS provide
oil services and drilling-related services, and do not own any oil and gas concessions.
INTERESTED PERSON TRANSACTIONS
167
Acona AS manages drilling-related services in the United Kingdom and the North Sea in the
Norway. Drilling Technologies Ltd. provide oil and drilling-related services such as logging and
core analysis in Norway, Mexico, Venezula, Saudi Arabia and certain countries in the Middle East.
Lithicon AS also provides similar services in the same markets as Drilling Technologies Ltd. and
additionally, in Australia.
Staur Holding AS has also entered into a joint venture with the Pareto Group to form Pareto Staur
Energy, which invests in oil and gas and oil services.
Our Group and Acona AS, Drilling Technologies Ltd., Lithicon AS and Pareto Staur Energy are not
in competition as we do not provide similar services, nor do these entities carry out oil and gas
exploration work, which is our Groups primary activity. However, should any conflicts of interest
arise from Mr sthus interests and directorships, he will not participate in any of our Groups
discussions or decisions relating to such conflicts and will abstain from voting on any matters
relating to such conflicts. Mr sthus will inform our Board as to any changes in Staur Holding AS
interests in Acona AS, Drilling Technologies Ltd., Lithicon AS and Pareto Staur Energy as soon as
reasonably practicable after such changes have occurred.
Based on the foregoing, our Board is of the view that there will not be any conflicts of interest
arising from Mr sthus interests in Staur Holding AS and his designations in Drilling Technologies
Ltd. and Lithicon AS.
Save as disclosed in the sections entitled Interested Person Transactions, Potential Conflict of
Interests, Directors, Executive Officers and Employees Service Agreements and
Restructuring Exercise of this Offer Document, none of our Directors, Executive Officers,
Controlling Shareholders or any of their Associates has an interest, direct or indirect:
(a) in any transaction to which our Group was or is to be a party;
(b) in any entity carrying on the same business or dealing in similar services which competes
materially and directly with the existing business of our Group; and
(c) in any enterprise or company that is our Groups customer or supplier of goods and services.
Save as disclosed in the sections entitled Interested Person Transactions and Directors,
Executive Officers and Employees Service Agreements of this Offer Document, none of our
Directors has any interest in any existing contract or arrangement which is significant in relation
to the business of our Company and our subsidiaries, taken as a whole.
INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE
UNDERWRITER
In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has a
material relationship with our Company save as disclosed below and in the section entitled
General and Statutory Information Management, Underwriting and Placement Arrangements of
this Offer Document:
(a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a
Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in relation
to the Listing;
INTERESTED PERSON TRANSACTIONS
168
(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on Catalist; and
(c) pursuant to the Management Agreement and as part of PPCFs fees as the Manager and
Sponsor, our Company issued and allotted [] PPCF Shares at the Issue Price to PPCF
representing []% of the issued and paid-up share capital of our Company immediately prior
to the Invitation. After completion of the relevant moratorium period as set out in the section
Shareholders Moratorium of this Offer Document, PPCF will dispose its shareholding
interest in our Company at its discretion.
INTERESTED PERSON TRANSACTIONS
169
MANAGEMENT REPORTING STRUCTURE
Our management reporting structure as at the Latest Practicable Date is set out below:
Chief
Operating
Officer
Chief
Technology
Officer
Chief
Financial
Officer
Chief
Executive
Officer
Board of
Directors
DIRECTORS
Our Board of Directors is entrusted with the responsibility for the overall management of our
Company. The particulars of our Directors are set out below.
Name Age Address Position
Mr Dan Brostrm 70 6 Raffles Quay, #20-07
Singapore 048580
Executive Director and
Chairman
Dr Karl Lidgren 65 1 Boulevard de Suisse Monaco Non-Executive Director
Mr Bernt Eivind sthus 42 Kjpmannsgata 37
7416 Trondheim, Norway
Non-Executive Director
Mr Muhammad Sameer
Yousuf Khan
60 97 Robertson Quay
#08-08, Rivergate
Singapore 238257
Independent Non-Executive
Director
Mr Abderahmane Fodil 39 PO Box 64393
Riyadh 11536
Kingdom of Saudi Arabia
Independent Non-Executive
Director
Mr Sin Boon Ann 55 10 Collyer Quay #10-01
Ocean Financial Centre
Singapore 049315
Independent Non-Executive
Director
Information on the business and working experience of our Directors is set out below.
Rule 406(3)(a) of the Rules of Catalist states that as a pre-quotation disclosure requirement, a
listing applicant must release a statement (via SGXNET or in the offer document) identifying for
each director, whether the person has prior experience (and what) or, if the director has no prior
experience as a director of a listed company, whether the person has undertaken training in the
roles and responsibilities of a director of a listed company. With regard to Rule 406(3)(a) of the
Rules of Catalist, two (2) of our Directors, Mr Muhammad Sameer Yousuf Khan and Mr Sin Boon
Ann, have current and/or prior experience as directors of public listed companies in Singapore,
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
170
and are familiar with the roles and responsibilities of a director of a public listed company in
Singapore. Mr Dan Brostrm had attended the relevant training at the Singapore Institute of
Directors to familiarise himself with the roles and responsibilities of a director of a public listed
Company in Singapore. Our other Directors, namely Dr Karl Lidgren, Mr Bernt Eivind sthus and
Mr Abderahmane Fodil will attend the relevant trainings at the Singapore Institute of Directors to
familiarise themselves with such roles and responsibilities.
Dr Karl Lidgren, our Non-Executive Director, is the father of Mr Mns Lidgren, our Chief Executive
Officer and the uncle of our Chief Technology Officer, Mrs Lina Berntsen. Dr Karl Lidgren is also
a director and a controlling shareholder in our Controlling Shareholder, Rex Partners.
Dr Karl Lidgren is the brother of Mr Hans Lidgren, a director and a controlling shareholder of our
Controlling Shareholder, Rex Partners. Mr Hans Lidgren is the father of our Chief Technology
Officer, Mrs Lina Berntsen, and the uncle of our Chief Executive Officer, Mr Mns Lidgren.
Dr Karl Lidgren is a nominee of Rex Partners, Mr Bernt Eivind sthus is a nominee of Fram and
Mr Abderahmane Fodil is a nominee of White Global Investment Holdings Ltd, one of our Pre-IPO
Investors.
Save as disclosed above, none of our Directors are related to each other, our Substantial
Shareholders or our Executive Officers.
Our Independent Non-Executive Directors do not have any existing business or professional
relationship of a material nature with our Group, our Directors or Substantial Shareholders.
None of our Independent Non-Executive Directors sits on the boards of our subsidiaries.
None of our Directors has any arrangement or understanding with any of our customers or
suppliers pursuant to which such person was appointed as our Director. However, our Director, Dr
Karl Lidgren is also a director of Rex Technology Management, our supplier of Rex Technologies.
Mr Dan Brostrm is our Chairman and Executive Director, and has been with our Group since
2011. Mr Brostrm has been a Director of our Company since 11 January 2013. Prior to joining our
Company, Mr Brostrm was a senior partner at MVI Holdings Ltd between 1993 and 2005, where
as a consultant, he has assisted Swedish companies in setting up businesses in Singapore
through fund-raising activities and sourcing for suitable business partners. From 1990 to 1993, Mr
Brostrm was the chief executive officer at Hufvudstaden UK Ltd, a real estate company. Before
he entered Hufvudstaden UK Ltd, Mr Brostrm worked in the shipping industry, where he was
based in London and held the position of chief executive officer of Brostrom UK Ltd for the period
from 1980 to 1987. Mr Brostrm has a degree in Economics from Stanford University in the United
States of America, and a Bachelor of Arts in Economics from Gothenburg University in Sweden.
Dr Karl Lidgren is our Non-Executive Director and was appointed to our Board of Directors on
1 May 2013. Dr Lidgren graduated from Lund University in Sweden in 1970 with a degree in
Economics. Upon graduation, he taught in Lund University until 1972 before taking on the role of
an investigator for the Swedish Government from 1972 to 1980. He concurrently obtained a Doctor
of Philosophy from Lund University in 1976 in Economics. Dr Lidgren taught in Lund University as
a Professor from 1980 until his retirement in 2000. Dr Lidgren founded Rex Partners with his
brother, Mr Hans Lidgren, and Mr Svein Kjellesvik. Dr Lidgren and Mr Hans Lidgren have, since
the 1980s, utilised satellite altimeter data in oil exploration activities which enabled major oil and
gas findings. Dr Lidgren represents the interests of Rex Partners on our Board of Directors.
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
171
Mr Bernt Eivind sthus was appointed our Non-Executive Director on 13 May 2013. Mr sthus
graduated from the University of Bergen in Norway in 1994 with a degree in law. After graduation,
he completed his training with Notar Advokat in 1995 and subsequently took the position of chief
executive officer of the law firm until 1998. Mr sthus left Notar Advokat to start his own law firm,
Pretor Advokat, where he was chief executive officer, and managed the firm until the end of 2008.
Since January 2005, Mr sthus also worked as managing partner of Staur Holding AS, his
family-run investment company, and has since expanded into the Staur group of companies with
assets worth approximately US$250 million. The Staur group of companies carry out several
investments in various industries alongside suitable partners, among which include investments
in Fram. Mr sthus is a nominee of Fram on our Board of Directors.
Mr Muhammad Sameer Yousuf Khan is our Independent Non-Executive Director and was
appointed to our Board of Directors on 26 June 2013. Mr Khan has more than 40 years of
experience in the fields of accounting, business and financial advisory. He began his career in
February 1972 as a trainee accountant at Ernst & Youngs London office and was qualified as a
Chartered Accountant in December 1975. He then left to join the I.C.I. group of companies in April
1976 as a group finance manager and was based in Karachi in Pakistan until September 1979.
Between October 1979 and September 1981, Mr Khan returned to Ernst & Youngs London office
as a management consultant. Thereafter, he left to join the Investment Division of the Al Futtaim
Group of Companies in Dubai in the UAE as an accountant until November 1982. Mr Khan
subsequently held various positions at Dubai Drydocks which is part of the Drydocks World Group,
one of the worlds largest ship-repair and ship-building groups. His positions at Dubai Drydocks
include Chief Accountant, for the period from March 1983 to August 1989, human resources
manager from September 1989 to April 1998, and finance director from May 1998 to June 2007.
He was later promoted to chief financial officer and executive director of Drydocks World Group,
where he was based in both Dubai and Singapore, and held the position until February 2011. After
leaving the Drydocks World Group, Mr Khan has been providing consultancy and advisory
services, specialising in financial management and the maritime industry since August 2011. Mr
Khan is a Fellow of the Institute of Chartered Accountant (England and Wales) and a member of
the following organisations the Chartered Management Institute (U.K.), Institute of Management
Consultants (U.K.) and the Singapore Institute of Directors. Mr Khan was previously a non-
executive director of Beng Kuang Marine Limited, a company listed on the SGX-ST, from 2008 to
2011.
Mr Abderahmane Fodil was appointed as our Independent Non-Executive Director on 26 June
2013, and is a nominee of White Global Investment Holdings Ltd, one of our Pre-IPO Investors.
Mr Fodil is the Chief Investment Officer of Global Investment Holdings Co Ltd, where he manages
investment activities, including private equity investments and joint-ventures for Saudi investors.
Prior to assuming his current position at Global Investment Holdings Co Ltd in December 2012,
Mr Fodil was the Head of Investments at ADS Holding, an investment holding company, from
September 2011 to November 2012. Between February 2008 and August 2011, Mr. Fodil worked
for two Abu Dhabi-based organizations: the Emirates Investment Authority and the Abu Dhabi
Investment Council. These entities are multi-billion sovereign wealth funds and his responsibilities
covered private equity investments (direct and indirect) and portfolio management. Mr. Fodil was
an investment officer within the International Finance Corporation, World Bank Group from
September 2004 to January 2008, where he handled the execution of equity and debt transactions
across emerging markets. Between February 2000 and August 2004, Mr. Fodil worked as a
management consultant for AT Kearney, a consulting firm, after he left Societe Generale where he
was as analyst in commodity financing since January 1998. Mr. Fodil graduated from Ecole
Centrale Paris with a Master of Science in 1997, and received a Master of Business Administration
from INSEAD business school in 2003.
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
172
Mr Sin Boon Ann is our Independent Non-Executive Director. He was appointed to our Board of
Directors on 26 June 2013. He received his Bachelor of Arts and Bachelor of Laws from the
National University of Singapore in 1982 and 1986 respectively, and a Master of Laws from the
University of London in 1988. Mr Sin was admitted to the Singapore Bar in 1987 and was a
member of the teaching staff of the law faculty, National University of Singapore from 1987 to
1992. Mr Sin joined Drew & Napier LLC in 1992 and has been there ever since. Mr Sin is currently
the deputy managing director of their corporate and finance department. Mr Sin was a Member of
Parliament, Tampines GRC from 1997 to 2011. Mr Sin was conferred with the May Day Award
Friend of Labour and the May Day Award Meritorious Service by the National Trade Union
Congress in 2003 and 2013 respectively, for his contributions and commitment to the labour
movement in Singapore as a union adviser.
The list of present and past directorships of each Director over the last five (5) years excluding
those held in our Company is set out below:
Name Present directorships Past directorships
Mr Dan Brostrm Group Companies Group Companies
Rex International Investments None
Other Companies Other Companies
Cathay (Venture) Pte. Ltd.
Cathay Ltd
Maritime Drytank Corporation
Pte. Ltd.
Lifesyne Asia Pte. Ltd.
Maxamec Global Pte. Ltd.
Sonoport (Asia) Pte. Ltd.
None
Dr Karl Lidgren Group Companies Group Companies
Rex International BVI
Rex US
Rex Oil & Gas
Rex South East Asia
Lime Petroleum Plc
Rex International Investments
Dahan
Other Companies Other Companies
Rex Technology Management
Trace Atlantic Oil Ltd
None
Mr Bernt Eivind sthus Group Companies Group Companies
None None
Other Companies Other Companies
Advokat Bernt sthus
Ag Holding AS
Alf M. Andersen AS
Aqualyng Holding AS
Bjrgan Eiendom AS
BK Eiendom AS
Aqualyng AS
Ebo Gruppen AS
Fru Inger AS
Kastbrekka Eiendom AS
Nerby N, AS
Smart Actuator AS
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
173
Name Present directorships Past directorships
Ebo Eiendom AS
Ebo Hytteutleie AS
Ebo Invest AS
Ebo Nerbyen AS
Ebo Tiller AS
Eiendomsutvikling Prosjekt AS
Fram Fredriksen Snn AS
Helga Den Fagresgt 12 AS
HF-Invest AS
Industriveien Oppdal AS
Kiro1 AS
Komstra AS
Kuppelvik AS
Kuppelvik Advokat AS
Kyllingmarkgarden AS
Lithicon AS
Mysing Holding AS
Numerical Rocks AS
Numerical Rocks 2 AS
Ravnkloa Eiendom AS
sthus Radioreklame
ya Boligutvikling AS
Pareto Staur SPV I AS
Prestenggata Sr AS
Sletvoltunet AS
Staur Aqua AS
Staur Drilltek AS
Staur Eiendom AS
Staur Holding AS
Staur Invest AS
Staur Private Equity AS
Strategicom AS
TF-Invest AS
Trondheim Kino Utvikling AS
Vgar AS
Vgar Eiendom AS
Vgar Havn AS
Vgar Utvikling AS
Visbook AS
Staur Exploration AS
Staur Foods AS
Storen Lydproduksjon ANS
Mr Muhammad Sameer
Yousuf Khan
Group Companies Group Companies
None None
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
174
Name Present directorships Past directorships
Other Companies Other Companies
Aidha Ltd. Advantec Shipping Pte. Ltd.
Beng Kuang Marine Limited
Crown Shipping Pte. Ltd.
Datum Pointt Holdings Pte Ltd
Datum Pointt Pte Ltd
DDW-Paxocean Asia Pte. Ltd.
DDW-Paxocean Shipyard Pte. Ltd.
Dinar Venture Pte Ltd
DP Marine Pte. Ltd.
DP Offshore Engineering Pte. Ltd.
DP Shipbuilding and Engineering
Pte. Ltd.
Elastrade (Pte) Ltd
Grandsand Construction Pte. Ltd.
Heng Huat Shipbuilding &
Construction Pte. Ltd.
Hylynx Pte. Ltd.
Intone Pte. Ltd.
Kleans Corporation Pte Ltd
Kmech Corporation Pte Ltd
Labroy Bulk Carriers Pte Ltd
Labroy Livestock Carriers Pte Ltd
Labroy Product Tankers Pte Ltd
Labroy Shipping Pte. Ltd.
Labroy Ship Services Pte Ltd
MTS Marinetech Pte Ltd
Nusa Dredging Pte Ltd
Pan-United Venture Pte Ltd
Premier Shipping Pte Ltd
Seaspec Marine Services Pte Ltd
Well Commercial Pte Ltd
Yi Jin Marine Pte Ltd
Yukon Marine Pte Ltd
Mr Abderahmane Fodil Group Companies Group Companies
None None
Other Companies Other Companies
None Abraaj Financial Technologies II
Limited
Network International LLC
Mr Sin Boon Ann Group Companies Group Companies
None None
Other Companies Other Companies
Courage Marine Group Limited
CSE Global Limited
ABLD Pte. Ltd.
Auric Pacific Group Limited
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
175
Name Present directorships Past directorships
DrewCorp Services Pte Ltd
Drew & Napier LLC
MFS Technology Ltd
OSIM International Ltd
Overseas Union Enterprise Limited
SE Hub Ltd.
Tampines Central Community
Foundation Limited
Transview Holdings Limited
Freshfields Drew & Napier Pte Ltd
HealthSTATS International Pte Ltd
Japan Land Limited
EXECUTIVE OFFICERS
Our Groups day-to-day operations are carried out by our Executive Officers, who are experienced
and qualified. In addition, our Group has a flat management structure and there are many other
officers working closely together with our Executive Officers. The particulars of our Executive
Officers are set out below.
Name Age Address Position
Mr Mns Lidgren 36 Othmarstrasse 8
8008 Zurich, Switzerland
Chief Executive Officer
Mr Kristofer Skantze 37 Othmarstrasse 8
8008 Zurich, Switzerland
Chief Operating Officer
Mr ke Knutsson 58 Brobyggargatan 4
S-29831 Tollarp, Sweden
Chief Financial Officer
Mrs Lina Berntsen 35 Lupingatan 6
SE-234 38 Lomma, Sweden
Chief Technology Officer
Information on the business and working experience of each of our Executive Officers is set out
below.
Mr Mns Lidgren is our Chief Executive Officer and is responsible for overseeing the strategic
positioning and business expansion of the Group including making major business and finance
decisions. Mr Lidgren graduated from Lund University in Sweden with a Bachelor of Science and
a Master of Science, both in Business Administration and Economics in 1999 and 2000
respectively. He started providing consultancy services to Global Responsibility, an organisation
that seeks to promote responsible citizenship worldwide, where he helped companies
communicate their efforts in environment, health and safety issues. From 2002 to 2007, he joined
his family business in private investments where he was a business analyst in 2002, and
subsequently a merger and acquisitions manager in 2003 and 2004. His responsibilities as a
business analyst were to analyse trends and selected markets and to identify investment
opportunities and carry out financial modelling. As a merger and acquisitions manager, Mr Lidgren
negotiated deals, handled financial structuring, liaised for related financing and advised and
supported the management in the acquired companies. From 2005 to 2007, he assumed the
position of senior investment manager in his familys business, and carried out portfolio
management, liaison with partner banks and private equity transactions. Mr Lidgren subsequently
joined Credit Suisse in January 2008 as a vice president of business development and, among
others, managed his own client portfolio, acted as a broker for sourcing of new business and
pre-screed business proposals under the private banking division. After leaving Credit Suisse in
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
176
August 2009, Mr Lidgren re-joined his familys business where he was chief financial officer until
August 2011. He later joined Lime Petroleum Plc from August 2011 to December 2012, and took
on the roles of interim chief executive officer and director. Mr Lidgren joined our Company in
January 2013 as Chief Executive Officer.
Mr Kristofer Skantze is our Groups Chief Operating Officer and is responsible for our Groups
overall operations, including the integration of new business development plans into our Groups
operations. Prior to joining our Company, Mr Skantze was the head of sales and marketing at HeiQ
Materials AG from 2007 to 2012, a privately-owned textile chemical company, where he forged
partner alliances with well-known textile brands. From 2000 to 2007, Mr Skantze held various
positions within the Anoto Group AB, a Swedish high-tech company. Mr Skantze was the business
development manager of Anoto Inc. at Boston from 2005 to August 2007, where he managed the
partner network and was responsible for all new North American customers. Before his stint in the
United States of America, Mr Skantze held positions of key account manager, technical project
manager and project manager in sales and business development at the headquarters of the
Anoto Group AB in Lund in Sweden from 2000 to 2005, where he also invented and filed for
several patents of which at least nine were granted. Mr. Skantze obtained a Masters degree in
Engineering Physics from the Faculty of Engineering of University of Lund in Sweden.
Mr ke Knutsson is our Groups Chief Financial Officer and oversees our Groups finance,
treasury, administration and internal audit functions. Mr Knutsson joined our Group in 2011 as the
Chief Financial Officer of our subsidiary, Lime Petroleum Plc, and was subsequently appointed our
Companys Chief Financial Officer on 1 June 2013. Prior to joining our Group, Mr Knutsson was
the Chief Financial Officer of the Prestando Group since 2009, a supplier of pressed high-grade
steel parts to the automotive industry in Europe and the USA. Between 2006 and 2009, Mr
Knutsson was managing director of A Clean Partner International AB, a company which develops
and sells cleaning substances to industries in Sweden and other Nordic countries. Mr Knutsson
was the vice-managing director and chief operating officer of Biomet Cementing Technologies AB
from 2000 to 2006, a company that is part of the international Bioment Group which develops and
markets cemented implants for the hip, knee and shoulder. Mr Knutsson had earlier worked in
various entities as a financial manager between 1987 and 1999. These entities include the
Scandimed Group, Lidaris Group, AteljLyktan AB and the Ministry of Forestry of Sweden. For the
period between 1984 and 1987 and the period from 1980 to 1984, he was the accounting manager
of Kone Cranes ABs Swedish operations and ASG ABs European division respectively. Mr
Knutsson graduated from the University of Lund in Sweden with a degree in Business
Administration with International Orientation.
Mrs Lina Berntsen is our Chief Technology Officer and co-ordinates the use of Rex Technologies
for our Group. Mrs Berntsen obtained a Master of Science in Chemical Engineering from the
University of Lund in Sweden in 2007. Mrs Berntsen started work with a biotechnology company,
Chemel AB, from 2004 to 2006. She was the marketing co-ordinator in Chemel AB and also
worked on product development. From 2008 to 2010, Mrs Berntsen worked as a development
engineer in Gambro Lundia AB, a global medical technology company, where she was responsible
for product development and design control relating to dialysis technology. After her stint at
Gambro Lundia AB, Mrs Berntsen joined Rex Oil & Gas as the Rex Virtual Drilling specialist and
oversaw the operations and co-ordinated analyses in relation to the use of Rex Virtual Drilling,
until 2011. She later left to join Equus Consulting AB which she partly-owns. Equus Consulting AB
is in the business of advanced mathematical analysis and Mrs Berntsen provided consultancy
services to our Group as a technology specialist from 2011 to 2012. In 2012, Mrs Berntsen
re-joined our Group where she continued working as the Rex Virtual Drilling specialist to Lime
Petroleum Norway.
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
177
The list of present and past directorships of each Executive Officer over the last five (5) years
excluding those held in our Company is as follows:
Name Present directorships Past directorships
Mr Mns Lidgren Group Companies Group Companies
Rexonic
Rex International BVI
Rex US
Rex South East Asia
Lime Petroleum Ltd.
Zubara Lime Petroleum Plc
Other Companies Other Companies
None None
Mr Kristofer Skantze Group Companies Group Companies
Rexonic
Rex US Operating
None
Other Companies Other Companies
None None
Mr ke Knutsson Group Companies Group Companies
Lime Petroleum Norway None
Other Companies Other Companies
None None
Mrs Lina Berntsen Group Companies Group Companies
None None
Other Companies Other Companies
None None
DIRECTORS AND KEY EXECUTIVES REMUNERATION
The compensation (including bonus, directors fees and benefits-in-kind) paid in FP2011 and
FY2012 and the estimated compensation (excluding bonus, directors fees and benefits-in-kind) to
be paid in FY2013 to our Directors and our top five (5) key executives for services rendered to our
Group on an individual basis and in remuneration bands
(1)
are:
FP2011 FY2012
Estimated
for FY2013
Directors
Mr Dan Brostrm B
Dr Karl Lidgren A
Mr Bernt Eivind sthus A
Mr Muhammad Sameer Yousuf Khan A
Mr Abderahmane Fodil A
Mr Sin Boon Ann A
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
178
FP2011 FY2012
Estimated
for FY2013
Key Executives
Mr Mns Lidgren A B C
Mr Kristofer Skantze B
Mr ke Knutsson A B B
Mrs Lina Berntsen A
Mr Svein Kjellesvik
(2)
A B B
Notes:
(1) Band A means between S$1 and S$250,000
Band B means between S$250,001 and S$500,000
Band C means between S$500,001 and S$750,000
(2) Mr Svein Kjellesvik was employed by Lime Petroleum Plc pursuant to a contract for services agreement as Chairman
of Lime Petroleum Plc in 2011. In 2012, Mr Kjellesvik was engaged under a contract for services agreement as chief
executive officer of Lime Petroleum Plc. In 2013, Mr Kjellesvik entered into a service contract with our Company as
an executive, pursuant to which our Company nominated him to assume the position of the chief executive officer
of Lime Petroleum Plc.
On 24 June 2013, our Shareholders approved the Performance Share Plan and the Share Option
Scheme. Please refer to the sections entitled Rex International Performance Share Plan and
Rex International Employee Share Option Scheme for details.
Pension or retirement benefits
As at the Latest Practicable Date, save for the amounts set aside or accrued in respect of
mandatory employee funds, we have not set aside or accrued any amounts to provide pension,
retirement or similar benefits to our employees and Directors.
EMPLOYEES
The number of full-time employees of our Group as at the end of each of FP2011 and FY2012 are
set out in the table below.
As at 31 December
Function 2011 2012
Management 1 2
Financial 1 1
Geological and geophysical and drilling 8
Technology 2
Operations 1 1
Administration 2
Total 3 16
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
179
The geographical distribution of our full-time employees as at the end of each of FP2011 and
FY2012 are as follows:
As at 31 December
Geographical regions 2011 2012
Singapore
United Arab Emirates 1 1
Oman 2
Norway 2 10
Europe 3
Total 3 16
Our Group has experienced a rapid growth in the number of our employees in 2012 as we have
hired experienced individuals in various sectors to support our operations and activities.
The relationship and cooperation between our employees and management has always been
good and is expected to continue to be good. There has not been any incident of work stoppages
or labour disputes which affected the operations of our Group.
We may from time to time, engage certain of our employees on a full-time basis through external
firms. As at the Latest Practicable Date, we do not have any employee who is hired on a temporary
basis.
SERVICE AGREEMENTS
Our Company entered into service agreements (collectively, the Service Agreements and each
a Service Agreement) with each of our Chief Executive Officer, Mr Mns Lidgren, our Chief
Operating Officer, Mr Kristofer Skantze and our Chief Financial Officer, Mr ke Knutsson
(collectively, the Executives and each an Executive) on 31 May 2013, 30 May 2013 and 1
June 2013 respectively.
The Service Agreements are for an initial period of three (3) years (the Initial Term) commencing
with effect from the date of admission of our Company to the Catalist, subject to renewal annually
thereafter unless otherwise agreed in writing between the Company and the Executive or
terminated in accordance with the Service Agreements. During the Initial Term, the parties may
terminate the respective service agreement by either party giving not less than six (6) months
notice in writing to the other. We may also terminate the Service Agreements by notice upon the
occurrence of certain events such as serious misconduct, bankruptcy or criminal conviction.
Mr Mns Lidgren, Mr Kristofer Skantze and Mr ke Knutsson will receive an annual salary of
approximately S$492,000, S$240,000 and S$272,000 respectively. Pursuant to the terms of the
Service Agreements, the Executives are entitled to a variable bonus on top of their annual
salaries, such bonus to be determined by our Company based on their personal performance as
well as the performance of the Group for each financial year.
The remuneration of the Executives is subject to review by our Remuneration Committee at the
end of each financial year. The relevant Executive shall abstain from voting, if applicable, in
respect of any resolution or decision to be made by our Board in relation to the terms and renewal
of his Service Agreement.
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
180
The Executives shall also be entitled to participate in the Performance Share Plan and Share
Option Scheme at our Companys discretion based on their personal performance as well as the
performance of the Group for that year.
Our Group will also extend to each of the Executives, among others, medical benefits in line with
our Groups prevailing policy. All entertainment expenses, travelling, hotel and other out-of-pocket
expenses incurred by them in connection with our Groups business will also be reimbursed by our
Company. Certain of our Executives will also receive housing allowances, tuition benefits for their
children and transportation benefits.
Under the terms of the Service Agreements, each of the Executives is subject to certain restrictive
covenants as described below. Each of them is also prohibited, during the term of their Service
Agreements and their termination thereof, to disclose any information, which they know or ought
to reasonably know to be confidential concerning the business of our Group, so far as the
information had come to their knowledge during their appointment with our Company.
Each of the Executives shall not at any time during the period of their employment and for a period
of one (1) year after the expiry or termination of their employment for whatever reason, do or
permit, the doing of, inter alia, the following without the prior written consent of the Board:
(a) directly or indirectly carry on, or engage in, or be interested in any capacity, or concerned
with, the conduct of any other business in competition with any business carried on or
proposed to be carried on by our Group; and/or
(b) solicit any customer or any person who is or has been during the preceding one (1) year of
their engagement, a customer of our Group for the purpose of offering to that person goods
and services similar to or competing with those of the business conducted by our Group.
Had the Service Agreements for the Executives been effective on 1 January 2012, the total
remuneration payable to the Executives for FY2012 would have been approximately S$1.6 million
instead of S$0.6 million and the loss after taxation would have been approximately S$2.0 million
instead of S$1.2 million.
Our Group has previously entered into various contracts for the services of certain of our
Executive Officers. Such contracts typically provide for the remuneration payable to them, their
working hours, annual leave and grounds of termination.
Save as disclosed above, there are no other existing or proposed service agreements between
our Company or our subsidiaries and any of our Directors. There are no existing or proposed
service agreements entered into or to be entered into by our Directors with our Company or any
of our subsidiaries which provide for benefits upon termination of employment without cause.
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES
181
Audit Committee
The members of our Audit Committee are Mr Muhammad Sameer Yousuf Khan, Mr Sin Boon Ann
and Mr Abderahmane Fodil, and the Chairman of our Audit Committee is Mr Muhammad Sameer
Yousuf Khan. Our audit committee will assist our Board in discharging its responsibility to
safeguard our assets, maintain adequate accounting records, and develop and maintain effective
systems of internal control, with the overall objective of ensuring that our management creates
and maintains an effective control environment in our Group.
Our Audit Committee will, inter alia, carry out the following responsibilities:
(a) assist our Board in the discharge of its responsibilities on financial reporting matters;
(b) review, with the internal and external auditors, the audit plans, scope of work, their evaluation
of the system of internal accounting controls, their management letter and our managements
response, and results of our audits compiled by our internal and external auditors;
(c) review the half-yearly and annual financial statements and results announcements before
submission to our Board for approval, focusing in particular, on changes in accounting
policies and practices, major risk areas, significant adjustments resulting from the audit, the
going concern statement, compliance with financial reporting standards as well as
compliance with the Rules of Catalist and any other statutory/regulatory requirements;
(d) review the effectiveness and adequacy of our internal control and procedures, including
accounting and financial controls and procedures and ensure co-ordination between our
internal and external auditors, and our management, reviewing the assistance given by our
management to the auditors, and discuss problems and concerns, if any, arising from the
interim and final audits, and any matters which the auditors may wish to discuss (in the
absence of our management where necessary);
(e) review the scope and results of the external audit, and the independence and objectivity of
the external auditors;
(f) review and discuss with the external auditors any suspected fraud or irregularity, or
suspected infringement of any relevant laws, rules or regulations, which has or is likely to
have a material impact on our Groups operating results or financial position, and our
managements response;
(g) make recommendations to the Board on the proposals to the Shareholders on the
appointment, re-appointment and removal of the external auditors, and approving the
remuneration and terms of engagement of the external auditors;
(h) review significant financial reporting issues and judgments with the Chief Financial Officer
and the external auditors so as to ensure the integrity of the financial statements of our
Group and any formal announcements relating to our Groups financial performance before
their submission to our Board of Directors;
(i) to review and report to the Board at least annually the adequacy and effectiveness of our
Groups material internal controls with the financial controller and the internal and external
auditors, including financial, operation, compliance and information technology controls via
reviews carried out by the internal auditors;
CORPORATE GOVERNANCE
182
(j) review and approve transactions falling within the scope of Chapter 9 and Chapter 10 of the
Rules of Catalist (if any);
(k) review any potential conflicts of interest;
(l) review and approve all hedging policies and instruments (if any) to be implemented by our
Group;
(m) undertake such other reviews and projects as may be requested by our Board and report to
our Board its findings from time to time on matters arising and requiring the attention of our
Audit Committee;
(n) review and establish procedures for receipt, retention and treatment of complaints received
by our Group, inter alia, criminal offences involving our Group or its employees, questionable
accounting, auditing, business, safety or other matters that impact negatively on our Group;
and
(o) generally to undertake such other functions and duties as may be required by statue or the
Rules of Catalist, and by such amendments made thereto from time to time.
Further to the duties listed above, our Audit Committee shall commission an annual internal
controls audit until such time that it is satisfied that the internal controls of our Group are
sufficiently robust and effective in mitigating any key internal control weaknesses our Group may
have. Prior to decommissioning such annual internal controls audit, our Board shall report to the
Sponsor and the SGX-ST, the basis for deciding to decommission the annual internal controls
audit and the measures taken to rectify our key weaknesses and/or strengthen our internal
controls. Thereafter, our Audit Committee shall commission such audits as and when it deems fit
for the purposes of satisfying itself that our Groups internal controls have remained robust and
effective. Upon the completion of an internal control audit, our Board shall make the appropriate
disclosures via SGXNET of any material or price-sensitive weaknesses in our Groups internal
controls, and also announce any follow-up actions to be taken by our Board.
Our Audit Committee shall also commission and review the findings of internal investigations into
matters where there is any suspected fraud or irregularity, or failure of internal controls or
infringement of any Singapore law, rules or regulations which has or is likely to have a material
impact on our Groups operating results and/or financial position. Each member of our Audit
Committee shall abstain from reviewing any particular transaction or voting on such resolution in
respect of which he is or may be interested in.
In preparation for our Listing, our Audit Committee has held discussions with our Chief Financial
Officer together with our Independent Auditors and Reporting Accountants in relation to our
internal controls. During the course of discussions, our Audit Committee was briefed on our
Groups current internal control procedures, with emphasis on our Groups internal controls of
cash and bank balances and procedures on the reconciliation and confirmation of bank balances.
Our Board of Directors has also noted that no material internal control weaknesses have been
raised by our Independent Auditors and Reporting Accountants in the course of their audit of the
financial statements of our Group for the most recent financial year ended 31 December 2012.
CORPORATE GOVERNANCE
183
Following our Listing on Catalist, our Audit Committee will continually review the effectiveness of
the internal control procedures within the Group and, if necessary, outsource the Groups internal
audit function to ensure the adequacy and sufficiency of internal controls procedures within the
Group.
Based on the foregoing, our Board of Directors, after making all reasonable enquiries and to the
best of its knowledge and belief, with the concurrence of our Audit Committee, is of the opinion
that the internal controls of our Group are adequate to address the financial, operational and
compliance risks.
Our Audit Committee and the Sponsor have (a) conducted an interview with Mr ke Knutsson, our
Chief Financial Officer; (b) considered his qualifications and past working experience, which is set
out in the section entitled Management and Corporate Governance Executive Officers of this
Offer Document; and (c) not received negative feedback from our Independent Auditors and
Reporting Accountants. As such, our Audit Committee and the Sponsor are of the view that Mr
Knutsson is suitable for the position of Chief Financial Officer of our Group.
Our Audit Committee has made all reasonable enquiries and to the best of their knowledge and
belief, nothing has come to the attention of the members of our Audit Committee to cause them
to believe that Mr Knutsson does not have the competence, character and integrity expected of
a Chief Financial Officer of a listed issuer.
Nominating Committee
Our Nominating Committee comprises Dr Karl Lidgren, Mr Muhammad Sameer Yousuf Khan and
Mr Sin Boon Ann. The Chairman of our Nominating Committee is Mr Sin Boon Ann. Our
Nominating Committee will:
(a) recommend to the Board on board appointments, including re-nominations of existing
directors for re-election in accordance with our Articles of Association, taking into account the
directors contribution and performance;
(b) review and approve any new employment of related persons and proposed terms of their
employment;
(c) determine on an annual basis whether or not a director of our Company is independent;
(d) in respect of a Director who has multiple board representations on various companies, if any,
to review and decide whether or not such Director is able to and has been adequately
carrying out his duties as Director, having regard to the competing time commitments that are
faced by the director when serving on multiple boards and discharging his duties towards
other principal commitments;
(e) decide whether or not a director of our Company is able to and has been adequately carrying
out his duties as a director; and
(f) develop a process for evaluation of the performance of our Board, its committees and our
Directors and propose objective performance criteria, as approved by the Board that allows
comparison with its industry peers, and address how the Board has enhanced long-term
shareholders value.
CORPORATE GOVERNANCE
184
Additionally, our Nominating Committee will decide how our Boards performance is to be
evaluated and, subject to the approval of our Board, propose objective performance criteria to
address how our Board has enhanced long-term shareholders value. Our Board will also
implement a process to be carried out by our Nominating Committee for assessing the
effectiveness of our Board as a whole and for assessing the contribution by each individual
Director to the effectiveness of our Board.
Each member of our Nominating Committee shall abstain from voting on resolutions in respect of
the assessment of his performance or re-nomination as director of our Company. In the event that
any member of our Nominating Committee has an interest in a matter being deliberated upon by
our Nominating Committee, he will abstain from participating in the review and approval process
relating to that matter.
Remuneration Committee
The members of our Remuneration Committee are Mr Bernt Eivind sthus, Mr Sin Boon Ann and
Mr Abderahmane Fodil. The Chairman of our Remuneration Committee is Mr Sin Boon Ann. Our
Remuneration Committee shall recommend to our Board a framework of remuneration for the
Directors and Executive Officers, as well as specific remuneration packages for each Executive
Director. The quantum of the bonus of our Executive Directors and CEO will be subject to the
approval of our Remuneration Committee. The bonus for our other Executive Officers will be
determined solely by our Executive Directors and CEO.
The recommendations of our Remuneration Committee shall be submitted for endorsement by our
entire Board. The scope of responsibilities of our Remuneration Committee encompasses all
aspects of remuneration, including but not limited to our Directors fees, salaries, allowances,
bonuses, options and benefits-in-kind. Our Remuneration Committee shall also review the
remuneration of senior management and employees related to our Directors, if any. Each member
of our Remuneration Committee shall abstain from voting on any resolutions in respect of his or
her remuneration package.
If necessary, our Remuneration Committee shall seek expert advice inside and/or outside our
Company on remuneration matters. Our Remuneration Committee shall ensure that existing
relationships, if any, between our Company and its appointed remuneration consultants will not
affect the independence and objectivity of the remuneration consultants.
Board Practices
Our Directors are to be appointed by our Shareholders at a general meeting and an election of
Directors is held annually. One third (or the number nearest to one third) of our Directors are
required to retire from office at least once every three years. However, a retiring Director is eligible
for re-election at the meeting at which he retires. Further details on the appointment and
retirement of Directors can be found in Appendix C Summary of Selected Articles of Association
of our Company of this Offer Document.
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On 24 June 2013, our Shareholders approved the Performance Share Plan (also known as the
Rex International Performance Share Plan).
Objectives of the Performance Share Plan
The Performance Share Plan was implemented with the objectives of promoting higher
performance goals and recognising the achievements of our employees. Our employees and
Non-executive Directors are eligible to participate in the Performance Share Plan
(Participants).
The Performance Share Plan contemplates the award of fully-paid Shares (Awards) to
participants after certain pre-determined benchmarks have been met. Although we may, where
appropriate, continue to distribute cash bonuses to our employees and Non-Executive Directors,
we believe that by granting our Shares through the Performance Share Plan to our employees and
Non-Executive Directors, our interests will be aligned and this will be more effective in motivating
employees of the Group to work towards pre-determined goals.
By providing Participants with an opportunity to participate in the equity of our Company, we aim
to motivate them towards better performance in the long-term coupled with loyalty to our Group.
The Performance Share Plan is formulated to reward and retain our employees who have provided
essential services that are vital to our success and the factors that determine the value of the
Award granted to a Participant will be, inter alia, based on individual performance including
performance targets met by the Participant and strategic contribution, to be determined by our
Remuneration Committee. The final Award is determined by the performance achievement over
the performance period.
As at the Latest Practicable Date, no Awards have been granted under the Performance Share
Plan.
Overview of the Performance Share Plan
The Performance Share Plan is designed to reward Participants through the issue of fully-paid
Shares according to the extent to which they complete certain time-based service conditions or
achieve their performance targets over set performance periods.
Awards granted under the Performance Share Plan may be time-based or performance-related,
and in each instance, shall vest only:
(a) where the Award is time-based, after the satisfactory completion of time-based service
conditions, that is, after the Participant has served our Group for a specified number of years
(such Awards being time-based Awards); or
(b) where the Award is performance-related, after the Participant achieves a pre-determined
performance target (such Awards being performance-related Awards).
A time-based Award may, for example, be granted as a supplement to the cash component of the
remuneration packages of senior Executive Officers that our Company seeks to attract and recruit.
A performance-related Award may be granted based on the successful completion of certain
targets or the achievement of certain quantifiable performance goals.
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Performance targets set are based on short to medium-term corporate objectives including market
competitiveness, quality of returns, business growth and productivity growth. These performance
targets include targets set based on criteria such as shareholders return, return on equity and
EPS. By working towards and achieving their own performance targets, Participants would also
indirectly be assisting us in attaining our objectives and strategic business goals.
No minimum vesting periods are prescribed under the Performance Share Plan for Awards, and
the length of the vesting period in respect of each Award will be determined on a case-by-case
basis by our Remuneration Committee.
We will announce the following information on SGXNET upon the grant of Awards:
(a) total number of Participants;
(b) total number of Shares granted; and
(c) range of number of Shares granted to each Participant.
Summary of the Performance Share Plan
The rules of the Performance Share Plan may be inspected by Shareholders at our registered
office for a period of six months from the date of registration of this Offer Document. The following
sets out a summary of the rules of the Performance Share Plan.
Participants
The Performance Share Plan allows for participation by employees of our Group and Non-
executive Directors (including Independent Directors) who have attained the age of 21 years and
above on or before the relevant date of grant of the Award, provided that none shall be an
undischarged bankrupt.
Controlling Shareholders and their associates are not eligible to participate under the
Performance Share Plan.
Management of the Performance Share Plan
The Performance Share Plan shall be managed by the Remuneration Committee (the
Administration Committee), which has the absolute discretion to determine which persons will
be eligible to participate in the Performance Share Plan. However, in compliance with the Rules
of Catalist, a Participant who is a member of the Administration Committee shall not be involved
in any deliberation or decision in respect of Awards (as the case may be) to be granted to or held
by that Participant.
Our Board is responsible for reviewing and approving remuneration packages of our key
executives (other than Executive Directors). Our Remuneration Committee will recommend to our
Board a framework of remuneration for our Directors and key executives and determine specific
remuneration packages for each Executive Director. Our Board and Remuneration Committee aim
to build a capable and committed management team and workforce for our Group, through
focused management and progressive policies and competitive remuneration packages which can
attract and retain a pool of talented executive officers to meet the current and future growth of our
Group. Our Board will be responsible for determining the terms of grant of Awards (and variation
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thereof) to Participants (other than our Directors) and the general administration of the
Performance Share Plan such as extension of the duration of the term of the Performance Share
Plan.
Size of the Performance Share Plan
The total number of (a) new Shares which may be issued pursuant to Awards granted on any date;
and (b) existing Shares which may be purchased from the market for delivery pursuant to Awards
granted under the Performance Share Plan, when added to the number of new Shares issued and
issuable in respect of all Awards granted under the Performance Share Plan and all awards
granted under any other share option, share incentive, performance share or restricted share plan
implemented by the Company and for the time being in force, shall not exceed 15% of the number
of issued Shares (including treasury shares, as defined in the Companies Act) on the day
preceding that date of grant of the relevant Awards.
In order to give our Company flexibility in structuring remuneration and compensation packages,
we believe that we should have a sufficient number of Shares to accommodate Awards issued
under the Performance Share Plan. Taking into consideration the size of the post-Invitation share
capital of our Company as well as the number of eligible Participants in the Performance Share
Plan, our Directors believe that such limit is necessary to accommodate the existing number of
participants to whomAwards may be granted under the Performance Share Plan annually over the
ten year period of the Performance Share Plan so as to create a meaningful compensation for
Participants contributions.
Awards Entitlement
Awards represent the right of a Participant to receive fully-paid Shares free of charge. Awards
granted under the Performance Share Plan may be time-based or performance-related as set out
above.
In respect of time-based Awards, a participant is entitled to receive fully-paid Shares free of
charge, upon the expiry of the prescribed vesting periods.
In the case of performance-related Awards, a participant is entitled to receive fully-paid Shares
free of charge subject to certain prescribed performance targets being met.
The vesting periods of Awards (whether time-based or performance-related) will be determined by
the Administration Committee and may not be subject to such time restrictions before vesting.
The selection of a Participant, the type of Award (whether time-based or performance-related), the
number of Award Shares to be granted to him, and the prescribed vesting period shall be
determined at the absolute discretion of the Administration Committee, which shall take into
account:
(a) in respect of a Participant being an employee of the Group, criteria such as his rank, job
performance, potential for future development and his contribution to the success and
development of our Group; and
(b) in respect of a Participant being a non-executive director, criteria such as his contribution to
the success and development of our Group.
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In addition, for performance-related Awards, the extent of effort required to achieve the
performance target(s) within the performance period shall be considered.
The Administration Committee shall decide, in relation to each Award (whether time-based or
performance related) to be granted to a Participant:
(a) the date on which the Award is to be granted;
(b) the number of Award Shares;
(c) the prescribed vesting period(s); and
(d) the extent to which Award Shares shall be released at the end of each prescribed Vesting
Period.
In the case of performance-related Awards, the Administration Committee shall also decide on:
(a) the prescribed performance target(s);
(b) the performance period during which the prescribed performance target(s) are to be
satisfied; and
(c) the extent to which Award Shares shall be released on the prescribed performance target(s)
being satisfied (whether fully or partially) or exceeded or not being satisfied, as the case may
be, at the end of the performance period.
Grant of Awards
Awards may be granted at any time during the period when the Performance Share Plan is in
force. An Award letter confirming the Award and specifying, amongst others, in relation to a
performance-related Award, the prescribed performance target(s) and the performance period
during which the prescribed performance target(s) are to be satisfied, will be sent to each
Participant as soon as is reasonably practicable after making an Award.
Vesting of Awards
Special provisions for the vesting and lapsing of Awards (some at the discretion of the
Administration Committee) under certain circumstances include:
(a) a Participant ceasing for any reason whatsoever, to be in the employment of a company in
our Group or in the event the company by which the Participant is employed ceases to be a
company in our Group;
(b) a Participant, being a non-executive director, ceasing to be a director of a company in our
Group, for any reason whatsoever;
(c) upon the bankruptcy of the Participant;
(d) death of a Participant;
(e) a Participant committing any breach of any of the terms of his Award;
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(f) misconduct on the part of a Participant as determined by the Administration Committee in its
discretion;
(g) a general offer being made of all or any part of our Shares;
(h) a scheme of arrangement or compromise between our Company and our Shareholders being
sanctioned by the Court under the Companies Act;
(i) an order for the compulsory winding-up of the Company being made; and/or
(j) a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of the
Company being made.
Upon the occurrence of any of the events specified in paragraphs (g) to (j) above, the
Administration Committee may consider, in its absolute discretion, whether or not to release any
Award. Should the Administration Committee decide to release an Award, then in determining the
number of Shares to be vested in respect of such Award, the Administration Committee will have
regard to the proportion of the vesting period(s) which has elapsed and the extent to which the
prescribed performance target(s) (if any) has been satisfied.
Upon the occurrence of any of the events specified in paragraphs (a) to (f) above, an Award then
held by a Participant shall, subject as provided in the rules of the Performance Share Plan and to
the extent not yet released, immediately become void and cease to have effect and the Participant
shall have no claim whatsoever against our Company.
We will be able to deliver Award Shares to participants upon the vesting of their Awards by way
of:
(a) an issue of new Shares; and/or
(b) the purchase of existing Shares on behalf of the Participants.
It is our intention that Award Shares will typically be delivered to Participants upon the vesting of
their Awards by way of an issue of new Shares. However, we anticipate that we may, in very limited
circumstances, purchase existing Shares on behalf of the Participants upon the vesting of their
Awards. These circumstances include situations when our Shares are undervalued or when it
otherwise makes economic sense to purchase existing Shares.
New Shares, when allotted and issued, and existing Shares, when transferred to Participants
upon the release of Awards shall be subject to all the provisions of the Memorandum and Articles
of Association of our Company and shall rank pari passu in all respects with the existing issued
Shares, save for any dividends, rights, allotments or distributions on the record date of which falls
on or before the relevant vesting date of the Shares which are the subject of the Awards. For such
purposes, record date means the date as at the close of business on which our Shareholders must
be registered in order to participate in any dividends, rights, allotments or other distributions.
Shares which are the subject of:
(a) a time-based Award shall, vest upon the expiry of each vesting period in relation to such
Award and our Company shall release to the relevant participant the Award Shares to which
his Award relates on the vesting date; and
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(b) a performance-related Award shall be vested with a participant on the vesting date, which
shall be a Market Day falling as soon as practicable after the review by the Administration
Committee of the performance target(s) prescribed in respect of such Award and determine
whether it has been satisfied and, if so, the extent to which it has been satisfied, and, on the
vesting date, the Administration Committee will procure the allotment or transfer to each
participant of the number of Award Shares so determined.
For the purposes of determining if performance target(s) in respect of performance-related Awards
have been achieved, the Administration Committee has the right to make computational
adjustments to the audited results of our Company or our Group, as the case may be, to take into
account such factors as the Administration Committee may determine to be relevant, including
changes in accounting methods, taxes and extraordinary events. The Administration Committee
also has the discretion to amend the performance target(s) if the Administration Committee
decides that a changed performance target would be a fairer measure of performance, or to waive
the performance target where the participant has achieved a level of performance that the
Administration Committee considers satisfactory notwithstanding that the performance target has
not been fulfilled.
Adjustments and Alterations under the Performance Share Plan
If a variation in the share capital of our Company (whether by way of a capitalisation of profits or
reserves, rights issue, reduction, subdivision, consolidation or distribution) shall take place, then:
(a) the class and/or number of Award Shares to the extent not yet vested; and/or
(b) the class and/or number of Shares over which future Awards may be granted under the
Performance Share Plan,
may, at the option of the Administration Committee, be adjusted in such manner as the
Administration Committee may determine to be appropriate. However, any adjustment shall be
made in such a way that a participant will not receive a benefit that a Shareholder does not
receive.
The issue of securities as consideration for an acquisition or a private placement of securities or
the cancellation of issued shares purchased or acquired by our Company by way of a market
purchase of such shares undertaken by our Company on the SGX-ST during the period when a
share purchase mandate granted by our Shareholders (including any renewal of such mandate)
is in force shall not normally be regarded as a circumstance requiring adjustment. Any
adjustments must be made in such a way that a Participant will not receive a benefit that a
Shareholder does not receive.
Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the
auditors.
Modifications to the Performance Share Plan
The Performance Share Plan may be modified and/or altered from time to time by a resolution of
our Board, subject to the prior approval of the SGX-ST and such other regulatory authorities as
may be necessary.
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However, no modification or alteration shall adversely affect the rights attached to Awards granted
prior to such modification or alteration except with the written consent of such number of
participants under the Performance Share Plan who, if their Awards were released to them, would
thereby become entitled to not less than 75.0% of the aggregate number of all our Shares which
would be issued upon exercise in full of all outstanding Awards under the Performance Share
Plan.
No alteration shall be made to certain rules of the Performance Share Plan to the advantage of
the holders of the Awards, as the case may be, except with the prior approval of our Shareholders
in general meeting.
Duration of the Performance Share Plan
The Performance Share Plan shall continue in operation at the discretion of the Administration
Committee for a maximum period of ten years commencing on the date on which the Performance
Share Plan was adopted by our Company in general meeting, provided that the Performance
Share Plan may continue beyond the above stipulated period with the approval of our
Shareholders by ordinary resolution in general meeting and of any relevant authorities which may
then be required.
The Performance Share Plan may be terminated at any time by the Administration Committee and
by resolution of our Company in general meeting, subject to all relevant approvals which may be
required being obtained. The termination of the Performance Share Plan shall not affect Awards
which have been granted in accordance with the Performance Share Plan.
Abstention from voting
Participants who are Shareholders are to abstain from voting on any Shareholders resolution
relating to the Performance Share Plan and any modification thereof. Participants may, however,
act as proxies of Shareholders in respect of the votes of such Shareholders in relation to any such
resolutions, provided that specific instructions have been given in the proxy forms on how the
votes are to be cast in respect of the resolution.
Participation of Non-Executive Directors
While the Performance Share Plan caters primarily to Executive Directors and employees of our
Group, it is recognised that there are other persons who make significant contributions to the
success and development of our Group through their close working relationships with the Group
even though they are not employed within our Group. Such persons include our Non-Executive
Directors of our Company and/or its subsidiaries, who may comprise individuals from different
disciplines with varying working experience and backgrounds that we may tap on for assistance
in furthering our business interests.
The inclusion of such Non-Executive Directors as Participants will grant us the flexibility of
compensating them for their services in the form of cash and Awards. As it may not always be
possible to compensate such persons fully or appropriately solely by way of directors fees, the
Performance Share Plan enable us to recognise the special assistance and contribution of such
persons.
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Our Remuneration Committee has full discretion in the determination of the Awards granted to
such Non-Executive Directors. However, our Remuneration Committee notes that the
contributions of Non-Executive Directors cannot be measured in the same way as full-time
employees of our Group because of the different nature of their contributions and services. As
such, the Remuneration Committee will propose a performance framework comprising mainly
non-financial performance measurement criteria such as the extent of involvement and
responsibilities shouldered by the relevant Non-Executive Director. In addition, the Remuneration
Committee will also consider the scope of the advice given, the number of contacts and the size
of the deals which we are able to procure from the contacts and recommendations of that
Non-Executive Director. The Awards that will eventually be granted to such Non-Executive
Directors will also be dependent on, inter alia, (i) the financial condition of the Company and the
Group as a whole; (ii) prevailing market conditions; and (iii) the overall remuneration package of
the relevant Non-Executive Director. The Remuneration Committee may also decide not to grant
any Award to a Non-Executive Director at all.
In order to minimise potential conflicts of interests and not to compromise the independence of our
Non-Executive Directors, we do not intend to grant Awards of significant sizes to these
Non-Executive Directors. In the event that any Awards are granted to Independent Directors, the
quantum of such Awards will not be of such significance as will affect or compromise the
independence of such Independent Directors. The Non-Executive Directors will continue to be
remunerated for their services primarily by way of directors fees.
Financial Effects of the Performance Share Plan
The accounting rules in the Singapore Financial Reporting Standards are effective for financial
periods beginning on or after 1 January 2005. It requires the fair value of employee services
received in exchange for the grant of our Shares to be recognised as an expense. For
equity-settled share-based payment transactions, the total amount to be expensed in the income
statement over the vesting period is determined by reference to the fair value of the each Share
granted at the grant date and the number of Shares vested by the vesting date, with a
corresponding increase in equity.
Before the end of the vesting period, at each balance sheet date, the entity revises its estimates
of the number of Shares that are expected to vest by the vesting date and recognises the impact
of this revision in the income statement with a corresponding adjustment to equity. After the
vesting date, no adjustment to the income statement would be made.
When new Shares are issued to participants, the share capital will increase. If existing Shares are
purchased, as opposed to new Shares issued for delivery to participants, the Performance Share
Plan will have no impact on our Companys share capital.
The consolidated NTA will be decreased by the amount of expenses charged to the income
statement if existing Shares are purchased. If new Shares are issued, there would be no effect on
the consolidated NTA due to the offsetting effect of expenses recognised and increased share
capital.
During the vesting period, the consolidated EPS would be reduced by both the expense
recognised and the potential ordinary Shares to be issued under the Performance Share Plan.
NTA per Share would be diluted as a result of the reduced NTA if existing Shares are purchased
or the increased share capital if new Shares are issued.
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Our Shareholders adopted the Share Option Scheme (also known as the Rex International
Employee Share Option Scheme) on 24 June 2013.
Objectives of the Share Option Scheme
The Share Option Scheme is an incentive plan that will provide employees with the opportunity to
share in the well-being and prosperity our Group. It is aimed at retaining and rewarding valuable
and outstanding employees, and incentivising them to continue contributing to the long-term
growth and success of our Group. The Share Option Scheme will align interests of participants
and our Shareholders and aims to attract potential employees who have the relevant skills to
contribute to our Group and maximise our Shareholders value.
Pursuant to the Share Option Scheme, Options will be awarded to participants after certain targets
are met. As at the Latest Practicable Date, no Options have been granted under the Share Option
Scheme.
Summary of the Share Option Scheme
The rules of the Share Option Scheme are available for inspection at our Companys registered
office for a period of six months from the date of registration of this Offer Document. The following
is a summary of the rules of the Share Option Scheme.
Participants
In order to be eligible to participate, the employee must be an employee or Non-Executive Director
(including Independent Directors) who have attained the age of 21 years and above on or before
the relevant date of grant of the Option, provided that none shall be an undischarged bankrupt.
Controlling Shareholders and their associates are not eligible to participate under the Share
Option Scheme.
Administration of the Share Option Scheme
The Share Options Scheme shall be administered by the Share Options Committee. The Share
Options Committee has the absolute discretion to determine an employees eligibility to participate
in the Share Options Scheme. It also has the power to modify regulations, and determine any
dispute and uncertainty as to the Share Option Scheme, provided that it is not inconsistent with
the Share Option Scheme.
However, in compliance with the Catalist Rules, a participant who is also a member of the Share
Options Committee is precluded from being involved in decisions relating to the grant of Options
to him.
Size of the Share Option Scheme
The total number of new Shares over which the Share Options Committee may grant Options on
any date, when added to the number of new Shares issued and issuable in respect of (a) all
Options granted under the Scheme, and (b) all awards granted under any other share option,
share incentive, performance share or restricted share plan implemented by the Company and for
the time being in force, shall not exceed 15.0% of the number of all issued Shares (excluding
treasury shares, as defined the Companies Act) on the day preceding that date.
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194
This limit gives us the much-needed flexibility to decide upon the number of Option Shares to be
granted under the Share Option Scheme. As our Company grows, more new employees may have
to be employed. As a result, the pool of eligible participants will also increase. Hence, the number
of Options offered must correspondingly increase such that it is sufficient to serve as a meaningful
reward for contribution to our Group. The number of Option Shares to be granted to each
participant is decided upon by the Share Options Committee, in considering the employees
performance and contribution to our Group.
Options entitlements
The Share Options Committee has the discretion to decide on the number of Option Shares to be
granted to each participant. In so doing, the Share Options Committee shall base their decision
on objective criteria such as the rank and responsibilities of the participant, his performance,
years of service/appointment, his potential for future development, and the performance of our
Company.
Options, exercise period and exercise price
The exercise price of Options shall be determined at the discretion of the Share Options
Committee on the date on which the Options are granted. The exercise price may be set at:
(a) a price equal to the average of the last dealt prices for the Shares on the SGX-ST over the
five consecutive trading days immediately preceding the date that Option was granted, as
determined by the Share Options Committee by reference to the daily official list or any other
publication published by the SGX-ST, rounded to the nearest whole cent in the event of
fractional prices (the Market Price); or
(b) a price which is set at a discount to the Market Price, provided that:
(i) the maximum discount shall not exceed 20.0% of the Market Price (or such other
percentage or amount as may be determined by the Share Options Committee and
permitted by the SGX-ST); and
(ii) the Shareholders in general meeting shall have authorised, in a separate resolution, the
making of offers and grants of Options under the Scheme at a discount not exceeding
the maximum discount as aforesaid.
Pursuant to the Catalist Rules, Options granted at a discount may be exercised two years from the
date the Option was granted; while Options granted at Market Price may be exercised one year
from the date of grant. In both cases, Options will expire ten years from the date of grant.
Grant of Options
The Share Options Committee may grant Options at any time, so long as the Share Option
Scheme is still in force.
However, where an announcement on any matter of an exceptional nature involving unpublished
price sensitive information is made, Options may only be granted on or after the second Market
Day from the date on which such announcement is released.
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195
Termination of Options
Options may lapse or be exercised earlier in circumstances such as the termination of the
participants employment, misconduct on the part of the participant, bankruptcy of the participant,
death of the participant, a take-over of our Company, or the winding-up of our Company.
Acceptance of Options
The acceptance of a grant of an Option shall be done within 30 days from the date the Option was
granted. The acceptance of an Option shall be accompanied by payment of S$1.00 to our
Company, a signed Acceptance Form, and shall not be later than 5.00 p.m. on the thirtieth day
from such date.
The Option shall automatically lapse upon the expiration of the 30-day period.
Rights of Shares arising from the exercise of Options
Shares which are allotted on the exercise of an Option shall be subject to our Companys
Memorandum and Articles of Association and shall rank in full for all entitlements, including
dividends or other distributions declared or recommended in respect of the then existing Shares,
the Record Date for which is on or after the relevant date upon which such exercise occurred, and
shall in all other respects rank pari passu with other existing Shares then in issue.
Duration of the Share Option Scheme
The Share Option Scheme shall be in force for a maximum of 10 years from the date on which the
Share Option Scheme was adopted by our Company. Upon obtaining the approval of the
Shareholders by ordinary resolution in general meeting and of any relevant authorities which may
be required, the Share Option Scheme may continue beyond 10 years from the date it was
adopted.
Abstention from voting
Participants who are Shareholders are precluded from voting on any Shareholders resolution
relating to the Share Option Scheme.
Modifications to the Share Option Scheme
The Share Options Committee shall not make modifications or alterations that adversely alter the
rights attached to the Option prior to such modification or alteration. This is except if the consent
of such number of participants who, if they exercised their Options in full, would thereby become
entitled to not less than 75.0% of the number of all the Shares which would fall to be allotted upon
exercise in full of all outstanding Options, has been obtained.
Unless the prior approval of the Shareholders in general meeting has been obtained, no
modifications or alterations which would be to the advantage of participants shall be made.
The Share Options Committee shall obtain the prior approval of the SGX-ST and such other
regulatory authorities as may be necessary before modifying or altering any provisions of the
Share Options Scheme.
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196
Notwithstanding the aforementioned, the Share Options Committee may, by a resolution, amend
or alter the Share Option Scheme in any way as necessary to cause the Share Option Scheme to
comply with the Listing Manual and the requirements of any other regulatory authorities as may
be necessary.
Grant of Incentive Options at a discount
The Share Option Scheme envisages offering incentive Options to participants with exercise
prices set at a discount to the prevailing market prices of our Shares (Incentive Options) to
operate as a means to recognise the performance of participants. This would motivate participants
to continue to excel while encouraging them to focus on improving the profitability and return of
our Group, which will benefit all Shareholders when these are reflected through share price
appreciation. Incentive Options would be perceived in a more positive light by the participants,
inspiring them to work hard and produce results in order to be offered Incentive Options, as only
employees who have made outstanding contributions to the success and development of our
Group would be granted Incentive Options.
The flexibility to grant Options with discounted prices is also intended to cater to situations where
the stock market performance has overrun the general market conditions. In such events, the
Share Options Committee will have absolute discretion to:
(a) grant Options set at a discount to Market Price of a Share (subject to a maximum limit of
20%); and
(b) determine the participants to whom, and the Options to which, such reduction in exercise
prices will apply.
In determining whether to give a discount and the quantum of the discount, the Share Options
Committee shall be at liberty to consider factors including the performance of our Company, our
Group, the performance of the participant concerned, the contribution of the participant to the
success and development of our Group and the prevailing market conditions. The Share Options
Committee will determine on a case-by-case basis whether a discount will be given, and if so, the
quantum of the discount, taking into account the objective that is desired to be achieved by our
Company and the prevailing market conditions. As the actual discount given will depend on the
relevant circumstances, the extent of the discount may vary, and from time to time, subject to a
maximum discount of 20% of the Market Price of a Share. The discretion to grant Incentive
Options will, however, be used judiciously.
It is envisaged that our Company may consider granting the Incentive Options under
circumstances including (but not limited to) the following:
(a) where, due to speculative forces in the stock market resulting in an overrun of the market,
the market price of our Shares at the time of the grant of Incentive Options is not a true
reflection of the financial performance of our Company;
(b) to enable our Company to offer competitive remuneration packages in the event that the
practice of granting Incentive Options become more significant components of executive
remuneration packages, a discretion to grant Incentive Options will provide our Company
with a means to maintain the competitiveness of our Group compensation strategy; and/or
REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME
197
(c) where our Group needs to provide more compelling motivation for specific business units to
improve their performance, grants of Incentive Options will help to align the interests of
employees with those of our Shareholders by encouraging them to focus more on improving
the profitability and return of our Group above a certain level which will benefit all
Shareholders when these are eventually reflected through share price appreciation. As such,
Incentive Options would be perceived more positively by the employees who receive such
Incentive Options.
Such flexibility in determining the quantum of discount would enable the Share Options Committee
to tailor the incentives in the grant of Incentive Options to be commensurate with the performance
and contribution of each individual participant. By individually recognising the degree of
performance and contribution of each participant, the granting of Incentive Options at a
commensurate discount would enable the Share Options Committee to provide incentives for
better performance, greater dedication and loyalty of the participants.
Our Company may also grant Market Price Options without a discount to the market price of our
Companys shares. Additionally, our Company may, if it deems fit, impose conditions on the
exercise of the Options (whether such Options are granted at the market price or at a discount to
the market price), such as restricting the number of Shares for which the Option may be exercised
during the initial years following its vesting.
Participation of Non-Executive Directors
Our Non-Executive Directors are not involved in the day-to-day running of our operations, but we
recognise that they play an invaluable role in furthering the business interests of our Group by
contributing their experience and expertise. Participation by Non-Executive Directors in the Share
Option Scheme will provide us with a further avenue to acknowledge and recognise their services
and contributions as it may not always be possible to compensate them fully or appropriately by
increasing directors fees, or through other forms of cash payment. Our Non-executive Directors
may bring strategic or other value to our Company which may be difficult to quantify in monetary
terms. Granting Options to Non-executive Directors will allow us to attract and retain experienced
and qualified persons from different professional backgrounds to join our Company as Non-
Executive Directors, and to motivate our existing Independent Directors to take extra efforts to
promote the interests of our Company and/or our Group.
The factors that will be considered in deciding whether to grant Options to Non-Executive
Directors include the services and contributions made to the growth, development and success of
our Group and the years of service of a particular Non-Executive Director. The Share Options
Committee may also, where it considers relevant, take into account other factors such as the
economic conditions and our Companys performance. In order to minimise any potential conflict
of interests and not to compromise the independence of the Non-Executive Directors, our
Company intends to grant only a nominal number of Options granted under the Share Option
Scheme to such Non-Executive Directors. In the event that any conflict of interests may arise in
any matter to be decided by the Board, our Company shall procure that the relevant Independent
Directors abstain from voting on such matter at the Board meeting.
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198
Financial Effects of the Share Option Scheme
Any Options granted under the Share Option Scheme would have a fair value. In the event that
such Options are granted at prices below the fair value of the Options, there will be a cost to our
Company. Such costs may be more significant in the case of Incentive Options, where Options
granted have exercise prices set at a discount to the prevailing market price of our Shares. The
cost to our Company of granting Options under the Share Option Scheme is:
(a) the exercise of an Option at the exercise price would translate into a reduction of the
proceeds from the exercise of such Option, as compared to the proceeds that our Company
would have received from such exercise had the exercise been made at the prevailing
market price of our Shares. Such reduction of the exercise proceeds would represent the
monetary cost to our Company;
(b) as the monetary cost of granting Options with a discounted exercise price is borne by our
Company, the earnings of our Company would effectively be reduced by an amount
corresponding to the reduced interest earnings that our Company would have received from
the difference in proceeds from exercise price with no discount versus the discounted
exercise price. Such reduction would, accordingly, result in the dilution of our Companys
earnings per Share; and
(c) the effect of the issue of new Shares upon the exercise of Options, is that our Companys net
tangible asset per Share will increase if the exercise price is above the net tangible asset per
Share and decrease, if the exercise price is below the net tangible asset per Share.
The costs as discussed above would only materialise upon the exercise of the relevant Options.
Share options have value because the option to buy a companys share for a fixed price during
an extended future time period is a valuable right, even if there are restrictions attached to such
an option. As our Company is required to account for share-based awards granted to our
employees, the cost of granting Options will affect our financial results as this cost to our Company
would be required to be charged to our Companys profit and loss account commencing from the
time Options are granted. Subject as aforesaid, as and when Options are exercised, the cash
inflow will add to the net tangible assets of our Company and its share capital base will grow.
Where Options are granted with subscription prices that are set at a discount to the market prices
for our Shares prevailing at the time of the grant of such Options, the amount of the cash inflow
to our Company on the exercise of such Options would be diminished by the quantum of the
discount given, as compared with the cash inflow that would have been receivable by our
Company had the Options been granted at the market price of our Shares prevailing at the time
of the grant.
The grant of Options will have an impact on our Companys reported profit under the accounting
rules in the Singapore Financial Reporting Standards which is effective for financial periods
beginning on or after 1 January 2013. It requires the recognition of an expense in respect of
Options granted. The expenses will be based on the fair value of the Options at the date of grant
(as determined by an option-pricing model) and will be recognised over the vesting period.
Details of the number of Options granted pursuant to the Share Option Scheme, the number of
Options exercised and the exercise price (as well as any applicable discounts) will be disclosed
in our annual report.
REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME
199
The following are summaries of our capital structure and the more important rights and privileges
of our Shareholders as conferred by the laws of Singapore and our Memorandum and Articles of
Association. These statements summarise material provisions of our Articles of Association but
are qualified in entirety by reference to our Articles of Association and the laws of the Singapore.
A copy of our Memorandum and Articles of Association will be available for inspection at our
offices during normal business hours for a period of six months from the date of the registration
of this Offer Document with the SGX-ST.
Shares
Our Articles provide that we may issue shares of a different class with preferential, deferred,
qualified or special rights, privileges or conditions as our Directors may think fit and may issue
preference shares which are, or at our option are, redeemable, subject to certain limitations. Our
Shares do not have a par value.
As at the date of this Offer Document, all the Shares have been issued and fully paid. All of our
shares are in registered form. We may, subject to the provisions of the Companies Act and the
listing rules of the SGX-ST, purchase our own Shares. However, we may not, except in
circumstances permitted by the Companies Act, grant any financial assistance for the acquisition
or proposed acquisition of our Shares.
Shareholders
Only persons who are registered on our register of shareholders and, in cases in which the person
so registered is CDP, the persons named as the depositors in the depository register maintained
by CDP for our Shares, are recognised as our Shareholders. We will not, except as required by
law, recognise any equitable, contingent, future or partial interest in any Share or other rights for
any Share other than the absolute right thereto of the registered holder of that Share or of the
person whose name is entered in the depository register for that share. We may close our register
of members for any time or times if we provide the Accounting and Corporate Regulatory Authority
of Singapore with at least 14 days notice and the SGX-ST at least 10 clear Market Days notice.
However, the register may not be closed for more than 30 days in aggregate in any calendar year.
We typically close the register to determine our shareholders entitlement to receive dividends and
other distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the
listing rules or the rules or by-laws of the SGX-ST. Our Directors may, in their discretion, decline
to register any transfer of Shares which are not fully paid or Shares on which we have a lien.
Shares may be transferred by a duly signed instrument of transfer in a form approved by the
SGX-ST. Our Directors may also decline to register any instrument of transfer unless, among other
things, it has been duly stamped and is presented for registration together with the share
certificate and such other evidence of title as they may require. We will replace lost or destroyed
certificates for shares if we are properly notified and the applicant pays a fee which will not exceed
S$2 and furnishes any evidence and indemnity that our Directors may require.
DESCRIPTION OF OUR SHARES
200
General Meetings of Shareholders
We are required to hold an annual general meeting every year. Our Directors may convene an
extraordinary general meeting whenever they think fit and must do so if our Shareholders
representing not less than 10.0% of the total voting rights of all our Shareholders, request in
writing that such a meeting be held. In addition, two or more of our Shareholders holding not less
than 10.0% of our issued share capital may call a meeting. Unless otherwise required by law or
by our Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote
of a simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example,
for the appointment of Directors. A special resolution, requiring the affirmative vote of at least
75.0% of the votes cast at the meeting, is necessary for certain matters under Singapore law,
including voluntary winding up, amendments to our Memorandum and Articles of Association, a
change of our corporate name and a reduction in our share capital or capital redemption reserve
fund. We must give at least 21 days notice in writing for every general meeting convened for the
purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days
notice in writing. The notice must be given to each of our shareholders who have supplied us with
an address in Singapore for the giving of notices and must set forth the place, the day and the hour
of the meeting and, in the case of special business, the general nature of that business.
Voting Rights
A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or
by proxy. A proxy does not need to be a Shareholder. A person who holds Shares through the
SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a
Shareholder if his name appears on the depository register maintained by CDP 48 hours before
the general meeting. Except as otherwise provided in our Articles, two or more Shareholders must
be present in person or by proxy to constitute a quorum at any general meeting. Under our
Articles, on a show of hands, every Shareholder present in person and by proxy shall have one
vote (provided that in the case of a Shareholder who is represented by two proxies, only one of
the two proxies as determined by that Shareholder or, failing such determination, by the Chairman
of the meeting in his sole discretion shall be entitled to vote on a show of hands), and on a poll,
every Shareholder present in person or by proxy shall have one vote for each Share which he
holds or represents. A poll may be demanded in certain circumstances, including by the Chairman
of the meeting or by any Shareholder present in person or by proxy and representing not less than
10.0% of the total voting rights of all Shareholders having the right to attend and vote at the
meeting or by not less than five members having the right to vote at the meeting. In the case of
a tie vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to
a casting vote.
Dividends
We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but
we may not pay dividends in excess of the amount recommended by our Board. We must pay all
dividends out of our profits. We may satisfy dividends by the issue of Shares to our shareholders.
Please refer to the section entitled Bonus and Rights Issue below. All dividends are paid pro-rata
amongst our shareholders in proportion to the amount paid-up on each shareholders shares,
unless the rights attaching to an issue of any Share provide otherwise. Unless otherwise directed,
dividends are paid by cheque or warrant sent through the post to each shareholder at his
registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend
payable to a shareholder whose name is entered in the depository register shall, to the extent of
payment made to CDP, discharge us from any liability to that shareholder in respect of that
payment.
DESCRIPTION OF OUR SHARES
201
Bonus and Rights Issue
Our Board may, with the approval of our Shareholders at a general meeting, capitalise any
reserves or profits (including profits or monies carried and standing to any reserve) and distribute
the same as bonus shares credited as paid-up to our Shareholders in proportion to their
shareholdings. Our Board may also issue rights to take up additional Shares to other
Shareholders in proportion to their shareholdings. Such rights are subject to any conditions
attached to such issue and the regulations of any stock exchange on which we are listed.
Takeovers
Under the Singapore Take-over Code issued by the Authority pursuant to Section 321 of the SFA,
any person acquiring an interest, either on his own or together with persons acting in concert with
him, in 30.0% or more of our voting shares must extend a takeover offer for the remaining voting
shares in accordance with the provisions of the Singapore Take-over Code. In addition, a
mandatory takeover offer is also required to be made if a person holding, either on his own or
together with persons acting or presumed to be acting in concert with him, between 30.0% and
50.0% of the voting shares acquires additional voting shares representing more than 1.0% of the
voting shares in any six-month period.
Liquidation or Other Return of Capital
If we are liquidated or in the event of any other return of capital, holders of our Shares will be
entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares.
Indemnity
As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board
and officers shall be entitled to be indemnified by us against any liability incurred in defending any
proceedings, whether civil or criminal, which relate to anything done or omitted to have been done
as an officer, director or employee and in which judgment is given in their favour or in which they
are acquitted or in connection with any application under any statute for relief from liability in
respect thereof in which relief is granted by the court. We may not indemnify our Directors and
officers against any liability which by law would otherwise attach to them in respect of any
negligence, default, breach of duty or breach of trust of which they may be guilty in relation to us.
Limitations on Rights to Hold or Vote Shares
Except as described in Voting Rights and Takeovers above, there are no limitations imposed
by Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote
ordinary Shares.
DESCRIPTION OF OUR SHARES
202
Minority Rights
The rights of minority shareholders of Singapore-incorporated companies are protected under
Section 216 of the Companies Act, which gives the Singapore courts a general power to make any
order, upon application by any of our shareholders, as they think fit to remedy any of the following
situations where:
(a) our affairs are being conducted or the powers of our Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one or more of our shareholders;
or
(b) we take an action, or threaten to take an action, or our Shareholders pass a resolution, or
propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial
to, one or more of our Shareholders, including the applicant.
Singapore courts have a wide discretion as to the relief they may grant and such relief is in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, the
Singapore courts may:
(a) direct or prohibit any act or cancel or vary any transaction or resolution;
(b) regulate the conduct of our affairs in the future;
(c) authorise civil proceedings to be brought in our name, or on our behalf, by a person or
persons and on such terms as the court may direct;
(d) provide for the purchase of a minority shareholders shares by our other shareholders or by
us and, in the case of a purchase of shares by us, a corresponding reduction of our share
capital;
(e) in the case of a purchase of shares by our Company, provide for a reduction accordingly of
our Companys capital; or
(f) provide that we be wound up.
Treasury Shares
Our Articles of Association expressly permits our Company to purchase or acquire shares or
stocks of our Company and to hold such shares or stocks (or any of them) as treasury shares in
accordance with requirements of Section 76 of the Companies Act. Our Company may make a
purchase or acquisition of our own shares (a) on a securities exchange if the purchase or
acquisition has been authorised in advance by our Company in general meeting; or (b) otherwise
than on a securities exchange if the purchase or acquisition is made in accordance with an equal
access scheme authorised in advance by our Company in general meeting. The aggregate
number of Shares held as treasury shares shall not at any time exceed 10.0% of the total number
of Shares of our Company at that time. Any excess shares shall be disposed or cancelled before
the end of a period of six months beginning with the day on which that contravention of limit
occurs, or such further period as the Registrar may allow. Where shares or stocks are held as
treasury shares by our Company through purchase or acquisition by our Company, our Company
shall be entered in the register as the member holding those shares or stocks.
DESCRIPTION OF OUR SHARES
203
Our Company shall not exercise any right in respect of the treasury shares and any purported
exercise of such a right is void. Such rights include any right to attend or vote at meetings and our
Company shall be treated as having no right to vote and the treasury shares shall be treated as
having no voting rights.
In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of
our Companys assets (including any distribution of assets to members on a winding up) may be
made, to our Company in respect of the treasury shares. However, this would not prevent an
allotment of shares as fully paid bonus shares in respect of the treasury shares or the subdivision
or consolidation of any treasury share into treasury share of a smaller amount, if the total value
of the treasury shares after the subdivision or consolidation is the same as the total value of the
treasury share before the subdivision or consolidation, as the case may be.
Where Shares are held as treasury shares, our Company may at any time (i) sell the Shares (or
any of them) for cash; (ii) transfer the Shares (or any of them) for the purposes of or pursuant to
an employees share scheme; (iii) transfer the Shares (or any of them) as consideration for the
acquisition of shares in or assets of another company or assets of a person; or (iv) cancel the
Shares (or any of them).
DESCRIPTION OF OUR SHARES
204
There are currently no exchange control restrictions on the repatriation of capital and the
remittance of profits into or out of the jurisdictions in which our Group operates in, or to our Group
in these jurisdictions.
The jurisdictions in which our Group operates in are British Virgin Islands, Isle of Man, Norway,
Singapore, Malaysia, the Sultanate of Oman, the UAE and the United States of America.
EXCHANGE CONTROLS
205
The following is a summary of certain tax matters arising under the current tax laws in Singapore
on the tax consequences in relation to the purchase, ownership and disposal of the Shares. The
summary is based on current tax laws in Singapore and is not intended to be and does not
constitute legal or tax advice.
While this summary is considered to be a correct interpretation of existing laws in force as at the
date of this Offer Document, no assurance can be given that the courts or fiscal authorities
responsible for the administration of such laws will agree with this interpretation or that changes
in such law, which may be retrospective, will not occur. The summary is limited to a general
description of certain tax consequences in Singapore with respect to ownership of the Shares by
the Shareholders, and does not purport to be a comprehensive or exhaustive description of all of
the tax considerations that may be relevant to a Shareholders decision with regard to the
Placement.
Shareholders should consult their own tax advisers concerning the application of Singapore tax
laws to their particular situations as well as any consequences of the purchase, ownership and
disposition of the Shares arising under the laws of any other tax jurisdictions. It is emphasized that
neither we, the Directors nor any other persons involved in this Placement accepts responsibility
for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of our
Shares.
Singapore Taxation
Taxation of the Company
The Company will be subject to Singapore income tax at the prevailing corporate income tax rate,
currently 17%, with partial tax exemption granted as follows:
75% of the first S$10,000 of normal chargeable income; and
50% of up to the next S$290,000 of normal chargeable income.
It was proposed in the 2013 Singapore Budget that a 30% corporate income tax rebate, capped
at S$30,000 per year of assessment (YA) will be granted to companies for three years from YA
2013 to YA 2015.
The Company is liable to Singapore income tax on:
income accrued in or derived from Singapore; and
unless such income is otherwise exempt from tax, income derived from outside Singapore
which is received in Singapore or deemed to have been received in Singapore by the
operation of law.
The Companys income may include dividends from Rex International Investments. Provided that
Rex International Investments is a Singapore tax resident company (a company is considered to
be tax resident in Singapore if the control and management of its business is exercised in
Singapore), dividends paid by Rex International Investments will be exempt from Singapore
income tax in the hands of the Company.
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206
Gains on disposal of shares in Rex International Investments
Singapore does not impose tax on capital gains. The determination of whether the gains from
disposal of shares in a company are income or capital in nature is based on a consideration of the
facts and circumstances of each case.
However, gains derived from the disposal of ordinary shares by companies during 1 June 2012 to
31 May 2017 (both dates inclusive) will be exempt from tax in Singapore (the Tax Certainty
Rules), if immediately prior to the date of disposal:
the divesting company legally and beneficially owns at least 20% in the company whose
ordinary shares are being disposed of; and
the divesting company maintains the minimum 20% ordinary shareholding for a minimum
period of at least 24 months prior to the day of disposal.
The Tax Certainty Rules does not apply to the disposal of shares in an unlisted investee company
that is in the business of trading or holding Singapore immovable properties (other than in the
business of property development) or disposal of shares where the gains or profits of which are
included as part of the income of a company referred to in Section 26 of the Income Tax Act (which
applies generally to insurers).
The Tax Certainty Rules may also be reviewed after the period of 1 June 2012 to 31 May 2017.
In the event that the Company disposes of its shares in Rex International Investments, any gains
derived by the Company therefrom should not be liable to Singapore income tax unless such gains
are considered income in nature. Generally, gains on disposal of shares are considered income
in nature if they arise from or are otherwise connected with the activities of a trade or business
carried on in Singapore, for example, if the shares are held by the Company as its trading assets.
Such gains, even if they do not arise from an activity in the ordinary course of trade or business,
may also be considered gains or profits of an income nature if the shares were acquired with the
intent or purpose of making a profit from their subsequent sale and not for long-term investment
purposes. However, if the gains qualify for the Tax Certainty Rules, they will not be subject to
Singapore income tax.
Taxation of Rex International Investments
Rex International Investments is liable to Singapore income tax on:
income accrued in or derived from Singapore; and
unless such income is otherwise exempt from tax, income derived from outside Singapore
which is received in Singapore or deemed to have been received in Singapore by the
operation of law.
Rex International Investments will be subject to Singapore income tax at the prevailing corporate
income tax rate, currently 17%, with partial tax exemption granted on the first S$300,000 of its
normal chargeable income.
TAXATION
207
Further, it was proposed in the 2013 Singapore Budget that a 30% corporate income tax rebate,
capped at S$30,000 per YA will be granted to companies for three years from YA 2013 to YA 2015.
Rex International Investments income may include dividends from its foreign subsidiaries. Such
dividend income received or deemed received in Singapore by Rex International Investments may
be subject to tax in Singapore unless they qualify for tax exemption upon satisfying the following
conditions:
in the year the dividend income is received in Singapore, the headline corporate tax rate of
the jurisdiction from which it is received is at least 15%;
the dividend has been subjected to tax in the jurisdiction from which it is received;
the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be
beneficial to Rex International Investments; and
Rex International Investments is a Singapore tax resident.
The foreign dividends should not be subject to Singapore income tax if they are not received or
deemed received in Singapore (for example, if such foreign dividends are kept in an offshore bank
account of Rex International Investments).
Gains on disposal of shares in Rex International Investments subsidiaries
Singapore does not impose tax on capital gains. Any gains derived by Rex International
Investments from the disposal of shares in its subsidiaries should not be liable to Singapore
income tax unless such gains are considered income in nature. Generally, gains on disposal of
shares are considered income in nature if they arise from or are otherwise connected with the
activities of a trade or business carried on in Singapore, for example, if the shares are held by Rex
International Investments as its trading assets. Such gains, even if they do not arise from an
activity in the ordinary course of trade or business, may also be considered gains or profits of an
income nature if the shares were acquired with the intent or purpose of making a profit from their
subsequent sale and not for long-term investment purposes. However, if the gains qualify for the
Tax Certainty Rules, they will not be subject to Singapore income tax.
Taxation of Shareholders
Under the one-tier corporate tax system, the tax paid by a Singapore resident company is a final
tax and the distributable profits of the company can be paid to shareholders as tax exempt
(one-tier) dividends.
Accordingly, dividends paid by the Company will be exempt from Singapore tax in the hands of
Shareholders, regardless of the tax residence status or the legal form of the Shareholders.
However, foreign Shareholders are advised to consult their own tax advisors to take into account
the tax laws of their respective countries of residence and the existence of any double taxation
agreement which their country of residence may have with Singapore.
TAXATION
208
Gains on disposal of Shares
Singapore currently does not impose tax on capital gains. Therefore, gains on disposal of the
Shares that are capital in nature will not be subject to Singapore income tax. However, gains on
disposal of the Shares may be considered income in nature and subject to Singapore income tax
if they arise from or are otherwise connected with the activities of a trade or business carried on
in Singapore, for example, if the Shares are held by the Shareholders as their trading assets. Such
gains, even if they do not arise from an activity in the ordinary course of trade or business, may
also be considered gains or profits of an income nature if the Shares were acquired with the intent
or purpose of making a profit from their subsequent sale and not for long-term investment
purposes.
As the precise tax status of one Shareholder will vary from another, Shareholders are advised to
consult their own professional advisers on the Singapore tax consequences that may apply to their
individual circumstances.
In addition, Shareholders who adopt the tax treatment to be aligned with the Singapore Financial
Reporting Standard 39 Financial Instruments Recognition and Measurement (FRS 39) may be
taxed on gains or losses (not being gains or losses in the nature of capital) even though no sale
or disposal of the Shares is made. Shareholders who may be subject to such tax treatment should
consult their own accounting and tax advisers regarding the Singapore income tax consequences
of their acquisition, holding and disposal of the Shares.
Stamp duty
There is no stamp duty payable on the subscription, allotment or holding of the Shares.
No stamp duty is payable upon any transfer of the Shares if no instrument of transfer is executed
(such as in the case of scripless shares).
Goods and Services Tax (GST)
The issue of the Shares is not subject to GST.
The sale of the Shares by a GST-registered investor belonging in Singapore for GST purposes
through an SGX-ST member or to another person belonging in Singapore for GST purposes is an
exempt supply not subject to GST. Any input GST (for example, GST on brokerage) incurred by
the GST-registered investor in making such an exempt supply is generally not recoverable from
the Singapore Comptroller of GST unless the investor satisfies the conditions prescribed under
the GST legislation or under certain GST concessions.
Where the Shares are sold by a GST-registered investor contractually to and for the direct benefit
of a person belonging outside Singapore (and who is outside Singapore at the time of supply), the
sale is a taxable supply subject to GST at 0%. Any input GST (for example, GST on brokerage)
incurred by him in the making of this zero-rate supply for the purpose of his business will, subject
to the provisions under the GST legislation, be recoverable as an input tax credit in his GST
returns.
TAXATION
209
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in
connection with purchase and disposition of the Shares.
Services such as brokerage and advisory services rendered by a GST-registered person to an
investor belonging in Singapore for GST purposes in connection with the investors purchase,
ownership or disposition of the Shares will be subject to GST at the standard rate of 7%. Similar
services rendered contractually to and for the direct benefit of an investor belonging outside
Singapore for GST purposes (and who is outside Singapore at the time of supply), will be subject
to GST at 0%.
Estate Duty
Singapore estate duty has been abolished with effect from 15 February 2008.
TAXATION
210
Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement
system of CDP, and all dealings in and transactions of our Shares through Catalist will be effected
in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as
amended, modified or supplemented from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on
behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts
with CDP. Persons named as direct Securities Account holders and Depository Agents in the
Depository Register maintained by CDP, rather than CDP itself, will be treated, under our Articles
of Association and the Companies Act, as members of our Company in respect of the number of
Shares credited to their respective Securities Accounts.
Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist,
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles of Association. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of
S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares
from the book entry settlement system and obtaining physical share certificates. In addition, a fee
of S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for
each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are
withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part
thereof of the last transacted price where it is withdrawn in the name of a third party. Persons
holding physical share certificates who wish to trade on Catalist must deposit with CDP their share
certificates together with the duly executed and stamped instruments of transfer in favour of CDP,
and have their respective Securities Accounts credited with the number of Shares deposited
before they can effect the desired trades. A fee of S$20.00 is payable upon the deposit of each
instrument of transfer with CDP. The above fees may be subject to such charges as may be in
accordance with CDPs prevailing policies or the current tax policies that may be in force in
Singapore from time to time.
Transactions in our Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities
Account being credited with the number of Shares acquired. No transfer of stamp duty is currently
payable for our Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.04% of the
transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument
of transfer deposit fee and share withdrawal fee may be subject to GST at the prevailing rate of
7% (or such other rate prevailing from time to time).
Dealing in our Shares will be carried out in Singapore Dollars and will be effected for settlement
on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally
takes place on the third (3rd) Market Day following the transaction date, and payment for the
securities is generally settled on the following business day. CDP holds securities on behalf of
investors in Securities Accounts. An investor may open a direct account with CDP or a
sub-account with a CDP Depository Agent. The CDP Depository Agent may be a member
company of the SGX-ST, bank, merchant bank or trust company.
CLEARANCE AND SETTLEMENT
211
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1. Save as disclosed below, none of our Directors, Executive Officers and Controlling
Shareholders:
(a) has, at any time during the last ten years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which
he was a partner at the time when he was a partner or at any time within two years from
the date he ceased to be a partner;
(b) has, at any time during the last ten years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a
director or an equivalent person or a key executive, at the time when he was a director
or an equivalent person or a key executive of that entity or at any time within two years
from the date he ceased to be a director or an equivalent person or a key executive of
that entity, for the winding up or dissolution of that entity or, where that entity is the
trustee of a business trust, that business trust, on the ground of insolvency;
(c) has any unsatisfied judgment against him;
(d) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any
criminal proceedings (including any pending criminal proceedings of which he is aware)
for such purpose;
(e) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach
of any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or has been the subject of any criminal proceedings (including
any pending criminal proceedings of which he is aware) for such breach;
(f) has, at any time during the last ten years, had judgment entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the
subject of any civil proceedings (including any pending civil proceedings of which he is
aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;
(g) has ever been convicted in Singapore or elsewhere of any offence in connection with
the formation or management of any entity or business trust;
(h) has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i) has ever been the subject of any order, judgment or ruling of any court, tribunal or
governmental body permanently or temporarily enjoining him from engaging in any type
of business practice or activity;
GENERAL AND STATUTORY INFORMATION
212
(j) has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of affairs of:
(i) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii) any entity (not being a corporation) which has been investigated for a breach of
any law or regulatory requirement governing such entities in Singapore or
elsewhere;
(iii) any business trust which has been investigated for a breach of any law or
regulatory requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law
or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k) has been the subject of any current or past investigation or disciplinary proceedings, or
has been reprimanded or issued any warning, by the Authority or any other regulatory
authority, exchange, professional body or governmental agency, whether in Singapore
or elsewhere.
Our Director, Dr Karl Lidgren, and Chief Executive Officer, Mr Mns Lidgren, brought civil
proceedings against the Swedish tax authority for wrongful assessment of tax payable. In
2009, the Swedish tax authority assessed Dr Karl Lidgren and Mr Mns Lidgren for taxes
which they allegedly did not declare being owners of a company which was registered in the
USA. The assessment relates to certain income received by Dr Karl Lidgren and gains on
disposal of shares allegedly made by Mr Mns Lidgren. At the relevant time, Dr Karl Lidgren
was no longer resident in Sweden for several years and Mr Mns Lidgren did not gain from
the disposal of his interest in the company registered in the USA. The Administrative Court
of First Instance in Sweden held on 29 November 2011, that Dr Karl Lidgren and Mr Mns
Lidgren were not liable to pay the taxes that the Swedish tax authority had claimed against
them. The Administrative Court of First Instance in Sweden also held the Swedish tax
authority to be liable for costs incurred by Dr Karl Lidgren and Mr Mns Lidgren in relation
to the proceedings for approximately S$120,000. Dr Karl Lidgren and Mr Mns Lidgren
believes the claims of the Swedish tax authority were frivolous and without merit. However,
the Swedish tax authority appealed the judgment, and the ruling from the Administrative
Court of Appeal is expected later this year. While Dr Karl Lidgren and Mr Mns Lidgren do
not expect the judgment of the Administrative Court of Appeal to differ from the Administrative
Court of First Instance, the maximum amount they are liable to each pay to the Swedish tax
authority under this appeal should the initial judgment be overturned, will not be more than
4 million Swedish Kroners (approximately S$750,000), together with a potential tax penalty
of up to 40% of the taxes owed.
In 2006, our Director, Mr Bernt Eivind sthus, was appointed to the board of directors of Has
Holding AS and Komstra AS, for the purposes of liquidation of these companies. As part of
the process of liquidation of companies in Norway, a legal adviser will be appointed to the
board of directors to oversee the liquidation process. Mr sthus was not otherwise involved
in these companies as a director or as an executive officer.
GENERAL AND STATUTORY INFORMATION
213
Mr Muhammad Sameer Yousuf Khan, our Independent Non-Executive Director, was
previously a non-executive director of Well Commercial Pte Ltd (Well Commerical), a
company involved in the wholesale of stationery and IT equipment, from 20 January 2011 to
29 April 2011. Pursuant to his position as a financial director and chief financial officer of
Drydocks World LLC, he was appointed as a nominee on the board of several subsidiaries
of Drydocks World LLC, including Well Commercial. Mr Khans last day of employment with
Drydocks World LLC was 16 February 2011, and accordingly, he tendered his resignation as
director from the various subsidiaries. However, the filings were only completed on 29 April
2011, which was his effective date of resignation. At the time of Mr Khans resignation from
Drydocks World LLC, Well Commercial was a dormant company with no operations. Mr Khan
understands that Well Commercial subsequently entered into creditors voluntary winding up
proceedings on 19 April 2013. To the best of his knowledge, Well Commercial only owned
one property that was subsequently disposed of, and Well Commercial was then later wound
up. As a representative and nominee of Drydocks World LLC, Mr Khan was not involved in
the day-to-day management of Well Commercial.
2. There is no shareholding qualification for Directors under our Articles of Association.
Save as disclosed on the sections entitled Restructuring Exercise and Interested Person
Transaction of this Offer Document, none of our Directors is interested, directly or indirectly,
in the promotion of, or any property or assets which have, within the two (2) years preceding
the date of this Offer Document, been acquired or disposed of by or leased to, our Company,
subsidiaries or associated companies.
3. Save for the Over-allotment Option, no person has been, or has the right to be, given an
option to subscribe for or purchase any Shares in or debentures of, our Company or any of
our subsidiaries or associated companies within the two (2) years preceding the date of this
Offer Document.
4. No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any
firm in which such Director or expert is a partner or any corporation in which such Director
or expert holds shares or debentures, in cash or shares or otherwise, by any person to
induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our
Company.
SHARE CAPITAL
5. As at the Latest Practicable Date, there is only one class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to our Shares are stated in our Articles of Association.
6. Save as disclosed below and in the section entitled Share Capital in this Offer Document,
there have been no changes in the share capital of our Company and our subsidiaries within
the three (3) years preceding the date of lodgement of this Offer Document.
GENERAL AND STATUTORY INFORMATION
214
Date of issue
Number of
shares/units
issued
Aggregate
issue price Purpose of issue
Resultant
issued share
capital
The Company 11 January 2013 1 S$1 Incorporation S$1
26 March 2013 638,999,999 S$638 Acquisition of
Rex International
Investments
S$639
26 April 2013 101,792,531 S$41,480,456.38 Investment in Fram S$41,481,095.38
Rex International
Investments
13 March 2013 1 S$1 Incorporation S$1
26 March 2013 49,999 S$49 Acquisition of
Rex International BVI
S$50
Lime Petroleum
Norway
14 August 2012 300 NOK 30,000 Incorporation NOK 30,000
21 December 2012 119,700 NOK 11,970,000 Working capital NOK 12,000,000
Lime Petroleum Plc 7 September 2011 2 US$0.001 Incorporation US$0.001
9 September 2011 199,999,998 US$100,000 Working capital US$100,000
12 October 2011 6,153,846 US$3,076.92 Working capital US$103,076.92
8 November 2011 6,605,128 US$3,302.56 Working capital US$106,379.48
13 April 2012 70,317,949 US$35,158.97 Working capital US$141,538.46
Lime Petroleum Ltd. 10 June 2011 100,000 US$100,000 Incorporation
(1)
Baqal 6 January 2012 1,000 US$1 Incorporation
(1)
Zubara 5 July 2012 100,000 US$100,000 Incorporation
(1)
Dahan 23 August 2010 9,000 US$9,000 Working capital
(1)
4 May 2011 90,000 US$90,000 Working capital
(1)
5 May 2011 69,492 US$69,492 Working capital
(1)
Rex US 24 September 2012 50,000 US$1 Incorporation
(1)
Rex International BVI 24 September 2012 50,000 US$1 Incorporation
(1)
Rex South East Asia 19 March 2013 10,000 US$1 Incorporation
(1)
Rexonic 4 June 2013 1,000 US$1 Incorporation
(1)
Rex US Operating 31 May 2013 1,000 US$10 Incorporation US$10
Note:
(1) There is no concept of an issued share capital under BVI law.
7. Save as disclosed in the sections entitled Share Capital and Restructuring Exercise of this
Offer Document, no shares in, or debentures of our Company or any of our subsidiaries have
been issued, or are proposed to be issued, as fully or partly paid for cash or for a
consideration other than cash, during the last three (3) years preceding the date of
lodgement of this Offer Document.
8. Save as disclosed under the section entitled Share Capital of this Offer Document, as at the
Latest Practicable Date, no person has been, or is entitled to be, given an option to subscribe
for any shares or debentures of our Company, our subsidiaries or our associated companies.
GENERAL AND STATUTORY INFORMATION
215
MEMORANDUM AND ARTICLES OF ASSOCIATION
9. Our Company is registered in Singapore with the Accounting and Corporate Regulatory
Authority with a registration number 201301242M.
10. A summary of our Articles of Association relating to, among others, Directors powers to vote
on contracts in which they are interested in, Directors remuneration, Directors borrowing
powers, Directors retirement, Directors share qualification, rights pertaining to shares,
convening of general meetings and alteration of capital are set out in Appendix C
Summary of Selected Articles of Association of our Company of this Offer Document.
MATERIAL CONTRACTS
11. The following contracts, not being a contract entered into in the ordinary course of business,
has been entered into by us within the two (2) years preceding the date of lodgement of this
Offer Document and are or may be material:
(a) the share subscription agreement dated 24 October 2011 entered into between Gulf
Hibiscus and Lime Petroleum Plc in relation to the subscription of 76,923,077 new
shares in the capital of Lime Petroleum Plc by Gulf Hibiscus, representing 27.2% of the
enlarged issued and paid-up share capital of Lime Petroleum Plc, for a cash
consideration of US$50 million;
(b) the RIH BVI Sale and Purchase Agreement;
(c) the RII Sale and Purchase Agreement;
(d) the Cornerstone Subscription Agreement;
(e) the Shareholders Agreements;
(f) each of the IP Licence Agreements;
(g) the Convertible Loan Agreements;
(h) the Fram Transaction Agreements; and
(i) the Cornerstone Subscription Agreement.
LITIGATION
12. As at the Latest Practicable Date, neither us nor any of our subsidiaries or associated
companies is engaged in any legal or arbitration proceedings, including those which are
pending or known to be contemplated, which may have, or which have had in the 12 months
immediately preceding the date of lodgement of the Offer Document, a material effect on the
financial position and/or profitability of our Group.
GENERAL AND STATUTORY INFORMATION
216
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
13. Pursuant to the Management Agreement dated [] 2013 entered into between our Company
and PPCF as the Manager and Sponsor, our Company appointed PPCF to manage and
sponsor the Listing subject to the terms and conditions of the Management Agreement.
PPCF will receive a management fee for services rendered in connection with the Listing.
14. Pursuant to the Placement Agreement dated [] 2013 entered into between our Company,
PPCF, UOB Kay Hian and DBS Vickers as the Co-Placement Agents, our Company
appointed PPCF, UOB Kay Hian and DBS Vickers as the Co-Placement Agents and PPCF,
UOB Kay Hian and DBS Vickers agreed to procure subscriptions for the Placement Shares
for a placement commission of 3.5% of the aggregate Issue Price for the total number of
Placement Shares successfully subscribed. The Co-Placement Agents shall be at liberty at
each of their own expense to appoint one or more sub-placement agents for the Placement
Shares.
15. Pursuant to the Underwriting Agreement dated [] 2013 entered into between our Company
and UOB Kay Hian as the Underwriter, our Company appointed UOB Kay Hian as the
Underwriter and UOB Kay Hian agreed to underwrite the Offer Shares for a commission of
3.5% of the aggregate Issue Price for the total number of Offer Shares underwritten. The
Underwriter shall be at liberty at its own expense to appoint one or more sub-underwriters for
the Offer Shares.
16. Subscribers of the Placement Shares may be required to pay brokerage or other similar fees
of 1.0% of the Issue Price (and the prevailing GST thereon, if applicable) to the
Co-Placement Agents and Underwriter or any sub-placement agent or sub-underwriting
agent that may be appointed by each of the Co-Placement Agents and the Underwriter.
17. Subject to the consent of the SGX-ST being obtained, the Management Agreement may be
terminated by PPCF at any time before the close of the Application List on the occurrence of
certain events including, but not limited to, the following:
(a) PPCF becomes aware of any material breach by our Company and/or its agent(s) of any
warranties, representations, covenants or undertakings given by our Company to PPCF
in the Management Agreement;
(b) there shall have been, since the date of the Management Agreement, any change or
prospective change in or any introduction or prospective introduction of any legislation,
regulation, policy, directive, guideline, rule or byelaw by any relevant government or
regulatory body, whether or not having the force of law, or any other occurrence of
similar nature that would materially change the scope of work, responsibility or liability
required of PPCF; or
(c) in the case of a conflict of interest for PPCF, or any dispute, conflict or disagreement
with our Company, or our Company willfully fails to comply with any advice from or
recommendation of PPCF.
GENERAL AND STATUTORY INFORMATION
217
18. The Placement Agreement and Underwriting Agreement and the obligations of the Co-
Placement Agents and Underwriter under the Placement Agreement and Underwriting
Agreement are conditional upon, amongst others, the following:
(a) the Offer Document having been registered by the SGX-ST, acting as agent on behalf
of the Authority by the registration date of the Offer Document in accordance with the
Rules of Catalist;
(b) the registration notice being issued or granted by the SGX-ST, acting as agent on behalf
of the Authority and such registration notice not being revoked or withdrawn on or prior
to the date of the closing of the Application List for the Invitation Shares under Invitation
(Closing Date);
(c) the compliance by our Company to the satisfaction of the SGX-ST with all the conditions
imposed by the SGX-ST in granting the registration notice (if any), where such
conditions are required to be complied with by the Closing Date;
(d) the SGX-ST not having withdrawn or changed the terms and conditions of its listing and
quotation notice for the Listing and our Company having complied with any conditions
contained therein required to be complied with prior to the Listing;
(e) such approvals as may be required for the transactions described in the Placement
Agreement and Underwriting Agreement and in the Offer Document in relation to the
Listing and the Invitation being obtained, and not withdrawn or amended, on or before
the date on which our Company is admitted to Catalist (or such other date as our
Company and the Co-Placement Agents and Underwriter may agree in writing);
(f) there having been, in the reasonable option of the Co-Placement Agents and
Underwriter, no material adverse change or any development likely to result in a
material adverse change in the financial or other condition of our Group between the
date of the Placement Agreement and Underwriting Agreement and the Closing Date
nor the occurrence of any event nor the discovery of any fact rendering untrue or
incorrect in any respect, as at the Closing Date, any of the warranties or representations
contained in the Placement Agreement and Underwriting Agreement nor any breach by
our Company of any of their obligations thereunder;
(g) the compliance by our Company with all applicable laws and regulations concerning the
Listing, the Listing and the transactions contemplated in the Placement Agreement,
Underwriting Agreement and the Offer Document and no new laws, regulations and
directives having been promulgated, published and/or issued and/or having taken effect
or any other similar matter having occurred which, in the reasonable opinion of the
Co-Placement Agents and Underwriter, has or may have an adverse effect on the
Invitation and the Listing;
(h) the delivery by our Company to the Placement Agent and Underwriter on the Closing
Date of a certificate, in the form set out in the Placement Agreement and Underwriting
Agreement, signed by a Director for and on behalf of our Company respectively;
(i) the delivery to the Placement Agent and Underwriter of copies of the legal due diligence
reports prepared by the legal advisers in relation to the Listing and the Placement Agent
and Underwrtier being satisfied with the results, findings, advice, opinions and/or
conclusions set out in such report;
GENERAL AND STATUTORY INFORMATION
218
(j) the letters of undertaking referred to in the section Shareholders Moratorium of this
Offer Document being executed and delivered to the Manager, Sponsor, Co-Placement
Agents and Underwriter before the date of registration of the Offer Document; and
(k) the Management Agreement not being terminated or rescinded pursuant to the
provisions of the Management Agreement.
19. In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has
a material relationship with our Company, save as disclosed below:
(a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a
Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in
relation to the Listing;
(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from
the date our Company is admitted and listed on Catalist; and
(c) pursuant to the Management Agreement and as part of PPCFs fees as the Manager
and Sponsor, our Company issued and allotted [] PPCF Shares at the Issue Price to
PPCF representing []% of the issued and paid-up share capital of our Company
immediately prior to the Invitation. After completion of the relevant moratorium period as
set out in the section entitled Shareholders Moratorium of this Offer Document,
PPCF will dispose its shareholding interest in our Company at its discretion.
INTERESTS OF EXPERTS
20. No expert (a) is employed on a contingent basis by our Company or its subsidiaries; or (b)
has a material interest, whether direct or indirect, in our Shares or the shares of our
subsidiaries; or (c) has a material economic interest, whether direct or indirect, in our
Company, including an interest in the success of the Invitation.
MISCELLANEOUS
21. There has been no previous issue of shares by us or offer for sale of our shares to the public
within the two years preceding the date of this Offer Document.
22. There has not been any public take-over offer by a third party in respect of our shares or by
us in respect of shares of another corporation or units of a business trust which has occurred
between the beginning of the most recent completed financial year and the Latest
Practicable Date.
23. Save as disclosed in this Offer Document, no amount of cash or securities or benefit has
been paid or given to any promoter within the two years preceding the Latest Practicable
Date or is proposed or intended to be paid or given to any promoter at any time.
24. Save as disclosed in the section entitled General and Statutory Information Management,
Underwriting and Placement Arrangements of this Offer Document, no commission,
discount or brokerage has been paid or other special terms granted within the two years
preceding the Latest Practicable Date or is payable to any Director, promoter, expert,
proposed director or any other person for subscribing or agreeing to subscribe or procuring
or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any
of our subsidiaries.
GENERAL AND STATUTORY INFORMATION
219
25. Application monies received by us in respect of successful applications (including successful
applications which are subsequently rejected) will be placed in a separate non-interest
bearing account with the Receiving Bank. In the ordinary course of business, the Receiving
Bank will deploy these monies in the inter-bank money market. All profits derived from the
deployment of such monies will accrue to the Receiving Bank. Any refund of all or part of the
application monies to unsuccessful or partially successful applicants will be made without
any interest or any share of revenue or any other benefit arising therefrom.
26. Save as disclosed in this Offer Document, our Directors are not aware of any relevant
material information including trading factors or risks which are unlikely to be known or
anticipated by the general public and which could materially affect our profits and the profits
of our subsidiaries.
27. Save as disclosed in this Offer Document, our financial condition and operations are not
likely to be affected by any of the following:
(a) known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our liquidity increasing or decreasing in any material way;
(b) material commitments for capital expenditure;
(c) unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from operations; and
(d) known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on revenues or operating income.
28. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2012 to the Latest Practicable Date which may have a material
effect on the financial position and/or results of our Group or on the financial information
provided in this Offer Document.
29. Our present auditor is KPMG LLP. We currently have no intention of changing our auditors
after the listing of our Company on the Official List of Catalist.
CONSENTS
30. OPK Resources GmbH, named as Independent Geologist, has given and has not withdrawn
its written consent to the issue of this Offer Document with the inclusion herein of its name
and all references to its name in the form and context in which it appears in this Offer
Document thereto, and the Qualified Persons Report set out in Appendix E in the form and
context in which it appears in this Offer Document and to act in such capacity in relation to
this Offer Document.
31. Geophysik GGD mbH, named as Independent Geologist, has given and has not withdrawn
its written consent to the issue of this Offer Document with the inclusion herein of its name
and all references to its name in the form and context in which it appears in this Offer
Document thereto, and the Qualified Persons Report set out in Appendix E in the form and
context in which it appears in this Offer Document and to act in such capacity in relation to
this Offer Document.
GENERAL AND STATUTORY INFORMATION
220
32. Fox-Davies Capital Limited, named as Independent Valuer and Industry Consultant, has
given and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of its name and all references to its name in the form and context in which
it appears in this Offer Document thereto, the Independent Valuation Report set out in
Appendix F and to the Industry Report as set out in Appendix G in the form and context in
which they appear in this Offer Document and to act in such capacity in relation to this Offer
Document.
33. Asiasons WFG Capital Pte. Ltd., named as the Independent Financial Adviser, has given and
has not withdrawn its written consent to the issue of this Offer Document with the inclusion
herein of its name and all references thereto, and the information in the section entitled
Independent Person Transactions and its letter to the Independent Non-Executive Directors
as set out in Appendix H in the form and context in which they appear in this Offer Document
and to act in such capacity in relation to this Offer Document.
34. KPMG LLP, named as Independent Auditors and Reporting Accountants, has given and has
not withdrawn its written consent to the issue of this Offer Document with the inclusion herein
of the Independent Auditors Report on the Audited Combined Financial Statements of Rex
International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011
to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in
Appendix A and the Reporting Accountants Report on the Unaudited Pro Forma Combined
Financial Information of Rex International Holding Limited and its subsidiaries for the
Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31
December 2012 as set out in Appendix B in the form and context in which they are included
in this Offer Document and references to its name in the form and context in which it appears
in this Offer Document and to act in such capacity in relation to this Offer Document.
35. KPMGAudit LLC, named as Independent Auditors and Reporting Accountants, has given and
has not withdrawn its written consent to the issue of this Offer Document with the inclusion
herein of the Independent Auditors Report on the Audited Combined Financial Statements
of Rex International Holding Limited and its subsidiaries for the Financial Period from 10
June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set
out in Appendix A and the Reporting Accountants Report on the Unaudited Pro Forma
Combined Financial Information of Rex International Holding Limited and its subsidiaries for
the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended
31 December 2012 as set out in Appendix B in the form and context in which it is included
in this Offer Document and references to its name in the form and context in which it appears
in this Offer Document and to act in such capacity in relation to this Offer Document.
36. PrimePartners Corporate Finance Pte. Ltd., named as the Manager, Sponsor and
Co-Placement Agent, has given and has not withdrawn its written consent to the issue of this
Offer Document with the inclusion herein of its name and references thereto in the form and
context in which they appear in this Offer Document and to act in such capacities in relation
to this Offer Document.
37. UOB Kay Hian Private Limited, named as Co-Placement Agent and Underwriter, has given
and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of its name and references thereto in the form and context in which they
appear in this Offer Document and to act in such capacities in relation to this Offer Document.
GENERAL AND STATUTORY INFORMATION
221
38. DBS Vickers Securities (Singapore) Pte Ltd, named as Co-Placement Agent, has given and
has not withdrawn its written consent to the issue of this Offer Document with the inclusion
herein of its name and references thereto in the form and context in which they appear in this
Offer Document and to act in such capacity in relation to this Offer Document.
39. WongPartnership LLP, named as Solicitor to the Invitation and Legal Adviser to our Company
as to Singapore law, has given and has not withdrawn its written consent to the issue of this
Offer Document with the inclusion herein of its name and all references thereto in the form
and context in which they appear in this Offer Document and to act in such capacity in
relation to this Offer Document.
40. Arntzen de Besche Advokatfirma AS, named as legal adviser to our Company as to
Norwegian law, has given and has not withdrawn its written consent to the issue of this Offer
Document with the inclusion herein of its name and all references thereto, and its legal
opinion as set out in Appendix D of this Offer Document, in the form and context in which they
appear in this Offer Document, and to act in such capacity in relation to this Offer Document.
41. Pepper Hamilton LLP, named as legal adviser to our Company as to United States law, has
given and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of its name and all references thereto, and its legal opinion as set out in
Appendix D of this Offer Document, in the form and context in which they appear in this Offer
Document, and to act in such capacity in relation to this Offer Document.
42. Polsinelli PC, named as legal adviser to our Company as to United States law, has given and
has not withdrawn its written consent to the issue of this Offer Document with the inclusion
herein of its name and all references thereto, and its legal opinion as set out in Appendix D
of this Offer Document, in the form and context in which they appear in this Offer Document,
and to act in such capacity in relation to this Offer Document.
43. Zaid Ibrahim & Co, named as legal adviser to our Company as to Malaysian law, has given
and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of its name and all references thereto, and its legal opinion as set out in
Appendix D of this Offer Document, in the form and context in which they appear in this Offer
Document, and to act in such capacity in relation to this Offer Document.
44. Galadari Advocates & Legal Consultants, named as legal adviser to our Company as to
United Arab Emirates law, has given and has not withdrawn its written consent to the issue
of this Offer Document with the inclusion herein of its name and all references thereto, and
its legal opinion as set out in Appendix D of this Offer Document, in the form and context in
which they appear in this Offer Document, and to act in such capacity in relation to this Offer
Document.
45. Said Al Shahry & Partners (civil advocacy company), named as legal adviser to our Company
as to Omani law, has given and has not withdrawn its written consent to the issue of this Offer
Document with the inclusion herein of its name and all references thereto, and its legal
opinion as set out in Appendix D of this Offer Document, in the form and context in which they
appear in this Offer Document, and to act in such capacity in relation to this Offer Document.
46. Appleby, named as legal adviser to our Company as to British Virgin Islands law, has given
and has not withdrawn its written consent to the issue of this Offer Document with the
GENERAL AND STATUTORY INFORMATION
222
inclusion herein of its name and all references thereto, and its legal opinion as set out in
Appendix D of this Offer Document, in the form and context in which they appear in this Offer
Document, and to act in such capacity in relation to this Offer Document.
47. Laurence Keenan Advocates & Solicitors, named as legal adviser to our Company as to Isle
of Man law, has given and has not withdrawn its written consent to the issue of this Offer
Document with the inclusion herein of its name and all references thereto, and its legal
opinion as set out in Appendix D of this Offer Document in the form and context in which they
appear in this Offer Document, and to act in such capacity in relation to this Offer Document.
48. Each of the Legal Advisers to our Company, the Share Registrar, the Principal Banker and
the Receiving Banker do not make, or purport to make, any statement in this Offer Document
or any statement upon which a statement in this Offer Document is based on and each of
them makes no representation regarding any statement in this Offer Document and to the
maximum extent permitted by law, expressly disclaims and takes no responsibility for any
liability to any person which is based on, or arises out of, any statement, information or
opinions in, or omission from, this Offer Document.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
49. This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after making all reasonable enquiries, that to the best of their
knowledge and belief, this Offer Document constitutes full and true disclosure of all material
facts about the Invitation and our Group, and our Directors are not aware of any facts the
omission of which would make any statement in this Offer Document misleading. Where
information in this Offer Document has been extracted from published or otherwise publicly
available sources or obtained from a named source, the sole responsibility of our Directors
has been to ensure that such information has been accurately and correctly extracted from
these sources and/or reproduced in this Offer Document in its proper form and context.
DOCUMENTS AVAILABLE FOR INSPECTION
50. The following documents or copies thereof may be inspected at our registered office during
normal business hours for a period of six months from the date of registration of this Offer
Document with the SGX-ST, acting as agent on behalf of the Authority:
(a) our Memorandum and Articles of Association;
(b) the Independent Auditors Report on the Audited Combined Financial Statements of Rex
International Holding Limited and its subsidiaries for the Financial Period from 10 June
2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 set out in
Appendix A to this Offer Document;
(c) the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial
Information of Rex International Holding Limited and its subsidiaries for the Financial
Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31
December 2012 set out in Appendix B to this Offer Document;
(d) our Groups Audited Combined Financial Statements for the Financial Period Ended
31 December 2011 and the Financial Year Ended 31 December 2012 set out in
Appendix A to this Offer Document;
GENERAL AND STATUTORY INFORMATION
223
(e) our Groups Unaudited Pro Forma Combined Financial Information for the Financial
Period Ended 31 December 2011 and the Financial Year Ended 31 December 2012;
(f) the respective audited financial statements of our Company, our subsidiaries and our
associated companies for the years ended 31 December 2011 and 2012;
(g) the material contracts referred to in this Offer Document;
(h) the letters of consent referred to in this Offer Document;
(i) the Service Agreements referred to in this Offer Document;
(j) the Performance Share Plan;
(k) the Share Option Scheme;
(l) the legal opinions from each of Arntzen de Besche Advokatfirma AS, Pepper Hamilton
LLP, Polsinelli PC, Zaid Ibrahim & Co, Galadari Advocates & Legal Consultants, Said Al
Shahry & Partners (civil advocacy company), Appleby and Laurence Keenan Advocates
& Solicitors, set out in Appendix D to this Offer Document;
(m) the Qualified Persons Report set out in Appendix E to this Offer Document;
(n) the Independent Valuation Report set out in Appendix F to this Offer Document;
(o) the Industry Report set out in Appendix G to this Offer Document; and
(p) the letter from the Independent Financial Adviser to the Independent Directors set out
in Appendix H to this Offer Document.
GENERAL AND STATUTORY INFORMATION
224
Rex International Holding Limited and its subsidiaries
Combined financial statements
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-1
CONTENTS PAGE
Report of the independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Combined statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
Combined statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Combined statement of changes in equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Combined statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
Notes to the financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9A-29
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-2
Members of the Company
Rex International Holding Limited
Report on the financial statements
We have audited the accompanying combined financial statements of Rex International Holding
Limited (the Company) and its subsidiaries (the Group), which comprise the combined
statements of financial position as at 31 December 2011 and 2012 and the combined statements
of comprehensive income, changes in equity and cash flows for the financial period from 10 June
2011 to 31 December 2011 and the financial year ended 31 December 2012 and a summary of
significant accounting policies and other explanatory notes, as set out on pages A-5 to A-29.
Managements responsibility for the combined financial statements
Management is responsible for the preparation and fair presentation of these combined financial
statements in accordance with the International Financial Reporting Standards, and for devising
and maintaining a system of internal accounting controls sufficient to provide a reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets.
Auditors responsibility
Our responsibility is to express an opinion on these combined financial statements based on our
audit. We conducted our audit in accordance with International Standards on Auditing. Those
standards require that we comply with relevant ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are free of material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the combined financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of material misstatement of the
combined financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation of the combined financial
statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness of accounting
principles used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-3
Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in
accordance with International Financial Reporting Standards to present fairly, in all material
aspects, the state of affairs of the Group as at 31 December 2011 and 2012 and the combined
results, changes in equity and cash flows of the Group for the financial period from 10 June 2011
to 31 December 2011 and the financial year ended 31 December 2012.
This report has been prepared solely for inclusion in the Offer Document of the Company in
connection with the Initial Public Offering of the shares of the Company on the Catalist Board of
the Singapore Exchange Securities Trading Limited.
KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore
27 June 2013
Partner in charge: Chiang Yong Torng
KPMG Audit LLC
Chartered Accountants
Isle of Man
27 June 2013
Director in charge: Russell Kelly
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-4
Combined Statement of Comprehensive Income for the financial period from 10 June 2011
to 31 December 2011 and financial year ended 31 December 2012
Note
Period from
10 June 2011 to
31 December 2011
Year ended
31 December 2012
US$000 US$000
Continuing operations
Revenue
Expenses
Administration fees and expenses 4 (529)
Operating loss (529)
Share of profit/(loss) of jointly controlled
entities 7 1,815 (653)
Profit/(loss) before taxation 1,815 (1,182)
Taxation 5
Profit/(loss) for the period/year 1,815 (1,182)
Other comprehensive income, net of tax
Total comprehensive profit/(loss) 1,815 (1,182)
The notes on pages A-9 to A-29 form an integral part of the financial statements.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-5
Combined Statement of Financial Position as at 31 December 2011 and 2012
Note 2011 2012
US$000 US$000
Assets
Non-current assets
Investments in jointly controlled entities 7 5,901 7,355
Total non-current assets 5,901 7,355
Total assets 5,901 7,355
Liabilities
Current liabilities
Other payables 8 (2,227)
Total current liabilities (2,227)
Total liabilities (2,227)
Net assets 5,901 5,128
Equity
Share capital 9 1 1
Merger reserve 9 4,129 4,129
Capital reserve 9 409
Retained earnings 1,771 589
Total equity 5,901 5,128
The notes on pages A-9 to A-29 form an integral part of the financial statements.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-6
Combined Statement of Changes in Equity for the financial period from 10 June 2011 to 31
December 2011 and financial year ended 31 December 2012
Share
capital
Merger
reserve
Capital
reserve
Retained
earnings Total
US$000 US$000 US$000 US$000 US$000
Balance as at 10 June 2011
(Note 15) 1 1
Profit for the period 1,815 1,815
Other comprehensive income
Share of equity movements of
jointly controlled entities (44) (44)
Total other comprehensive income (44) (44)
Total comprehensive income
for the period 1 1,771 1,771
Transactions with shareholders
Transfer to merger reserve (Note 9) 4,129 4,129
Total transactions with shareholders 4,129 4,129
Balance as at 31 December 2011 1 4,129 1,771 5,901
Loss for the year (1,182) (1,182)
Total comprehensive loss for the year (1,182) (1,182)
Transactions with shareholders
Waiver of debt by equity holders 409 409
Total transactions with shareholders 409 409
Balance as at 31 December 2012 1 4,129 409 589 5,128
The notes on pages A-9 to A-29 form an integral part of the financial statements.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-7
Combined Statement of Cash Flows for the financial period from 10 June 2011 to 31
December 2011 and financial year ended 31 December 2012
Period from
10 June 2011 to
31 December 2011
Year ended
31 December 2012
US$000 US$000
(Note 15)
Profit/(loss) for the period/year 1,815 (1,182)
Adjustments for:
Share of (gain)/loss of jointly controlled entities (1,815) 653
Increase in operating payables 81
Increase in operating payables due to related
corporation 39
Waiver of debt by equity holders 409
Net cash generated by operating activities
Investing activities
Financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of
the period/year
Cash and cash equivalents at the end of the
period/year
Significant non-cash transactions
In the financial period from 10 June 2011 to 31 December 2011, an investment amounting to
US$4,130,000 was made in a jointly controlled entity. The consideration for the investment was
paid directly by the equity holders and was recorded as capital contributions to Rex Oil & Gas
Limited.
In the financial year ended 31 December 2012, the Groups investment in a jointly controlled
entity, Loyz Rex Drilling Services LLC, of US$2,107,000 has been funded by a loan of
US$1,862,000 from related corporation, Rex Partners Limited, together with amount payable for
a capital contribution due to Loyz Rex Drilling Services LLC of US$245,000.
The notes on pages A-9 to A-29 form an integral part of the financial statements.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-8
Notes to the Combined Financial Statements
1. Business and Organisation
(a) Introduction
The combined financial statements of Rex International Holding Limited (the
Company) and its subsidiaries (collectively referred to as the Group and
individually as Group entities) and the Groups interest in jointly controlled entities
have been prepared in accordance with the principles and the accounting policies set
out in note 3.
The combined financial statements have been prepared solely for inclusion in the Offer
Document of Rex International Holding Limited in connection with the Initial Public
Offering of the shares of the Company on the Catalist Board of the Singapore
Exchange Securities Trading Limited.
These combined financial statements of the Group were authorised for issue by the
directors of the Company on 27 June 2013.
(b) The Company
The Company was incorporated in the Republic of Singapore on 11 January 2013 and
has its registered office at 80 Robinson Road, #02-00, Singapore 068898.
The principal activities of the Company and its subsidiaries are those of oil and gas
exploration and production business. The principal activities of the subsidiaries are set
out in note 6 to the combined financial statements.
(c) The restructuring exercise
Pursuant to a group restructuring, Rex International Holding Limited (BVI) entered into
a sale and purchase agreement dated 13 March 2013 with the shareholders of Rex Oil
& Gas Limited to acquire the entire issued share capital of Rex Oil & Gas Limited,
whereby Rex Oil & Gas Limiteds sole asset will be its interest held in a jointly
controlled entity, Lime Petroleum PLC. The purchase consideration is US$1. Upon the
completion of the restructuring exercise, Rex Oil & Gas Limited became a wholly
owned subsidiary.
Rex International Investments Pte Ltd was incorporated on 13 March 2013 and
entered into a share swap agreement on 19 March 2013 with the shareholders of Rex
International Holding Limited (BVI) to acquire the entire issued share capital of Rex
International Holding Limited (BVI). As consideration for the acquisition, Rex
International Investments Pte Ltd issued 49,999 ordinary shares in the capital of Rex
International Investments Pte Ltd to the shareholders of Rex International Holding
Limited (BVI). Upon completion of the restructuring exercise, Rex International
Holding Limited (BVI) became a wholly-owned subsidiary.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-9
Notes to the Combined Financial Statements
1. Business and Organisation (continued)
(c) The restructuring exercise (continued)
On 20 March 2013, the Company entered into a share swap agreement with the
shareholders of Rex International Investments Pte Ltd to acquire the entire issued
share capital of Rex International Investments Pte Ltd. As consideration for the
acquisition, the Company issued 638,999,999 ordinary shares in the capital of the
Company to the shareholders of Rex International Investments Pte Ltd. Upon
completion of the restructuring exercise, the Company became the holding company
of Rex International Investments Pte Ltd.
The restructuring exercise was accounted for as a combination of businesses under
common control. The presentation reflects the economic substance of the combining
companies, which were under common control throughout the relevant period, as a
single economic enterprise, although the legal parent-subsidiary relationships were
not established until after the reporting date.
2. Basis of preparation
(a) Statement of compliance
The combined financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs).
(b) Basis of measurement
The combined financial statements have been prepared on the historical cost basis,
except as otherwise disclosed below.
These combined financial statements represent the combination or aggregation of all
the financial statements of the companies in the Group, on the basis that the Group
had been in existence since 2011.
(c) Functional and presentation currency
The combined financial statements are presented in United States Dollars (US$)
which is the Companys functional currency. All financial information presented in US$
has been rounded to the nearest thousand.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-10
Notes to the Combined Financial Statements
2. Basis of preparation (continued)
(d) Use of accounting estimates and critical judgements
The preparation of the combined financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised and in any
future periods affected.
A significant area of estimation uncertainty is the impairment testing of intangible
exploration and evaluation assets owned by its jointly controlled entity, Lime
Petroleum PLC.
The Directors of Lime Petroleum PLC are required to assess intangible exploration
and evaluation assets for impairment, with reference to the indicators provided in IFRS
6 Exploration and Evaluation of Mineral Resources. The Directors of Lime Petroleum
PLC do not believe that any such indicators are present. Ultimate recoupment of
intangible exploration and evaluation assets capitalised is dependent on the
successful development and commercial exploitation, or alternative, sale of the
respective areas.
3. Summary of significant accounting policies
3.1 Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has
the power to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. In assessing control, potential voting rights presently
exercisable are taken into account. The financial statements of subsidiaries are
included in the combined financial statements from the date that control commences
until the date that control ceases. The accounting policies of subsidiaries have been
changed where necessary to align them with the policies adopted by the Group.
(ii) Jointly controlled entities
Jointly controlled entities are those entities over whose activities the Group has joint
control, established by contractual agreement and requiring unanimous consent for
strategic financial and operating decisions. Investments in jointly controlled entities
are accounted for using the equity method (equity accounted investees) and are
recognised initially at cost.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-11
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.1 Basis of consolidation (continued)
(ii) Jointly controlled entities (continued)
The Groups investment includes goodwill identified on acquisition, net of any
accumulated impairment losses. The combined financial statements includes the
Groups share of the income and expenses and equity movements of equity accounted
investees, after adjustments to align the accounting policies with those of the Group,
from the date that joint control commences until the date that joint control ceases. The
Group share of any gains and losses that are recognised in equity as well as the other
changes in equity of the jointly controlled entity are recognised directly in the Groups
equity.
When the Groups share of losses exceeds its interest in an equity accounted
investee, the carrying amount of that interest (including any long-term investments) is
reduced to nil and the recognition of further losses is discontinued except to the extent
that the Group has an obligation or has made payments on behalf of the investee.
(iii) Business combinations
Business combinations arising from transfers of interests in entities that are under
common control of the shareholders that control the Group are accounted for as if the
acquisition had occurred at the beginning of the earliest comparative period presented
or, if later, at the date that common control was established. The assets and liabilities
acquired are recognised in the combined financial statements at the carrying amounts
recognised in the acquired entities financial statements. The components of equity of
the acquired entities are added to the same components within Group equity. Any
difference between the cash paid for the acquisition and net assets acquired is
recognised in equity. All other business combinations are accounted for under the
purchase method. The cost of an acquisition is measured at the fair value of the assets
given, equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition. The excess of the Groups
interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of acquisition is credited to the profit or loss in the period of the
acquisition.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-12
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.1 Basis of consolidation (continued)
(iv) Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the
subsidiary, any non-controlling interests and the other components of equity related to
the subsidiary. Any surplus or deficit arising on the loss of control is recognised in
profit or loss. If the Group retains any interest in the previous subsidiary, then such
interest is measured at fair value at the date that control is lost. Subsequently, it is
accounted for as an equity-accounted investee or as an available-for-sale financial
asset depending on the level of influence retained.
(v) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated in preparing the combined
financial statements. Unrealised gains arising from transactions with equity-accounted
investee are eliminated against the investment to the extent of the Groups interest in
the investee. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of impairment.
(vi) Acquisition of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions with owners
in their capacity as owners and therefore no goodwill is recognised as a result of such
transactions. The adjustments to non-controlling interests are based on a
proportionate amount of the net assets of the subsidiary.
3.2 Expenses
All expenses are accounted for on an accruals basis.
3.3 Taxation
Income tax expense comprises current tax. Current tax is recognised in profit or loss except
to the extent that it relates to a business combination, or items recognised directly in equity
or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the
year, using tax rates enacted or substantively enacted at the reporting date, and any
adjustment to tax payable in respect of previous years. Current tax payable also includes
any tax liability arising from the declaration of dividends.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-13
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.3 Taxation (continued)
Deferred tax is recognised in respect of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable
profit or loss;
temporary differences related to investments in subsidiaries and jointly controlled
entities to the extent that it is probable that they will not reverse in the foreseeable
future; and
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary
differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity, or on different tax entities, but they intend to settle
current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible
temporary differences, to the extent that it is probable that future taxable profits will be
available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
3.4 Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currency of the
Group entities at the exchange rate at the date of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date. The foreign currency gain or loss on
translation of foreign currencies is recognised in profit or loss.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-14
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.4 Foreign currency transactions (continued)
The assets and liabilities of foreign operations, including goodwill and fair value
adjustments arising on acquisition, are translated to US dollars at exchange rates at the
reporting date. The income and expenses of foreign operations, excluding foreign
operations in hyperinflationary economies, are translated to US dollars at exchange rates
at the dates of the transactions. Foreign currency differences are recognised in other
comprehensive income, and presented in the foreign currency translation reserve
(translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary,
then the relevant proportionate share of the translation difference is allocated to the
non-controlling interests. When a foreign operation is disposed of such that control,
significant influence or joint control is lost, the cumulative amount in the translation reserve
related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal. When the Group disposes of only part of its interest in a subsidiary that includes
a foreign operation while retaining control, the relevant proportion of the cumulative amount
is reattributed to non-controlling interests.
When the settlement of a monetary item receivable from or payable to a foreign operation
is neither planned nor likely in the foreseeable future, foreign exchange gains and losses
arising from such a monetary item are considered to form part of a net investment in a
foreign operation and are recognised in other comprehensive income, and presented in the
translation reserve in equity.
3.5 Financial instruments
The Group initially recognises loans and receivables on the date that they are originated.
All other financial assets (including assets designated as at fair value through profit or loss)
are recognised initially on the trade date, which is the date that the Group becomes a party
to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from
the asset expire, or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all the risks and rewards of ownership of the financial
asset are transferred. Any interest in such transferred financial assets that is created or
retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group has a legal right to offset the amounts
and intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-15
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.5 Financial instruments (continued)
The Group classifies its non-derivative financial assets into the loans and receivables
category. Loans and receivables are financial assets with fixed or determinable payments
that are not quoted in an active market. Such assets are recognised initially at fair value
plus any directly attributable transaction costs. Subsequent to initial recognition, loans and
receivables are measured at amortised cost using the effective interest method, less any
impairment losses.
The Group initially recognises financial liabilities on the trade date, which is the date that
the Group becomes a party to the contractual provisions of the instrument. Financial
liabilities are derecognised when the contractual obligations are discharged, cancelled or
expire.
The Group classifies its financial liabilities into the other financial liabilities category. Such
financial liabilities are recognised initially at fair value less any directly attributable
transaction costs. Subsequent to initial recognition, these financial liabilities are measured
at amortised cost using the effective interest method.
(i) Other payables
Other payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
(ii) Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of
the contractual arrangement entered into. An equity instrument is any contract that
evidences a residual interest in the assets of the Company after deducting all of its
liabilities. Financial liabilities and equity instruments are recorded at the proceeds
received, net of issue costs.
(iii) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of ordinary shares are recognised as a deduction from equity, net of any tax
effects.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-16
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.6 Provisions
A provision is recognised in the Statement of Financial Position when the Company has a
present legal or constructive obligation as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligation, and the obligation can
be reliably measured. If the effect is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and, where appropriate, the risks specific to the liability.
3.7 Oil and gas expenditure exploration and evaluation assets
Capitalisation
Pre-acquisition costs on oil and gas assets are recognised in the Combined Statement of
Comprehensive Income when incurred. Following the acquisition of a concession right to
explore a licenced area, the costs incurred such as geological and geophysical surveys,
drilling, commercial appraisal costs and other directly attributable costs of exploration and
appraisal including technical and administrative costs, are capitalised as intangible
exploration and evaluation (E&E) assets.
Oil and gas expenditure incurred is accumulated in respect of each identifiable area of
interest. These costs are only carried forward in relation to each area of interest to the
extent the following conditions are satisfied:
the rights to tenure of the area of interest are current;
at least one of the following conditions is also met:
(i) the exploration and evaluation expenditure is expected to be recouped through
successful development and exploitation of the area of interest, or alternatively,
by its sale; and
(ii) exploration and evaluation activities in the area of interest have not at the
reporting date reached a stage which permits reasonable assessment of the
existence or otherwise of economically recoverable reserves, and active and
significant operations in, or in relation to, the area of interest are continuing.
Accumulated costs in relation to an abandoned area are written off in full against profit in
the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically
recoverable reserves.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-17
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.7 Oil and gas expenditure exploration and evaluation assets (continued)
Capitalisation (continued)
A regular review is undertaken of each area of interest to determine the appropriateness of
continuing to carry forward cost in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration
commences and are included in the cost of that stage. Site restoration costs include the
dismantling and removal of mining plant, equipment and building structures, waste removal,
and rehabilitation of the site in accordance with clauses of the concession permits. Such
costs have been determined using estimates of future costs, current legal requirements and
technology on an undiscounted basis.
Any changes to the estimates for the costs are accounted on a prospective basis. In
determining the costs of site restoration, there is uncertainty regarding the nature and
extent of the restoration due to community expectations and future legislation. Accordingly
the costs have been determined on the basis that the restoration will be completed within
one year of abandoning the concession site.
Concession rights are amortised to profit or loss on a units of production basis over the
expected period of production.
3.8 Segment reporting
An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that
relate to transactions with any of the Groups other components. All operating segments
operating results are reviewed regularly by the Groups CEO (the chief operating decision
maker) to make decisions about resources to be allocated to the segment and to assess its
performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis. Unallocated items
comprise mainly corporate assets (primarily the Companys headquarters), head office
expenses, and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire property,
plant and equipment, and intangible assets other than goodwill.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-18
Notes to the Combined Financial Statements
3. Summary of significant accounting policies (continued)
3.9 Future changes in accounting policies
International Accounting Standards Board (IASB) and International Financial Reporting
Interpretations Committee (IFRIC) have issued the following standards and
interpretations with an effective date after the date of these financial statements:
New/Revised International Financial Reporting Standards
(IAS/IFRS)
Effective date
(accounting periods
commencing
on or after)
IAS 1 Presentation of Financial Statements amendments
to revise the way other comprehensive income is
presented
1 July 2012
IAS 12 Income Taxes Limited scope amendment (recovery
of underlying assets) (December 2010)
1 January 2012
IAS 19 Employee Benefits Amendment resulting from the
Post-Employment Benefits and Termination Benefits
projects
1 January 2013
IAS 27 Consolidated and Separate Financial Statements
Reissued as IAS 27 Separate Financial Statements
(as amended in May 2012)
1 January 2013
IAS 28 Investments in Associates Reissued as IAS 28
Investments in Associates and Joint Ventures (as
amended in May 2012)
1 January 2013
IFRS 9 Financial Instruments Classification and
Measurement
1 January 2015
IFRS 10 Consolidated Financial Statements* 1 January 2013
IFRS 11 Joint Arrangements* 1 January 2013
IFRS 13 Fair Value Measurement* 1 January 2013
* Original issue May 2012
The Directors have considered the impact of the adoption of the accounting standards and
interpretations listed above and do not expect them to have a material impact on the
Company and the Groups financial statements in the period of initial application.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-19
Notes to the Combined Financial Statements
4. Administration fees and expenses
Period from
10 June 2011 to
31 December 2011
Year ended
31 December 2012
US$000 US$000
Audit fees 50
Legal fees 10
Directors fees
Corporate costs 221
Employment costs 60
Travel and entertainment expenses 29
Other professional expenses 146
Others 13
529
5. Taxation
Reconciliation of effective tax rate
Period from
10 June 2011 to
31 December 2011
Year ended
31 December 2012
US$000 US$000
Profit/(loss) for the period/year 1,815 (1,182)
Tax using the Singapore tax rate of
17% (2011: 17%) 309 (201)
Effect of tax rates in foreign jurisdictions (309) 201

The Group is subject to income and revenue taxes in a number of jurisdictions. The
overseas subsidiaries with the exception of Rex US Ventures LLC, are registered in the
British Virgin Islands which has a 0% rate of corporation tax. Rex US Ventures LLC is
registered in the State of Delaware, United States of America and effectively has a 0% rate
of tax. Accordingly no provision for liability to corporate income tax has been included in
these financial statements.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-20
Notes to the Combined Financial Statements
6. Subsidiaries
The subsidiaries of the Group are as follows:
Name of subsidiary Principal activity
Country of
incorporation
Effective equity
held by the
Group
2011 2012
Rex International Investments
Pte Ltd.
(a)
Holding company Singapore 100%
Rex International Holding
Limited, (BVI)
(b)
Holding company British Virgin Islands 100%
Rex Oil & Gas Limited
(c)
Holding company British Virgin Islands 100% 100%
Rex US Ltd
(d)
Holding company British Virgin Islands 100% 100%
Rex US Ventures LLC
(e)
Oil and gas
exploration
United States of
America
100% 100%
(a) Incorporated on 13 March 2013, dormant.
(b) Incorporated on 24 September 2012. Audited by KPMG Audit LLC, Isle of Man
(c) Incorporated on 24 September 2008. Audited by KPMG Audit LLC, Isle of Man
(d) Incorporated on 24 September 2012. Audited by KPMG Audit LLC, Isle of Man
(e) Incorporated on 25 October 2012. Audited by KPMG Audit LLC, Isle of Man
7. Investments in jointly controlled entities
Lime
Petroleum PLC
Loyz Rex
Drilling
Services LLC Total
US$000 US$000 US$000
Balance as at date of incorporation
Cost of investment 4,130 4,130
Share of profit for the period 1,815 1,815
Share of equity movements (44) (44)
Balance as at 31 December 2011 5,901 5,901
Balance as at 1 January 2012 5,901 5,901
Cost of investment 2,107 2,107
Share of loss for the year (653) (653)
Balance as at 31 December 2012 5,248 2,107 7,355
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-21
Notes to the Combined Financial Statements
7. Investments in jointly controlled entities (continued)
Details of the jointly-controlled entities are as follows:
Names of jointly-controlled
entities Principal activities
Country of
incorporation
Effective equity
interest held by
the Group
2011 2012
Lime Petroleum PLC Oil and gas
exploration business
Isle of Man 65% 65%
Loyz Rex Drilling Services LLC Oil and gas
exploration business
United States of
America
49%
Lime Petroleum PLCs financial period ended 31 December 2011 financial statements were
audited by KPMG Audit LLC, Isle of Man. The financial statements for the financial year
ended 31 December 2012 were audited by PricewaterhouseCoopers LLC, Isle of Man, as
part of the group audit for Rex International Holding Limited.
No financial statements have been prepared and audited for Loyz Rex Drilling Services
LLC, but their results have been audited as part of the group audit for Rex International
Holding Limited.
Lime Petroleum PLC owns oil concessions through a number of subsidiaries and joint
ventures, and Loyz Rex Drilling Services LLC owns certain rights to income from oil assets.
These investments are subject to shareholder agreements regarding control and
distribution of assets.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-22
Notes to the Combined Financial Statements
7. Investments in jointly controlled entities (continued)
Summary financial information is as follows:
2011 2012
Lime
Petroleum
PLC
Loyz Rex
Drilling
Services Total
Lime
Petroleum
PLC
Loyz Rex
Drilling
Services Total
US$000 US$000 US$000 US$000 US$000 US$000
Assets and Liabilities
Non-current assets 4,448 4,448 14,656 3,800 18,456
Current assets 6,720 6,720 42,511 500 43,011
Total assets 11,168 11,168 57,167 4,300 61,467
Current liabilities 243 243 1,247 1,247
Net assets 10,925 10,925 55,920 4,300 60,220
Results
Gain on investment in
jointly controlled entity 3,339 3,339 744 744
Other income 390 390
Administrative fees and
expenses (386) (386) (2,845) (2,845)
Share of loss of jointly
controlled entities (161) (161) (216) (216)
Profit/(loss) before
taxation 2,792 2,792 (1,927) (1,927)
Tax credit 940 940
Profit/(loss) for the
period/year 2,729 2,729 (987) (987)
Other comprehensive
income (18) (18)
Total comprehensive
profit/(loss) 2,792 2,792 (1,005) (1,005)
Groups share of net
assets 5,901 5,901 5,248 2,107 7,355
Joint venture partners
share of net assets 5,024 5,024 50,672 2,193 52,865
Pursuant to the shareholders agreement of Lime Petroleum PLC, the Group and the joint
venture partner shall be entitled to their respective committed capital of US$4,000,000 and
US$50,000,000 respectively in priority before the distribution of any surplus assets and
profits in proportion to their shareholdings in Lime Petroleum PLC on winding up and sale
of Lime Petroleum PLC.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-23
Notes to the Combined Financial Statements
8. Other payables
2011 2012
US$000 US$000
Amount due to a related corporation 1,901
Other payables 326
2,227
Amount due to a related corporation, Rex Partners Limited, is unsecured and interest free.
It is subordinated to the payment of other creditors until such a time as the Group has
sufficient net current assets to enable its repayment.
Other payables include US$245,000 (2011: US$nil) capital contribution owed to Loyz Rex
Drilling Services LLC.
9. Share capital and reserves
Share capital
2011 2012
Issued and fully paid ordinary shares, with
no par value
Number of
shares
Number of
shares
At beginning of period/year 639,000,000
Issued of shares as at the incorporation of the
Company 1
Issue of shares pursuant to the acquisition of
Rex International Investments Pte Ltd 638,999,999
At end of period/year 639,000,000 639,000,000
For the purposes of preparing the combined financial statements, the share capital as at
31 December 2011 and 2012 comprises the shares of the Company as at 31 March 2013.
The holders of ordinary shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per share at meetings of the Company. All shares rank
equally with regard to the Companys residual assets
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-24
Notes to the Combined Financial Statements
9. Share capital and reserves (continued)
Capital management
The Board of Directors policy is to maintain a strong capital base so as to maintain
investors and creditors confidence. The Board of Directors manage the Companys affairs
to achieve shareholder returns through capital growth and income.
The capital comprises share capital and reserves.
The Company is not subject to externally imposed capital requirements.
Merger reserve
Merger reserve relates to reserve arising from certain acquisitions of businesses under
common control accounted for under the merger accounting method.
Capital reserve
Capital reserve relates to capital contribution arising from waiver of debt by equity holders.
10. Commitments in a jointly controlled operation
Pursuant to a Participation and Exploration Agreement dated 28 August 2012 between Rex
Oil & Gas Limited (later assigned to Rex US Ventures LLC), Fram Exploration ASA (Fram)
and Loyz Oil Pte Ltd (Loyz) (the Agreement), Rex US Ventures LLC (Rex) and its jointly
controlled entity, Loyz Rex Drilling Services LLC (Loyz Rex), are committed to fund part of
the cost of drilling 80 wells. Under the Agreement, Fram carries the first US$12,000,000 of
the cost of drilling the first 40 wells and Loyz and Rex carry the remaining portion of the
cost, estimated to be US$28,000,000. Fram carries the first US$28,000,000 of the cost of
the additional 40 wells and Loyz and Rex carry the remaining portion of the cost, estimated
to be US$12,000,000. Loyz and Rex carry the risk of possible cost overruns and have the
benefit of cost savings. .
Pursuant to the Agreement, Loyz Rex is also committed to providing two onshore drilling
rigs. US$3,800,000 had been placed by Loyz Rex as deposit for the rigs as at 31 December
2012. The total acquisition cost for the rigs is expected to be US$26,000,000 with Rex US
Ventures LLC committed to fund 49% of the amount. Refer to note 14 regarding bank loan
funding obtained in connection with the acquisition of these rigs.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-25
Notes to the Combined Financial Statements
11. Related party transactions
For the purposes of this combined financial statements, parties are considered to be related
to the Group if the Group has the ability, directly or indirectly, to control the party or exercise
significant influence over the party in making financial and operating decisions, or vice
versa, or where the Group and the party are subject to common control or common
significant influence. Related parties may be individuals or other entities.
The following related party disclosures are in relation to Lime Petroleum PLC (Lime), a
jointly controlled entity.
Rex Partners Limited provided virtual drilling technology to all of the Middle East
concession companies owned or jointly owned by Lime, and also to Lime Petroleum Norway
AS, which amounted to US$453,251 (2011: US$313,333) in the year.
Rex Partners Limited received fees in the year, for professional services provided to Lime
of US$0 (2011: US$426,667).
During the period, Directors fees of US$398,000 (2011: US$43,000) were paid to Svein
Kjellesvik, who is a shareholder in Rex Partners Limited.
In 2011 fees of US$1,744,174 in relation to exploration services capitalized in Dahan
Petroleum Limited, a jointly controlled entity of Lime, were paid to Bergen Oilfield Services
AS. Svein Kjellesvik was during 2011 a Director and shareholder of Bergen Oilfield Services
AS. There was no amount charged for 2012.
12. Financial risk management
The Groups activities expose it to a variety of financial risks: market risk (including foreign
exchange risk, market price risk and interest rate risk), credit risk and liquidity risk.
Risk management is carried out by the Board of Directors.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and may in future become exposed to foreign
exchange risk arising from various currency exposures. Foreign exchange risk
may arise from future commercial transactions, but in the current period all
transactions entered into by the Group have been US$ denominated and paid out
of its US$ bank accounts, thereby managing the Groups foreign exchange risk.
At the period end, there were no assets or material liabilities denominated in any
other currency.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-26
Notes to the Combined Financial Statements
12. Financial risk management (continued)
(a) Market risk (continued)
(ii) Market price risk
The Group is not currently exposed to market risk arising from its investments in
jointly controlled entities involved in the exploration of oil and gas, nor to risks
arising from changes in the price of oil, as no oil has yet been produced. However
in future periods, the Group may become exposed to this risk if oil is found and
produced. The Board of Directors is responsible for the monitoring of exposure to
this market risk.
(iii) Interest rate risk
The Group has no interest bearing financial instruments during the period. The
Group is therefore not subject to significant interest rate risk and therefore no
sensitivity analysis has been provided.
(b) Credit risk
The Group currently has no significant concentration of credit risk.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and cash
equivalents to meet planned expenditure at all times. The Group aims to maintain
flexibility in funding and does not currently have any borrowing facilities. At the
reporting date all funding is provided by the shareholders.
Residual undiscounted contractual maturities of financial liabilities:
Less
than
1 month
1 to 3
months
3 months
to 1 year
1 to 5
years
Over
5 years
No
stated
maturity
US$000 US$000 US$000 US$000 US$000 US$000
As at 31 December 2012
Financial liabilities
Other payables 326 1,901
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-27
Notes to the Combined Financial Statements
13. Operating segments
Currently the Group is considered to have two reportable segments: US and Non-US
operations. The operations of the segments relate principally to oil and gas exploration but
are managed separately because they require different marketing and operating strategies.
The segment information provided to the Groups CEO for the reportable segments for the
financial period from 10 June 2011 to 31 December 2011 and financial year ended 31
December 2012 is as follows:
US
operations
Non-US
operations Total
2011 US$000 US$000 US$000
Total revenue
Share of profit of jointly controlled entity 1,815 1,815
Reportable segment profit before income tax 1,815 1,815
Reportable segment assets 5,901 5,901
Reportable segment liabilities
2012
Total revenue
Share of loss of jointly controlled entities (653) (653)
Reportable segment loss before income tax (1,182) (1,182)
Reportable segment assets 2,107 5,248 7,355
Reportable segment liabilities 2,146 81 2,227
14. Subsequent events
Share swap
In March 2013, the Company entered into a share swap agreement with FRAM Exploration
ASA (FRAM). Under the terms of the agreement, the Company issued 101,792,531 of its
own shares as consideration for shares in FRAM. This resulted in the Company acquiring
a 24% equity interest in FRAM.
Issue of convertible loan
In April 2013, the Company issued convertible loans to investors. The terms of the
convertible loan agreements are such that the loans will be converted into ordinary shares
of the Company upon the listing on a recognised stock exchange. A total cash consideration
of US$28,734,164 was received.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-28
Notes to the Combined Financial Statements
14. Subsequent events (continued)
Incorporation of a subsidiary
On 19 March 2013, a wholly-owned subsidiary, Rex South East Asia Ltd was incorporated
in the British Virgin Islands.
On 21 March 2013, Rex South East Asia Ltd entered into a shareholders agreement with
Orient Hibiscus SDN BHD and Hibiscus Petroleum Berhad to participate in 50% equity
interest in HiRex Petroleum SDN BHD, a company incorporated in Malaysia.
Bank loan to jointly controlled entity, Loyz Rex Drilling Services LLC
In March 2013, Loyz Rex received two term loans from Oversea-Chinese Banking
Corporation Limited of US$12,000,000 and US$6,200,000 in connection with the purchase
of two drilling rigs valued at US$26,000,000. The loans are repayable over a period of two
years from March 2013 with monthly repayments increasing over the term of the loans
commencing at US$10,000 and ending at $1,420,000 for Term Loan 1 and commencing at
US$10,000 and ending at US$760,000 for Term Loan 2. The loans are secured on the
drilling rigs and revenue arising from the use of the rigs. The interest rate is LIBOR plus
3.25%.
The bank loans were drawn down on 8 May 2013.
15. Comparative period
Comparative period is for a period from 10 June 2011, being the date of incorporation of the
first group entity, to 31 December 2011.
APPENDIX A INDEPENDENT AUDITORS REPORT ON
THE AUDITED COMBINED FINANCIAL STATEMENTS OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
A-29
This page has been intentionally left blank.
Rex International Holding Limited and its subsidiaries
Unaudited Pro Forma Combined Financial Information of
the Enlarged Group
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-1
The Board of Directors
Rex International Holding Limited
80 Robinson Road
#02-00
Singapore 068898
Dear Sirs
Unaudited Pro Forma Combined Financial Information
This report has been prepared for inclusion in the offer document to shareholders (the Offer
Document) of Rex International Holding Limited (the Company) and its subsidiaries (the
Group) in connection with the acquisition of FRAM Exploration ASA, the conversion of
convertible loan instruments, and the proposed listing of the Group on the Catalist Board of the
Singapore Exchange Securities Trading Limited (collectively the Proposed Transactions).
We report on the unaudited pro forma combined financial information of the Group after the
completion of the Proposed Transactions (the Enlarged Group) as set out on pages B-4 to B-13
of the offer document (the Offer Document).
The unaudited pro forma combined financial information has been prepared for illustrative
purposes only, and based on certain assumptions after making certain adjustments, to show what:
(a) the unaudited pro forma financial position of the Enlarged Group as at 31 December 2012
would have been if the Proposed Transactions had occurred on 31 December 2012;
(b) the unaudited pro forma financial results of the Enlarged Group for the financial period from
10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 would
have been if the Proposed Transactions had occurred on 10 June 2011; and
(c) the unaudited pro forma cash flows of the Enlarged Group for the financial year ended 31
December 2012 would have been if the Proposed Transactions had occurred on 1 January
2012.
The unaudited pro forma combined financial information, because of their nature, may not give a
true picture of the actual financial position, financial results and cash flows of the Enlarged Group.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined
financial information based on our work.
We carried out our procedures in accordance with Statement on Auditing Practice 2: Auditors and
Public Offering Documents. Our work, which involved no independent examination of the
unaudited pro forma combined financial information, consisted primarily of comparing the
unaudited pro forma combined financial information to the management accounts of the Group for
the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31
December 2012, considering the evidence supporting the adjustments and discussing the
unaudited pro forma combined financial information with the Directors of the Company.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-2
In our opinion:
(a) the unaudited pro forma combined financial information has been properly prepared:
(i) in a manner consistent with the accounting policies of the Enlarged Group; and
(ii) on the basis set out in Note 2 to the Unaudited Pro Forma Combined Financial
Information of the Enlarged Group.
(b) each material adjustment made to the information used in the preparation of the unaudited
pro forma combined financial information is appropriate for the purpose of preparing such
unaudited pro forma combined financial information.
KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore
KPMG Audit LLC
Chartered Accountants
Isle of Man
27 June 2013
Partner in charge: Chiang Yong Torng
27 June 2013
Director in charge: Russell Kelly
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-3
Unaudited Pro Forma Combined Statement of Financial Position
As at 31 December 2012
2012
US$000
Non-current assets
Investments in jointly controlled entities 7,355
Investment in associate 33,144
40,499
Current assets
Cash and cash equivalents 116,808
116,808
Total assets 157,307
Liabilities
Current liabilities
Other payables (2,227)
Total current liabilities (2,227)
Total liabilities (2,227)
Net assets 155,080
Equity
Share capital 149,953
Merger reserve 4,129
Capital reserve 409
Retained earnings 589
Total Equity 155,080
The accompanying notes form an integral part of
these unaudited pro forma combined financial information.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-4
Unaudited Pro Forma Combined Statements of Comprehensive Income
For the financial period from 10 June 2011 to 31 December 2011 and the financial year
ended 31 December 2012
Note
Period from
10 June 2011 to
31 December 2011
Year ended
31 December 2012
US$000 US$000
Continuing operations
Revenue
Expenses
Administrative fees and expenses (529)
Operating loss (529)
Share of profit/(loss) of jointly controlled
entities (net of tax) 1,815 (653)
Share of losses of associate (net of tax) (3,301) (2,313)
Loss before taxation (1,486) (3,495)
Taxation
Loss for the period/year (1,486) (3,495)
Other comprehensive income, net of tax
Total comprehensive loss (1,486) (3,495)
Loss and total comprehensive loss
attributable to:
Owners of the Company (1,486) (3,495)
Earnings per share
Basic and diluted loss per share (cents) 4 (0.14) (0.33)
The accompanying notes form an integral part of
these unaudited pro forma combined financial information.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-5
Unaudited Pro Forma Combined Statement of Cash Flows
For the financial year ended 31 December 2012
Year ended
31 December 2012
US$000
Loss for the year (3,495)
Adjustments for:
Share of loss of jointly controlled entities (net of tax) 653
Share of loss of associate (net of tax) 2,313
Increase in other payables 81
Increase in other payables due to related corporation 39
Waiver of debt by equity holders 409
Net cash generated by operating activities
Cash flows from financing activities
Proceeds from conversion of convertible loan instruments 28,734
Proceeds from issue of shares (net of issue expenses) 88,074
Net cash from financing activities 116,808
Net change in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December 116,808
Significant non-cash transactions
In the financial period from 10 June 2011 to 31 December 2011, an investment amounting to
US$4,129,000 was made in a jointly controlled entity. The consideration for the investment was
paid directly by the equity holders and was recorded as capital contributions to Rex Oil & Gas
Limited.
In the financial year ended 31 December 2012, the Groups investment in a jointly controlled
entity, Loyz Rex Drilling Services LLC of US$2,107,000 has been funded by a loan of
US$1,862,000 from related corporation, Rex Partners Limited, together with amount payable for
a capital contribution due to Loyz Rex Drilling Services LLC of US$245,000.
On 21 March 2013, the Company entered into a bond conversion and share purchase offer and
acceptance agreement with certain bondholders of FRAM to purchase 5,802,909 converted
shares in FRAM from such bondholders after the bondholders converted a portion of their bonds
into the shares of FRAM. The consideration paid for the converted shares of FRAM is in the form
of 101,792,531 shares in the Company at US$0.3256 per share. Pursuant to the acquisition, the
Company acquired 24% of the total issued share capital of FRAM.
The accompanying notes form an integral part of
these unaudited pro forma combined financial information.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-6
Notes to the unaudited pro forma combined financial information
1. Introduction
Rex International Holding Limited (the Company) is a public limited company listed on the
Catalist Board of the Singapore Exchange Securities Trading Limited. Its registered office is
at 80 Robinson Road, #02-00, Singapore 068898. The principal activity of the Company is
that of an investment holding company.
1.1 Proposed Transactions
(a) Proposed acquisition of an equity interest in FRAM Exploration ASA (FRAM)
On 21 March 2013, the Company entered into a bond conversion and share purchase
offer and acceptance agreement with certain bondholders of FRAM to purchase
5,802,909 converted shares in FRAM from such bondholders after the bondholders
converted a portion of their bonds into the shares of FRAM. The consideration paid for
the converted shares of FRAM is in the form of 101,792,531 shares in the Company at
US$0.3256 per share. Pursuant to the acquisition, the Company has acquired 24% of
the total issued share capital of FRAM.
(b) Conversion of a convertible loan instrument into ordinary shares in the Company upon
the listing on the Catalist Board of the Singapore Exchange Securities Trading Limited.
On 5 April 2013, 19 April 2013, and 15 May 2013, the Company entered into convertible
loan agreements with certain investors and issued convertible loans totalling
S$35,156,250 (US$28,734,164) for cash consideration. Under the terms of the
convertible loan agreements, the entire convertible loans shall be automatically
converted into ordinary shares of the Company upon listing of the Company on the
Catalist Board of the Singapore Exchange Securities Trading Limited.
(c) The issue of new ordinary shares with the proposed listing of the Company on the
Catalist Board of the Singapore Exchange Securities Trading Limited.
The Company plans to issue 233,000,000 new ordinary shares at S$0.50 each with the
proposed listing on the Singapore Stock Exchange. Included in the new ordinary shares
are 2,500,000 ordinary shares to be issued as settlement of management fee payable
to PrimePartners Corporate Finance Pte. Ltd. as Manager and Sponsor and 3,000,000
ordinary shares to be issued as settlement of consultancy fee payable to Cathay Ltd.
These have been included as part of the listing expenses.
The above transactions are collectively referred to as the Proposed Transactions.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-7
Notes to the unaudited pro forma combined financial information
1. Introduction (continued)
The unaudited pro forma combined financial information of Rex International Holding Limited
and its subsidiaries (the Group) after the completion of the Proposed Transactions (the
Enlarged Group), comprising the unaudited pro forma combined statement of financial
position of the Enlarged Group as at 31 December 2012, the unaudited pro forma combined
statement of comprehensive income of the Enlarged Group for the financial period from 10
June 2011 to 31 December 2011 and the financial year ended 31 December 2012, and the
unaudited pro forma combined statement of cash flows of the Enlarged Group for the
financial year ended 31 December 2012, has been prepared for inclusion in the offer
document to the shareholders (the Offer Document) of the Company.
2. Basis of preparation of the unaudited pro forma statements
The unaudited pro forma combined financial information has been prepared for illustrative
purposes only, and based on certain assumptions after making certain adjustments, to show
what:
(a) the unaudited pro forma combined statement of financial position of the Enlarged Group
as at 31 December 2012 would have been if the Proposed Transactions had occurred
on 31 December 2012;
(b) the unaudited pro forma combined statement of financial results of the Enlarged Group
for the financial period from 10 June 2011 to 31 December 2011 and the financial year
ended 31 December 2012 would have been if the Proposed Transactions had occurred
on 10 June 2011; and
(c) the unaudited pro forma combined statement of cash flows of the Enlarged Group for
the financial year ended 31 December 2012 would have been if the Proposed
Transactions had occurred on 1 January 2012.
The unaudited pro forma combined financial information, because of their nature, may not
give a true picture of the actual financial position, financial results and cash flows of the
Enlarged Group.
The unaudited pro forma combined financial information of the Enlarged Group for the
financial period from 10 June 2011 to 31 December 2011 and financial year ended 31
December 2012 have been compiled based on the following:
(a) the audited combined financial statements of the Group for the financial period from 10
June 2011 to 31 December 2011 and the financial year ended 31 December 2012, which
were prepared in accordance with International Financial Reporting Standards.
The combined financial statements of the Group for the financial period from 10 June
2011 to 31 December 2011 and the financial year ended 31 December 2012 were
audited by KPMG LLP, Public Accountants and Certified Public Accountants, Singapore
and KPMG Audit LLP, Chartered Accountants, Isle of Man, in accordance with
International Standards on Auditing; and
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-8
Notes to the unaudited pro forma combined financial information
2. Basis of preparation of the unaudited pro forma statements (continued)
(b) the audited financial statements of FRAM for the financial years ended 31 December
2011 and 2012 were prepared in accordance with International Financial Reporting
Standards and were audited by PricewaterhouseCoopers LLP, Norway, in accordance
with International Standards on Auditing.
(c) the accounting policies of the Enlarged Group as set out in A-11 to A-19.
The following key adjustments and assumptions were made for the preparation of the
unaudited pro forma combined financial information of the Enlarged Group:
(a) the acquisition of the equity interest in FRAM will be accounted for as an associate as
if it had been acquired as part of the Proposed Transactions on dates as disclosed in
this pro forma combined financial information. The difference between the purchase
consideration paid and the Groups share of the carrying value of the net assets
acquired is assumed to be attributable to the oil and gas concessions held by FRAM.
This may differ from the actual fair value of the net assets acquired on the completion
of the Proposed Transactions. As the actual fair value will be determined at the
completion of the Proposed Transactions, the eventual amounts could be materially
different from the amount derived based on the assumption used;
(b) the convertible loan instrument received in April 2013 and May 2013 will be fully
converted upon listing of the Company on the Catalist Board of the Singapore Exchange
Securities Trading Limited. For the purpose of these pro forma combined financial
information, the loan will be treated as having been converted as part of the Proposed
Transactions on dates as disclosed in this pro forma combined financial information.
This may differ from the actual conversion at the completion of the Proposed
Transactions;
(c) the issue of new ordinary shares of the Company at S$0.50 each. This may differ from
the actual shares issued at the completion of the Proposed Transactions;
(d) the listing expenses relating to the Proposed Transactions are assumed to be
S$8,741,393 (US$7,144,579) and comprises:
(i) cash consideration of S$5,991,393 (US$4,896,929);
(ii) 2,500,000 ordinary shares to be issued as payment for management fee to
PrimePartners Corporate Finance Pte. Ltd. as Manager and Sponsor; and
(iii) 3,000,000 ordinary shares to be issued as payment for consultancy fee to Cathay
Ltd.
This may differ from the actual listing expenses at the completion of the Proposed
Transactions; and
(e) the exchange rate used to translate S$ to US$ is S$1.2235 to US$1.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-9
Notes to the unaudited pro forma combined financial information
3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group
(i) Unaudited pro forma combined statement of financial position as at 31 December
2012
The following adjustments have been made in arriving at the Unaudited Pro Forma
Combined Statement of Financial Position as at 31 December 2012:
Audited
combined
statement of
financial
position of
the Group
Pro forma adjustments
(see notes below)
Unaudited
pro forma
combined
statement of
financial
position (a) (b) (c)
US$000 US$000 US$000 US$000 US$000
31 December 2012
Assets
Non-current assets
Investments in jointly
controlled entities 7,355 7,355
Investment in associate 33,144 33,144
Total non-current
assets 7,355 33,144 40,499
Current assets
Cash and cash
equivalents 28,734 88,074 116,808
Total current assets 28,734 88,074 116,808
Total assets 7,355 33,144 28,734 88,074 157,307
Liabilities
Current liabilities
Other payables (2,227) (2,227)
Total current liabilities (2,227) (2,227)
Total liabilities (2,227) (2,227)
Net assets 5,128 33,144 28,734 88,074 155,080
Equity
Share capital 1 33,144 28,734 88,074 149,953
Merger reserve 4,129 4,129
Capital reserve 409 409
Retained earnings 589 589
Total equity 5,128 33,144 28,734 88,074 155,080
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-10
Notes to the unaudited pro forma combined financial information
3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group (continued)
(i) Unaudited pro forma combined statement of financial position as at 31 December
2012 (continued)
Notes to the pro forma adjustments:
(a) Adjustment made to reflect the acquisition of 24% equity investment in the
associate; and
(b) Adjustment made to reflect the funds received from the issue of the convertible
loan instrument and the conversion of the loan into ordinary shares of the
Company; and
(c) Adjustments made to reflect the expected proceeds and issue of shares upon the
listing of Company on the Catalist Board of the Singapore Exchange Securities
Trading Limited. The amount recorded is net of estimated listing expenses.
(ii) Unaudited pro forma statement of comprehensive income for the period ended
31 December 2011 and the year ended 31 December 2012
For the financial period ended
31 December 2011
Audited
combined
statement of
comprehensive
income of
the Group
Pro forma
adjustments
(see note
below)
(a)
Unaudited
Pro forma
combined
statement of
comprehensive
income
US$000 US$000 US$000
Continuing operations
Revenue
Expenses
Administration fees and expenses
Operating loss
Share of profit of jointly controlled
entities (net of tax) 1,815 1,815
Share of loss of associate
(net of tax) (3,301) (3,301)
Profit/(loss) before taxation 1,815 (3,301) (1,486)
Taxation
Profit/(loss) for the period 1,815 (3,301) (1,486)
Other comprehensive income,
net of tax
Total comprehensive
income/(loss) for the period 1,815 (3,301) (1,486)
Notes to the pro forma adjustments:
(a) Adjustment made to reflect the Groups share of the associates loss.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-11
Notes to the unaudited pro forma combined financial information
3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group (continued)
(ii) Unaudited pro forma statement of comprehensive income for the period ended
31 December 2011 and the year ended 31 December 2012 (continued)
For the financial year ended
31 December 2012
Audited
combined
statement of
comprehensive
income of
the Group
Pro forma
adjustments
(see note
below) (a)
Unaudited
Pro forma
combined
statement of
comprehensive
income
US$000 US$000 US$000
Continuing operations
Revenue
Expenses
Administrative fees and expenses (529) (529)
Operating loss (529) (529)
Share of loss of jointly controlled
entities (net of tax) (653) (653)
Share of loss of associate
(net of tax) (2,313) (2,313)
Loss before taxation (1,182) (2,313) (3,495)
Taxation
Loss for the year (1,182) (2,313) (3,495)
Other comprehensive income,
net of tax
Total comprehensive loss (1,182) (2,313) (3,495)
Notes to the pro forma adjustments:
(a) Adjustment made to reflect the Groups share of the associates loss.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-12
Notes to the unaudited pro forma combined financial information
4. Earnings per share
Basic earnings per share is calculated by dividing the net loss attributable to equity holders
of the Company by the weighted average number of ordinary shares assumed to be issued
during the financial period.
The number of ordinary shares assumed to be issued is based on the number of shares of
the Company as at 31 December 2011 and 2012 after the Proposed Transaction assuming
the Proposed Transaction occurred on 10 June 2011:
Period ended
31 December 2011
Year ended
31 December 2012
Net loss attributable to equity owners of
the Company (US$000) 1,486 3,495
Weighted average number of ordinary
shares assumed to be issued for basic
earnings per share (000) 1,061,683 1,061,683
Basic and diluted loss per share (cents) 0.14 0.33
The diluted earnings per share is the same as basic earnings per share as there are no
dilutive potential ordinary shares.
APPENDIX B REPORTING ACCOUNTANTS REPORT ON
THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR
THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011
AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
B-13
This page has been intentionally left blank.
The discussion below provides information about certain provisions of our Memorandum and
Articles of Association and certain aspects of Singapore company law. This description is only a
summary and is qualified by reference to the Companies Law and our Memorandum and Articles
of Association. The instruments that constitute and define us are our Memorandum and Articles
of Association.
REGISTRATION NUMBER
We are registered in Singapore with the Accounting and Corporate Regulatory Authority. Our
company registration number is 201301242M.
SUMMARY OF OUR ARTICLES OF ASSOCIATION
1. Directors
(a) Ability of interested directors to vote
A Director shall not vote in respect of any contract, proposed contract or arrangement
or any other proposal in which he has any personal material interest, and he shall not
be counted in the quorum present at the meeting.
(b) Remuneration
Fees payable to non-executive Directors shall be a fixed sum (not being a commission
on or a percentage of profits or turnover of the Company) as shall from time to time be
determined by the Company in general meeting. Fees payable to Directors shall not be
increased except at a general meeting convened by a notice specifying the intention to
propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director, may be
paid extra remuneration by way of salary, commission or otherwise, as the Directors
may determine.
The remuneration of a Managing Director shall be fixed by the Directors and may be by
way of salary or commission or participation in profits or by any or all of these modes
but shall not be by a commission on or a percentage of turnover. The Directors shall
have power to pay pensions or other retirement, superannuation, death or disability
benefits to (or to any person in respect of) any Director for the time being holding any
executive office and for the purpose of providing any such pensions or other benefits,
to contribute to any scheme or fund or to pay premiums.
(c) Borrowing
Our Directors may exercise all the powers of our Company to raise or borrow money,
to mortgage or charge its undertaking, property and uncalled capital, and to secure any
debt, liability or obligation of our Company.
APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCATION
OF OUR COMPANY
C-1
(d) Retirement Age Limit
There is no retirement age limit for Directors under our Articles of Association. Section
153 of the Companies Act however, provides that no person of or over the age of 70
years shall be appointed a director of a public company, unless he is appointed or
re-appointed as a director of the Company or authorised to continue in office as a
director of the Company by way of an ordinary resolution passed at an annual general
meeting of the Company.
(e) Shareholding Qualification
There is no shareholding qualification for Directors in the Memorandum and Articles of
Association of the Company.
2. Share rights and restrictions
We currently have one class of shares, namely, ordinary shares. Only persons who are
registered on our register of shareholders are recognised as our shareholders. In cases
where the person so registered is CDP, the persons named as the depositors in the
depository register maintained by CDP for the ordinary shares are recognised as our
shareholders.
(a) Dividends and distribution
We may, by ordinary resolution of our shareholders, declare dividends at a general
meeting, but we may not pay dividends in excess of the amount recommended by our
Directors. We must pay all dividends out of profits available for distribution. We may
capitalise any sum standing to the credit of any of the Companys reserve accounts and
apply it to pay dividends, if such dividends are satisfied by the issue of shares to our
shareholders. All dividends are paid pro-rata amongst our shareholders in proportion to
the amount paid up on each shareholders ordinary shares, unless the rights attaching
to an issue of any ordinary share provide otherwise. Unless otherwise directed,
dividends are paid by cheque or warrant sent through the post to each shareholder at
his registered address. Notwithstanding the foregoing, the payment by us to CDP of any
dividend payable to a shareholder whose name is entered in the depository register
shall, to the extent of payment made to CDP, discharge us from any liability to that
shareholder in respect of that payment.
The payment by the Directors of any unclaimed dividends or other monies payable on
or in respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof. All dividends unclaimed after being declared may be invested
or otherwise made use of by the Directors for the benefit of the Company. Any dividend
unclaimed after a period of six years after having been declared may be forfeited and
shall revert to the Company but the Directors may thereafter at their discretion annul
any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior
to the forfeiture.
The Directors may retain any dividends or other monies payable on or in respect of a
share on which our Company has a lien, and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCATION
OF OUR COMPANY
C-2
(b) Voting rights
A holder of our ordinary shares is entitled to attend and vote at any general meeting, in
person or by proxy. Proxies need not be a shareholder. A person who holds ordinary
shares through the SGX-ST book-entry settlement system will only be entitled to vote
at a general meeting as a shareholder if his name appears on the depository register
maintained by CDP at least 48 hours before the general meeting. Except as otherwise
provided in our Articles of Association, two or more shareholders must be present in
person or by proxy to constitute a quorum at any general meeting. Under our Articles
of Association, on a show of hands, every shareholder present in person and by proxy
shall have one vote, and on a poll, every shareholder present in person or by proxy shall
have one vote for each ordinary share which he holds or represents. A poll may be
demanded in certain circumstances, including by the Chairman of the meeting or by any
shareholder present in person or by proxy and representing not less than 10% of the
total voting rights of all shareholders having the right to attend and vote at the meeting
or by any two shareholders present in person or by proxy and entitled to vote. In the
case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting
shall be entitled to a casting vote.
3. Change in capital
Changes in the capital structure of our Company (for example, an increase, consolidation,
cancellation, sub-division or conversion of our share capital) require shareholders to pass an
ordinary resolution. General meetings at which ordinary resolutions are proposed to be
passed shall be called by at least 14 days notice in writing. The notice must be given to each
of our shareholders who have supplied us with an address in Singapore for the giving of
notices and must set forth the place, the day and the hour of the meeting. The reduction of
our share capital is subject to the conditions prescribed by law.
4. Variation of rights of existing shares or classes of shares
Subject to the Companies Act, whenever the share capital of the Company is divided into
different classes of shares, the special rights attached to any class may be varied or
abrogated either with the consent in writing of the holders of three-quarters of the total voting
rights of the issued shares of the class or with the sanction of a special resolution passed at
a separate general meeting of the holders of the shares of the class. To every such separate
general meeting, the provisions of our Articles of Association relating to general meetings of
the Company and to the proceedings thereat shall mutatis mutandis apply, except that the
necessary quorum shall be two persons holding or representing by proxy at least one-third
of the total voting rights of the issued shares of the class, and that any holder of shares of
the class present in person or by proxy may demand a poll and that every such holder shall
on a poll have one vote for every share of the class held by him, provided always that where
the necessary majority for such a special resolution is not obtained at such general meeting,
consent in writing if obtained from the holders of three-quarters of the total voting rights of
the issued shares of the class concerned within two months of such general meeting shall be
as valid and effectual as a special resolution carried at such general meeting. These
provisions shall apply to the variation or abrogation of the special rights attached to some
only of the shares of any class as if each group of shares of the class differently treated
formed a separate class the special rights whereof are to be varied or abrogated.
APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCATION
OF OUR COMPANY
C-3
The relevant Article does not impose more significant conditions than the Companies Act in
this regard.
5. Limitations on foreign or non-resident shareholders
There are no limitations imposed by Singapore law or by our Articles of Association on the
rights of our shareholders who are regarded as non-residents of Singapore, to hold or vote
their shares.
APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCATION
OF OUR COMPANY
C-4
APPENDIX D LEGAL OPINIONS
D-1



The New York Times Building
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www.pepperlaw.com




June 27, 2013



Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Re: Offer Document to be issued by Rex International Holding Pte. Ltd. (to
be renamed Rex International Holding Limited) (Rex International)
in connection with the proposed listing of the shares of Rex International
on the Catalist of the Singapore Exchange Securities Trading Limited.


Ladies and Gentlemen:
We have acted as special counsel to Rex International, a company limited by shares
incorporated under the Companies Act, Chapter 50 of Singapore, in connection with the proposed listing
of the shares of Rex International on the Catalist of the Singapore Exchange Securities Trading Limited
(the SGX) in connection with an initial public offering (the Initial Public Offering and collectively,
the Transaction). This opinion letter is being furnished to Rex International, PrimePartners Corporate
Finance Pte. Ltd. and UOB Kay Hian Private Limited at the request of Rex International in connection
with the Transaction. This opinion has been prepared solely for inclusion in the offer document of Rex
International in connection with the Initial Public Offering of the shares of Rex International on the SGX.
For the purpose of rendering this opinion letter, our examination of documents relating
to: (i) Rex US Ventures LLC, a Delaware limited liability company (RUV); (ii) Rex U.S. Operating,
Inc., a Delaware corporation (RexOp); (iii) Loyz Rex Drilling Services, LLC, a Delaware limited
APPENDIX D LEGAL OPINIONS
D-2






liability company (Loyz and collectively with RUV and RexOp, the Delaware Companies); (iv) Fram
Americas LLC, a Colorado limited liability company (Fram Am); (v) Fram Federal Corporation, a
Colorado corporation (Fram Fed); and (vi) Fram Operating LLC, a Colorado limited liability company
(Fram Op, and together with Fram Am and Fram Fed, the Colorado Companies and collectively with
the Delaware Companies, each, a Company and collectively, the Companies), in each case, has been
limited to the examination of originals or copies of (A) the documents set forth on Schedule 1, attached
hereto (collectively, the Diligence Documents), and (B) the following:
Certificate of Formation of Rex US Ventures LLC, dated October 16, 2012 and
filed with the Secretary of State of the State of Delaware on October 25, 2012, as certified by a manager
of RUV to be true, correct and in effect on the date hereof (the RUV Certificate of Formation);
Certificate of Incorporation of Rex U.S. Operating, Inc., dated May 31, 2013 and
filed with the Secretary of State of the State of Delaware on May 31, 2013, as certified by an officer of
RexOp to be true, correct and in effect on the date hereof (the RexOp Certificate of Incorporation);
Certificate of Formation of Loyz Rex Drilling Services, LLC, dated November
12, 2012 and filed with the Secretary of State of the State of Delaware on November 13, 2012, as certified
by an officer of Loyz to be true, correct and in effect on the date hereof (the Loyz Certificate of
Formation and together with the RUV Certificate of Formation, the Delaware Certificates of
Formation);
Bylaws of Rex U.S. Operating, Inc., dated May 31, 2013, as certified by an
officer of RexOp to be true, correct and in effect on the date hereof (the RexOp Bylaws and together
with the RexOp Certificate of Incorporation, the RexOp Charter and Bylaws);
Operating Agreement of Rex US Ventures LLC, dated October 25, 2012, as
certified by a manager of RUV to be true, correct and in effect on the date hereof (the RUV Operating
Agreement);
Operating Agreement for Loyz Rex Drilling Services, LLC, dated November 12,
2012, as certified by an officer of Loyz to be true, correct and in effect on the date hereof (the Loyz
Operating Agreement and together with the RUV Operating Agreement, the Delaware Operating
Agreements);
a Good Standing Certificate of RUV issued by the Secretary of State of the State
of Delaware on June 14, 2013 (the RUV Good Standing Certificate and collectively with the RUV
Certificate of Formation and the RUV Operating Agreement, the RUV Governing Documents);
a Good Standing Certificate of RexOp issued by the Secretary of State of the
State of Delaware on June 14, 2013 (the RexOp Good Standing Certificate and collectively with the
RexOp Charter and Bylaws, the RexOp Governing Documents); and
a Good Standing Certificate of Loyz issued by the Secretary of State of the State
of Delaware on June 14, 2013 (the Loyz Good Standing Certificate and collectively with the Loyz
Certificate of Formation and the Loyz Operating Agreement, the Loyz Governing Documents, and the
Loyz Governing Documents collectively with the RUV Governing Documents and the RexOp Governing
APPENDIX D LEGAL OPINIONS
D-3






Documents, the Delaware Governing Documents, and the Delaware Governing Documents collectively
with the Diligence Documents, the Documents).
In addition, we have made such examination of laws, certificates of public officials, and
certificates of officers and managers of the Companies as we have deemed necessary to enable us to
render the opinions in this letter. Without limiting the foregoing, and with your permission: (i) as to our
opinion in paragraph 1 below, we have relied solely upon the RUV Good Standing Certificate, the RexOp
Good Standing Certificate and the Loyz Good Standing Certificate with respect to RUV, RexOp and
Loyz, respectively, certifying to the good standing of such Companies as of the date of such certificates,
and our opinion in paragraph 1 is as of such date only; (ii) as to our opinions in paragraph 8, we have
relied solely upon searches of the Recording Office, which such searches were conducted between May 8,
2013 and May 16, 2013, and the FramAm Backup Certificate (as hereinafter defined); (iii) as to our
opinions in paragraph 9, we have relied solely upon searches of the BLM System conducted on May 16,
2013, the Fram-Fed BLM System Assignment (as hereinafter defined) and the FramAm Backup
Certificate; (iv) as to our opinions in paragraphs 10 and 11, we have relied solely upon searches of the
online databases maintained by CGCC, CDPHE and NDOGD, respectively (all as hereinafter defined),
which such searches were conducted on May 16, 2013, and our opinions in such paragraphs are as of such
date only; and (v) as to our opinion in paragraph 12 below, we have relied solely upon searches of the
dockets of the district and federal courts of the State of Delaware indicated on the attached Schedule 4
(the Court Searches), which such searches were conducted as of June 21, 2013, and our opinion in
paragraph 12 is as of such date only.
As to matters of fact relevant to the opinions herein expressed, we have assumed the
accuracy and completeness of, and have relied upon, the representations and warranties of Rex
International contained in the listing application required to be submitted to SGX in connection with the
Transaction (the Listing Application) and in certificates of officers and/or managers of each of the
Companies and certificates of public officials. We have further assumed that each of the Delaware
Operating Agreements, the Delaware Certificates of Formation and the RexOp Charter and Bylaws
constitute the entire agreement among the parties thereto with respect to the subject matter thereof,
including with respect to the creation, governance and termination of the respective Delaware Companies,
and that the Delaware Operating Agreements, the RexOP Charter and Bylaws and the respective
Delaware Certificates of Formation are in full force and effect and have not been amended. We have
further assumed that (i) the execution and delivery of the Delaware Operating Agreements by the
members thereof and the performance of their respective obligations thereunder and (ii) the performance
of the sole stockholders obligations under the RexOp Charter and Bylaws, in each case, do not conflict
with, or violate, any other agreement (other than the Documents) binding on such members, stockholder
or any Applicable Laws to which such members, stockholder and Rex International are subject.
Where matters are stated to be to our knowledge, to our knowledge after due inquiry
or otherwise known to us or words of similar import, our knowledge is limited to the actual knowledge
of the attorneys in our office who have participated in the review of the Documents. We have not
independently verified the accuracy of the matters set forth in the Documents or in the written statements
or certificates upon which we have relied. We have not undertaken any lien, intellectual property, suit or
judgment searches or searches of court dockets in any jurisdiction. We have not been asked to review or
search matters of real estate title, particularly with respect to the Leases (hereinafter defined).
APPENDIX D LEGAL OPINIONS
D-4






We have assumed with your permission:
(i) the due execution and delivery, pursuant to due authorization, of the Documents;
(ii) the genuineness of the signatures of, and the authority of, persons signing the
Documents on behalf of the underlying parties thereto;
(iii) the genuineness of all signatures and the authenticity and completeness of all
records, certificates, instruments and documents submitted to us as originals;
(iv) the conformity to authentic originals of all records, certificates, instruments and
documents submitted to us as certified, conformed, photostatic or facsimile copies
thereof;
(v) that the consideration required to be paid for the issuance of the issued and
outstanding Interests (as hereinafter defined) and Shares (as hereinafter defined) by the
respective Delaware Companies has, in fact, been paid to and received by each Company,
respectively;
(vi) that there are no defects of title with respect to any lessors ownership interests
encumbered by the Leases or with respect to any lessees leasehold interests created by
the Leases;
(vii) that the lessor under each lease set forth under the heading Fee Leases on
Schedule 1 (as amended, each a Fee Lease and collectively, the Fee Leases) and each
lease set forth under the heading Federal Leases on Schedule 1 (as amended, each, a
Federal Lease and collectively, the Federal Leases, and together with the Fee Leases,
each a Lease and collectively the Leases) had, at the time of the execution and
delivery of such Lease, unconditional and indefeasible legal and beneficial title to the oil
and gas underlying the land described in such Lease, and the full right, power and
authority to own and lease the same, and that such lessor has not conveyed or
encumbered and will not convey or encumber any interest in the oil or gas prior to the
payment of recording fees and other charges required to be paid in respect to the
recording of such Lease and all Assignments (hereinafter defined) thereof, and the due
recordation, legible imaging and proper indexing of such Lease and all Assignments
thereof in the Recording Office;
(viii) that the land described in each Lease is entirely located in Mesa County, Colorado;
(ix) that the legal description of the land in each Lease is accurate and complete;
(x) that each party to each Lease, including all predecessors and successors in title to the
lessors interest and all assignors and assignees of the lessees interest (each a Lease
Party and collectively the Lease Parties) is duly organized under the laws of its
respective jurisdiction of organization, is validly existing and in good standing or the
equivalent under the laws of its jurisdiction of organization, and has the requisite power
and authority to execute, deliver and perform its obligations under the applicable Lease
APPENDIX D LEGAL OPINIONS
D-5






and each assignment of the lessees interest therein (as amended, each an Assignment
and collectively the Assignments);
(xi) that each Lease and each Assignment constitutes the legal, valid and binding
obligation of each Lease Party thereto, enforceable in accordance with its terms against
such Lease Party;
(xii) that the execution, delivery and performance by each Lease Party of each Lease and
each Assignment, do not conflict with, result in a breach or violation of, or constitute a
default under the governing documents of such Lease Party;
(xiii) that there has not been any mutual mistake of fact, fraud, duress or undue influence
in connection with any Lease or any Assignment;
(xiv) that the terms and conditions of each Lease and each Assignment have not been
amended, modified or supplemented by any other agreement or understanding of any
applicable Lease Parties or by the waiver of any of the material provisions thereof;
(xv) that there are no agreements or understandings, written or oral, among the Lease
Parties to any Lease or any Assignment, and there is no usage of trade or course of prior
dealing among the Lease Parties, that would, in either case, define, supplement or qualify
the terms of the Lease or the Assignment;
(xvi) that each Lease Party has acted without notice of any defense against the
enforcement of any rights created by any applicable Lease or Assignment;
(xvii) that each Lease Party has complied with all laws, rules and regulations applicable
to it with respect to the applicable Lease or Assignment;
(xviii) that each Lease Party to each Lease and each Assignment has complied with all of
its respective covenants and agreements under such Lease or Assignment;
(xix) that all factual and legal matters contained in the Documents, including the
warranties and representations set forth therein, are true and correct and are not
inconsistent with the factual and legal assumptions set forth herein;
(xx) that the entity identified as Fram Americas, LLC in the Leases and the
Assignments is Fram Am, notwithstanding the inclusion a comma (,) punctuation mark
which is not in the precise entity name of Fram Am; and that the entity identified as
Evertson Exploration Company, LLC in certain of the Assignments is Evertson
Exploration, LLC, a Wyoming limited liability company, notwithstanding the inclusion
of the word Company which is not in the precise name of the limited liability company;
and
(xxi) that the Fram-Fed BLM System Assignment has been duly authorized, executed
and delivered by Fram Am and Fram Fed, and duly filed with the BLM; that all filing
fees and other charges required to be paid in respect to the filing of the Fram-Fed BLM
APPENDIX D LEGAL OPINIONS
D-6






System Assignment have been paid; and that the Fram-Fed BLM System Assignment is
enforceable in accordance with its terms.
We are not admitted to practice law in the State of Colorado or State of North Dakota.
This opinion letter is limited solely to matters governed by the laws of the State of Delaware, and federal
laws of the United States of America, and is, in all cases, limited to those laws, statutes and regulations
which we recognize are customarily applicable to transactions of the type contemplated by the
Transaction based upon our experience, without regard to conflict or choice of laws principles (the
Applicable Laws) and we do not purport to express any opinion herein with respect to the laws of any
other state or jurisdiction (including without limitation, the Republic of Singapore). We further assume
that a court in the State of Delaware would not apply the substantive law of a state or country other than
the state or country whose law is covered by this opinion letter or selected in the agreements governing
the Transaction notwithstanding that states or countrys law and its relationship to the transactions
contemplated by the Transaction.
Subject to the foregoing and the qualifications and limitations set forth below, we are of
the opinion that:
1. Each of RUV and Loyz is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, with limited liability company
power and authority to own its properties and conduct its business as presently
conducted, to our knowledge. RexOp is validly existing as a corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as presently conducted, to
our knowledge.
2. The Interests (as hereinafter defined) of RUV and Loyz have been duly and
validly issued free of any preemptive or other rights afforded by such Delaware
Company to subscribe for or purchase Interests under Applicable Law or any
agreement known to us. Under the Delaware Limited Liability Company Act, as
amended, the members of RUV and Loyz shall have no obligation to make
further payments for their respective purchases of Interests solely by reason of
their ownership of Interests or their status as a member of such Delaware
Company, except as provided in the Delaware Operating Agreements of RUV
and Loyz, respectively, and except for their respective obligations to repay funds
wrongfully distributed to them. The Shares (as hereinafter defined) of RexOp
have been duly authorized and validly issued and are fully paid and non-
assessable under the Delaware General Corporation Law, as amended.
3. The issuance and sale of the shares of Rex International in the Initial Public
Offering and the consummation by Rex International of the Transaction do not,
to our knowledge, conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under the provisions of any
Delaware Operating Agreement, Delaware Certificate of Formation or the RexOp
Charter and Bylaws or any permit or license known to us of RUV, RexOp or
Loyz, respectively, or the Delaware Limited Liability Company Act, as amended,
or the Delaware General Corporation Law, as amended.
APPENDIX D LEGAL OPINIONS
D-7






4. To our knowledge, no consent or approval or authorization or order or
registration or qualification of or with any Delaware court or governmental
agency is required by the Companies for the consummation of the Transaction by
Rex International.
5. Based solely upon our review of the RUV Governing Documents and the RUV
Backup Certificate (as defined on Schedule 1, attached hereto), all of the limited
liability company membership interests of RUV (collectively, the RUV
Membership Interests) are owned by Rex US Ltd.
6. Based solely upon our review of the RexOp Governing Documents and the
RexOp Backup Certificate (as defined on Schedule 1, attached hereto), all of the
shares of capital stock of RexOp (collectively, the Shares) are owned by RUV.
7. Based solely upon our review of the Loyz Governing Documents and the Loyz
Backup Certificate (as defined on Schedule 1, attached hereto), the units of
limited liability company ownership interests of Loyz (the Units and
collectively with the RUV Membership Interests, the Interests), are owned as
follows: 51 Units are owned by Loyz USA Holdings LLC, and 49 Units are
owned by RUV.
8. Each Fee Lease identified on Schedule 1 as having been recorded has been
recorded in the Recording Department of the Office of the Clerk and Recorder of
Mesa County, Colorado (the Recording Office). Each Assignment of a Fee
Lease identified on Schedule 1 as having been recorded has been recorded in the
Recording Office. Based solely on our review of the Fee Leases and
Assignments thereof, images of which are publicly available through the website
of the Recording Office, and copies of unrecorded Fee Leases and Assignments
provided to us by Fram Am, Fram Am holds a valid interest in each Fee Lease;
provided that with respect to each Fee Lease, Fram Ams rights are subject to the
payment of royalties, and may be subject to the payment of overriding royalties.
We express no opinion on the percentage interest held by Fram Am in any Fee
Lease.
9. Each Federal Lease identified on Schedule 1 as having been recorded has been
recorded in the Recording Office. Each Assignment of a Federal Lease identified
on Schedule 1 as having been recorded has been recorded in the Recording
Office. Each Federal Lease identified on Schedule 1 has been registered on the
Case Recordation system of the Legacy Rehost System (LR2000) of the Bureau
of Land Management of the United States Department of the Interior (the BLM
System). Based solely upon our review of the Mass Serial Register Page on the
BLM System for each Federal Lease and the Fram-Fed BLM System
Assignment, Fram Fed holds a valid interest in such Federal Lease; provided that
with respect to each Federal Lease, Fram Feds rights are subject to the payment
of royalties, and may be subject to the payment of overriding royalties. We
express no opinion on the percentage interest held by Fram Fed in any Federal
Lease. We have not reviewed any documents identified on the Mass Serial
Register Page for any Federal Lease.
APPENDIX D LEGAL OPINIONS
D-8






10. Based solely on our review of (a) the online database maintained by the Colorado
Oil and Gas Conservation Commission (CGCC) and (b) the online database
maintained by the Colorado Department of Public Health and Environment
(CDPHE), we have confirmed that each Company holds the permits set forth
under its respective name as set forth on Schedule 2, attached hereto (each, a
Permit and collectively, the Permits). The Permits are necessary for each
such Company in connection with the conduct of its respective business (as
presently known to us) in Colorado.
11. Based solely upon our review of the online database of the North Dakota
Industrial Commission, Department of Mineral Resources, Oil and Gas Division
(NDOGD), Fram Op is designated as an operator in North Dakota. Based
solely upon our review of the online database maintained by CGCC, Fram Op
has received operator number 10310 for the State of Colorado. Based solely
upon our review of the Federal Bond (as defined in Schedule 1), Fram Op is
bonded as an oil and gas operator by the BLM for the Federal Leases.
12. Based solely upon our review of the Court Searches, there is no material
litigation against any of the Companies pending in the State of Delaware.
13. Based solely upon our review of the Documents, we have no knowledge of any
non-compliance with respect thereto that would create a material adverse effect
on the operations of the Companies, taken collectively as a whole. Based solely
upon our review of the Permits and the Officers Certificates, we have no
knowledge of any Permit having been revoked, withdrawn or rescinded in such a
manner that would create a material adverse effect on the operations of the
Companies, taken collectively as a whole.
The opinions set forth herein are further subject to and limited by the following:
a. This opinion letter is given as of the date hereof and is based on Applicable Laws
as they exist and are construed as of the date hereof. We assume no obligation to
update or supplement this opinion letter to reflect any facts or circumstances that
may come to our attention after the date hereof, or any changes in laws or
regulations that may occur after the date hereof;
b. The rights of the parties to each Document are further subject to any
requirements of fair dealing and conscionability;
c. We express no opinion as to matters not specifically referred to herein and under
no circumstances are you to infer, from anything stated or not stated herein, any
opinion with respect to any matter to which reference is not made herein. In
furtherance and not in limitation of the foregoing, no opinion is herein rendered
with respect to any of the topics listed under Section 19, Specific Legal Issues,
of the Third Party Legal Opinion Report, published in 1991 by the Section of
Business Law of the American Bar Association (set forth on Schedule 3 hereto);
APPENDIX D LEGAL OPINIONS
D-9






d. Without limitation to our opinions set forth in paragraphs 8 and 9, we express no
opinion as to the existence or quality of title to any interest in real or personal
property;
e. Without limitation to the foregoing, as to our opinions in paragraphs 2, 5, 6 and
7, we have assumed the accuracy and completeness of the RUV Backup
Certificate, the RexOp Backup Certificate and the Loyz Backup Certificate
delivered to us on the date hereof;
f. The maintenance of each Lease in effect beyond the expiration of the primary
term is subject to the fulfillment by the applicable lessee of specified conditions.
We express no opinion as to the satisfaction of such conditions or the continued
validity of any Lease;
g. We express no opinion with respect to (i) the adequacy or accuracy of the
description of any real or personal property; or (ii) the accuracy of the tax parcel
identification number; and
h. Without limitation to the foregoing, as to our opinions in paragraphs 10, 11 and
13, we express no opinion as to whether any Company has obtained every license
or permit required to conduct its respective business as presently conducted.

This opinion is rendered only to the addressees set forth above and is solely for the
benefit of the addressees. This opinion may not be quoted to or relied upon by any person or entity other
than such addressees without the express prior written consent of a partner of this firm, except that we
hereby consent to Rex International submitting a copy of this opinion (with no right of reliance) as part of
its public filing to the SGX in connection with the Transaction.
Very truly yours,

Pepper Hamilton LLP
APPENDIX D LEGAL OPINIONS
D-10






Schedule 1
Diligence Documents
Managers Certificate of Rex US Ventures LLC, dated June 27, 2013 (the RUV Backup Certificate);
Officers Certificate of Loyz Rex Drilling Services, LLC, dated June 27, 2013 (the Loyz Backup
Certificate);
Officers Certificate of Rex U.S. Operating, Inc., dated June 27, 2013 (the RexOp Backup Certificate);
Officers Certificate of Fram Americas LLC, dated June 27, 2013 (the FramAm Backup Certificate)
Officers Certificate of Fram Operating LLC, dated June 27, 2013 (the FramOp Backup Certificate);
Officers Certificate of Fram Federal Corporation, dated June 27, 2013 (the FramFed Backup
Certificate and collectively with the RUV Backup Certificate, the RexOp Backup Certificate, the Loyz
Backup Certificate, the FramAm Backup Certificate and the FramOp Backup Certificate, the Officers
Certificates); and
United States Department of the Interior, Bureau of Land Management, Assignment of Record Title
Interest in a Lease for Oil and Gas or Geothermal Resources (the Fram-Fed BLM System Assignment)
dated June 14, 2013, between Fram Americas LLC, a Colorado limited liability company, as Assignor,
and Fram Federal Corporation, a Colorado corporation, as Assignee.
Fee Leases
(see attached chart for list of Fee Leases)
APPENDIX D LEGAL OPINIONS
D-11

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0
,


4
.


R
e
v
i
v
o
r

a
n
d

S
e
c
o
n
d

A
m
e
n
d
m
e
n
t

t
o

O
i
l

a
n
d

G
a
s

L
e
a
s
e

l
a
s
t

e
x
e
c
u
t
e
d

7
/
1
2
/
1
2


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

6
,

2
0
1
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
3
7
,

P
a
g
e
s

7
2
2
-
7
2
9

5
.


A
s
s
i
g
n
m
e
n
t

o
f

O
i
l

a
n
d

G
a
s

L
e
a
s
e
s

e
f
f
e
c
t
i
v
e

M
a
r
c
h

2
7
,

2
0
0
3

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C


A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


R
e
c
o
r
d
e
d
:


M
a
y

1
9
,

2
0
0
3


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
3
6
1
,

P
a
g
e

9
7
2

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

a
n
d

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

7
,

2
0
0
3
,

b
y

a
n
d

b
e
t
w
e
e
n

G
a
r
y

N
.

L
o
u
g
h
,

G
r
e
g
o
r
y

A
.

L
o
u
g
h
,

R
i
c
h
a
r
d

S
.

L
o
u
g
h

a
n
d

R
o
d
g
e
r

B
.

L
o
u
g
h

(
a
s

L
e
s
s
o
r
s
)

a
n
d

S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

(
a
s

L
e
s
s
e
e
)

2
.


A
m
e
n
d
m
e
n
t

t
o

O
i
l

a
n
d

G
a
s

L
e
a
s
e

l
a
s
t

e
x
e
c
u
t
e
d

4
/
2
2
/
1
0


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A


APPENDIX D LEGAL OPINIONS
D-12

2

#
1
8
5
9
5
8
3
1

v
1

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

APPENDIX D LEGAL OPINIONS
D-13

3

#
1
8
5
9
5
8
3
1

v
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
5
1

M
c
C
l
e
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

A
p
r
i
l

1
6
,

2
0
0
7

L
e
s
s
o
r
:


L
i
l
l
i
a
n

C
.

M
c
C
l
e
a
n

L
e
s
s
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C


R
e
c
o
r
d
e
d

J
u
l
y

5
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
4
6
3
,

P
a
g
e

8
6
0

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
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e
:


F
r
a
m

A
m
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r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
0
2

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
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t
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v
e

S
e
p
t
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m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
2
2

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
4
1

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0


Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A


APPENDIX D LEGAL OPINIONS
D-14

4

#
1
8
5
9
5
8
3
1

v
1

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3


#
1
5
2

S
n
o
o
k
/

W
h
i
t
e
m
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


J
a
m
e
s

N
.

a
n
d

F
r
a
n
c
e
s

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
7
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


M
i
c
h
a
e
l

E
.

a
n
d

D
e
b
r
a

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

3
5
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


S
c
o
t
t

E
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
2
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
3
7
,

P
a
g
e

6
7
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


Y
e
s

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

N
O
T
E
:

C
a
n
n
o
t

a
s
s
i
g
n

a
n
y

o
n
e

o
f

t
h
e

5

l
e
a
s
e
s

t
o

a
n
y

o
n
e

t
r
a
c
t

n
u
m
b
e
r

(
#
#

1
5
2
,

1
7
1
-
1
7
4
)
.

E
a
c
h

i
s

a

W
h
i
t
e
m
a
n

l
e
a
s
e
;

W
h
i
t
e
m
a
n

o
w
n
s

5
0
%

i
n
t
e
r
e
s
t

i
n

a
l
l

t
r
a
c
t
s
;

e
a
c
h

o
f

t
h
e

i
n
d
i
v
i
d
u
a
l
s

l
i
s
t
e
d

o
n

c
o
v
e
r
s
h
e
e
t

a
n
n
e
x
e
d

o
w
n
s

a

1
/
5

u
n
d
i
v
i
d
e
d

i
n
t
e
r
e
s
t

i
n

e
a
c
h

o
f

t
h
e

5

t
r
a
c
t
s
;

t
h
e

o
t
h
e
r

5
0
%

o
w
n
e
r

o
f

a
l
l

o
f

t
h
e

t
r
a
c
t
s

h
a
s

n
o
t

g
i
v
e
n

a

l
e
a
s
e

t
o

a
n
y
o
n
e
.


APPENDIX D LEGAL OPINIONS
D-15

5

#
1
8
5
9
5
8
3
1

v
1

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1


L
e
s
s
o
r
:

A
l
i
s
a

C
a
m
p
b
e
l
l


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
5
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
8
,

P
a
g
e

9
3
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1


L
e
s
s
o
r
:


R
o
b
e
r
t

T
o
d
d

W
i
l
s
o
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


#
1
5
6

K
i
s
s
i
n
g
e
r


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

N
o
v
e
m
b
e
r

1
7
,

2
0
0
9


L
e
s
s
o
r
:


K
e
l
l
e
e

L
.

K
i
s
s
i
n
g
e
r

&

N
e
l
a
n
d

K
i
s
s
i
n
g
e
r


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

D
e
c
e
m
b
e
r

3
1
,

2
0
0
9
,

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
9
6
0
,

P
a
g
e

9
9
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
8
,

2
0
1
0

A
s
s
i
g
n
o
r
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:


M
a
y

5
,

2
0
1
0


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
0
0
7
,

P
a
g
e

7
8
1


Y
e
s

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

#
1
5
7

S
i
m
i
n
o
e
/
W
y
n
n

e
t

a
l


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

J
a
n
u
a
r
y

2
3
,

2
0
0
1


L
e
s
s
o
r
:


B
o
n
n
i
e

L
.

S
i
m
i
n
o
e
,

L
o
r
a

L
.

S
i
m
i
n
o
e

W
y
n
n

&

V
i
n
c
e
n
t

L
.

S
i
m
i
n
o
e
,

J
u
d
y

L
.

D
a
v
i
s

&

K
e
l
l
e
e

L
.

K
i
s
s
i
n
g
e
r


L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
6
,

2
0
1
1

\

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
8
0
7
,

P
a
g
e

6
9
5

Y
e
s


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

APPENDIX D LEGAL OPINIONS
D-16

6

#
1
8
5
9
5
8
3
1

v
1

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
2
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

R
e
c
o
r
d
e
d
:


J
u
l
y

2
3
,

2
0
0
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
8
9
1
,

P
a
g
e

4
4
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C
,

A
s
s
i
g
n
e
e

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
5
2

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C
,

A
s
s
i
g
n
o
r

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
,

A
s
s
i
g
n
e
e

R
e
c
o
r
d
e
d
:


J
u
l
y

9
,

2
0
0
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
4
1

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

1
0
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6


R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C


APPENDIX D LEGAL OPINIONS
D-17

7

#
1
8
5
9
5
8
3
1

v
1

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
2
.


R
a
t
i
f
i
c
a
t
i
o
n

a
n
d

R
e
n
t
a
l

D
i
v
i
s
i
o
n

O
r
d
e
r

d
a
t
e
d

S
e
p
t
e
m
b
e
r

2
8
,

2
0
0
7

R
e
c
o
r
d
e
d
:


D
e
c
e
m
b
e
r

3
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
5
6
3
,

P
a
g
e

5
2
0

1
3
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
4
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

APPENDIX D LEGAL OPINIONS
D-18

8

#
1
8
5
9
5
8
3
1

v
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

2
0
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

2
1
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
5
8

a
n
d

#
1
5
9

W
y
n
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

J
a
n
u
a
r
y

1
8
,

2
0
1
0


L
e
s
s
o
r
:

L
o
r
a

S
i
m
i
n
o
e

W
y
n
n

a
n
d

L
a
r
r
y

D
e
n
n
i
s

W
y
n
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
2
,

2
0
1
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
9
7
0
,

P
a
g
e

3
6
0

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
8
,

2
0
1
0

A
s
s
i
g
n
o
r
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:


M
a
y

5
,

2
0
1
0


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
0
0
7
,

P
a
g
e

7
8
1


Y
e
s
.

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

#
1
6
0

S
i
m
i
n
o
e


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

N
o
v
e
m
b
e
r

1
7
,

2
0
0
9


L
e
s
s
o
r
:


V
i
n
c
e
n
t

L
.

S
i
m
i
n
o
e

a
n
d

J
u
l
i
e

S
i
m
i
n
o
e


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

1
9
,

2
0
1
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
9
6
8
,

P
a
g
e

1
3
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
7
,

2
0
0
9

A
s
s
i
g
n
o
r
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:


M
a
y

5
,

2
0
1
0


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
0
0
7
,

P
a
g
e

7
8
1


Y
e
s
.

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

APPENDIX D LEGAL OPINIONS
D-19

9

#
1
8
5
9
5
8
3
1

v
1

#
1
6
3

W
a
l
l
a
c
e


1
.


O
i
l

a
n
d

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

5
,

2
0
0
7

L
e
s
s
o
r
:


S
h
a
w
n

J
.

a
n
d

C
i
n
d
y

A
.

W
a
l
l
a
c
e

L
e
s
s
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,


L
L
C

R
e
c
o
r
d
e
d
:


A
u
g
u
s
t

2
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
4
8
4
,

P
a
g
e

5
2
8

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
0
2

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
2
2

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
4
1

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3


Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A


#
1
6
6

L
a
m
b
e
r
t


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

A
u
g
u
s
t

7
,

2
0
0
9


L
e
s
s
o
r
:


M
.

M
a
r
g
a
r
e
t

L
a
m
b
e
r
t


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


A
u
g
u
s
t

2
5
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
9
0
7
,

P
a
g
e

8
9
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

A
u
g
u
s
t

7
,

2
0
0
9

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

Y
e
s
.

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A



APPENDIX D LEGAL OPINIONS
D-20

1
0

#
1
8
5
9
5
8
3
1

v
1

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:


M
a
y

5
,

2
0
1
0


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
0
0
7
,

P
a
g
e

7
8
1


#
1
6
7

W
h
i
t
i
n
g


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

A
p
r
i
l

3
,

2
0
0
7

L
e
s
s
o
r
:


J
o
h
n

L
.

W
h
i
t
i
n
g

L
e
s
s
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
u
n
e

6
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
4
4
0
,

P
a
g
e

6
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
0
2

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
2
2

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
4
1

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

7
.


P
e
r
s
o
n
a
l

R
e
p
r
e
s
e
n
t
a
t
i
v
e

s

D
e
e
d

o
f

D
i
s
t
r
i
b
u
t
i
o
n

d
a
t
e
d

M
a
r
c
h

1
9
,

2
0
1
0

G
r
a
n
t
o
r
:


L
o
i
s

C
.

W
h
i
t
i
n
g
,

a
s

P
e
r
s
o
n
a
l

R
e
p
r
e
s
e
n
t
a
t
i
v
e

o
f

t
h
e

E
s
t
a
t
e

o
f

J
o
h
n

L
.

W
h
i
t
i
n
g
,

d
e
c
e
a
s
e
d

G
r
a
n
t
e
e
:


L
o
i
s

C
.

W
h
i
t
i
n
g

a
s

T
r
u
s
t
e
e

o
f

t
h
e

L
o
i
s

C
.

W
h
i
t
i
n
g

L
i
v
i
n
g

T
r
u
s
t

d
a
t
e
d

D
e
c
e
m
b
e
r

3
0
,

2
0
0
9

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
2
,

2
0
1
0

Y
e
s

.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A



APPENDIX D LEGAL OPINIONS
D-21

1
1

#
1
8
5
9
5
8
3
1

v
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
9
9
1
,

P
a
g
e

4
4
3

8
.


A
s
s
i
g
n
m
e
n
t

o
f

O
i
l

&

G
a
s

L
e
a
s
e
s

d
a
t
e
d

M
a
r
c
h

2
9
,

2
0
1
3


[
N
O
T
E
:

A
S
S
I
G
N
M
E
N
T

O
F

L
E
S
S
O
R

S

I
N
T
E
R
E
S
T

O
N
L
Y
]

G
r
a
n
t
o
r
:


L
o
i
s

C
.

W
h
i
t
i
n
g
,

a
s

P
e
r
s
o
n
a
l

R
e
p
r
e
s
e
n
t
a
t
i
v
e

o
f

t
h
e

E
s
t
a
t
e

o
f

J
o
h
n

L
a
m
a
r

W
h
i
t
i
n
g

a
/
k
/
a

J
o
h
n

L
.

W
h
i
t
i
n
g

a
/
k
/
a

J
o
h
n

W
h
i
t
i
n
g
,

d
e
c
e
a
s
e
d

G
r
a
n
t
e
e
:


L
o
i
s

C
.

W
h
i
t
i
n
g
,

a
s

t
r
u
s
t
e
e

o
f

t
h
e

L
o
i
s

C
.

W
h
i
t
i
n
g

L
i
v
i
n
g

T
r
u
s
t

d
a
t
e
d

D
e
c
e
m
b
e
r

3
0
,

2
0
0
9

R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
9
,

2
0
1
3

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
4
5
2
,

P
a
g
e

3
5
3


#
1
6
8

M
a
n
s
u
r


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

D
e
c
e
m
b
e
r

8
,

2
0
0
0


L
e
s
s
o
r
:


J
o
h
n

W
.

M
a
n
s
u
r

&

V
i
c
t
o
r
i
a

R
a
e

M
a
n
s
u
r


L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
6
,

2
0
0
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
8
0
7
,

P
a
g
e

6
8
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
2
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

R
e
c
o
r
d
e
d
:


J
u
l
y

2
3
,

2
0
0
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
8
9
1
,

P
a
g
e

4
4
4

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C
,

A
s
s
i
g
n
e
e

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
5
2

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C
,

A
s
s
i
g
n
o
r

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
,

A
s
s
i
g
n
e
e

R
e
c
o
r
d
e
d
:


J
u
l
y

9
,

2
0
0
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
4
1

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

Y
e
s


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A


E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-22

1
2

#
1
8
5
9
5
8
3
1

v
1

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


C
o
r
r
e
c
t
i
o
n

t
o

O
i
l

&

G
a
s

L
e
a
s
e

e
x
e
c
u
t
e
d

J
u
n
e

8
,

2
0
0
5

R
e
c
o
r
d
e
d
:

J
u
n
e

1
4
,

2
0
0
5


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
9
2
0
,

P
a
g
e

3
1

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
2
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

APPENDIX D LEGAL OPINIONS
D-23

1
3

#
1
8
5
9
5
8
3
1

v
1

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
9
.


R
a
t
i
f
i
c
a
t
i
o
n

a
n
d

R
e
n
t
a
l

D
i
v
i
s
i
o
n

O
r
d
e
r

d
a
t
e
d

S
e
p
t
e
m
b
e
r

6
,

2
0
0
7

R
e
c
o
r
d
e
d
:

D
e
c
e
m
b
e
r

3
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
5
6
3
,

P
a
g
e

5
4
2

2
0
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7

2
1
.


R
a
t
i
f
i
c
a
t
i
o
n

o
f

O
i
l

a
n
d

G
a
s

L
e
a
s
e

d
a
t
e
d

J
a
n
u
a
r
y

1
9
,

2
0
1
2

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

3
0
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
2
5
3
,

P
a
g
e

4
2
4


#
1
7
0

1
.


O
i
l

a
n
d

G
a
s

L
e
a
s
e

d
a
t
e
d

J
a
n
u
a
r
y

1
3
,

2
0
1
1


Y
e
s
.

F
R
A
M

E
N
T
I
T
Y

H
A
S

APPENDIX D LEGAL OPINIONS
D-24

1
4

#
1
8
5
9
5
8
3
1

v
1

C
o
l
l
a
r
d
/

N
o
w
o
t
n
y


L
e
s
s
o
r
:


S
t
e
p
h
e
n

C
o
l
l
a
r
d

a
n
d

K
a
t
h
y

C
o
l
l
a
r
d


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

1
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
1
4
,

P
a
g
e

3
9
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
3
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

p
a
g
e

8
9
3


*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

a
n
d

G
a
s

L
e
a
s
e

d
a
t
e
d

J
a
n
u
a
r
y

1
4
,

2
0
1
1


L
e
s
s
o
r
:


T
h
o
m
a
s

N
o
w
o
t
n
y

a
n
d

D
a
w
n

N
o
w
o
t
n
y


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

4
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
1
,

P
a
g
e

1
8
0

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
4
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

p
a
g
e

8
9
3




A
N

E
X
T
R
A

C
O
M
M
A


#
1
7
1

S
n
o
o
k
/

W
h
i
t
e
m
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


J
a
m
e
s

N
.

a
n
d

F
r
a
n
c
e
s

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
7
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


M
i
c
h
a
e
l

E
.

a
n
d

D
e
b
r
a

L
.

W
h
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t
e
m
a
n


L
e
s
s
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e
:


F
r
a
m

A
m
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r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

3
5
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

N
O
T
E
:

C
a
n
n
o
t

a
s
s
i
g
n

a
n
y

o
n
e

o
f

t
h
e

5

l
e
a
s
e
s

t
o

a
n
y

o
n
e

t
r
a
c
t

n
u
m
b
e
r

(
#
#

1
5
2
,

1
7
1
-
1
7
4
)
.

E
a
c
h

i
s

a

W
h
i
t
e
m
a
n

l
e
a
s
e
;

W
h
i
t
e
m
a
n

o
w
n
s

5
0
%

i
n
t
e
r
e
s
t

i
n

a
l
l

t
r
a
c
t
s
;

e
a
c
h

o
f

t
h
e

i
n
d
i
v
i
d
u
a
l
s

l
i
s
t
e
d

o
n

c
o
v
e
r
s
h
e
e
t

a
n
n
e
x
e
d

o
w
n
s

a

1
/
5

u
n
d
i
v
i
d
e
d

i
n
t
e
r
e
s
t

i
n

e
a
c
h

o
f

t
h
e

5

t
r
a
c
t
s
;

t
h
e

o
t
h
e
r

5
0
%

o
w
n
e
r

o
f

a
l
l

o
f

t
h
e

t
r
a
c
t
s

h
a
s

n
o
t

g
i
v
e
n

a

l
e
a
s
e

t
o

a
n
y
o
n
e
.


APPENDIX D LEGAL OPINIONS
D-25

1
5

#
1
8
5
9
5
8
3
1

v
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
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t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


S
c
o
t
t

E
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
2
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
3
7
,

P
a
g
e

6
7
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
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e
:


C
l
e
m
e
n
t
s

C
a
p
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t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
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s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1


L
e
s
s
o
r
:

A
l
i
s
a

C
a
m
p
b
e
l
l


L
e
s
s
e
e
:


F
r
a
m

A
m
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r
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c
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s
,

L
L
C


R
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c
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r
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d
:

F
e
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a
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y

2
5
,

2
0
1
1


M
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s
a

C
o
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n
t
y

B
o
o
k

5
1
2
8
,

P
a
g
e

9
3
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
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c
t
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v
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F
e
b
r
u
a
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y

1
6
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
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c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
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t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1


L
e
s
s
o
r
:


R
o
b
e
r
t

T
o
d
d

W
i
l
s
o
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


APPENDIX D LEGAL OPINIONS
D-26

1
6

#
1
8
5
9
5
8
3
1

v
1

#
1
7
2

S
n
o
o
k
/

W
h
i
t
e
m
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


J
a
m
e
s

N
.

a
n
d

F
r
a
n
c
e
s

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
7
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


M
i
c
h
a
e
l

E
.

a
n
d

D
e
b
r
a

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

3
5
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


S
c
o
t
t

E
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
2
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
3
7
,

P
a
g
e

6
7
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1


L
e
s
s
o
r
:

A
l
i
s
a

C
a
m
p
b
e
l
l


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
5
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
8
,

P
a
g
e

9
3
6

Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

N
O
T
E
:

C
a
n
n
o
t

a
s
s
i
g
n

a
n
y

o
n
e

o
f

t
h
e

5

l
e
a
s
e
s

t
o

a
n
y

o
n
e

t
r
a
c
t

n
u
m
b
e
r

(
#
#

1
5
2
,

1
7
1
-
1
7
4
)
.

E
a
c
h

i
s

a

W
h
i
t
e
m
a
n

l
e
a
s
e
;

W
h
i
t
e
m
a
n

o
w
n
s

5
0
%

i
n
t
e
r
e
s
t

i
n

a
l
l

t
r
a
c
t
s
;

e
a
c
h

o
f

t
h
e

i
n
d
i
v
i
d
u
a
l
s

l
i
s
t
e
d

o
n

c
o
v
e
r
s
h
e
e
t

a
n
n
e
x
e
d

o
w
n
s

a

1
/
5

u
n
d
i
v
i
d
e
d

i
n
t
e
r
e
s
t

i
n

e
a
c
h

o
f

t
h
e

5

t
r
a
c
t
s
;

t
h
e

o
t
h
e
r

5
0
%

o
w
n
e
r

o
f

a
l
l

o
f

t
h
e

t
r
a
c
t
s

h
a
s

n
o
t

g
i
v
e
n

a

l
e
a
s
e

t
o

a
n
y
o
n
e
.


APPENDIX D LEGAL OPINIONS
D-27

1
7

#
1
8
5
9
5
8
3
1

v
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1


L
e
s
s
o
r
:


R
o
b
e
r
t

T
o
d
d

W
i
l
s
o
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


#
1
7
3

S
n
o
o
k
/

W
h
i
t
e
m
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


J
a
m
e
s

N
.

a
n
d

F
r
a
n
c
e
s

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
7
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


M
i
c
h
a
e
l

E
.

a
n
d

D
e
b
r
a

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

3
5
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

N
O
T
E
:

C
a
n
n
o
t

a
s
s
i
g
n

a
n
y

o
n
e

o
f

t
h
e

5

l
e
a
s
e
s

t
o

a
n
y

o
n
e

t
r
a
c
t

n
u
m
b
e
r

(
#
#

1
5
2
,

1
7
1
-
1
7
4
)
.

E
a
c
h

i
s

a

W
h
i
t
e
m
a
n

l
e
a
s
e
;

W
h
i
t
e
m
a
n

o
w
n
s

5
0
%

i
n
t
e
r
e
s
t

i
n

a
l
l

t
r
a
c
t
s
;

e
a
c
h

o
f

t
h
e

i
n
d
i
v
i
d
u
a
l
s

l
i
s
t
e
d

o
n

c
o
v
e
r
s
h
e
e
t

a
n
n
e
x
e
d

o
w
n
s

a

1
/
5

u
n
d
i
v
i
d
e
d

i
n
t
e
r
e
s
t

i
n

e
a
c
h

o
f

t
h
e

5

t
r
a
c
t
s
;

t
h
e

o
t
h
e
r

5
0
%

o
w
n
e
r

o
f

a
l
l

o
f

t
h
e

t
r
a
c
t
s

h
a
s

n
o
t

g
i
v
e
n

a

l
e
a
s
e

t
o

a
n
y
o
n
e
.


APPENDIX D LEGAL OPINIONS
D-28

1
8

#
1
8
5
9
5
8
3
1

v
1

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


S
c
o
t
t

E
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
2
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
3
7
,

P
a
g
e

6
7
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1


L
e
s
s
o
r
:

A
l
i
s
a

C
a
m
p
b
e
l
l


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
5
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
8
,

P
a
g
e

9
3
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1


L
e
s
s
o
r
:


R
o
b
e
r
t

T
o
d
d

W
i
l
s
o
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


#
1
7
4

S
n
o
o
k
/
W
h
i
t
e
m
a
n


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


J
a
m
e
s

N
.

a
n
d

F
r
a
n
c
e
s

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

I
N

E
A
C
H

L
E
A
S
E


APPENDIX D LEGAL OPINIONS
D-29

1
9

#
1
8
5
9
5
8
3
1

v
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
7
2

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


M
i
c
h
a
e
l

E
.

a
n
d

D
e
b
r
a

L
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

3
5
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1


L
e
s
s
o
r
:


S
c
o
t
t

E
.

W
h
i
t
e
m
a
n


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

M
a
r
c
h

2
2
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
3
7
,

P
a
g
e

6
7
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
9
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1


L
e
s
s
o
r
:

A
l
i
s
a

C
a
m
p
b
e
l
l


L
e
s
s
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:

F
e
b
r
u
a
r
y

2
5
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
8
,

P
a
g
e

9
3
6

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
6
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


N
O
T
E
:

C
a
n
n
o
t

a
s
s
i
g
n

a
n
y

o
n
e

o
f

t
h
e

5

l
e
a
s
e
s

t
o

a
n
y

o
n
e

t
r
a
c
t

n
u
m
b
e
r

(
#
#

1
5
2
,

1
7
1
-
1
7
4
)
.

E
a
c
h

i
s

a

W
h
i
t
e
m
a
n

l
e
a
s
e
;

W
h
i
t
e
m
a
n

o
w
n
s

5
0
%

i
n
t
e
r
e
s
t

i
n

a
l
l

t
r
a
c
t
s
;

e
a
c
h

o
f

t
h
e

i
n
d
i
v
i
d
u
a
l
s

l
i
s
t
e
d

o
n

c
o
v
e
r
s
h
e
e
t

a
n
n
e
x
e
d

o
w
n
s

a

1
/
5

u
n
d
i
v
i
d
e
d

i
n
t
e
r
e
s
t

i
n

e
a
c
h

o
f

t
h
e

5

t
r
a
c
t
s
;

t
h
e

o
t
h
e
r

5
0
%

o
w
n
e
r

o
f

a
l
l

o
f

t
h
e

t
r
a
c
t
s

h
a
s

n
o
t

g
i
v
e
n

a

l
e
a
s
e

t
o

a
n
y
o
n
e
.



APPENDIX D LEGAL OPINIONS
D-30

2
0

#
1
8
5
9
5
8
3
1

v
1

R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1


L
e
s
s
o
r
:


R
o
b
e
r
t

T
o
d
d

W
i
l
s
o
n


L
e
s
s
e
e
:

F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C


R
e
c
o
r
d
e
d
:


F
e
b
r
u
a
r
y

2
8
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
2
9
,

P
a
g
e

4
6
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

2
1
,

2
0
1
1

A
s
s
i
g
n
o
r
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d
:

A
u
g
u
s
t

9
,

2
0
1
1


M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
1
8
6
,

P
a
g
e

8
9
3


#
1
8
9

S
h
i
p
p


1
.


O
i
l

a
n
d

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

A
p
r
i
l

1
0
,

2
0
0
7

L
e
s
s
o
r
:


M
i
c
h
a
e
l

J
.

a
n
d

K
a
r
e
n

A
.

S
h
i
p
p

L
e
s
s
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
n
e

1
1
,

2
0
0
7

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
4
4
4
,

P
a
g
e

5
1
8

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
0
2

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
2
2

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
4
1

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

Y
e
s
.


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A


APPENDIX D LEGAL OPINIONS
D-31

2
1

#
1
8
5
9
5
8
3
1

v
1

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3



APPENDIX D LEGAL OPINIONS
D-32






Federal Leases
(see attached chart for list of Federal Leases)
APPENDIX D LEGAL OPINIONS
D-33

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

#
3


C
O
C
-
6
1
7
1
8

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
8

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C



A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
8

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C


APPENDIX D LEGAL OPINIONS
D-34

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

APPENDIX D LEGAL OPINIONS
D-35

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
5

C
O
C
-
6
1
8
4
7


1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

M
a
y

2
2
,

1
9
9
8
,

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
8

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C


A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

d
a
t
e
d

M
a
y

2
2
,

1
9
9
8
,

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
8

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-36

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

APPENDIX D LEGAL OPINIONS
D-37

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C


R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

APPENDIX D LEGAL OPINIONS
D-38

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
6

C
O
C
-
6
2
8
1
0

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
9

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
9

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-39

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

APPENDIX D LEGAL OPINIONS
D-40

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
7

C
O
C
-
6
2
8
1
1


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
9

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
.

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

8
,

2
0
0
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
7
6
9
,

P
a
g
e

2
1
9

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
.

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C


A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
.

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-41

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

APPENDIX D LEGAL OPINIONS
D-42

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

APPENDIX D LEGAL OPINIONS
D-43

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
8


C
O
C
-
6
2
8
1
4


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
9

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

1
9
9
9

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

5
,

2
0
0
1

A
s
s
i
g
n
o
r
:


S
u
n
n
y
s
i
d
e

P
r
o
d
u
c
t
i
o
n

C
o
m
p
a
n
y

L
L
C

A
s
s
i
g
n
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-44

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

APPENDIX D LEGAL OPINIONS
D-45

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
2


C
O
C
-
6
3
0
2
7


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
,

2
0
0
0

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

8
,

2
0
0
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
7
6
9
,

P
a
g
e

2
2
3

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-46

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

APPENDIX D LEGAL OPINIONS
D-47

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

APPENDIX D LEGAL OPINIONS
D-48

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
3


C
O
C
-
6
3
0
2
8


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
,

2
0
0
0

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

8
,

2
0
0
0


M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
7
6
9
,

P
a
g
e

2
2
7

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.
A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-49

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-50

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
4

C
O
C
-
6
3
0
2
9


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
,

2
0
0
0

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

8
,

2
0
0
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
7
6
9
,

P
a
g
e

2
3
1

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4


Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.
A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-51

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

APPENDIX D LEGAL OPINIONS
D-52

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

APPENDIX D LEGAL OPINIONS
D-53

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
1
5

C
O
C
-
6
3
0
3
0


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
a
n
u
a
r
y

1
,

2
0
0
0

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

8
,

2
0
0
0

M
e
s
a

C
o
u
n
t
y

B
o
o
k

2
7
6
9
,

P
a
g
e

2
3
5

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C


A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.
A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

3
0
,

2
0
0
0

A
s
s
i
g
n
o
r
:


G
r
e
a
t

N
o
r
t
h
e
r
n

G
a
s

C
o
m
p
a
n
y

A
s
s
i
g
n
e
e
:

E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-54

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

9
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
1
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

APPENDIX D LEGAL OPINIONS
D-55

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
8
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
2
4
A

C
O
C
-
6
4
7
4
6
/

F
o
s
t
e
r


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-56

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

9
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

APPENDIX D LEGAL OPINIONS
D-57

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

APPENDIX D LEGAL OPINIONS
D-58

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
2
5

C
O
C
-
6
4
9
4
9


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-59

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

9
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-60

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
2
6

C
O
C
-
6
4
9
5
0


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:

U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-61

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

9
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

APPENDIX D LEGAL OPINIONS
D-62

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
2
7

C
O
C
-
6
4
9
5
1


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

APPENDIX D LEGAL OPINIONS
D-63

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

3
.



A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4



4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-64

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

9
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

APPENDIX D LEGAL OPINIONS
D-65

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
2
8

C
O
C
-
6
4
9
5
2


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

C
o
m
p
a
n
y
,

L
L
C

A
s
s
i
g
n
e
e
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

4
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
7
3
,

P
a
g
e

8
6
4

3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

J
u
l
y

1
,

2
0
0
2

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C

A
s
s
i
g
n
o
r
:


S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C

R
e
c
o
r
d
e
d
:

J
u
l
y

9
,

2
0
0
2


M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
1
0
9
,

P
a
g
e

9
5
4

4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


C
M
C

D
r
i
l
l
i
n
g

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
2
0

5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n
,

L
L
C
;

S
t
i
l
l
w
a
t
e
r

E
n
e
r
g
y
,

L
L
C
;

E
v
e
r
t
s
o
n

O
p
e
r
a
t
i
n
g

C
o
m
p
a
n
y
,

I
n
c
.
;

W
h
i
t
e
w
a
t
e
r

G
a
s

G
a
t
h
e
r
i
n
g
,

L
L
C

A
s
s
i
g
n
e
e
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


N
o
v
e
m
b
e
r

1
8
,

2
0
0
4

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
7
8
1
,

P
a
g
e

6
3
9


Y
e
s
,

e
x
c
e
p
t

f
o
r
:

1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

J
u
n
e

1
,

2
0
0
1

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


E
v
e
r
t
s
o
n

E
x
p
l
o
r
a
t
i
o
n

L
L
C


F
R
A
M

E
N
T
I
T
Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N
,

L
L
C

I
S

M
I
S
T
A
K
E
N
L
Y

R
E
F
E
R
R
E
D

T
O

A
S

E
V
E
R
T
S
O
N

E
X
P
L
O
R
A
T
I
O
N

C
O
M
P
A
N
Y
,

L
L
C

APPENDIX D LEGAL OPINIONS
D-66

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

N
o
v
e
m
b
e
r

1
,

2
0
0
4

A
s
s
i
g
n
o
r
:


N
a
t
i
o
n
s
g
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


S
o
u
t
h

O
i
l
,

I
n
c
.

R
e
c
o
r
d
e
d
:


M
a
y

1
0
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
9
4
,

P
a
g
e

5
4

7
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
2
6

8
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

F
e
b
r
u
a
r
y

1
,

2
0
0
5

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

R
e
c
o
r
d
e
d
:


M
a
r
c
h

2
4
,

2
0
0
5

M
e
s
a

C
o
u
n
t
y

B
o
o
k

3
8
6
1
,

P
a
g
e

7
4
6

9
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

3
4

1
0
.


A
s
s
i
g
n
m
e
n
t

d
a
t
e
d

N
o
v
e
m
b
e
r

1
,

2
0
0
7
,

b
u
t

e
f
f
e
c
t
i
v
e

M
a
y

1
,

2
0
0
6

A
s
s
i
g
n
o
r
:


M
a
v
e
r
i
c
k

W
h
i
t
e
w
a
t
e
r
,

L
.
L
.
C
.

A
s
s
i
g
n
e
e
:


B
A
M
C
O

G
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

4
9

1
1
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
6
0

1
2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
7
3


APPENDIX D LEGAL OPINIONS
D-67

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
s
i
g
n
m
e
n
t

D
o
c
u
m
e
n
t
s

R
e
c
o
r
d
a
t
i
o
n

o
f

L
e
a
s
e
s

a
n
d

A
s
s
i
g
n
m
e
n
t
s


A
t
t
o
r
n
e
y

N
o
t
e
s

1
3
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
8
5

1
4
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


B
A
M
C
O

G
a
s
,

L
L
C

A
s
s
i
g
n
e
e
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
9
8

1
5
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
2
0

1
6
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

M
a
r
c
h

1
,

2
0
0
9

A
s
s
i
g
n
o
r
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
C
;

B
A
M
C
O

G
a
s
,

L
L
C
;


A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C
;

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

J
u
n
e

1
1
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
8
7
0
,

P
a
g
e

2
7
3

1
7
.


A
s
s
i
g
n
m
e
n
t

&

Q
u
i
t
c
l
a
i
m

D
e
e
d

d
a
t
e
d

M
a
y

1
6
,

2
0
1
2
,

b
u
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


S
o
u
t
h

O
i
l
,

I
n
c
.

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

&

C
l
e
m
e
n
t
s

C
a
p
i
t
a
l
,

L
L
C

R
e
c
o
r
d
e
d

M
a
y

2
1
,

2
0
1
2

M
e
s
a

C
o
u
n
t
y

B
o
o
k

5
3
0
2
,

P
a
g
e

1
5
7


#
3
4

C
O
C
-
6
9
6
6
0


1
.


O
i
l

&

G
a
s

L
e
a
s
e

e
f
f
e
c
t
i
v
e

D
e
c
e
m
b
e
r

1
,

2
0
0
6

L
e
s
s
o
r
:


U
S
A

L
e
s
s
e
e
:


A
s
p
e
n

O
i
l

&

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

2
.


A
s
s
i
g
n
m
e
n
t

e
f
f
e
c
t
i
v
e

S
e
p
t
e
m
b
e
r

1
,

2
0
0
8

A
s
s
i
g
n
o
r
:


A
s
p
e
n

O
i
l

a
n
d

G
a
s

P
a
r
t
n
e
r
s
,

L
L
C

A
s
s
i
g
n
e
e
:


F
r
a
m

A
m
e
r
i
c
a
s
,

L
L
C

R
e
c
o
r
d
e
d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
0
2

3
.


A
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s
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1
,

2
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8

A
s
s
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r
:


A
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p
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O
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l

a
n
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G
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s

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s
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Y
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,

e
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f
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r
:

1
.


O
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l

&

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a
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1
,

2
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6

L
e
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r
:


U
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:


A
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p
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&

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t
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,

L
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F
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A
M

E
N
T
I
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Y

H
A
S

A
N

E
X
T
R
A

C
O
M
M
A

APPENDIX D LEGAL OPINIONS
D-68

N
a
m
e

o
f

L
e
a
s
e

L
e
a
s
e

a
n
d

A
s
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t

D
o
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s

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d
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t
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n

o
f

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a
n
d

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s
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m
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t
s


A
t
t
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n
e
y

N
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t
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s

A
s
s
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e
:


P
H
T

W
h
i
t
e
w
a
t
e
r
,

L
L
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e
c
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d
:


J
a
n
u
a
r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
o
k

4
7
8
5
,

P
a
g
e

1
2
2

4
.


A
s
s
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g
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m
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t

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1
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8

A
s
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:


A
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d

G
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s
,

L
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C

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s
s
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:


B
A
M
C
O

G
a
s
,

L
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e
c
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d
:


J
a
n
u
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r
y

2
8
,

2
0
0
9

M
e
s
a

C
o
u
n
t
y

B
o
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k

4
7
8
5
,

P
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1
4
1

5
.


A
s
s
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m
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t

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f
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M
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1
,

2
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0
9

A
s
s
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n
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r
:


A
s
p
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a
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P
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s
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:


F
r
a
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A
m
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,

L
L
C

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d

J
u
n
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1
1
,

2
0
0
9

M
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C
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B
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k

4
8
7
0
,

P
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2
2
0

6
.


A
s
s
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g
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m
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t

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f
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M
a
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h

1
,

2
0
0
9

A
s
s
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n
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r
:


P
H
T

W
h
i
t
e
w
a
t
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r
,

L
L
C
;

B
A
M
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G
a
s
,

L
L
C
;


A
s
s
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:


F
r
a
m

A
m
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r
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c
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s
,

L
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;

C
l
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m
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C
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p
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,

L
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J
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1
1
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2
0
0
9

M
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B
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k

4
8
7
0
,

P
a
g
e

2
7
3



APPENDIX D LEGAL OPINIONS
D-69
APPENDIX D LEGAL OPINIONS
D-70
APPENDIX D LEGAL OPINIONS
D-71
APPENDIX D LEGAL OPINIONS
D-72
APPENDIX D LEGAL OPINIONS
D-73
APPENDIX D LEGAL OPINIONS
D-74
APPENDIX D LEGAL OPINIONS
D-75
APPENDIX D LEGAL OPINIONS
D-76
APPENDIX D LEGAL OPINIONS
D-77
APPENDIX D LEGAL OPINIONS
D-78
APPENDIX D LEGAL OPINIONS
D-79
APPENDIX D LEGAL OPINIONS
D-80
APPENDIX D LEGAL OPINIONS
D-81
APPENDIX D LEGAL OPINIONS
D-82
APPENDIX D LEGAL OPINIONS
D-83
APPENDIX D LEGAL OPINIONS
D-84
APPENDIX D LEGAL OPINIONS
D-85
APPENDIX D LEGAL OPINIONS
D-86
APPENDIX D LEGAL OPINIONS
D-87
APPENDIX D LEGAL OPINIONS
D-88
APPENDIX D LEGAL OPINIONS
D-89
APPENDIX D LEGAL OPINIONS
D-90
APPENDIX D LEGAL OPINIONS
D-91
APPENDIX D LEGAL OPINIONS
D-92
APPENDIX D LEGAL OPINIONS
D-93
APPENDIX D LEGAL OPINIONS
D-94
APPENDIX D LEGAL OPINIONS
D-95
APPENDIX D LEGAL OPINIONS
D-96
APPENDIX D LEGAL OPINIONS
D-97
APPENDIX D LEGAL OPINIONS
D-98
APPENDIX D LEGAL OPINIONS
D-99






Schedule 2
Fram Op:
Construction Permit No. 09ME1292, issued on February 9, 2012, by the Colorado Department of
Public Health and Environment, Air Pollution Control Division to Fram Operating, LLC;
CDPS Permit No. COR03B947 (re: Stormwater Discharges Associated with Construction
Activity), effective July 1, 2007, by the Colorado Department of Public Health and Environment;

Performance Bond No. 1011503 (State of Colorado Oil and Gas Conservation Commission)
between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November
23, 2011, received November 28, 2011, in the sum of $60,000;
Performance Bond No. 1011504 (State of Colorado Oil and Gas Conservation Commission)
between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November
23, 2011, in the sum of $25,000;
Performance Bond No. 1011505 (State of Colorado Oil and Gas Conservation Commission)
between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November
23, 2011, received November 28, 2011, in the sum of $5,000;
Performance Bond No. 1011506 (State of Colorado Oil and Gas Conservation Commission)
between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November
23, 2011, received November 28, 2011, in the sum of $5,000;
Oil and Gas or Geothermal lease Bond No. 1011507 (United States Department of the Interior
Bureau of Land Management) between Fram Operating, LLC (Principal) and Lexon Insurance Company
(Surety), dated as of November 7, 2011, received November 28, 2011, in the sum of $25,000 (the
Federal Bond); and
Blanket Bond Surety Company Bond No. 002094 (Industrial Commission of North Dakota, Oil
and Gas Division) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety),
dated as of September 21, 2012, in the sum of $100,000 (replacing Blanket Bond Surety Company Bond
No. 1011508 (Industrial Commission of North Dakota, Oil and Gas Division) between Fram Operating,
LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 7, 2011, in the sum of
$50,000).

APPENDIX D LEGAL OPINIONS
D-100






Schedule 3
PROVISIONS COVERED BY SECTION 19, SPECIFIC LEGAL ISSUES OF THE THIRD PARTY
LEGAL OPINION REPORT
(a) Federal securities laws and regulations administered by the Securities and Exchange Commission
(other than the Public Utility Holding Company Act of 1935), state Blue Sky laws and regulations, and
laws and regulations relating to commodity (and other) futures and indices and other similar instruments;
(b) Federal Reserve Board margin regulations;
(c) pension and employee benefit laws and regulations (e.g., ERISA);
(d) Federal and state antitrust and unfair competition laws and regulations;
(e) Federal and state laws and regulations concerning filing and notice requirements (e.g., Hart-Scott-
Rodino and Exon-Florio);
(f) compliance with fiduciary duty requirements;
(g) Local Law;
(h) the characterization of a Transaction as one involving the creation of a lien on real property or a
security interest in personal property, the characterization of a contract as one in a form sufficient to
create a lien or a security interest, and the creation, attachment, perfection, priority or enforcement of a
lien on real property or a security interest in personal property;
(i) fraudulent transfer and fraudulent conveyance laws;
(j) Federal and state environmental laws and regulations;
(k) Federal and state land use and subdivision laws and regulations;
(l) Federal and state tax laws and regulations;
(m) Federal patent, copyright and trademark, state trademark, and other Federal and state intellectual
property laws and regulations;
(n) Federal and state racketeering and regulations (e.g.,. RICO);
(o) Federal and state health and safety laws and regulations (e.g., OSHA);
(p) Federal and state labor laws and regulations;
(q) Federal and state laws, regulations and policies concerning (i) national and local emergency; (ii)
possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; and
(r) other Federal and state statutes of general application to the extent they provide for criminal
prosecution (e.g., mail fraud and wire fraud statutes).

APPENDIX D LEGAL OPINIONS
D-101






Schedule 4

United States District Court for the District of Delaware;

United States Bankruptcy Court for the District of Delaware;

Delaware Court of Chancery;

Delaware Supreme Court;

Delaware Superior Court for Kent County;

Delaware Superior Court for New Castle County;

Delaware Superior Court for Sussex County;

Delaware Court of Common Pleas for Kent County;

Delaware Court of Common Pleas for New Castle County; and

Delaware Court of Common Pleas for Sussex County.



APPENDIX D LEGAL OPINIONS
D-102
APPENDIX D LEGAL OPINIONS
D-103
APPENDIX D LEGAL OPINIONS
D-104
APPENDIX D LEGAL OPINIONS
D-105
APPENDIX D LEGAL OPINIONS
D-106
APPENDIX D LEGAL OPINIONS
D-107

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com


27 June 2013
The Board of Directors
Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898

Prime Partners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

UOB Kay Hian Private Limited
8, Anthony Road # 01-01
Singapore 229957

By Email/Courier

Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International
Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in
connection with the proposed listing of the Company on the Catalist of the Singapore Exchange
Securities Trading Limited through an initial public offering

We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due
diligence review on Dahan Petroleum Limited (herein after also referred to as Dahan).
In such capacity, we have examined copies of documents and letters issued by government
authorities and other instrument provided to us by Dahan, which fall within the terms of reference
and scope of our legal due diligence exercise carried out on Dahan. In such examination, we have
assumed the genuiness of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents submitted to us as
photocopies, and the signatures, chops and seals on all such documents, which bear such signatures,
chops and seals are genuine. In addition, Dahan has also confirmed and represented to us the
disclosures made during the legal due diligence exercise in written and unwritten forms.

We do not purport to be an expert on or to be generally familiar with or qualified to express legal
opinion based on any laws other than the laws of UAE. Therefore, our opinion expressed herein
relates only to the laws of UAE; currently in force and all references herein to applicable laws shall
be construed accordingly.
APPENDIX D LEGAL OPINIONS
D-108

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

Dahan has provided us with the following documentation for the purposes of performing this limited
due diligence:
1. Memorandum and Articles of Association of Dahan;
2. Amended and Restated Exploration and Production Sharing Agreement between the Government
of Ras Al Khaimah, and Dahan dated 10 April 2012 (EPSA);
3. Letter from RAK Gas LLC (representing Ras Al Khaimah Government in the EPSA) addressed to
Dahan, dated 15 April 2013;
4. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Rex International Holding Pte. Ltd.,
dated 22 May 2013, stating that drilling has not commenced in its offshore licence in Ras Al
Khaimah; and
5. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Galadari Advocates and Legal
Consultants, dated 19 June 2013.
1. Dahan Incorporation
Dahan is incorporated under the British Virgin Island (BVI) Companies Act 2004 (the Companies
Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on
the corporate documentation provided to us.
2. Validity and compliance with the terms of the EPSA:
2.1 Dahan has confirmed by letter, dated 22 May 2013, issued by Mr. Svein Kjellesvik, Director of
Dahan, to Rex International Holding Pte. Ltd. that Dahan has not commenced drilling in its offshore
licence in Ras Al-Khaimah. Hence, Dahan to date does not require any environmental and/or drilling
license to commence operations in the Contract Area;
2.2 Under the terms of the EPSA, Dahan has an obligation to pay a license fee to the Government of
Ras Al Khaimah, which has been confirmed as paid by the letter from RAK Gas LLC addressed to
Dahan, dated 15 April 2013; and
2.3 Under the terms of the EPSA, Dahan has reporting obligations towards the Government of Ras Al
Khaimah, compliance of which has been confirmed by the letter from RAK Gas LLC addressed to
Dahan dated 15 April 2013.
3. Compliance with Laws, Approvals and Licences
The letter from RAK Gas LLC to Dahan dated 15 April 2013, clearly states that the EPSA is in good
standing and Dahan has complied, with its obligations under the terms of the EPSA. As per the letter
dated 15 April 2013, it is duly confirmed that minimum work obligation for the first term has been
completed. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Galadari Advocates and Legal
Consultants, dated 19 June 2013, states that Dahan has the required approvals as per Clause 6.4 of
the EPSA, Dahan has not made any imports for which any custom duty is due and Dahan has not
started any activity under Clauses 19.2 -19.7 of the EPSA. Therefore, Dahan to date does not require
any special approval from the Government of Ras Al Khaimah. No other documents have been
provided for our review to assess Dahans compliance under the terms of the EPSA.
APPENDIX D LEGAL OPINIONS
D-109

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com


4. Title to or Validity and Enforceability of the Rights to any Assets
4.1 All hydrocarbons and mineral resources existing within Ras Al Khaimah are the property of the
Emirate of Ras Al Khaimah;
4.2 The Government of Ras Al Khaimah has granted Dahan the permission to explore for
hydrocarbons and the contractual right to develop and exploit a marginal commercial discovery
within the Contract Area in accordance with the terms of the EPSA;
4.3 In our opinion, Dahan has an exclusive right to, explore for, develop and produce hydrocarbons
within the Contract Area and to sell or dispose of its shares of hydrocarbons from the Contract Area
for the term stated in the EPSA; and
4.4 The EPSA constitutes legal, valid and binding obligations of each of the parties thereto and is
enforceable.

5. Litigation
There are no public searches available in UAE to investigate whether Dahan is involved in litigation
proceedings. Upon our due inquiries, we are informed by Dahan that there is no ongoing litigation,
mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts.

6. General
Headings are for reference and shall not in any manner affect the interpretation of this opinion.

This opinion has been prepared solely for inclusion in the Offer Document of Rex International
Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the
Catalist Board of the Singapore Exchange Securities Trading Limited.


Yours faithfully,


Galadari Advocates and Legal Consultants

APPENDIX D LEGAL OPINIONS
D-110

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

27 June 2013
The Board of Directors
Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898

Prime Partners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

UOB Kay Hian Private Limited
8, Anthony Road # 01-01
Singapore 229957

By Email/Courier
Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International
Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in
connection with the proposed listing of the Company on the Catalist of the Singapore Exchange
Securities Trading Limited through an initial public offering

We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due
diligence review on Baqal Petroleum Limited (herein after also referred to as Baqal).
In such capacity, we have examined copies of documents and letters issued by government
authorities and other instrument provided to us by Baqal, which fall within the terms of reference
and scope of our legal due diligence exercise carried out on Baqal. In such examination, we have
assumed the genuiness of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents submitted to us as
photocopies, and the signatures, chops and seals on all such documents, which bear such signatures,
chops and seals are genuine. In addition, Baqal has also confirmed and represented to us the
disclosures made during the legal due diligence exercise in written and unwritten forms.

We do not purport to be an expert on or to be generally familiar with or qualified to express legal
opinion based on any laws other than the laws of UAE. Therefore, our opinion expressed herein
relates only to the laws of UAE; currently in force and all references herein to applicable laws shall
be construed accordingly.
Baqal has provided us with the following documentation for the purposes of performing this limited
due diligence:
1. Memorandum and Articles of Association of Baqal;
APPENDIX D LEGAL OPINIONS
D-111

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

2. Exploration and Production Sharing Agreement between the Government of Ras Al Khaimah and
Baqal dated 10 April 2012 (EPSA);
3. Letter from RAK Gas LLC (representing RAK Government in the EPSA) addressed to Baqal dated 15
April 2013;
4. Letter issued by Mr. Svein Kjellesvik, Director of Baqal, to Rex International Holding Pte. Ltd.,
dated 5 June 2013, stating that drilling has not commenced in its onshore license in Ras Al Khaimah;
and
5. Letter issued by Mr. Svein Kjellesvik, Director of Baqal, to Galadari Advocates and Legal
Consultants, dated 19 June 2013.
1. Baqal Incorporation
Baqal is incorporated under the British Virgin Island (BVI) Companies Act 2004 (the Companies
Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on
the corporate documentation provided to us.
2. Validity and compliance with the terms of the EPSA
2.1 Baqal has confirmed by letter, dated 5 June 2013, issued by Mr. Svein Kjellesvik, Director of
Baqal, to Rex International Holding Pte. Ltd. that Baqal has not commenced drilling in its onshore
license in Ras Al-Khaimah. Hence, Baqal to date does not require any environmental and/or drilling
license to commence operations in the Contract Area;
2.2 Under the terms of the EPSA, Baqal has an obligation to pay a licence fee to the Government of
Ras Al Khaimah, which has been confirmed as paid by the letter from RAK Gas LLC, addressed to
Baqal dated 15 April 2013; and
2.3 Under the terms of the EPSA, Baqal has reporting obligations towards the Government of Ras Al
Khaimah, compliance of which has been confirmed by the letter from RAK Gas LLC addressed to
Baqal, dated 15 April 2013.
3. Compliance with Laws, Approvals and Licences
The letter from RAK Gas LLC to Baqal dated 15 April 2013, clearly states that the EPSA is in good
standing and Baqal has complied with its obligations under the terms of the EPSA. Letter issued by
Mr. Svein Kjellesvik, Director of Baqal, to Galadari Advocates and Legal Consultants, dated 19 June
2013, states that Baqal has the required approvals as per Clause 6.4 of the EPSA, Baqal has not made
any imports, for which any custom duty is due and Baqal has not started any activity under Clauses
19.2 -19.7 of the EPSA. Therefore, Baqal to date does not require any special approval from the
Government of Ras Al Khaimah. No other documents have been provided for our review to assess
Baqals compliance under the terms of the EPSA.

4. Title to or Validity and Enforceability of the Rights to any Assets
4.1 All hydrocarbons and mineral resources existing within Ras Al Khaimah, are the property of the
Emirate of Ras Al Khaimah;
APPENDIX D LEGAL OPINIONS
D-112

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

4.2 The Government of Ras Al Khaimah has granted Baqal the permission to explore for
hydrocarbons and the contractual right to develop and exploit a marginal commercial discovery
within the Contract Area in accordance with the terms of the EPSA;
4.3 In our opinion, Baqal has an exclusive right to, explore for, develop and produce hydrocarbons
within the Contract Area and to sell or dispose of its shares of hydrocarbons from the Contract Area
for the term stated in the EPSA and in accordance with the terms of the EPSA; and
4.4 The EPSA constitutes legal, valid and binding obligations of each of the parties thereto and is
enforceable.

5. Litigation
There are no public searches available in UAE to investigate whether the Baqal is involved in
litigation proceedings. Upon our due inquiries, we are informed by Baqal that there is no ongoing
litigation, mediation or arbitration either as plaintiff or defendant in respect of any claims or
amounts.

6. General
Headings are for reference and shall not in any manner affect the interpretation of this opinion.


This opinion has been prepared solely for inclusion in the Offer Document of Rex International
Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the
Catalist Board of the Singapore Exchange Securities Trading Limited.

Yours Faithfully


Galadari Advocates and Legal Consultants





APPENDIX D LEGAL OPINIONS
D-113

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

27 June 2013
The Board of Directors
Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898

Prime Partners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

UOB Kay Hian Private Limited
8, Anthony Road # 01-01
Singapore 229957

By Email/Courier

Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International
Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in
connection with the proposed listing of the Company on the Catalist of the Singapore Exchange
Securities Trading Limited through an initial public offering
We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due
diligence review on Zubara Petroleum Limited (herein after also referred to as Zubara).
In such capacity, we have examined copies of documents and letters issued by government
authorities and other instrument provided to us by Zubara, which fall within the terms of reference
and scope of our legal due diligence exercise carried out on Zubara. In such examination, we have
assumed the genuiness of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents submitted to us as
photocopies, and the signatures, chops and seals on all such documents, which bear such signatures,
chops and seals are genuine. In addition, Zubara has also confirmed and represented to us the
disclosures made during the legal due diligence exercise in written and unwritten forms. We do not
purport to be an expert on or to be generally familiar with or qualified to express legal opinion based
on any laws other than the laws of UAE. Therefore, our opinion expressed herein relates only to the
laws of UAE; currently in force and all references herein to applicable laws shall be construed
accordingly.
Zubara has provided us with the following documentation for the purposes of performing this
limited due diligence:
1. Memorandum and Articles of Association of Zubara;
APPENDIX D LEGAL OPINIONS
D-114

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

2. Certificate of Incorporation of Zubara;
3. Offshore Sharjah East Coast Concession Agreement between the Emirate of Sharjah and Rex Oil
and Gas Ltd. dated 6 June 2011 (Agreement);
4. Assignment Agreement between Rex Oil and Gas Ltd. and Zubara dated 31 August 2011
(Assignment Agreement);
5. Letter from Rex Oil and Gas Ltd to Sharjah Petroleum Council for assignment of Agreement to an
affiliated company, dated 30 September 2011;
6. Letter from Sharjah Petroleum Council (representing Sharjah Government) addressed to Rex Oil
and Gas Ltd. dated 24 April 2013;
7. Certificate of Incumbency of Zubara dated 5 February 2013;
8. Letter from Svein Kjellesvik, Director of Zubara, to Rex International Holding Pte. Ltd. dated 22
May 2013, stating Zubara has not commenced drilling in its offshore licence; and
9. Letter from Svein Kjellesvik, Director of Zubara, to Galadari Advocates and Legal Consultants,
dated 19 June 2013.
1. Zubara Incorporation
Zubara is incorporated under the British Virgin Island (BVI) Companies Act 2004 (the Companies
Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on
the corporate documentation provided to us.
2. Assignment to Zubara

2.1 The Agreement has been entered into between Government of the Emirate of Sharjah and Rex
Oil and Gas Ltd.;

2.2 The Assignment Agreement has been entered between Rex Oil and Gas Ltd. and Zubara;

2.3 Article 34 of the Agreement, deals with the Rex Oil and Gas Ltds right to assign. The article
envisages assignment of rights to a non-affiliate and assignment of rights to an affiliate or associated
company. In case of the former, the prior written consent of the Government of Sharjah is
mandatory and required, whereas in case of the latter, the prior written consent is not required;

2.4 If Rex Oil and Gas Ltd. assign its rights to an affiliate or associated Company, then it has the
obligation to inform the Government of Sharjah. Rex Oil and Gas Ltds letter dated 30 September
2011 addressed to the Sharjah Petroleum Council has been received, signed and stamped by the
Sharjah Petroleum Council. Therefore, it may be concluded that the Assignment Agreement has
been notified to the Sharjah Petroleum Council in compliance with the terms of the Agreement;

APPENDIX D LEGAL OPINIONS
D-115

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com
2.5 In the letter dated 30 September 2011, issued by Rex Oil and Gas Ltd. to Sharjah Petroleum
Council, it has been clearly stated that Zubara is an affiliated company of Rex Oil and Gas Ltd; and

2.6 Zubara is a BVI entity, subject to the laws of BVI, on which no opinion is being given by Galadari
Advocates and Legal Consultants. Based on the Certificate of Incumbency of Zubara, 100% of its
shares are owned by Lime Petroleum Limited. In the letter dated, 28 May 2013, from Laurence
Keenan (Fiduciaries) Limited, the registered agent of Lime Petroleum Limited, to Galadari Advocates
and Legal Consultants, it has been stated that Rex Oil and Gas Ltd. holds 56.4% shares in Lime
Petroleum Limited.

3. Compliance with Laws, Approvals and Licences
The letter from Sharjah Petroleum Council to Rex Oil and Gas Ltd., dated 24 April 2013, clearly states
that the Agreement is in good standing and Rex Oil and Gas Ltd. has complied with its obligations
under the terms of the Agreement. As per the letter dated 24 April 2013, it is duly confirmed that
minimum seismic acquisition work has been completed. Letter from Svein Kjellesvik, Director of
Zubara, to Galadari Advocates and Legal Consultants, dated 19 June 2013, states that Zubara has not
started any activity for which it requires special approval from the Government of Sharjah, under
Clauses 19, 20 and 21 of the Agreement. Also, Zubara is not required to set up an office in Sharjah,
as an office has to be established in Sharjah within six months after the start of the Second term,
which has not started yet. No other documents have been provided for our review to assess Zubaras
compliance under the terms of the Agreement.

4. Validity and compliance with the terms of the Agreement
4.1 Zubara has confirmed by letter, dated 22 May 2013, issued by Svein Kjellesvik, Director of Zubara,
to Rex International Holding Pte. Ltd. that Zubara has not commenced drilling in its offshore license.
Hence, Zubara to date does not require any environmental and/or drilling licence to commence operations in the
Contract Area;
4.2 Under the terms of the Agreement, Zubara has an obligation to pay a licence fee to the Government of
Sharjah, which has been confirmed as paid by Rex Oil and Gas Ltd., by Sharjah Petroleum Councils letter
addressed to Rex Oil & Gas Ltd., dated 24 April 2013; and
4.3 Under the terms of the Agreement, Zubara has reporting obligations towards the Government of
Sharjah, compliance of which has been confirmed as fulfilled by Rex Oil and Gas Limited, by Sharjah
Petroleum Councils letter addressed to Rex Oil & Gas Ltd., dated 24 April 2013.

5. Title to or Validity and Enforceability of the Rights to any Assets
5.1 All petroleum existing within Sharjah is the property of the Emirate of Sharjah;
5.2 The Government of Sharjah has granted Zubara as assignee of Rex Oil and Gas Ltd., the
permission to prospect, explore, drill for, develop, produce, store, transport, export and sell
petroleum produced from the concession area;
APPENDIX D LEGAL OPINIONS
D-116

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 : 7992 .. - : 3937700 4 971 + - : 3937755 4 971 +
info@galadarilaw.com www.galadarilaw.com

5.3 In our opinion, Zubara as assignee of Rex Oil and Gas Ltd. has an exclusive right to, prospect,
explore, drill for, develop, produce, store, transport, export and sell petroleum produced from the
concession area, for the term stated in the Agreement; and
5.4 The Agreement constitutes legal, valid and binding obligations of each of the parties thereto and
is enforceable.

6. Litigation
There are no public searches available in UAE to investigate whether Zubara is involved in litigation
proceedings. Upon our due inquiries, we are informed by Zubara that there is no ongoing litigation,
mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts.

7. General
Headings are for reference and shall not in any manner affect the interpretation of this opinion.

This opinion has been prepared solely for inclusion in the Offer Document of Rex International
Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the
Catalist Board of the Singapore Exchange Securities Trading Limited.


Yours faithfully,

Galadari Advocates and Legal Consultants

APPENDIX D LEGAL OPINIONS
D-117



By Email/Courier


27 June 2013


(1) The Board of Directors,
Rex International Holding Pte. Ltd.,
80 Robinson Road,
#02-00,
Singapore 068898.


(2) Prime Partners Corporate Finance Pte. Ltd.,
20 Cecil Street,
#21-02 Equity Plaza,
Singapore 049705.


(3) UOB Kay Hian Private Limited,
8 Anthony Road,
#01-01
Singapore 229957,


Dear Sirs,

Offer Document (Offer Document) to be issued by Rex International Holding Pte. Ltd. (to be
renamed Rex International Holding Limited), (the Company) in Connection with the
Proposed Listing of the Company on the Catalist of the Singapore Exchange Securities
Trading Limited (the SGX) through an Initial Public Offering

We, Said Al Shahry & Partners (civil advocacy company) (SASLO) are a law firm practicing in the
Sultanate of Oman. We are providing this opinion to be included in the Offer Document that is to be
issued by the Company in connection with the above noted subject transaction. We have conducted a
limited legal due diligence review on Masirah Oil Limited (the Subsidiary), a subsidiary of the
Company incorporated in the British Virgin Islands, in relation to Subsidiarys compliance with the
laws, approvals, licences, permits of the Sultanate of Oman and the title to, validity and enforceability
of the rights to any assets (including licences and agreements) in the Sultanate of Oman.

In such capacity, we have examined copies of agreements, documents, corporate records, approvals,
licences, permits, certificates and letters (collectively the Opinion Documents) issued by the
government authorities and other instruments provided to us by the Company and the Subsidiary
(collectively the Group) which falls within the terms of reference and scope of our limited legal due
diligence exercise carried out on the Subsidiary. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us copies and the signatures,
chops and seals on all such documents which bear such signatures, chops and seals are genuine.
We have also assumed that all of the Opinion Documents have been duly authorised, executed and
delivered by, or on behalf of, each of the parties thereof and that the Opinion Documents create a
legal, valid, binding and enforceable obligations of the parties to the Opinion Documents.

In addition, the Group has also confirmed and represented to us the disclosures made during our
limited legal due diligence exercise in written and unwritten forms.


APPENDIX D LEGAL OPINIONS
D-118
2

For the purpose of this opinion, we have examined the copies of the following documents:

(a) copy of Exploration and Production Sharing Agreement for Block 50 between Rex Oil & Gas
Limited, Petroci Holding and the Government of the Sultanate of Oman dated 28 February
2011;
(b) Oman Royal Decree No. 48/2011;
(c) copy of letter from Rex Oil & Gas Limited and Petroci Holding 28 March 2011 to the Minister
of Oil & Gas of the Sultanate of Oman on the subject of notification of assignment;
(d) copy of letter from the Minister of Oil & Gas of the Sultanate of Oman dated 14 June 2011 to
Rex Oil & Gas Limited and Petroci Holding on the subject of assignment of interest in Block
50;
(e) Royal Decree No. 48/2011;
(f) Royal Decree No. 81/2011;
(g) copy of Temporary Authorisation for the Use of Costal Waters of Oman No. 29/2013 for
Horizon Surveyor;
(h) copy of Temporary Authorisation for the Use of Costal Waters of Oman No. 105/2013 for
Precision Arrow;
(i) copy of Muscat Municipality Licence dated 16 January 2013;
(j) copy of Environmental Permit issued by the Ministry of Environment and Climate Affairs dated
16 January 2012;
(k) copy of letter from the Ministry of Foreign Affairs dated 12 February 2012 to the Ministry of Oil
and Gas of the Sultanate of Oman in relation to carrying of sea survey in relation to Block 50;
(l) copy of certificate of member with the Oman Chamber of Commerce and Industry;
(m) copy of certificate of registration of the Oman branch of the Subsidiary issued by the Ministry
of Commerce and Industry of the Sultanate of Oman;
(n) copy of Commercial Registration Information Print-out dated 25 February 2012 issued by the
Ministry of Commerce and Industry of the Sultanate of Oman;
(o) copy of renewal of Lease Agreement dated 1 June 2011;
(p) email correspondence of 26 March 2013; and
(q) copy of standard form tenancy agreement (the Tenancy Agreement) dated 27 March 2013.

To the limited extent permissible and on the specific request of the Group, we have carried out an
independent public register search in respect of the Commercial Registration Information Print-out
dated 15
th
May and 16 June 2013 issued by the Ministry of Commerce and Industry of the Sultanate
of Oman

This opinion is limited to Omani law consisting of Royal Decrees, Ministerial Decisions and
Regulations published in the Official Gazette and in effect on the date of this opinion as applied by the
Courts of the Sultanate of Oman (the Court). It is given on the basis that all matters to which it
relates will be governed by, and that it (including all terms used in it) will be construed in accordance
with, Omani law. We do not purpose to be an expert on or to be generally familiar with or qualified to
express legal opinions based on laws other than those of the Sultanate of Oman. Therefore our
opinion expressed herein relates only to the laws of the Sultanate of Oman as currently in force as at
APPENDIX D LEGAL OPINIONS
D-119
3

the date of this opinion and all references herein to applicable laws of the Sultanate of Oman shall
be construed accordingly. We are not obliged to inform you or to amend this opinion as a result of any
change in such law.

Unless otherwise specified in this opinion, capitalised terms and acronyms used in this Opinion shall
have the meanings respectively given to them in the opinion documents.


Based on the foregoing, we are of the opinion that:

1. Compliance with Laws, Approvals and Licences

1.1 The Subsidiary is required to comply with and hold valid licences, permits and approvals to
carry on its exploration and production operations in the Sultanate of Oman. Most of these
licences, permits and approvals are issued subject to conditions to be complied with.

1.2 To the best of our knowledge, and on the basis of the representation made to us by the
Group and to the limited extent permissible we have carried out an independent public
register search (above) to verify that the Subsidiary has obtained the relevant material
licenses, permits and approvals to carry out its exploration and production operations in
the Sultanate of Oman and has complied with the conditions imposed thereunder.

1.3 The Subsidiary is duly registered under the laws of the Sultanate of Oman as a foreign
company branch.

1.4 To the best of our knowledge and on the basis of the representation made to us by the
Group there are no past non-compliances in relation to any of the material licences,
permits and approvals obtained by the company to carry out its exploration and production
operations in the Sultanate of Oman.


2. Title to or Validity and Enforceability of the Rights to any Assets

2.1 The Subsidiary has been granted a concession right by the Government of the Sultanate
of Oman by way of assignment of the original concession right from Rex Oil and Gas
Limited to carry out exploration and production activities in Block 50 (Masirah Bay off-
shore) of the Ministry of Oil and Gas of the Sultanate of Oman pursuant to the terms of the
Exploration and Production Sharing Agreement dated 28 February 2011 effective from 23
March 2011 pursuant to Royal Decree 48/2011 and Notification of Assignment, Approval
of the Assignment by the Minister of Oil and Gas of the Sultanate of Oman and Royal
Decree 81/2011. The concession now stands in the name of the Subsidiary effective from
17 August 2011. In our opinion, the concession creates both a contractual and a legal right
entitling the Subsidiary to explore for, develop and produce Hydrocarbons (as defined in
the Exploration Production and Sharing Agreement) and to sell and dispose its share of
the Hydrocarbons under the Exploration Production and Sharing Agreement.

2.2 In our opinion, the Subsidiary has an exclusive right to explore for, develop and produce
Hydrocarbons within the Contract Area (as defined in the Exploration Production and
Sharing Agreement) and to sell or dispose of its shares of Hydrocarbons from the Contract
Area for the term of the Exploration and Production Sharing Agreement.


3. Litigation

3.1 The Subsidiary and its property or assets in the Sultanate of Oman do not have any right
of immunity, on the grounds of sovereignty or otherwise, from any legal action, claim,
proceeding, writ, from the giving of relief in any legal action, suit or proceeding, from set-off
or counterclaim, from the jurisdiction of any competent court, from the service of process
upon them or any agent, from attachment prior to judgement, from attachment in aid of
APPENDIX D LEGAL OPINIONS
D-120
4

execution, or from execution or any other process for the enforcement of any judgment or
other legal process in the Sultanate of Oman.

3.2 There are no public searches available in the Sultanate of Oman to investigate whether
the Subsidiary is involved in litigation proceedings. Upon our due enquiries, we are
informed by the Group that the Subsidiary is not engaged in any litigation, mediation or
arbitration either as plaintiff or defendant in respect of any claims or amounts.

4. General

4.1 This opinion is intended to be used in the context which is specifically referred to herein
and each paragraph should be looked at as a whole and no part should be extracted and
referred to independently.

4.2 Headings are for reference and shall not in any manner affect the interpretation of this
opinion.



Yours faithfully,




SASLO
APPENDIX D LEGAL OPINIONS
D-121




To:

The Board of Directors of:

Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898


PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705


UOB Kay Hian Private Limited
8 Anthony Road #01-01
Singapore 229957



Oslo, 27 June 2013
59378/4501192
Counsel in charge: Christian Fredrik Michelet

Dear Sirs,
We have acted as Norwegian special legal counsel in connection with a legal due diligence
review for the purpose of assisting certain parties, including Rex International Holding Pte. Ltd.
(to be renamed Rex International Holding Limited) (the Listco), PrimePartners Corporate
Finance Pte. Ltd. and UOB Kay Hian Private Limited, in understanding certain aspects of the legal
position of Fram Exploration ASA (Norwegian org.no. 892 168 962) in connection with the
proposed initial public offering and listing of the shares of the Listco on Catalist, the sponsor-
supervised board of the Singapore Exchange Securities Trading Limited.
In such capacity, we have examined copies of documents provided to us by Fram Exploration
ASA (the Company) and which fall within the terms of reference and scope of our limited legal
due diligence exercise (the documents which formed the basis for our limited due diligence
review of the Company are collectively hereafter referred to as the Documents and are listed
hereto as Appendix 1). Our limited legal due diligence review was not intended to be a review of
all potentially relevant legal issues relating to the Company, but was intended to highlight those
APPENDIX D LEGAL OPINIONS
D-122

legal issues which we, within the agreed limited scope of our due diligence exercise, in our
absolute discretion when carrying out the limited due diligence review, considered to be
material in the context of our assignment. Our limited legal due diligence review was completed
on 24 June 2013 (the Cut-off Date). Unless explicitly stated in paragraph 1 below, this legal
opinion only refers to facts and circumstances following from the Documents as at the Cut-off
Date and hence this legal opinion does not address, and shall in no circumstances be
understood or implied to address, any facts and circumstances after the Cut-off Date.


In giving this opinion we have assumed:

(a) the genuineness of all signatures and the authenticity of all documents submitted to us
and the conformity to authentic original documents of all documents submitted to us as
certified, conformed, photostatic, electronic or facsimile copies, and the conformity to
the execution copies of all drafts submitted to us as final drafts;
(b) that all the parties to each of the Documents (other than the Company) are duly
incorporated or formed and validly existing under the laws of their relevant jurisdiction;
(c) that there have been no amendments to the company certificate or the Articles of
Incorporation as compared to the forms provided to us as part of the Documents for the
purpose of this opinion and no resolutions of the Company have been made after the
Cut-off Date requiring a filing to be made to the Norwegian company register which will
have the effect that the company certificate or the Articles of Incorporation are or will be
amended;

(d) that each of the Documents is duly authorised, executed and delivered by and is within
the capacity and powers of the parties thereto (other than the Company);

(e) that there are no provisions of the laws of any jurisdiction other than Norway which
would have any implications on the opinion we express; and that there are no provisions
in, or other aspects of, any document other than the Documents which would have any
implications on the opinion we express;

(f) the accuracy and completeness of all factual representations produced to us in
documents and otherwise, and therefore we have made no independent investigation
thereof;

(g) that all necessary consents, authorisations and approvals whatsoever required in any
relevant jurisdiction (other than Norway) for the execution and performance of each of
the Documents by each of the parties thereto have been, or will be, obtained and that all
necessary notices, filings, registrations and recordings required in any applicable
jurisdiction (other than Norway) in respect of each of the Documents have been, or will
APPENDIX D LEGAL OPINIONS
D-123

be, given or effected in accordance with the laws and regulations of every such
applicable jurisdiction;

(h) that the Company has not passed any voluntary resolution, and that no petition has been
presented to or order made by a court, for the winding-up, composition proceedings,
bankruptcy or commencement of debt negotiations of the Company;

(i) that any corporate records inspected for the purpose of this opinion letter were accurate
and complete and contained all records and documents which they properly should
contain and that all meetings of directors and shareholders, minutes of which were
contained in the corporate records, were validly convened and held; and

(j) in reviewing any contract, agreement, instrument or other document which by its terms
purports to be governed by the laws of any jurisdiction other than the Kingdom of
Norway, we are relying solely upon our understanding of the plain language of any such
contract, agreement, instrument or other document (or the English translation, if
applicable).

We do not purport to render an opinion in respect of any jurisdiction other than the laws of
Norway as the same are in full force and effect at the date hereof. This opinion relates only to
matters of law on the date hereof and is based on facts known to us as of the Cut-off Date, and
we may not express any opinion as to consequences of later alterations to such facts.

On the basis of the foregoing and subject to the qualifications and reservations hereinafter set
forth, we are of the opinion that:

1. Status of Company, Due Incorporation and Compliance with Laws:

(a) the Company is a limited company validly existing and duly registered under the laws of
Norway and it possesses the capacity to sue and be sued in its own name and has the
power to carry on its business and to own its property and other assets, and as of noon
Norwegian time on the Cut-off Date the Norwegian Register of Business Enterprises has
not registered any petition or resolution for winding-up or dissolution of the Company;

(b) the Company has the power and authority to execute, deliver and to perform its
obligations under the Documents, and to enter into any other legally binding and
enforceable contracts and undertakings within its scope of business as set out in the
Articles of Association, and no general approvals, permits, consents, licences and
registrations, etc. for the Company's due establishment and conduct of business are
required other than the ordinary registration of the Company as incorporated, and
ordinary tax/VAT registration, and the Company has complied with these regulations;

APPENDIX D LEGAL OPINIONS
D-124

(c) The Company is not prequalified by the Norwegian Ministry of Petroleum and Energy as
a licensee to any petroleum licenses on the Norwegian Continental Shelf (or onshore in
the Kingdom of Norway). The Company does not hold or own any interests to any
petroleum licenses on the Norwegian Continental Shelf (or onshore in the Kingdom of
Norway) and the operations of the Company does not require the Company to hold any
such license;

(d) the Documents have been validly and properly executed by the Company and the
obligations of the Company under the Documents constitute its legal, valid, binding and
enforceable obligations, and by performing its obligations under the Documents the
Company will to the best of our knowledge not constitute a breach of the terms of the
Articles of Incorporation of the Company;

(e) to the best of our knowledge, there are no provisions or irregularities, inconsistencies or
other matters contained in the Documents which would adversely affect:

i. the status of the Company as a duly incorporated or established independent
legal entity;
ii. the business of the Company as presently conducted and as set out in its Articles
of Incorporation; or
iii. the Companys power and authority to own, use, lease and operate its properties
and other assets; and

(f) there are no public searches available in Norway to investigate whether the Company is
involved in litigation proceedings. The court of home jurisdiction at the Companys
registered place of business has however confirmed that as of noon Norwegian time on
the Cut-off date there are no currents cases instituted against the Company before that
legal venue.

2. Share Capital of the Company
(a) The issued and paid-up capital and the respective percentages of shareholdings of the
existing shareholders of the Company pursuant to the register of shareholders of the
Company as at the date of this letter are as follows:
Issued and paid up
capital
NOK 47,893,976 divided into 23,946,988 shares of NOK 2
each

We have not made any evaluation of whether NOK 47,893,976 is the appropriate
capitalisation of the Company in view of its business and the expected risks and capital
needs.
(b) The present shareholders of the Company are:
APPENDIX D LEGAL OPINIONS
D-125

Name of shareholder Class of
shares held
Number of
shares held
Percentage of
shares held
Rex International Holding
Pte Ltd
N/A 5 802 909 24.232
Staur Private Equity AS N/A 5 694 313 23.779
Pareto Growth AS N/A 5 055 006 21.116
Clements Capital LLC N/A 896 379 3.743
Oslo Pensjonsforsikring AS
PM
N/A 787 955 3.290
Bernh. Brekke A/S N/A 533 058 2.224
Frithjof Anderssen ANS N/A 528 922 2.208
Tinbuen AS N/A 507 031 2.117
Holberg Norden,
verdipapirfondet
N/A 492 194 2.055
Chibit Holding AS N/A 391 739 1.636
Hauken Invest AS N/A 376 564 1.572
Oberkircher, James Paul N/A 222 750 0.932
Origo Partners PLC N/A 219 906 0.918
Kuppelvik AS N/A 218 205 0.911
MP Pensjon PK N/A 197 915 0.826
Batti Geo AS N/A 187 607 0.783
Karpus AS N/A 187 429 0.783
Rygg Kjellesvik AS N/A 183 834 0.767
Holberg Norge,
verdipapirfondet
N/A 177 757 0.742
Investo AS N/A 160 000 0.668
Verdipapirfondet DNB SMB N/A 123 153 0.514
MC Collin, Roger David N/A 110 264 0.461
Geo Holding AS N/A 106 551 0.445
JR MTECH AS N/A 70 705 0.295
ABG Sundal Collier Norge
ASA, egen handelskonto
N/A 70 357 0.294
Landr Eiendom DA N/A 63 541 0.265
Hasca AS N/A 59 509 0.249
Arctic Securities ASA,
meglerkonto
N/A 54 953 0.229
Keenan, Patrick N/A 50 071 0.209
Meritorius AS N/A 50 000 0.209
Hering AS N/A 45 000 0.188
Amalie International
Holdings LTD
N/A 43 981 0.184
Staur Holding AS N/A 39 583 0.165
APPENDIX D LEGAL OPINIONS
D-126

Bergset, Svein ge N/A 31 377 0.131
Fruktinvest AS N/A 30 592 0.128
Jovo Eiendom AS N/A 29 692 0.124
Midelfart Invest AS N/A 24 631 0.102
Alf M. Andersen AS N/A 24 238 0.101
Holberg Norden III N/A 20 095 0.084
B Finans AS N/A 19 705 0.082
OKeefe, John N/A 13 276 0.055
Sanuk AS N/A 12 000 0.050
Bettmo, Kristine N/A 9 720 0.041
Lavplassen AS N/A 5 222 0.022
Holmen, Knut Arve N/A 5 000 0.0208
Langya Invest AS N/A 4 095 0.017
Ballerin AS N/A 2 500 0.010
Tex AS N/A 2 500 0.010
Rd, Hvard N/A 1 875 0.007
Mayland, Harold Edwin N/A 664 0.002
ONeill, Paul S N/A 664 0.002
Sparebank 1 Markets AS
Emisjonskonto
N/A 1 0.000

Under the laws of Norway, the shareholders listed in the shareholder register are prima
facie legal and registered owners of the shares in the Company. It is however not
possible for the purpose of this opinion to verify whether one or more of the
shareholders listed in the shareholder register of the Company is holding all or some of
the shares on behalf of a third party.
(c) The Company has issued convertible securities which are exercisable into shares in the
Company at the discretion of the security holder, subject to the terms and conditions on
which the security was granted.

The Company has on 30 October 2012 issued a convertible loan consisting of 145,000
convertible bonds, representing a maximum increase of the share capital of NOK
20,563,943 (10,281,971 new shares), depending on the conversion price on the date of
conversion, as set out in the convertible loan agreement.

A number of 80,160 independent subscription rights (in Norwegian
tegningsrettigheter) were issued on 14 May 2009. The deadline for exercising the
subscription rights is 14 May 2014. According to the shareholder register as of the Cut-
off date the subscription rights have been granted to the following shareholders:
Name of shareholder No. of subscription rights
Staur Private Equity AS 31,062
APPENDIX D LEGAL OPINIONS
D-127

Tinbuen AS 2,004
Hauken Invest AS 2,004
Kuppelvik AS 4,008
Karpus AS 1,002
CHBIT Holding AS 9,759
Rygg Kjellesvik AS 5,798
James Paul Oberkircher 5,210
Batti Geo AS 4,251
Roger David Mc Collin 2,405
Landr Eiendom DA 2,899
Fram Exploration AS 9,758

In addition, the Board of Directors of the Company has a power of attorney to issue a
convertible loan with a maximum combined loan amount of NOK 45,000,000, convertible
into new shares in the Company with a maximum aggregate share capital of NOK
20,563,943. The power of attorney to the Board of Directors of the Company expires on
24 October 2014.
To the best of our knowledge, the resolutions to increase the share capital and issue the
currently outstanding subscription rights meet the requirements applicable under
Norwegian law.
(d) The Company has confirmed in writing that no options are currently outstanding. We
have made no independent verification of such verbal confirmations.
(e) To the best of our knowledge, and based solely on the information we have received
through the Documents (to which we have made no independent verification), all issues,
allotments and transfer of shares in the capital of the Company are valid and have been
effected in accordance with the Articles of Incorporation and applicable laws in Norway.

The foregoing opinion is subject to the following qualifications:
(1) any term of an agreement may under Norwegian law be amended orally, despite any
provision in the agreement to the contrary;

(2) where any party to the Documents is vested with the discretion or may determine the
matter in its opinion, Norwegian law may require that such discretion be exercised
reasonably or that such opinion be based on reasonable grounds, and such provisions
will not necessarily prevent judicial inquiry into the merit of such determination;

(3) in opining that the Documents are enforceable we do not express any view on the
particular remedies available. The term enforceable as used in this opinion means that
APPENDIX D LEGAL OPINIONS
D-128

the obligations assumed by the Company under the Documents are of a type which
Norwegian courts will generally enforce. It does not mean that those obligations will
necessarily be enforced in all circumstances in accordance with their terms. Enforcement
of claims in Norway is subject to the mandatory provisions of the Enforcement Act.
Further, we express no opinion as to the enforceability by Norwegian courts of
obligations governed by foreign laws, or the enforceability by Norwegian courts of
judgments rendered by foreign courts or foreign regulatory authorities;

(4) we express no opinion as to whether specific performance or injunctive relief, being
discretionary remedies, would necessarily be available in respect of any of the
obligations under the Documents;

(5) a certificate, determination, notification, minute or opinion might be held by the
Norwegian courts not to be conclusive if it could be shown to have an unreasonable or
arbitrary basis or in the event of manifest error despite any provision in any document to
the contrary;

(6) we express no opinion in respect to any tax (including special petroleum tax), duty, VAT
and/or accounting (in Norwegian skatt, avgift, merverdi eller regnskap) issues in
relation to (i) the Company and its operations and assets or liabilities, (ii) the Documents
and (iii) any disposals/transactions contemplated by the Documents (outside of scope of
our limited due diligence review of the Company); and

(7) claims may become barred under the Limitation Act or may become subject to defences
or set-off or counter-claims and to any provisions generally applicable under Norwegian
law in respect of invalidation of unfair contract terms, and the validity, performance and
enforcement of the Documents may be limited or affected by bankruptcy, insolvency,
administration or similar laws affecting creditors rights generally.

This opinion is governed by and limited to the laws of the Kingdom of Norway, and we express
no opinion herein concerning any other law, or as to any specific legal issues other than those
explicitly addressed above. We disclaim any express or implied undertaking or obligation to
advise of any subsequent change of law or fact (even though the change may affect the legal
analysis, a legal conclusion or an informational confirmation in this opinion letter).
This opinion letter has been prepared solely for inclusion in the Offer Document of Listco in
connection with the Initial Public Offering of the shares of Listco on the Catalist Board of the
Singapore Exchange Securities Trading Limited, and is addressed to and is solely for the benefit
of (i) the Board of Directors of Listco, (ii) PrimePartners Corporate Finance Pte. Ltd. and (iii) UOB
Kay Hian Private Limited. It may not, without our prior written consent, be relied upon for any
other purpose or be disclosed to or relied upon by any other person.

APPENDIX D LEGAL OPINIONS
D-129

However, on the basis that (i) such disclosure is made solely to enable any such person to be
informed that an opinion has been given and to be made aware of its terms but not for the
purposes of reliance, (ii) we do not assume or accept any duty or liability whatsoever to any
person to whom such disclosure is made and (iii) (other than in relation to disclosure under
paragraph (a) below) such person agrees (x) not to further disclose this opinion letter or its
contents to any other person, other than as permitted above, without our prior written consent,
and (y) that we shall have no duty or liability whatsoever as a result of such disclosure, this
opinion letter may be disclosed without our prior written consent to:

(a) any person to whom disclosure is required to be made by applicable law or court order
or pursuant to the rules or regulations of any supervisory or regulatory body or in
connection with any judicial proceedings; and

(b) the officers, employees, auditors and professional advisers of any addressee.

This opinion shall be governed by and construed in accordance with Norwegian law and shall be
subject to the exclusive jurisdiction of the courts of Norway, the venue to be the Oslo District
Court.


Yours faithfully,
Arntzen de Besche Advokatfirma AS

Christian Fr. Michelet
APPENDIX D LEGAL OPINIONS
D-130




To:

The Board of Directors of:

Rex International Holding Pte. Ltd.
80 Robinson Road
#02-00
Singapore 068898


PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705


UOB Kay Hian Private Limited
8 Anthony Road #01-01
Singapore 229957


Oslo, 27 June 2013
59378/4501192
Counsel in charge: Christian Fredrik Michelet

Dear Sirs,
We have acted as Norwegian special legal counsel in connection with a legal due diligence
review for the purpose of assisting certain parties, including Rex International Holding Pte. Ltd.
(to be renamed Rex International Holding Limited) (the Listco), PrimePartners Corporate
Finance Pte. Ltd. and UOB Kay Hian Private Limited, in understanding certain aspects of the legal
position of Lime Petroleum Norway AS (Norwegian org.no. 998 726 441) in connection with the
proposed initial public offering and listing of the shares of the Listco on Catalist, the sponsor-
supervised board of the Singapore Exchange Securities Trading Limited.
In such capacity, we have examined copies of documents provided to us by Lime Petroleum
Norway AS (the Company) and which fall within the terms of reference and scope of our
limited legal due diligence exercise (the documents which formed the basis for our limited due
diligence review of the Company are collectively hereafter referred to as the Documents and
are listed hereto as Appendix 1). Our limited legal due diligence review was not intended to be a
review of all potentially relevant legal issues relating to the Company, but was intended to
highlight those legal issues which we, within the agreed limited scope of our due diligence
APPENDIX D LEGAL OPINIONS
D-131

exercise, in our absolute discretion when carrying out the limited due diligence review,
considered to be material in the context of our assignment. Our limited legal due diligence
review was completed on 24 June 2013 (the Cut-off Date). Unless explicitly stated in paragraph
1 below, this legal opinion only refers to facts and circumstances following from the Documents
as at the Cut-off Date and hence this legal opinion does not address, and shall in no
circumstances be understood or implied to address, any facts and circumstances after the Cut-
off Date.

In giving this opinion we have assumed:

(a) the genuineness of all signatures and the authenticity of all documents submitted to us
and the conformity to authentic original documents of all documents submitted to us as
certified, conformed, photostatic, electronic or facsimile copies, and the conformity to
the execution copies of all drafts submitted to us as final drafts;
(b) that all the parties to each of the Documents (other than the Company) are duly
incorporated or formed and validly existing under the laws of their relevant jurisdiction;
(c) that there have been no amendments to the company certificate or the Articles of
Incorporation as compared to the forms provided to us as part of the Documents for the
purpose of this opinion and no resolutions of the Company have been made after the
Cut-off Date requiring a filing to be made to the Norwegian company register which will
have the effect that the company certificate or the Articles of Incorporation are or will be
amended;

(d) that each of the Documents is duly authorised, executed and delivered by and is within
the capacity and powers of the parties thereto (other than the Company);

(e) that there are no provisions of the laws of any jurisdiction other than Norway which
would have any implications on the opinion we express; and that there are no provisions
in, or other aspects of, any document other than the Documents which would have any
implications on the opinion we express;

(f) the accuracy and completeness of all factual representations produced to us in
documents and otherwise, and therefore we have made no independent investigation
thereof;

(g) that all necessary consents, authorisations and approvals whatsoever required in any
relevant jurisdiction (other than Norway) for the execution and performance of each of
the Documents by each of the parties thereto have been, or will be, obtained and that all
necessary notices, filings, registrations and recordings required in any applicable
jurisdiction (other than Norway) in respect of each of the Documents have been, or will
be, given or effected in accordance with the laws and regulations of every such
applicable jurisdiction;
APPENDIX D LEGAL OPINIONS
D-132


(h) that the Company has not passed any voluntary resolution, and that no petition has been
presented to or order made by a court, for the winding-up, composition proceedings,
bankruptcy or commencement of debt negotiations of the Company;

(i) that any corporate records inspected for the purpose of this opinion letter were accurate
and complete and contained all records and documents which they properly should
contain and that all meetings of directors and shareholders, minutes of which were
contained in the corporate records, were validly convened and held; and

(j) in reviewing any contract, agreement, instrument or other document which by its terms
purports to be governed by the laws of any jurisdiction other than the Kingdom of
Norway, we are relying solely upon our understanding of the plain language of any such
contract, agreement, instrument or other document (or the English translation, if
applicable).

We do not purport to render an opinion in respect of any jurisdiction other than the laws of
Norway as the same are in full force and effect at the date hereof. This opinion relates only to
matters of law on the date hereof and is based on facts known to us as of the Cut-off Date, and
we may not express any opinion as to consequences of later alterations to such facts.

On the basis of the foregoing and subject to the qualifications and reservations hereinafter set
forth, we are of the opinion that:

1. Status of Company, Due Incorporation and Compliance with Laws:

(a) the Company is a limited company validly existing and duly registered under the laws of
Norway and it possesses the capacity to sue and be sued in its own name and has the
power to carry on its business and to own its property and other assets, and as of noon
Norwegian time on the Cut-off Date the Norwegian Register of Business Enterprises has
not registered any petition or resolution for winding-up or dissolution of the Company;

(b) the Company has the power and authority to execute, deliver and to perform its
obligations under the Documents, and to enter into any other legally binding and
enforceable contracts and undertakings within its scope of business as set out in the
Articles of Incorporation, and, save as set out in paragraph 1 (e), no general approvals,
permits, consents, licences and registrations, etc. for the Company's due establishment
and conduct of business are required other than the ordinary registration of the
Company as incorporated, and ordinary tax/VAT registration, and the Company has
complied with these regulations;

(c) the Documents have been validly and properly executed by the Company and the
obligations of the Company under the Documents constitute its legal, valid, binding and
enforceable obligations, and by performing its obligations under the Document the
APPENDIX D LEGAL OPINIONS
D-133

Company will to the best of our knowledge not constitute a breach of the terms of the
Articles of Incorporation of the Company;

(d) to the best of our knowledge , there are no provisions or irregularities, inconsistencies or
other matters contained in the Documents which would adversely affect:

i. the status of the Company as a duly incorporated or established independent
legal entity;
ii. the business of the Company as presently conducted and as set out in its Articles
of Incorporation; or
iii. the Companys power and authority to own, use, lease and operate its properties
and other assets;

(e) the pre-qualification of the Company as a licensee on the Norwegian Continental Shelf
was confirmed by the Norwegian Ministry of Petroleum and Energy on 8 February 2013.
With the pre-qualification, the Company is given the opportunity (but not entitlement) to
be a participant in production licenses on the Norwegian Continental Shelf, thus
simplifying the process of subsequent license award and/or license transfer approval;

(f) there are no public searches available in Norway to investigate whether the Company is
involved in litigation proceedings. The court of home jurisdiction at the Companys
registered place of business has however confirmed that as of noon Norwegian time on
the Cut-off Date there are no currents cases instituted against the Company before that
legal venue; and

(g) the Company as buyer and North Energy ASA as seller entered on 17 April 2013 into an
agreement regarding the assignment to the Company of participating interests in PL 498
(Company shall acquire 5% of total interest), PL 503 (Company shall acquire 12.5% of
interest), PL 503B (Company shall acquire 12.5% of total interest), PL 526 (Company shall
acquire 33.3% of total interest), PL 562 (Company shall acquire 5% of total interest) and
PL 616 (Company shall acquire 5% of total interest) on the Norwegian Continental Shelf.
The agreement has been signed by both the Company and North Energy ASA, and is
valid and enforceable between the parties. The completion of the transfer of the
assigned interests is conditional upon the fulfilment of certain conditions which are
further set out in the agreement.

2. Share Capital of the Company
(a) The issued and paid-up capital and the respective percentages of shareholdings of the
existing shareholders of the Company pursuant to the register of shareholders of the
Company as at the date of this letter are as follows:
Issued and paid up
capital
NOK 12,000,000 divided into 120,000 shares of NOK 100
each
APPENDIX D LEGAL OPINIONS
D-134


We have not made any evaluation of whether NOK 12,000,000 is the appropriate
capitalisation of the Company in view of its business and the expected risks and capital
needs.
(b) The present (sole) shareholder of the Company is:
Name of shareholder Class of
shares
held
Number of
shares held
Percentage of shares
held
LIME Petroleum PLC N/A 120,000 100

(c) The Company has verbally informed that no options or convertible securities have been
issued. We have made no independent verification of such verbal confirmations.
(d) To the best of our knowledge, and based solely on the information we have received
through the Documents (to which we have made no independent verification), all issues
and allotments and transfer of shares in the capital of the Company are valid and have
been effected in accordance with the Articles of Association and applicable laws in
Norway.

The foregoing opinion is subject to the following qualifications:
(1) any term of an agreement may under Norwegian law be amended orally, despite any
provision in the agreement to the contrary;

(2) where any party to the Documents is vested with the discretion or may determine the
matter in its opinion, Norwegian law may require that such discretion be exercised
reasonably or that such opinion be based on reasonable grounds, and such provisions
will not necessarily prevent judicial inquiry into the merit of such determination;

(3) in opining that the Documents are enforceable we do not express any view on the
particular remedies available. The term enforceable as used in this opinion means that
the obligations assumed by the Company under the Documents are of a type which
Norwegian courts will generally enforce. It does not mean that those obligations will
necessarily be enforced in all circumstances in accordance with their terms. Enforcement
of claims in Norway is subject to the mandatory provisions of the Enforcement Act.
Further, we express no opinion as to the enforceability by Norwegian courts of
obligations governed by foreign laws, or the enforceability by Norwegian courts of
judgments rendered by foreign courts or foreign regulatory authorities;

APPENDIX D LEGAL OPINIONS
D-135

(4) we express no opinion as to whether specific performance or injunctive relief, being
discretionary remedies, would necessarily be available in respect of any of the
obligations under the Documents;

(5) a certificate, determination, notification, minute or opinion might be held by the
Norwegian courts not to be conclusive if it could be shown to have an unreasonable or
arbitrary basis or in the event of manifest error despite any provision in any document to
the contrary;

(6) we express no opinion in respect to any tax (including special petroleum tax), duty, VAT
and/or accounting (in Norwegian skatt, avgift, merverdi eller regnskap) issues in
relation to (i) the Company and its operations and assets or liabilities, (ii) the Documents
and (iii) any disposals/transactions contemplated by the Documents (outside of scope of
our limited due diligence review of the Company); and

(7) claims may become barred under the Limitation Act or may become subject to defences
or set-off or counter-claims and to any provisions generally applicable under Norwegian
law in respect of invalidation of unfair contract terms, and the validity, performance and
enforcement of the Documents may be limited or affected by bankruptcy, insolvency,
administration or similar laws affecting creditors rights generally.

This opinion is governed by and limited to the laws of the Kingdom of Norway, and we express
no opinion herein concerning any other law, or as to any specific legal issues other than those
explicitly addressed above. We disclaim any express or implied undertaking or obligation to
advise of any subsequent change of law or fact (even though the change may affect the legal
analysis, a legal conclusion or an informational confirmation in this opinion letter).
This opinion letter has been prepared solely for inclusion in the Offer Document of Listco in
connection with the Initial Public Offering of the shares of Listco on the Catalist Board of the
Singapore Exchange Securities Trading Limited, and is addressed to and is solely for the benefit
of (i) the Board of Directors of Listco, (ii) PrimePartners Corporate Finance Pte. Ltd. and (iii) UOB
Kay Hian Private Limited. It may not, without our prior written consent, be relied upon for any
other purpose or be disclosed to or relied upon by any other person.

However, on the basis that (i) such disclosure is made solely to enable any such person to be
informed that an opinion has been given and to be made aware of its terms but not for the
purposes of reliance, (ii) we do not assume or accept any duty or liability whatsoever to any
person to whom such disclosure is made and (iii) (other than in relation to disclosure under
paragraph (a) below) such person agrees (x) not to further disclose this opinion letter or its
contents to any other person, other than as permitted above, without our prior written consent,
and (y) that we shall have no duty or liability whatsoever as a result of such disclosure, this
opinion letter may be disclosed without our prior written consent to:

APPENDIX D LEGAL OPINIONS
D-136

(a) any person to whom disclosure is required to be made by applicable law or court order
or pursuant to the rules or regulations of any supervisory or regulatory body or in
connection with any judicial proceedings; and

(b) the officers, employees, auditors and professional advisers of any addressee.

This opinion shall be governed by and construed in accordance with Norwegian law and shall be
subject to the exclusive jurisdiction of the courts of Norway, the venue to be the Oslo District
Court.



Yours faithfully,
Arntzen de Besche Advokatfirma AS

Christian Fr. Michelet


APPENDIX D LEGAL OPINIONS
D-137
APPENDIX D LEGAL OPINIONS
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APPENDIX D LEGAL OPINIONS
D-139
APPENDIX D LEGAL OPINIONS
D-140
APPENDIX D LEGAL OPINIONS
D-141
APPENDIX D LEGAL OPINIONS
D-142





BAQAL PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Dear Sirs
BAQAL PETROLEUM LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-143


BAQAL PETROLEUM LTD.
27 June 2013
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For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 6 January 2012
by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 6 January 2012) (the MoA) and the Articles of Association (dated 6
January 2012) of the Company, certified by the Registrar of Corporate Affairs in the
BVI on 30 May 2013 (collectively referred to as the Constitutional
Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 1 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
APPENDIX D LEGAL OPINIONS
D-144


BAQAL PETROLEUM LTD.
27 June 2013
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8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
APPENDIX D LEGAL OPINIONS
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BAQAL PETROLEUM LTD.
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information which is material for the purposes of this opinion and such information
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business in the oil and gas industry outside the British
Virgin Islands.
(4) Based solely upon the Company Search and the Litigation Search:
APPENDIX D LEGAL OPINIONS
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(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business in the oil and gas industry outside the British
Virgin Islands.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
APPENDIX D LEGAL OPINIONS
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(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
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DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-149


BAQAL PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich


SCHEDULE

Name of member Number of shares of no
par value held
Percentage of
shares held
1. Lime Petroleum Ltd. 1,000 100%
TOTAL 1,000 100%


APPENDIX D LEGAL OPINIONS
D-150






DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Dear Sirs
DAHAN PETROLEUM LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-151


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 2 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 30 April 2010
by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 30 April 2010 and amended on 3 May 2011) (the MoA) and the Articles of
Association (dated 30 April 2010) of the Company, certified by the Registrar of
Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the
Constitutional Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 1 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
APPENDIX D LEGAL OPINIONS
D-152


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 3 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
APPENDIX D LEGAL OPINIONS
D-153


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 4 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the members of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business in the oil and gas industry outside the British
Virgin Islands.
(4) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
APPENDIX D LEGAL OPINIONS
D-154


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 5 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business in the oil and gas industry outside the British
Virgin Islands.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
APPENDIX D LEGAL OPINIONS
D-155


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 6 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-156


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 7 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-157


DAHAN PETROLEUM LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
SCHEDULE

Name of members Number of shares of
par value US$1.00 each
held
Percentage of
shares held
1. Lime Petroleum Ltd. 100,000 59%
2. Right Ally Limited 27,119 16%
3. Schroder & Co Banque S.A. 42,373 25%
TOTAL 169,492 100%


APPENDIX D LEGAL OPINIONS
D-158







Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 1 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich


ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957


Dear Sirs
Lime Petroleum Ltd. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-159


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 2 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 10 June 2011
by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 10 June 2011) (the MoA) and the Articles of Association (dated 10 June
2011) of the Company, certified by the Registrar of Corporate Affairs in the BVI on
30 May 2013 (collectively referred to as the Constitutional Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 5 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
APPENDIX D LEGAL OPINIONS
D-160


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 3 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
APPENDIX D LEGAL OPINIONS
D-161


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 4 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business in the oil and gas industry outside the British
Virgin Islands.
(4) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
APPENDIX D LEGAL OPINIONS
D-162


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 5 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
appointment of a receiver with the Registrar of Corporate Affairs does not
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business in the oil and gas industry outside the British
Virgin Islands.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
APPENDIX D LEGAL OPINIONS
D-163


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 6 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-164


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 7 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-165


Lime Petroleum Ltd.
Ref: 419059.0001
27 June 2013
Page 8 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich
SCHEDULE

Name of member Number of shares of
par value US$1.00 each
held
Percentage of
shares held
1. Lime Petroleum PLC 100,000 100%
TOTAL 100,000 100%


APPENDIX D LEGAL OPINIONS
D-166






MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich


ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957


Dear Sirs
MASIRAH OIL LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-167


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 2 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 2 April 2009 by
the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 2 April 2009, amended on 7 May 2012) (the MoA) and the Articles of
Association (dated 2 April 2009) of the Company, as annexed to the Certificate of
Incumbency (collectively referred to as the Constitutional Documents).
4. A copy of the Certificate of Incumbency dated 4 June 2013 (the Certificate of
Incumbency) issued by Mossack Fonseca & Co (B.V.I.) Ltd. (the Registered
Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 25 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, as annexed to the
Certificate of Incumbency (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, as annexed to the
Certificate of Incumbency (the Register of Members).
8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
APPENDIX D LEGAL OPINIONS
D-168


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 3 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
APPENDIX D LEGAL OPINIONS
D-169


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 4 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the members of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business in the oil and gas industry outside the British
Virgin Islands.
(4) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
APPENDIX D LEGAL OPINIONS
D-170


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 5 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

appointment of a receiver with the Registrar of Corporate Affairs does not
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business in the oil and gas industry outside the British
Virgin Islands.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
APPENDIX D LEGAL OPINIONS
D-171


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 6 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-172


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 7 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-173


MASIRAH OIL LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

SCHEDULE

Name of members Number of shares of no
par value held
Percentage of
shares held
1. PETROCI HOLDING, Socit
Nationale dOprations
Ptrolires de la Cte dlvoire
360 36%
2. Lime Petroleum Ltd. 640 64%
TOTAL 1,000 100%


APPENDIX D LEGAL OPINIONS
D-174






REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957


Dear Sirs
REX INTERNATIONAL HOLDING LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-175


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 2 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 24 September
2012 by the Registrar of Corporate Affairs in the BVI, the Memorandum of
Association (dated 24 September 2012) (the MoA) and the Articles of Association
(dated 24 September 2012) of the Company, certified by the Registrar of Corporate
Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional
Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 1 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
APPENDIX D LEGAL OPINIONS
D-176


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 3 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion.
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
APPENDIX D LEGAL OPINIONS
D-177


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 4 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
APPENDIX D LEGAL OPINIONS
D-178


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 5 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(4) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(5) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business as a holding company.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
APPENDIX D LEGAL OPINIONS
D-179


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 6 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-180


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 7 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-181


REX INTERNATIONAL HOLDING LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
BermudaBritishVirginIslandsCaymanIslandsGuernseyHongKongIsleofManJerseyLondonMauritiusSeychellesShanghaiZurich

SCHEDULE

Name of member Number of shares of
no par value held
Percentage of
shares held
1. Rex International Investments
Pte. Ltd.
50,000 100%
TOTAL 50,000 100%


APPENDIX D LEGAL OPINIONS
D-182






REX US LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957


Dear Sirs
REX US LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-183


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 2 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 24 September
2012 by the Registrar of Corporate Affairs in the BVI, the Memorandum of
Association (dated 24 September 2012) (the MoA) and the Articles of Association
(dated 24 September 2012) of the Company, certified by the Registrar of Corporate
Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional
Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 1 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
APPENDIX D LEGAL OPINIONS
D-184


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 3 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
APPENDIX D LEGAL OPINIONS
D-185


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 4 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
APPENDIX D LEGAL OPINIONS
D-186


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 5 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(4) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(5) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business as a holding company.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
APPENDIX D LEGAL OPINIONS
D-187


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 6 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.

APPENDIX D LEGAL OPINIONS
D-188


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 7 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-189


REX US LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

SCHEDULE

Name of member Number of shares of
no par value held
Percentage of
shares held
1. REX INTERNATIONAL HOLDING
LTD.
50,000 100%
TOTAL 50,000 100%


APPENDIX D LEGAL OPINIONS
D-190






ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 1 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Dear Sirs
ZUBARA PETROLEUM LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-191


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 2 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 18 January 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 5 July 2011 by
the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 5 July 2011) (the MoA) and the Articles of Association (dated 5 July 2011)
of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30
May 2013 (collectively referred to as the Constitutional Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 5 February 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
8. A copy of the Certificate of Good Standing dated 22 January 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
APPENDIX D LEGAL OPINIONS
D-192


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 3 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
APPENDIX D LEGAL OPINIONS
D-193


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 4 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business in the oil and gas industry outside the British
Virgin Islands.
(4) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
APPENDIX D LEGAL OPINIONS
D-194


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 5 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
appointment of a receiver with the Registrar of Corporate Affairs does not
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business in the oil and gas industry outside the British
Virgin Islands.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
APPENDIX D LEGAL OPINIONS
D-195


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 6 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-196


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 7 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-197


ZUBARA PETROLEUM LTD.
Ref: 419059.0001
27 June 2013
Page 8 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
SCHEDULE

Name of member Number of shares of
par value US$1.00 each
held
Percentage of
shares held
1. Lime Petroleum Ltd. 100,000 100%
TOTAL 100,000 100%


APPENDIX D LEGAL OPINIONS
D-198







REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 1 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Dear Sirs
REX OIL & GAS LTD (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.


APPENDIX D LEGAL OPINIONS
D-199


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 2 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 2 April 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 2 April 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 24 September
2008 by the Registrar of Corporate Affairs in the BVI, the Memorandum of
Association (dated 24 September 2008) (the MoA) and the Articles of Association
(dated 24 September 2008) of the Company, certified by the Registrar of Corporate
Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional
Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 3 April 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
APPENDIX D LEGAL OPINIONS
D-200


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 3 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
8. A copy of the Certificate of Good Standing, dated 2 April 2013, issued by the
Registrar of Corporate Affairs in respect of the Company (the Certificate of Good
Standing).
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
APPENDIX D LEGAL OPINIONS
D-201


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 4 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
APPENDIX D LEGAL OPINIONS
D-202


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 5 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(4) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(5) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business as a holding company.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
APPENDIX D LEGAL OPINIONS
D-203


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 6 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-204


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 7 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-205


REX OIL & GAS LTD
27 June 2013
Ref: 419059.0001
Page 8 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
SCHEDULE

Name of member Number of shares of
par value US$1.00
each held
Percentage of
shares held
1. REX INTERNATIONAL HOLDING
LTD.
50,000 100%
TOTAL 50,000 100%


APPENDIX D LEGAL OPINIONS
D-206






REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 1 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich

ManagingPartner
FrancesLWoo

Partners
JeffreyKirk
JudyLee
JohnMelia
EliotSimpson
HongKongOffice
2206-19JardineHouse
1ConnaughtPlace
Central
HongKong

Tel+85225238123
Fax+85225245548

applebyglobal.com
27 June 2013
The Board of Directors
REX INTERNATIONAL HOLDING PTE. LTD.
80 Robinson Road
#02-00
Singapore 068898

and

PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

and

UOB Kay Hian Private Limited
8 Anthony Road
#01-01
Singapore 229957

Dear Sirs
REX SOUTH EAST ASIA LTD. (the Company)
This opinion as to the laws of the British Virgin Islands is addressed to you in connection
with the Company.



APPENDIX D LEGAL OPINIONS
D-207


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 2 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
For the purposes of this opinion, we have examined and relied upon the following:
1. The public records of the Company on file and available for inspection at the
Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as
revealed by a search on 2 April 2013 and updated on 21 June 2013 (the
Company Search).
2. The records of proceedings on file with, and available for inspection at the High
Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search
on 2 April 2013 and updated on 21 June 2013 in respect of the Company (the
Litigation Search).
3. Copies of the Certificate of Incorporation of the Company issued on 19 March 2013
by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association
(dated 19 March 2013) (the MoA) and the Articles of Association (dated 19 March
2013) of the Company, certified by the Registrar of Corporate Affairs in the BVI on
30 May 2013 (collectively referred to as the Constitutional Documents).
4. A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of
Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the
Registered Agent), the Companys registered agent, in respect of the Company.
5. A copy of the Certificate of Incumbency dated 3 April 2013 issued by the
Registered Agent, in respect of the Company.
6. A copy of the Register of Directors in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Directors).
7. A copy of the Register of Members in respect of the Company, certified by the
Registered Agent on 30 May 2013 (the Register of Members).
8. A copy of the Certificate of Good Standing dated 2 April 2013 issued by the
Registrar of Corporate Affairs, in respect of the Company (the Certificate of
Good Standing).
APPENDIX D LEGAL OPINIONS
D-208


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 3 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
9. A copy of the Director's Certificate of the Company dated 27 June 2013 (the
Directors Certificate) confirming certain matters of fact and opinion,
(collectively hereinafter referred to as the Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents and other
documentation examined by us submitted to us as originals and the conformity to
authentic original documents of all Documents and other such documentation
submitted to us as certified, conformed, notarised, faxed, scanned or photostatic
copies;
(b) that each of the Documents and other such documentation which was received by
electronic means is complete, intact and in conformity with the transmission as
sent;
(c) the genuineness of all signatures and seals on the Documents;
(d) the authority, capacity and power of each of the persons signing the Documents;
(e) that any representation, warranty or statement of fact or law, other than as to the
laws of the British Virgin Islands, made in any of the Documents is true, accurate
and complete;
(f) that the records which were the subject of the Company Search and Litigation
Search were complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such information
has not since the date of the Company Search nor the date of the Litigation Search
been materially altered;
APPENDIX D LEGAL OPINIONS
D-209


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 4 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(g) that there are no changes to the information on the Certificate of Incumbency and
the information therein remains current; and
(h) that there are no changes to the Constitutional Documents, the Register of
Directors and the Register of Members and the information therein remains current.
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and
to any matters not disclosed to us, we are of the opinion that:
(1) The Company is a company limited by shares duly incorporated under the British
Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing
and in good standing under the laws of the British Virgin Islands. The Company is
a separate legal entity and possesses the capacity to sue and be sued in its own
name.
(2) Based solely upon our review of the Certificate of Incumbency, the Register of
Members and the Directors Certificate, the shares of the Company registered in
the name of the member of the Company are as set out in the Schedule to this
opinion.
(3) No consent, licence or authorisation of or by any governmental authority of the
British Virgin Islands is required to be obtained by the Company in connection with
the Company carrying on business as a holding company.
(4) Based solely upon the Company Search and the Litigation Search:
(i) no court proceedings are pending against the Company; and
(ii) no currently valid order or resolution for winding up of the Company and no
current notice of appointment of a receiver over the Company or any of its
assets appears, but it should be noted that failure to file notice of
appointment of a receiver with the Registrar of Corporate Affairs does not
APPENDIX D LEGAL OPINIONS
D-210


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 5 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
invalidate the receivership but merely gives rise to penalties on the part of
the receiver.
(5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the
Company has, irrespective of corporate benefit, full capacity, rights, powers and
privileges to carry on or undertake any business or activity, do any act or enter into
any transaction.
(6) There is no express provision under the Constitutional Documents prohibiting the
Company from carrying on business as a holding company.
RESERVATIONS
Our opinion is subject to the following reservations:
(a) We express no opinion as to any law other than British Virgin Islands law and none
of the opinions expressed herein relate to compliance with or matters governed by
the laws of any jurisdiction except the British Virgin Islands. This opinion is limited
to British Virgin Islands law as applied by the courts of the British Virgin Islands at
the date hereof.
(b) The term good standing as used in this opinion means solely that the Company
has received a Certificate of Good Standing from the Registrar of Corporate Affairs.
(c) In order to issue this opinion we have carried out the Company Search and have
not enquired as to whether there has been any change since the date of such
search.
(d) In order to issue this opinion we have carried out the Litigation Search and have
not enquired as to whether there has been any change since the date of such
search.
(e) The Company Search and the Litigation Search are not conclusive and it should be
noted that the Company Search and the Litigation Search do not reveal:
APPENDIX D LEGAL OPINIONS
D-211


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 6 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
(i) details of matters which have not been lodged for registration or have been
lodged for registration but not actually registered at the time of the
searches;
(ii) details of any proceedings which have been filed but not actually entered in
the records of proceedings at the time of the searches.
(f) With respect to this opinion, we have relied upon statements and representations
made to us in the Directors Certificate provided to us by an authorised director of
the Company for the purposes of this opinion. We have made no independent
verification of the matters referred to in the Directors Certificate, and we qualify
our opinion to the extent that the statements or representations made in the
Directors Certificate are not accurate in any respect.
(g) In respect of paragraph 2 above, this is subject to the Register of Members not
containing any manifest error and the absence of fraud or other extraordinary
circumstances which may lead to the Register of Members being rectified pursuant
to an order of the Court issued in accordance with the BVIBC Act or other
competent court.
APPENDIX D LEGAL OPINIONS
D-212


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 7 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
DISCLOSURE
This opinion is addressed to you solely for your benefit and is neither to be transmitted to
any other person, nor relied upon by any other person or for any other purpose nor quoted
or referred to in any public document nor filed with any governmental agency or person,
without our prior written consent, except as may be required by law or regulatory
authority. Further, this opinion speaks as of its date and is strictly limited to the matters
stated herein and we assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change.
This opinion has been prepared solely for inclusion in an offer document of REX
INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING
LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL
HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading
Limited.
This opinion is governed by and is to be construed in accordance with British Virgin Islands
law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than the British Virgin Islands.
Yours faithfully

Appleby
APPENDIX D LEGAL OPINIONS
D-213


REX SOUTH EAST ASIA LTD.
27 June 2013
Ref: 419059.0001
Page 8 of 8
Bermuda BritishVirginIslands CaymanIslands Guernsey HongKong IsleofMan Jersey London Mauritius Seychelles Shanghai Zurich
SCHEDULE

Name of member Number of shares of
no par value held
Percentage of
shares held
1. REX INTERNATIONAL HOLDING
LTD.
10,000 100%
TOTAL 10,000 100%


APPENDIX D LEGAL OPINIONS
D-214


Our reference: S20130067/WMC
27 }une 2O13
Y LMAIL/COURILR

Rex InleinalionaI HoIding Ile. Lld.
(lo le ienaned "Rcx IntcrnatInna! Hn!dIng LImItcd upon conveision lo a pulIic
conpany) (lhe "LIstcn)
8O Rolinson Road
#O2-OO
Singapoie O68898
$WWHQWLRQ7KH%RDUGRI'LUHFWRUV

IiineIailneis Coipoiale Iinance Ile. Lld.
2O CeciI Slieel
#21-O2 Lquily IIaza
Singapoie O497O5

UO Kay Hian Iiivale Liniled
8 Anlhony Road #O1-O1
Singapoie 229957
Deai Siis
HIREX PETROLEUM 5DN BHD (COMPANY NUMBER 1033124-H) (THE
"5UB5IDIARY")
We have acled as counseI lo lhe Lislco in conneclion vilh lhe pioposed Iisling of
lhe Lislco on CalaIisl of lhe Singapoie Lxchange Secuiilies Tiading Liniled (lhe
5GX-5T) lhiough an iniliaI pulIic offeiing (lhe LIstIng) and in conneclion
lheielo, ve have leen insliucled lo conducl a IegaI due diIigence on lhe
Sulsidiaiy.
We aie duIy quaIified lo piaclice Iav in MaIaysia and such quaIificalion has nol
leen ievoked, suspended, iesliicled oi Iiniled in any nannei vhalsoevei.
AccoidingIy, ve aie duIy quaIified lo issue lhis IegaI opinion.
In such capacily, ve have exanined oiiginaIs oi copies of lhe coipoiale iecoids,
appiovaIs, Iicences, peinils, ceilificales and Ielleis issued ly goveinnenl
aulhoiilies and olhei insliunenls as ve have deened necessaiy oi advisalIe foi
lhe puiposes of iendeiing lhis opinion, in pailicuIai:
(a) a copy of lhe iesuIls of conpany seaich conducled on lhe Sulsidiaiy al lhe
Conpanies Connission of MaIaysia (lhe CCM) on 26 }une 2O13 (CCM
Rcsu!ts),
(l) oui due diIigence iepoil daled 27 }une 2O13 vheiein ve have sel oul lhe
iesuIls of oui due diIigence enquiiy (Duc DI!Igcncc Rcpnrt),
APPENDIX D LEGAL OPINIONS
D-215

27 }une 2O13
Iage 2


(c) a copy of lhe iesuIls of a vinding up oidei seaich conducled on lhe
Sulsidiaiy al lhe Depailnenl of InsoIvency (lhe '2,) on 26 }une 2O13
('2,5HVXOWV), and
(d) a copy of lhe Slaluloiy DecIaialion daled 25 }une 2O13 and execuled ly
Mans NickIas Lidgien, diiecloi of lhe Sulsidiaiy ('XH 'LOLJHQFH
'HFODUDWLRQ).
The alove shaII coIIecliveIy le knovn as lhe 'RFXPHQWV.
In such exaninalion, ve have assuned lhe genuineness of aII signaluies and lhe
aulhenlicily of aII Docunenls sulnilled lo us as oiiginaIs and lhe confoinily lo
lhe oiiginaI docunenls of aII Docunenls sulnilled lo us as pholocopies, and lhe
genuineness of aII signaluies, chops and seaIs on aII such Docunenls vhich leai
such signaluies, chops and seaIs.
We accepl no iesponsiliIily foi onissions oi inaccuiacies caused ly lhe facl lhal
lhose Docunenls veie nol avaiIalIe oi ieIeased oi lhal infoinalion vas nol nade
avaiIalIe lo us.
We do nol puipoil lo le an expeil on oi lo le geneiaIIy faniIiai vilh oi quaIified
lo expiess IegaI opinions lased on any Iavs olhei lhan lhe Iavs of MaIaysia.
Theiefoie oui opinion expiessed heiein ieIales onIy lo lhe Iavs of MaIaysia
cuiienlIy in foice, vhich, foi puiposes of lhis opinion, incIude lhe Iavs, iuIes,
ieguIalions, oideis, iuIings, guideIines, nolices oi ciicuIais of any goveinnenl,
goveinnenlaI oi ieguIaloiy lodies of oi vilhin MaIaysia and aII iefeiences heiein
lo "appIicalIe Iavs of MaIaysia" shaII le consliued accoidingIy.
ased on lhe foiegoing, ve aie of lhe opinion lhal:
'XH,QFRUSRUDWLRQ
1.1 The Sulsidiaiy vas duIy incoipoialed on 29 }anuaiy 2O13 as a piivale
Iiniled conpany undei lhe Conpanies Acl 1965 (lhe &RPSDQLHV $FW)
and is vaIidIy exisling in MaIaysia and lhe Sulsidiaiy has lhe slalus of an
independenl IegaI enlily, having fuII capacily, povei and aulhoiily lo
enlei inlo IegaIIy linding and enfoicealIe conliacls and undeilakings,
vilh fuII povei lo sue oi lo le sued in ils ovn nane. The piincipaI
lusiness of lhe Sulsidiaiy is in eilhei: (i) geneiaI liading, (ii) inveslnenl
hoIding conpany, oi iii) piopeily.
1.2 The Sulsidiaiy has fuII povei and aulhoiily lo ovn, use, Iease and opeiale
ils piopeilies and olhei assels and lo conducl ils lusiness as il is nov
leing conducled and lhe sane is desciiled in lhe nenoiandun of
associalion (0HPRUDQGXP) and ils ailicIes of associalion ($UWLFOHV)
and olhei conslilulive docunenls, incIuding lul nol Iiniled lo ils
ceilificale of incoipoialion.
1.3 The AilicIes of lhe Sulsidiaiy conslilule a IegaI docunenl ieguIaling lhe
ieIalionship lelveen lhe Sulsidiaiy and each of ils shaiehoIdeis and
anong lhe shaiehoIdeis LQWHU VH and is vaIid and IegaIIy linding and
enfoicealIe ly lhe shaiehoIdeis againsl one anolhei. Il shouId le noled
lhal lheie is aIso a shaiehoIdeis agieenenl daled 21 Maich 2O13 enleied
inlo lelveen (1) Rex Soulh Lasl Asia Lld, (2) Oiienl Hiliscus Sdn hd, (3)
APPENDIX D LEGAL OPINIONS
D-216

27 }une 2O13
Iage 3


Rex InleinalionaI HoIding Ile. Lld., (4) Hiliscus IelioIeun eihad, and
(5) lhe Sulsidiaiy (lhe 5harchn!dcrs Agrccmcnt) vhich aIso ieguIales
lhe ieIalionship lelveen lhe Sulsidiaiy and each of ils shaiehoIdeis.
1.4 To lhe lesl of oui knovIedge, lheie aie no piovisions of iiieguIaiilies,
inconsislencies oi olhei nalleis conlained in lhe iecoids of lhe Sulsidiaiy
vhich vouId adveiseIy affecl:
1.4.1 lhe slalus of lhe Sulsidiaiy as a duIy incoipoialed oi eslalIished
independenl IegaI enlily,
1.4.2 lhe lusiness ly lhe Sulsidiaiy as piesenlIy conducled and as sel
oul in ils Menoiandun and AilicIes of Associalion, oi
1.4.3 lhe Sulsidiaiys povei and aulhoiily lo ovn, use, Iease and
opeiale ils piopeilies and olhei assels.
2. Cnmp!Iancc wIth Laws, Apprnva!s and LIccnccs
2.1 To lhe lesl of oui knovIedge and lased on lhe Due DiIigence DecIaialion,
lhe Conpany has nol connenced ils lusiness and accoidingIy no Iicences,
goveinnenl peinils, appiovaIs, consenls, aulhoiisalions oi ceilificalions
aie iequiied.
3. TIt!c tn nr Va!IdIty and EnfnrccabI!Ity nf thc RIghts tn any Asscts
3.1 To lhe lesl of oui knovIedge and lased on lhe Due DiIigence DecIaialion,
lhe Conpany does nol ovn, Iease oi occupy any piopeily.
4. LItIgatInn
4.1 Theie aie no pulIic seaiches avaiIalIe in MaIaysia lo invesligale vhelhei
lhe Sulsidiaiy is invoIved in Iiligalion pioceedings. ased on lhe Due
DiIigence DecIaialion, lhe Sulsidiaiy is nol suljecl lo any acluaI oi
pioposed Iiligalion, invesligalions, discipIinaiy pioceedings pioseculion,
cIains oi pioceedings ly any ieguIaloiy lody oi aililialion knovn lo le
conlenpIaled, nade ly oi againsl oi invoIving lhe Sulsidiaiy in ieIalion
lo any nallei vhalsoevei oi vinding-up pioceedings insliluled againsl
lhe Sulsidiaiy.
5. 5harc CapIta! nf thc 5ubsIdIary
5.1 The aulhoiised shaie capilaI, lhe issued and paid-up capilaI and lhe
iespeclive peicenlages of shaiehoIdings of lhe exisling shaiehoIdeis of lhe
Sulsidiaiy puisuanl lo lhe Ioins 24 (Reluin of AIIolnenl of Shaies) daled
29 }anuaiy 2O13, 13 May 2O13 and 17 }une 2O13 fuinished lo us ly lhe
Conpany Secielaiy of lhe Sulsidiaiy aie as foIIovs:-
Aulhoiised capilaI RM1OO,OOO.OO
Issued and paid-up capilaI RM82,927.OO

5.2 The piesenl shaiehoIdeis of lhe Sulsidiaiy and lheii iespeclive
shaiehoIdings aie as foIIovs:
APPENDIX D LEGAL OPINIONS
D-217

27 }une 2O13
Iage 4


Nane of ShaiehoIdeis Nunlei of Shaies
heId
Ieicenlage of
Shaies heId
Rex Soulh Lasl Asia Lld
4O,OOO oidinaiy
shaies of RM1.OO
each
48.235
Oiienl Hiliscus Sdn hd
4O,OOO oidinaiy
shaies of RM1.OO
each
48.235
AinuI Azhai in AinuI }anaI
2,927 oidinaiy
shaies of RM1.OO
each
3.53
Tnta!
82,927 oidinaiy
shaies of RM1.OO
each 1OO

5.3 AII issues, aIIolnenls and liansfei of shaies in lhe capilaI of lhe Sulsidiaiy
and lhe piesenl aulhoiised shaie capilaI of lhe Sulsidiaiy aie vaIid and
have leen effecled in accoidance vilh lhe Sulsidiaiys Menoiandun and
AilicIes and lhe Conpanies Acl.
6. AssumptInns
6.1 We have assuned:
(a) lhe genuineness of aII signaluies, seaIs, duly slanps and naikings,
(l) lhe conpIeleness and confoinily lo oiiginaIs of aII docunenls
piovided lo us as copies oi diafls,
(c) lhal lhe peisons vho have allesled lhe affixalion of lhe connon
seaI of a coipoialion aie peisons vho aie aulhoiised lo do so ly
lhal coipoialions ailicIes of associalion oi olhei consliluenl
docunenl,
(d) lhal iesoIulions of lhe diieclois and iesoIulions of nenleis of lhe
Conpany vhich ve have exanined veie piopeiIy passed,
(e) lhal any ceilificale, Iellei oi opinion on vhich ve have expiessed
ieIiance conlinues lo le accuiale (incIuding and nol Iiniled lo lhe
Docunenls), and
(f) lhe accuiacy of aII iesuIls of pulIic seaiches conducled ly us and
lhe conlinuing coiieclness of such seaiches fion lhe dale of lhe
ieIevanl seaich unliI lhe dale of lhis opinion.
7. Qua!IfIcatInns
7.1 This opinion is suljecl lo lhe foIIoving quaIificalions:
(a) lhis opinion is inlended lo le used in lhe conlexl vhich is
specificaIIy iefeiied lo heiein and each paiagiaph shouId le Iooked
APPENDIX D LEGAL OPINIONS
D-218

27 }une 2O13
Iage 5


al as a vhoIe and no pail shouId le exliacled and iefeiied lo
independenlIy,
(l) headings aie foi iefeience onIy and shaII nol in any nannei affecl
lhe inleipielalion of lhis opinion,
(c) vheie an assunplion is slaled lo le nade in lhis opinion, ve have
nol nade any independenl invesligalion vilh iespecl lo lhe facluaI
nalleis vhich aie lhe suljecl of lhal assunplion,
(d) a piovision lhal any slalenenl, opinion, deleininalion oi olhei
nallei is finaI and concIusive viII nol necessaiiIy pievenl judiciaI
inquiiy inlo lhe neiils of a cIain ly an aggiieved paily,
(e) lhe iecoids al lhe CCM and DOI avaiIalIe lo le seaiched aie nol
necessaiiIy conpIele oi up lo dale. In pailicuIai, seaiches aie
incapalIe of ieveaIing vhelhei vinding-up pelilions have leen
piesenled. Iuilheinoie, a nolice of vinding-up oidei, iesoIulion
passed foi lhe vinding-up oi nolice of lhe appoinlnenl of a
ieceivei oi pailicuIais of any encunliance, chaige oi inleiesl
sulnilled foi iegislialion lefoie oi al lhe line of a seaich nay nol
have leen iecoided al lhe CCM oi DOI innedialeIy and lheiefoie
vouId nol le ieveaIed fion lhe seaich nolvilhslanding lhal lhe
fiIing dale vouId le lhe dale of sulnission of iegislialion. In
addilion, docunenls lhal have leen Iodged piioi lo oui seaich nay
nol have appeaied on lhe fiIe al lhe CCM oi DOI oi nay have leen
suspended pending queiy ly lhe appiopiiale aulhoiily,
(f) ve expiess no opinion as lo any Iav oulside MaIaysia and have
assuned lhal no foieign Iav affecls any of lhe concIusions slaled in
lhis Iellei, and
(g) if any olIigalion is lo le peifoined in a juiisdiclion oulside lhe
Iavs of MaIaysia, il nay nol le enfoicealIe in MaIaysia lo lhe
exlenl lhal peifoinance vouId le iIIegaI oi conliaiy lo pulIic
poIicy undei lhe Iavs of lhe olhei juiisdiclion and a couil in
MaIaysia nay lake inlo accounl lhe Iav of lhe pIace of peifoinance
in ieIalion lo lhe nannei of peifoinance and lo lhe sleps lo le
laken in lhe evenl of defeclive peifoinance.
%HQHILW
8.1 This opinion has leen piepaied soIeIy foi incIusion in lhe Offei Docunenl
of lhe Lislco in conneclion vilh lhe iniliaI pulIic offeiing of lhe Lislco on
lhe SCX-ST.
8.2 This opinion nay nol, vilhoul oui piioi viillen consenl, le:
(a) ieIied on ly anolhei peison, oi
(l) fiIed vilh any goveinnenl oi olhei agency oi quoled oi iefeiied lo
in any pulIic docunenl.
APPENDIX D LEGAL OPINIONS
D-219

27 }une 2O13
Iage 6


8.3 This opinion is sliiclIy Iiniled lo lhe nalleis slaled in il and does nol
appIy ly inpIicalion lo any olhei nallei.

Youis failhfuIIy
=$,',%5$+,0&2

This page has been intentionally left blank.
APPENDIX E QUALIFIED PERSONS REPORT
E-1





0PK Resouices umbB
Noselstiae
Salmtal ueimany
Tel
Qualified Person
Report




ON THE OIL AND GAS PROPERTY INTERESTS OF
REX INTERNATIONAL HOLDING Pte. Ltd.
Prepared for Rex International Holding Pte. Ltd.

March 31,
2013
0PK Resouices umbB
Noselstiae
Salmtal ueimany
Tel
APPENDIX E QUALIFIED PERSONS REPORT
E-2


1


31
st
March, 2013

The Board of Directors
Rex International Holding Pte Ltd
6 Raffles Quay #20-07
048580 Singapore
Singapore

Dear Sirs

Rex International Holding Pte Ltd (RIH) has participating interests in the Whitewater Unit and
Williston concessions in the US states of Colorado and North Dakota respectively in joint
collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz Oil Pte. Ltd.
(Singapore), combined referred to as the Group. The size of the leased acreages is 204 km
2
in
Colorado and 39 km
2
in North Dakota.
The Group has commissioned the drilling of 80 wells over 24 months US Program starting early Q2
2013 in the leases held by Fram in the US and have access to two own drilling rigs as well as expert
staff as needed to locate, drill and produce the oil. Following that drilling campaign, the Group plans
to continue drilling in order to exploit the entire hydrocarbon potential in both lease areas.
In November 2012, RIH announced that it commenced its preparations to list on the Catalist Board
of the Singapore Exchange Securities Trading Limited (SGX-ST) by way of Initial Public Offering
(IPO). RIH is advised by Prime Partners Corporate Finance Pte. Ltd., Singapore. RIH has requested
that OPK Resources GmbH (OPK) carries out a Qualified Persons Report of the US Program
consistent with the requirements of the Rules Governing the Listing of Securities on the Catalist
Board of the SGX-ST.
OPK is a privately owned German oil and gas exploration and production company founded in 2009
with focus on oil and gas prospect generation and exploitation. These activities complement the
technical consultancy services provided since 1999 by its predecessor company Salm-Energy GmbH
to European energy companies. The staff of OPK has a long-standing background in oil and gas
operations worldwide. The company has particular experience and skills in all aspects of prospect
generation and evaluation, exploration, drilling, reservoir evaluation and project execution. Prof.
Reinhard Gast and Peter E. Oehms and team have held managerial functions or responsible positions
in companies such as ExxonMobil, Deminex and Wintershall for over 30 years.
OPK is capable and qualified to operate new projects up to field development on behalf of clients
and partners. In that context OPK has access to a network of associated experts and companies
providing specific skills to the oil and gas exploration and production sector. OPK staff has carried out
multiple projects independently or under the auspices of OPK, which have led to successful
transactions, i.e. either acquisition of license interest or purchase/sale of hydrocarbon assets. In
addition, OPK management and staff rely on a close cooperation with Geophysik GGD mbH
(Gesellschaft fr Geowissenschaftliche Dienste mbH) in Leipzig, a pioneer in the German oil and gas
exploration and production since 1951, with more than 60 years experience in geophysical
operations, geological interpretation, geoscience consulting and having a successful track record.
Today Geophysik GGD mbH (GGD) is a leading geophysical contractor in Germany. GGD has
reviewed and confirmed the findings by OPK in an independent review.
APPENDIX E QUALIFIED PERSONS REPORT
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2

This Report contains forecasts and projections based on data provided by RIH or its subsidiaries and
partners. OPKs assessment of the reserves, production schedule, the projected capital and
operating costs are based on technical reviews of project data and discussions with technical
personnel. OPK has reviewed the relevant data to assess the reasonableness of such projections.
However, these forecasts and projections cannot be assured and factors both within and beyond the
control of the company could cause the actual results to be materially different from OPKs
assessments and any projects contained in this Report.
This Report provides an independent assessment of the technical aspects of the US oil-drilling
project mentioned above. The Report is provided to the Directors of RIH in relation to the proposed
Catalist Board listing on the SGX-ST; it should not be used or relied upon for any other purpose. The
Report does not constitute a technical or legal audit. Neither the whole nor any part of this Report
nor any reference thereto may be included in, or with, or attached to any document or used for any
purpose without OPKs written consent to the form and context in which it appears.


Yours sincerely,
OPK Resources GmbH



Peter E. Oehms
APPENDIX E QUALIFIED PERSONS REPORT
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3

This Report was prepared by OPK Resources GmbH:

Original signed by Peter Eckhard Oehms



Executive Project Manager


Original signed by Prof. Dr. Reinhard Gast



Principal Analyst

This Report has been reviewed by GGD with respect to resource estimates, data, reports and
information provided. GGD and OPK have used consultants with appropriate experience and
expertise relevant to the various technical aspects in this Report and consider that the reserves and
resources which have been tabulated in this Report have been reasonably made and are in
compliance with the reporting standards and definitions of reserves and resources as specified in the
Petroleum Resource Management System published by the Society of Petroleum Engineers (SPE),
the World Petroleum Council, the American Association of Petroleum Geologists (AAPG) and the
Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS),
Peter Eckhard Oehms, executive project manager of OPK, is a member of AAPG and SPE. Walter
Olgemann, Managing Director of GGD is a member of Society of Exploration Geophysicists (SEG)
and European Association of Exploration Geophysicist (EAEG) as well as FKPE, the highest
German Research Body in earth physics. They fulfill the requirements of qualified persons and within
the limits as outlined in this document they accept responsibility for this Report in its entirety and
the categorization of the resource estimate as tabulated in the form and context in which it appears
in this Report.




Original signed by Walter Olgemann



Managing Director Geophysik GGD mbH

APPENDIX E QUALIFIED PERSONS REPORT
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4

Contents
Contents ...................................................................................................................... ................................... 4
Executive summary ............................................................................................................. ........................... 6
Introduction................................................................................................................... ............................... 12
Information review ............................................................................................................ ................ 12
Qualified person .............................................................................................................. .................. 13
Statement of independence ..................................................................................................... ......... 13
Aim and use of the Report ..................................................................................................... ........... 14
Scope and basis of the Report ................................................................................................. .......... 14
Standard used ................................................................................................................. .................. 16
Property description .......................................................................................................... ................ 17
History of Property ........................................................................................................... ................. 19
Resource and Reserve Estimates ................................................................................................ ................. 26
Volume calculations Whitewater ................................................................................................ ...... 26
Uncertainty discussions ....................................................................................................... .............. 37
Monte Carlo simulation ........................................................................................................ ............. 38
Volume calculations Williston ................................................................................................. .......... 39
Monte Carlo simulation ........................................................................................................ ............. 41
Resource and reserve estimates ................................................................................................ ....... 46
Exploration data .............................................................................................................. ............................. 48
Well production ............................................................................................................... ............................. 50
Planned extraction method, processing method and production schedule ..................................... 50
Financial analysis of the operations .......................................................................................... ................... 53
Capital costs Williston and Whitewater combined ........................................................................... 53
Operating costs Williston and Whitewater combined ...................................................................... 54
Taxes ......................................................................................................................... ......................... 54
Liabilities ................................................................................................................... ......................... 55
Marketing ..................................................................................................................... ..................... 55
Considerations including social, environmental, health and safety factors that may affect
exploration and/or exploitation activities .................................................................................... ..... 55
Interpretation and conclusions Whitewater and Williston ....................................................................... ... 56
Recommendations ............................................................................................................... ........................ 57
Appendix 1 .................................................................................................................... ................................ 58
List of standard oil industry terms and abbreviations ...................................................................... 58
Appendix 2 .................................................................................................................... ................................ 61
Geological and geophysical settings ........................................................................................... ...... 61
APPENDIX E QUALIFIED PERSONS REPORT
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5

1. Whitewater Unit, Colorado .................................................................................................. ......... 61
2. Williston Basin, Renville County, North Dakota ............................................................................ 70

APPENDIX E QUALIFIED PERSONS REPORT
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6

Executive summary
Background
In accordance with the directives from Rex International Holding (RIH), OPK Resources GmbH
(OPK) has reviewed the petroleum interest owned by RIH as of 30 March 2013. These assets
include licensed exploration and production opportunity interests in the Whitewater Production Unit
in Colorado and the Williston Basin in North Dakota.
The aim of this Report is to provide an independent review of the data relating to the assets held by
Fram with respect to content availability, completeness and where possible accuracy. The Qualified
Person is assuming that data provided is genuine, unaltered, truthful and complete.
It should be noted that a similar review presented by GCA on June 6, 2011 already then had
confirmed the presence of 1P and 2P reserves in Whitewater, Colorado. The current analysis builds
on results achieved since 2011 and incorporates well results and subsequent detailed financial
modelling.

Project overview
RIH, Loyz and Fram have entered into a Participation and Exploration Agreement for the drilling of 80
wells located in the Whitewater Production Unit in Colorado and in the Williston Basin in North
Dakota (the Commitment Wells), during a 24-month period starting in Q2 2013, hereafter referred
to as the US Program.
Through this Participation and Exploration Agreement, RIH has a 20% direct interest in the US
Program. In addition to this direct interest, RIH also holds a 24% equity interest in Fram.
Frams owners and management team have relevant expertise in the exploration and production
sector. In their endeavours in Whitewater and Williston they have applied their industry experience
and geophysical technologies with respect to facies mapping and 3D reservoir modelling and the
results Fram has achieved, in OPK's opinion, provide a sound basis for their assessment of the US
Program.

APPENDIX E QUALIFIED PERSONS REPORT
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7

Ownership
Table 1:
Overview of the leases in Colorado and North Dakota and the US Program partners
combined Net Revenue Interest in the leases
Location Type
Acres
leased
Minimum
NRI
Lease expiry
Date
RIHs
interest
in %
Project status Type of oil
Whitewater
Unit, CO
Lease 47,294 81.25*
Held by
Production (HBP)
27.95
1
Development Very light
Coury Ranch
CO
Lease 1,848 87.50 March 2016
Hamilton
Ranch, CO
Lease 1,306 87.50 September 2016
South Greene
Field, ND
Lease 695 80.00
530 HBP, 160
exp. April 2014
27.52
2
Appraisal
Medium
gravity
Culver Area,
ND
Lease 709 75.00 Various
Other ND Lease 8,250 80.00 Various
*Clemens Capital has a 5% carried working interest
In Colorado, Fram holds 50,448 leased acres and in North Dakota holds 9,654 leased acres. A major
portion of the Whitewater acreage (19,000 acres) is under oil field development. In North Dakota the
development of the South Greene field (695 acres) has been initiated. The respective oils in
Whitewater are generally very light whilst the oils in Williston are characterized as medium gravity
around 30 deg API.
Geology
The Colorado Whitewater leases are located in the Uinta-Piceance Basin, which contains five major
petroleum systems. The Mancos/Mowry Petroleum system with fluviatile reservoirs of Late Jurassic
and Lower Cretaceous age is the target of the Fram activities. The strata are generally oil or gas filled
and no oil-water contact is observed within the lease area.
The Williston Basin is one of the most prolific sedimentary basins of more than 90 million acres in
the US. The basin fill is five kilometres thick with sediments ranging in age from early Paleozoic to
Quaternary. The target of the Fram activities is the Mission Canyon limestone play with proven fields
and discoveries as well as significant exploration potential.

1
Derived from
(i) RIHs direct 20% interest in the US Program calculated as follows: Group Minimum NRI for the Colorado
leases (81.25%) x RIHs direct interest in the US Program (20%); and
(ii) RIHs 24% equity interest in Fram calculated as follows: Group Minimum NRI for the Colorado leases
(81.25%) x Frams direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration
(24%).
2
Derived from
(i) RIHs direct 20% interest in the US Program calculated as follows: Group minimum NRI for the North
Dakota leases (80%) x RIHs direct interest in the US Program (20%); and
(ii) RIHs 24% equity interest in Fram calculated as follows: Group minimum NRI for the North Dakota
leases (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%).

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8

Reserves
Table 2:
Listing of RIHs Whitewater attributable oil reserve estimates
Remarks
Category
Groups Gross
reserves for
the US
Program
RIHs total
net reserves
for the US
Program

RIHs net reserves
from its direct
20% interest in
the US Program
3

RIHs net reserves
from its 24%
equity interest in
Fram
4

Oil
reserves in
MMBbl **
1P
(Proved)
14.9 4.1 2.4 1.7
2P
(Proved +
Probable)
20.4 5.7 3.3 2.4
3P*
(Proved +
Probable +
Possible
26.5 7.4 4.3 3.1
* Total reserves are equal to the 3P estimates.
** Volume estimates are in accordance with the SPE PRMS definitions.

The reserves calculations were derived from input parameters provided by Fram and checked by
OPK. In particular, these parameters are based on evaluations performed by Fram relating to the
areal extent of the oil-bearing zones, reservoir thickness and quality, hydrocarbon phase, cutoff
values and extraction efficiency. Based on OPKs assessment of the assumptions made by Fram and
the calculation methodology used, it was concluded that the GeoX methodology is best suited to
describe the deposits and their reserves potential. Where appropriate, OPK has modified the input
parameters used by Fram, resulting in the reserves figures presented in Table 2. The reserves
reported fulfil the criteria of being discovered, recoverable, commercial and remaining.

A Development Plan has been presented for the US Program and Fram plans to extract the entire
recoverable reserves by drilling an adequate number of wells.

3
The RIH net reserves from the direct 20% interest in the US Program are calculated using the following
formula:
Group Gross Reserves x Group Minimum NRI for the Whitewater lease area (81.25%) x RIHs direct interest in
the US Program (20%)
4
The RIH net reserves in the US Program from the 24% equity interest in Fram are calculated using the
following formula:
Group Minimum NRI for the Whitewater lease area (81.25%) x Frams direct interest in the US Program (60%) x
RIHs equity interest in Fram Exploration (24%)

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Table 3:
Listing of RIHs Williston Basin attributable oil resources estimates
Remarks
Category
Groups Gross
contingent
resources for
the US Program
RIHs total net
contingent
resources for the
US Program

RIHs net contingent
resources from its
direct 20% interest in
the US Program
5

RIHs net
contingent
resources from its
24% equity interest
in Fram
6

Oil
Resources
in
MMBbl**
1C 0.16 0.044 0.026 0.018
2C 0.27 0.074 0.043 0.031
3C* 0.38 0.105 0.061 0.044
* Total contingent resources are equal to the 3C estimates.
** In accordance with the SPE PRMS definitions, the resources volumes are cumulative (2C includes 1C and 3C includes 2C).

The calculation of contingent resources instead of reserves for the South Greene Field was made
based on parameters provided by Fram and checked by OPK. Based on the drilling results in South
Greene OPK is of the opinion that proof of economic viability will be the key factor for converting the
resources into reserves. This assessment is based on the fact that only one out of four wells drilled in
South Greene demonstrated satisfactory production capacities so far.
Fram has used the well results for the definition of the areal extent of the oil bearing reservoir,
reservoir thickness and quality, hydrocarbon phase, cutoff values and extraction efficiency. OPK has
assessed the assumptions made by Fram and the calculation methodology used.
The planned future activities in the license area will be based on new seismic and application of
advanced seismic technologies. It can be assumed that these measures will facilitate increased
exploration success in planned wells and conversion of resources into reserves.

It should be noted, that the exploration model for Williston has been optimized by Fram after re-
evaluation of the existing 2D seismic. In OPK's opinion, the results from Fram's on-going geophysical
work should be available by mid-2013 and are expected to lead to significantly higher 3C resources.


5
The RIH net contingent resources from the direct 20% interest in the US Program are calculated using the
following formula:
Group gross contingent resources x Group minimum NRI for the South Greene lease area (80%) x RIHs direct
interest in the US Program (20%)
6
The RIH net contingent resources in the US Program from the 24% equity interest in Fram are calculated
using the following formula:
Group minimum NRI for the South Greene lease area (80%) x Frams direct interest in the US Program (60%) x
RIH equity interest in Fram (24%)

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Production
Fram jointly with partners Loyz and RIH plan to drill a total of 80 Commitment Wells in the
Whitewater Production Unit in Colorado and Williston Basin in North Dakota within a 24-month
period starting in Q2 2013 (the US Program). This US Program follows on an already completed
initial drilling program of Fram consisting of ten wells in Whitewater, of which six were drilled to
establish the basis for a gas development. However, due to a sharp drop in gas prices, any gas
development is pending. With the discovery of commercial oil in Mansur 33-1-K on 9 July 2010,
subsequent drilling activities have focused on proving the feasibility of an oil field development,
which has become the target of the current business plan. At present and outside of the US Program,
Fram has two wells which are producing oil.
The key learnings from the recent wells in the opinion of OPK are (1) the insight that horizontal wells
will be required rather than vertical wells in order to reach multiple producible sands, that (2) there
is a wax zone in certain areas which could inhibit production and (3) that a seismic program in
Whitewater, will increase the chance of success for wells in that lease area.
At the Whitewater Unit, the performance of the two producing wells started with over 30 bopd,
followed by a decline and subsequent stabilization at about 10 bopd. This could be interpreted as
stemming from a rather high wax content and is possibly facies related. OPK has spent a major effort
in investigating the facies aspect using data from analog geologic settings in addition to the 3D
reservoir models provided by Fram.
OPK concludes that a revised drilling strategy proposed by Fram at the Whitewater Unit, in
combination with seismic acquisition, will be able to achieve high production rates over a sustained
period.
The planned wells will be drilled in an area that is primarily oil prone and the number of drilling
locations will be kept small by drilling of multiple wells from each well pad. Further drilling will utilize
the results of the initial campaign and aim for full depletion of the areas held by Fram.
The Groups gross production based on the planned drilling schedule is projected to reach 2,000 bpd
in Whitewater and Williston combined at the end of year one and after a cumulative production of
0.37 MMBbl. At the end of year two, the gross daily production is estimated to reach 3,300 bpd at
Whitewater and 450 bpd at Williston with a cumulative gross production since the project begin of
1.07 MMBbl. The target of Fram is to maintain these production levels over a longer period by
continuing an active drilling program.

Table 4:
Drilling plan for RIHs 24 month US Program during 2013-2015
Plan of exploration and
development wells
2013 2014 2015 Total 2013-2015
Whitewater (CO) 26 35 9 70
Williston Basin (ND) 4 5 1 10
Total planned wells 30 40 10 80

The total depth for high-angle deviated wells in Whitewater is in the order of 5,500 feet. The
formation is normally pressured at 1,050 psi at TD. The initial production per directional well is
estimated at 80 bpd with an estimated annual decline of 17%. The total estimated production from a
horizontal well in Whitewater is estimated at 180,000 barrels of oil.
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In Williston, four wells which are not part of the US Program, have been drilled by Fram as at the
writing of this Report. The well Funke 1 discovered a new oil accumulation, South Greene, and three
more wells were drilled to confirm commercial viability of this producing well. The wells
encountered distinct variability in reservoir properties but also proved the feasibility of starting an
oil development project. It should be noted that the original exploration concept of Fram has been
confirmed and will be expanded to other parts of the lease area. Production from Williston is
projected at 233,000 barrels of oil per well over field life with an initial risked production of 75 bpd
for vertical wells and 200 bpd for horizontal wells.

Processing
The US Program will require water treatment and gas separation to be used for power supply to
hydraulic pumps etc. Oil storage is required and a tankfarm will be built at each well pad. The
resulting oil production will on a regular basis be transported off the well pad site by Frams
contracted buyers trucks to pick-up points for further distribution via pipelines or railway.
Infrastructure
The areas have good road access and gas infrastructure. However, due to gas quality and gas pricing,
the activities will focus entirely on oil extraction and production for the foreseeable future.
Environmental and community issues
The planned operations are in areas with favourable conditions with respect to land access for
drilling and seismic. A limited portion of the lease acreages is located in a mountainous area
characterized by forests and natural springs. Obviously such areas will require particular
consideration for flora and fauna. Fram is pursuing an active and open communication with
authorities regarding nature protection issues. In addition, Fram is involved in a community program
at Whitewater, which includes significant contributions to road maintenance and upgrading.
Mitigation of potential damages is included in the community program. In consideration of wildlife
and nature, certain wells are currently subject to reduced operations during a few months each year.
These aspects are addressed through flexibility in the operational planning.
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Introduction
Information review
In accordance with instructions from Rex International Holding (or the Company), OPK Resources
GmbH (OPK) has reviewed the petroleum interest owned by RIH in the US as of 30 March 2013.
OPK has liaised with GGD in the preparation of this independent review and GGD has reviewed and
confirmed the findings by OPK presented in this Report.
This Report has been prepared on behalf of RIH and has been produced as a Qualified Persons
Report and as part of an asset analysis of the Company. The asset analysis is limited to the interests
held by RIH in the US, i.e. interests in leases held via a joint project by RIH, Fram Exploration ASA
(Fram) and Loyz Oil Pte. Ltd. in Colorado and North Dakota. These assets include operations with
currently two producing wells in the Whitewater acreage, recent drilling and potential
developments, and licensed exploration and production opportunity interests. The planned 80
Commitment Well program (US Program) had not commenced by the time of this review.
Fram and RIH have made available to OPK a technical data set consisting of geological, geophysical,
petrophysical and engineering data and reports applicable to its leases. Subsequently, OPK discussed
various issues with Fram related to reservoir, resources, volume calculations, development and
production issues. Fram has assured that results of the data analyses and evaluations were
performed with state of art technology and by applying highest industry standards. OPK has assessed
the data and evaluations and checked relevant aspects relating to the critical factors such as
reservoirs, reserves and production potential. OPK has used consultants with appropriate experience
and expertise relevant to the various technical aspects. The opinions stated herein are given in good
faith. OPK believes that the basic assumptions are factual and correct and the interpretations
reasonable.
This Report contains certain statements that involve a number of risks and uncertainties. There can
be no assurance that such statements will prove to be accurate; actual results and future events
could differ materially from those anticipated in such statements.
The authors of this Report are not qualified to comment on legal issues associated with the RIH
leases. Assessment of these aspects has relied on information provided by RIH and has not been
independently verified by OPK. OPK notes that RIH has appointed U.S. legal counsels, Pepper
Hamilton LLP (Pepper Hamilton) to report on the validity of the relevant project licenses, permits
and approvals, which Fram requires to carry on its operations. OPK notes that the legal opinion of
Pepper Hamilton has been included in the Offer Document and it is stated in the Offer Document
that Fram has obtained the relevant material licences, permits and approvals for its operations and
has complied with the conditions imposed thereunder, if any. Fram also has the relevant rights to
carry out its operations in its concessions areas subject to compliance with conditions as may be
imposed under the concession rights. No warranty or guarantee, be it express or implied, is made by
OPK with respect to the completeness or accuracy of statements in this document. OPK does not
undertake or accept any responsibility or liability in any way whatsoever to any person or entity in
respect to the findings in this document, or any errors in or omissions from it, whether arising from
negligence or any other basis in law.
OPK does not accept any liability other than its statutory liability to any individual, organisation or
company and takes no responsibility for any loss or damage arising from the use of this Report, or
information, data, or assumptions contained therein.
This Report is provided to the Directors of RIH for the purpose of assisting them in assessing the
technical issues and associated risks of the proposed project development and in relation to the
proposed listing on the Catalist Exchange of the SGX-ST; it should not be used or relied upon for any
APPENDIX E QUALIFIED PERSONS REPORT
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13

other purpose. This Report does not constitute a technical or legal audit. Neither the whole nor any
part of this Report nor any reference thereto may be included in, or with, or attached to any
document or used for any other purpose without OPKs written consent to the form and context in
which it appears.

Qualified person
OPK is an energy consultancy specializing in asset reviews and technical evaluations of fossil energy
projects. For more than two decades OPKs staff has been involved in numerous projects,
independently or under the auspices of OPK, which have led to successful transactions, i.e. either
acquisition of license interest or purchase/sale of hydrocarbon assets.
OKP confirms that Peter Eckhard Oehms who has contributed to the Report in accordance with his
specific technical qualifications, is appropriately qualified and experienced to act as Qualified Person
for the purposes of this Report. Peter Eckhard Oehms is a qualified geoscientist and a fellow and
member of the American Association of Petroleum Geologists (AAPG) with over thirty years
relevant experience in the exploration and production of oil.
In particular it should be noted that Prof. Reinhard Gast and Peter E. Oehms and team have been
active in this field also in their previous managerial and technical capacities in ExxonMobil, Deminex
and Wintershall, all of them being highly recognized as professional exploration and production
companies. A project reference list has been provided to RIH and Prime Partners.
OPK management and staff have a long standing and close cooperation with GGD, a pioneer in the
German oil and gas business since 1951, with more than 60 years experience in geophysical
operations and consulting and successful track record. OPK and GGD are cooperating with respect to
consulting and project analyses. In this particular instance, GGD has reviewed the analytical work
performed by OPK and has signed off on the findings in this Report.
GGD confirms that Walter Olgemann who has contributed to this Report in accordance with his
specific technical qualifications, is appropriately qualified and experienced to act as Qualified Person
for the purposes of this report. Walter Olgemann is a qualified geoscientist and a fellow and member
of the Society of Exploration Geophysicists (SEG) and European Association of Geoscientists and
Engineers (EAGE) and has in excess of thirty years of relevant experience in the exploration and
production of oil. Mr. Olgemann has held managerial functions as chief geophysicist in operational
activities performed by Deminex as a leading German oil and gas company in Norway, Egypt,
Germany as well as other worldwide activities. In addition, Walter Olgemann has built GGD to
become a leading geophysical service company in the E&P and mining sector in Germany and acts as
its managing director.
Peter Eckhard Oehms and Walter Olgemann are professionally qualified and have the experience to
act as Qualified Persons under the SGX listing rules.

Statement of independence
OPKs management and GGDs employees are independent of RIH in the services they provide to the
company including the opinion expressed in this review.
Neither OPK, GGD, nor the authors of this Report, currently have or have previously had any material
interest in RIH or related entities. The relationship with RIH is solely one of professional association
between client and independent consultant. This Report is prepared in return for fees based upon
agreed commercial rates and the payment of these fees is in no way contingent on the results of this
Report.
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14

Aim and use of the Report
This Report presents the views of the Qualified Persons of OPK and GGD using information provided
from RIH relating to the properties of Whitewater Production Unit in Colorado and Williston Basin in
North Dakota, hereafter referred to collectively as the US Program. These assets include
operations with producing wells, recent drilling and potential developments, and licensed
exploration and production opportunity interests.
The aim of this Report is to provide an independent review of the data relating to contents,
completeness and where possible accuracy. The Qualified Persons are assuming that data provided
is genuine, unaltered, truthful and complete.
OPK and GGD understand that RIH intends to make an Initial Public Offering (IPO) of all of its shares
on the Catalist Board of the Singapore Exchange Securities Trading Limited. This Report is intended
to be included in the Offer Document in connection with that application and is only intended to be
used as a Qualified Person Report for the purpose of listing of RIH on the Catalist Board of the
Singapore Exchange Securities Trading Limited within the scope as defined below.

Scope and basis of the Report
OPK and GGD have reviewed the data provided by RIH as well as by the Companys partner company
Fram Exploration ASA (Fram), related to the properties of Whitewater Production Unit and
Williston Basin, including the topics of
- Property description (size, location, access, natural and cultural environment)
- History of property (including exploration and production history)
- Geological and geophysical setting as well as type and characteristics of reserves and
resources
- Exploration data
- Reserves and resources estimates and exploration results
- Planned extraction methods, processing method, capital and operating costing, health safety
and environment and production schedule
- Financial analysis of operations, taxes, liabilities and marketing
RIH and Fram have made available to OPK and GGD a set of data of technical information including
geological, geophysical, petrophysical and engineering data and reports, together with financial data
and other information pertaining to the fiscal and contractual terms applicable to concerned leases
in the US. It should be noted that a valuation of assets described herein is conducted by a third party
in a separate report.
OPK and GGD has also had meetings and discussions with RIH and subsidiaries technical and
managerial personnel and representatives from Fram, the Companys partner with offices in the US
and Norway. In carrying out this review, OPK and GGD has relied on the information received from
RIH, its subsidiaries, public sources and Fram. It must be pointed out that the work and evaluation of
the areas of interests is in large part at its initial phases and still on-going. Consequently the planned
drilling campaigns will further narrow the inherent remaining uncertainties over the hydrocarbon
volumes reported herein as well as better define potential upsides.
OPKs and GGDs review involved reviewing certain of the pertinent facts interpreted and
assumptions made by RIH or others in preparing estimates of reserves or resources.
RIH is participating in the US Program through an Exploration and Participation Agreement dated 28
August 2012 entitling the Company to a direct 20% participation interest in the Groups Net Revenue
Interest (NRI).
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15

Furthermore, in March 2013, RIH completed a share swap with Fram, resulting in RIH owning a 24%
equity interest in Fram, in addition to its direct 20% participation interest in the Groups NRI.
For matter of clarity and unless explicitly stated otherwise, all calculations and numbers presented in
this Report with respect to the financial analysis relate solely to RIHs 20% participation interest in
the NRI interest in the US Program through the joint project with Loyz and Fram and do not account
for any equity participation in Fram.
7

Proved, Proved plus Probable and Proved plus Probable plus Possible Reserves are quoted as Net
Entitlement Reserves reflecting the terms of the applicable leases and Net to RIH reflecting NRI and
indirect equity interest(s) presented in accordance with Appendix 7F of the Catalist Rules unless
characterized otherwise.
OPK and GGD highlight, that any determination of resources volumes, particularly involving
continuing field development, will be subject to significant variations over short periods of time as
new information becomes available and perceptions change. Not only are such estimates of
Reserves and Contingent Resources based on that information which is currently available, but such
estimates are also subject to uncertainties inherent in the application of judgmental factors in
interpreting such information. Contingent Resources quantities should not be confused with those
quantities that are associated with Reserves due to the additional risks involved. Those quantities
that might actually be recovered may differ significantly from the estimates presented herein. There
is also the possibility that the accumulations and prospects will not result in successful discovery and
development, in which case there could be no positive potential present worth.
No site visit was made by OPK or GGD to any of the assets in the US reviewed in this Report.
The assessment of reserves has been conducted within OPKs and GGDs understanding of the
effects of petroleum legislation, taxation and other regulations that currently apply to these
properties. However, OPK and GGD is not in a position to attest to property title, financial interest
relationship or encumbrance thereon for any part of the appraised properties.
It should be understood that any determination of reserve volumes and corresponding NPVs,
particularly involving petroleum developments, would be subject to significant variations over short
periods of time as new information becomes available or perceptions change.
The assessment is made on the basis of data and extensive evaluations made available to OPK and
GGD by Fram. In particular, a previous reserve and resource assessment prepared by Gaffney Cline
Associates (June 6, 2011) and others, together with technical analyses findings, were reviewed and
considered in OPK's evaluation.


7
The valuation of RIHs 20% US Program participation interest and 24% indirect equity interest in the
leases, through the Companys 24% shareholding in Fram Exploration, will as per the SGX-ST Catalist Rules
be done by the Companys official valuer Fox-Davis Capital Limited (FDC) in a separate Valuation Report
disclosed in the Companys official Offer Document. FDC relies on the reserves and resources estimates
published in this Report attributable to RIH.

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Standard used
In the preparation of this Report, OPK and GGD used the Petroleum Resources Management System
published by the Society of Petroleum Engineers / World Petroleum Council / American Association
of Petroleum Geologists / Society of Petroleum Evaluation Engineers (SPE/WPC/AAPG/SPEE) in
March 2007 (SPE PRMS).
Reserves are those quantities of petroleum that are 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.
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 evident 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 sub-classified based on project maturity and/or characterized by their economic status. It
must be appreciated that the Contingent Resources reported herein are unrisked in terms of
economic uncertainty and commerciality. OPK does not report on prospective resource volumes due
to the disclosure rules stipulated by the SGX-ST pertaining to Mineral and Oil & Gas Companies.

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Property description
The leases in RIHs US Program in Colorado and North Dakota are presented in Table 5 below:

Table 5:
Overview of the leases in Colorado and North Dakota and the US Program partners
combined minimum Net Revenue Interest in the respective leases
Location Type
Acres
leased
Minimum
NRI
Lease expiry
Date
RIHs
interest
in %
Project status Type of oil
Whitewater
Unit, CO
Lease 47,294 81.25*
Held by
Production (HBP)
27.95
8
Development Very light
Coury Ranch
CO
Lease 1,848 87.50 March 2016
Hamilton
Ranch, CO
Lease 1,306 87.50 September 2016
South Greene
Field, ND
Lease 695 80.00
530 HBP, 160
exp. April 2014
27.52
9
Appraisal
Medium
gravity
Culver Area,
ND
Lease 709 75.00 Various
Other ND Lease 8,250 80.00 Various
*Clemens Capital has a 5% carried working interest
Current development plans are directed at the oil bearing part (19,000 acres) of the Whitewater
lease acreage and at the South Greene field (695 acres). The remaining acreage in Colorado and
North Dakota has exploration potential which can subsequently be addressed by additional seismic
data acquisition and extended drilling campaigns.


8
Derived from
(i) RIHs direct 20% interest in the US Program calculated as follows: Group Minimum NRI for the Colorado
leases (81.25%) x RIHs direct interest in the US Program (20%); and
(ii) RIHs 24% equity interest in Fram calculated as follows: Group Minimum NRI for the Colorado leases
(81.25%) x Frams direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration
(24%).
9
Derived from
(i) RIHs direct 20% interest in the US Program calculated as follows: Group minimum NRI for the North
Dakota leases (80%) x RIHs direct interest in the US Program (20%); and
(ii) RIHs 24% equity interest in Fram calculated as follows: Group minimum NRI for the North Dakota
leases (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%).

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Table 6:
The stratigraphy and lithology of the Fram assets in the Piceance and Williston Basins
Time period Piceance Basin Williston Basin
Period
Time in
million
years
Mesa & Delta County
(CO) (Whitewater)
Renville County (ND)
(Culver, East Smith and
others)
Sheridan County
(MO)
Tertiary
2

65
Cretaceous
65 Mancos Group

145 Dakota Formation
Jurassic
145
Morrison Formation
207
Triassic 207-245
Permian 245-290 Kisbey Sands Nisku Formation
Carboniferous
290

Mission Canyon Formation
(Bluell & Sherwood Mbr)
Bakken Formation
Bakken Formation
368
Devonian
368

Winnipegosis
Formation
Ascheren
Formation
408
Silurian 408-438 Interlake Formation
Ordovician
438

Gounton Formation
508
Red River
Formation




Type of reservoir: Sandstone Limestone
Limestone/
Dolomite
Dolomite Sandstone Limestone
Limestone/
Dolomite
D
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History of Property

1. Piceance Basin, Whitewater, Colorado
In Colorado, Fram is the sole operator of the Whitewater Unit, which comprises a total of 90,451
gross acres (366 km
2
). Fram has a total of 136 leases on 47,294 net mineral acres (191 km
2
) within
Whitewater Unit and a total of 50,448 acres (204 km
2
) in the state of Colorado. The Whitewater
asset contains six oil and gas bearing formations, some of which contain hydrocarbon reserves and
resources verified by third party reports.
Initial drilling within the Whitewater Unit was done in an exploration program executed in the 70s
and early 80s when Mitchell Energy drilled seven wells in 1974 and 22 wells from 1979 through
1981. In 2002 and 2003, Evertson Operating drilled an additional seven wells, and South Oil
Company and Aspen Well Drilling drilled 11 wells in 2005. During this prior drilling, hydrocarbons,
primarily natural gas, were encountered in all wells within the Dakota and Morrison Formations
(although a few wells did also encounter oil within the Dakota Formation). However, pipelines did
not exist and the small volumes were not significant to warrant a development. Therefore, all of the
wells were plugged and abandoned.
The Trans-Colorado gas Pipeline (TSP) was built in 1996 through the Whitewater Unit and is
connected to the unit at two gathering stations, providing a ready sales channel. The TSP is
connected to the Rocky Mountain Express (REX) pipeline and provides a secure and cost efficient
transportation infrastructure for the Whitewater gas. However, because of the presence of both
inert gases such as nitrogen as well as of carbon dioxide in the produced natural gas and because of
the current low price of natural gas, it is not economically viable to produce natural gas from the
Whitewater Unit at this time.


Figure 1 Whitewater area, Piceance Basin in NW Colorado. Source: Fram
APPENDIX E QUALIFIED PERSONS REPORT
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Whitewater is located in NW Colorado in the Piceance Basin, a US geological basin which covers
much of NW Colorado and NE Utah. The basin contains significant reserves of hydrocarbons in both
conventional and unconventional reservoirs. It contains natural gas, oil, and coal, and has one of the
richest oil and gas shale deposits in the world. With advances in hydraulic fracturing, the shale gas
deposits in the basin have been increasingly exploited and the basin contains five of the top 50 gas
fields in the US as of 2009.













Figure 2 Geology of the Whitewater area. Source: Fram

While much of the gas development in the Piceance Basin has centred on the Williams Fork
Formation in the Mesa Verde Group, the Group is currently focused on the Dakota Formation, where
Fram discovered oil in July 2010. The Dakota Formation also contains significant gas reserves that the
Group may further commercially exploit, following the successful development of the oil reserves.
Below the Dakota Formation, the Group has identified gas reservoirs in the Salt Wash and Brushy
Basin members of the Morrison Formation, which the Group expects to also develop in subsequent
campaigns after first commencing the exploitation of the oil assets.
Prior to the acquisition of Whitewater, drilling in the 70s and early 80s had been focused on the
Dakota Formation (62 wells drilled in total) and on the deeper Morrison Formation (11 wells drilled).
These wells had encountered good gas-bearing sandstones with the result that the initial
leaseholders had focused on exploiting the natural gas. No sales channels for gas produced from the
field existed prior to 2006 after which the original owners established pipeline infrastructure by
connecting to the regional gas delivery system, prior to eventually encountering financial difficulties.
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Fram has executed an exploration/appraisal program of 10 wells in Whitewater, Colorado. The
objectives of these wells have been to confirm the geological understanding and investigate the fluid
distribution. According to Fram the drilling program has succeeded in confirming the geological
model as well as establishing the validity of high-angle wells as a preferred well type for the
development wells. The program has also resulted in an understanding of the wax deposition in the
shallower parts of the reservoir as the trapping mechanism, information that is incorporated in the
updated reserves estimates.

OPK has discussed each individual well with Fram and it was noted that five wells (Whiting 26-5,
Federal 12A-1-1, Siminoe 32-2-J, Eberly 23-4-M and Kelley 32-2-B) were targeted for gas in various
formations. However due to depressed gas prices in the US, Fram then revised its strategy and
drilled further wells targeting oil pools in the Dakota Formation. Due to limited financial resources
and operational problems, only well Mansur 33-1-K successfully penetrated the geological targets,
but an increasing wax problem caused initial oil production of 30 bpd to drop to 10 bpd.
Two of the other wells (Jensen 1-3-O, Mansur 33-1-G and Siminoe 33-2-2) in principle confirmed the
geological model for the Dakota Formation, but for operational reasons did not manage to be
completed as horizontal producers. Well Mansur 33-4-C was a geological failure and missed the
target sands.
In summary, OPK believes there were four reasons why Fram has achieved production from only two
wells in Whitewater so far:
1. Change from gas strategy to oil strategy only after drilling five commitment or exploration
wells
2. Unsuccessful drilling or completion results in oil wells, possibly due to lack of operational
experience of the drilling contractor
3. Initial inexperience with geological play
4. Lack of finance.

Lease position
Fram Operating LLC is the Operator of 90,451 acres federal unit, the Whitewater Unit, which is
administered by the Bureau of Land Management (BLM). Within the Whitewater Unit, Frams
leases by end of March 2013 were approximately 47,294 net acres. Under the terms of its lease
agreement, none of its leases expire until a producing area is established. When a producing area is
established, continued production on just one well will hold all of the leases for five years. Following
the initial five years, leases can be held for an additional five-year period so long as a new well is
spudded each 90 days. Following this initial 10-year period, further extensions are available. On 15
July 2010, the BLM issued a notice that the Siminoe 32-2-J well was capable of producing in paying
quantities and further on 28 February 2012 the Mansur 33-1-K was issued a similar notice. To
validate the Whitewater Unit, the unit agreement requires that Fram drills six commitment wells.
Fram has fulfilled all drilling requirements for the unit.
Outside of the Whitewater Unit, Fram owns additional leases covering approximately 3,154 net acres
in Colorado. The leases are of standard Producers 88-Paid-Up form. In case of production, pooling
and/or continuous operations, the leases remain in force. Continuous operations occur when there
are not more than 90 days elapse between the completion or abandonment of a well and the
beginning of operations on a subsequent well. The standard lease provides for a 12.5% royalty and a
five or seven-year term. Net Revenue Interests in Whitewater average approximately 81.25%
including the 5% carried working interest.

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Figure 3 Frams Whitewater lease area. Source: Fram
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2. North Dakota Williston Basin

The Williston Basin is a large sedimentary basin of more than 90 million acres, which is roughly the
size of the entire mainland of Norway. The structure is five kilometres thick with sediments ranging
in age from early Paleozoic to Quaternary. The basin, one of the most prolific hydrocarbon basins in
North America, blankets much of Montana and North and South Dakota in the US as well as the
Saskatchewan province of Canada.

Figure 4 Stratigraphy in the Williston Basin. Source: Fram

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Fram holds 9,654 leased acres in Renville County in North Dakota and has mapped numerous
exploration leads within the shallow marine carbonates of the Mission Canyon Formation.
There are four main drillable prospects that Fram is currently targeting and exploration of the
prospects commenced in March 2011 when the first well was drilled on the South Greene prospect
(former East Smith). The Funke #1 well was completed in April 2011 and found 32 feet of net pay, i.e.
oil bearing effective reservoir thickness. The upper 4 feet of the net pay was perforated and yielded
an initial production of 100 bopd. The well has since been on production and is currently producing
at 10 bopd. The well is now scheduled for recompletion and perforation of the lower 28 feet.

Figure 5 Frams leases in the Williston Basin. Source: Fram
Drilling in the South Greene Field has been the focus of the Fram activities since 2011. In total four
wells were drilled, i.e. well Funke-1 (oil discovery), well Laura Funke-4, Donovan Funke-3 (both with
oil but low permeability reservoirs) and well Zeltinger-1 (no permeability). The lack of adequate
porosity and permeability in some wells is explained by Fram as being the result of late calcite
cementation.
Fram has presented evidence from adjacent fields, which demonstrates that sustained oil production
can be achieved by perforating the entire reservoir interval and applying measures for pressure
maintenance such as water injection. Once the Group firmly plans such measures to the South
Greene field, OPK will see the conditions for a field development and reserves certification as
established.
In addition to the South Greene field, there are a number of undrilled leads, which are planned by
Fram to be drilled and matured into prospective resources. In the opinion of OPK, these leads
constitute an attractive exploration and growth potential (Figure 6), however, are not discussed in
this Report.
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Figure 6 Renville County, North Dakota fields and Fram acreage. Source: Fram

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Resource and Reserve Estimates

Volume calculations Whitewater

Methodology and workflow
Subsurface work and geological modelling is organized by Fram in a number of generations, where
each generation comprises five phases:

Phase 1 - Data gathering and loading all data into company database (Tigress). This
includes dynamic data/production data - non-digital data all digitized.
Phase 2 - Data analysis and interpretation (all in Tigress) following a set of minimum
guidelines (check-list) for each sub-phase (geology, geophysics etc.).
Phase 3 - Establishing a geological model through integrating all known data (Tigress) - this
includes extensive use of conceptual geological modelling to help identify the consequences
of the various interpretations.
Phase 4 - Transferring the geological model to 3D geomodel (RMS), this is done in a
proactive manner using the predictive (sequence stratigraphic) facies model, which is then
used for simulation and history matching.
Phase -5 - Transferring the geomodel to GeoX for economic calculations.

As substantial new data becomes available and requiring reinterpretation and update, the process is
repeated generating a second-generation model.
In addition, a New venture - evaluation scheme has been established aimed at quickly interpreting
new opportunities following a fixed list of evaluation criteria aimed at ensuring an objective
evaluation and possible comparison with existing portfolio use of GeoX.
Volume calculations were performed in GeoX and RMS by Fram and others on the basis of
production data and geological modelling.
OPK has performed a plausibility check of the input parameters and methodology. Due to the
inherent uncertainties, the calculated volumetric estimates constitute a first approximation and
should be revisited after more production experience is achieved from planned wells. The
methodology as such is considered appropriate by OPK for the targets evaluated by Fram.
Area
The lease areas are divided into an oil-bearing part and a gas bearing part. The transition between
the two parts is illustrated in Figure 8 as a zone of significant wax appearance and viscosity
sensitivity. Wax appearance is a function of source rock type and temperature in the reservoir. The
structurally deeper oil bearing area is located to the east of the wax zone and this area of higher
temperatures constitute approximately 40% of the entire lease area, i.e. about 19,000 acres. OPK
considers the mapped oil-bearing acreage of 19,000 acres to be an appropriate basic assumption for
volumetric calculations performed in GeoX, i.e. the wax zone itself is not included in the calculation
and constitutes a potential reserve upside.
The participation level of the Group in the licenses is also factored-in and reserves and resources are
reported on that basis.
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The volumes for the Whitewater Unit are laterally limited with license boundaries. A depth interval
(3,250 feet +/- 100) defining a temperature interval with viscosity sensitivity is used as an upper limit
for the Dakota Formation volume estimates. This is taken into uncertainty calculations as a
correction factor.

Figure 7 Viscosity sensitivity zone. This is included in the uncertainty calculation.

Gross and net sand interval
The Mansur 33-1-K well is considered by Fram to be representative of the field and adjacent areas.
The well encountered some 93 ft. of Dakota sandstone reservoir with some net sand of about 37 ft.,
which results in a net-to-gross ratio of 40% and an average net sand porosity of 11.4%.
OPK has reviewed the Fram well database in both hydrocarbon and non-hydrocarbon bearing
locations. The well database allows a statistical determination of gross and net thicknesses,
porosities and other parameters. These have been used to generate cross plots of net-to-gross ratios
and other parameters.
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Figure 8 Gross thickness vs. net-to-gross ratio for Dakota sandstones in the Whitewater field

The graph confirms a range of gross thicknesses for the Dakota sandstones between 60 and 140 ft.
with a clear concentration between 80 and 120 ft. with a mean of 100.9 ft. OPK considers the
average assumptions used by Fram to be reasonable.
It should be noted that a substantial part of the net-to-gross ratio is in the range of 25 to 50%. Based
on recent research (2011) by Pranter et al., this range offers a good chance that individual channels
may be connected, which could then allow for higher production efficiency compared to isolated,
individual channels.
Furthermore, according to Pranter et al. 2011, results of static connectivity analyses for the Williams
Fork Formation, which has a similar depositional environment as the Dakota Formation, show how
variations in fluvial sandstone body shape, size and orientation affect static connectivity. 3-D models
of connected sandstone bodies for 160-, 40-, and 10-acre spacings for the mean width scenario
(intermediate orientation and fanshaped object scenario) indicate how static connectivity increases
with the net-to-gross ratio and well density. The increase in static connectivity versus the net-to-
gross ratio is not always linear (Figure 10) as the S-curve trend demonstrates for the 160-acre well-
spacing case. However, as well density increases, the relationship between static connectivity and
the net-to-gross ratio becomes more linear.
The planned field development of Fram anticipates 80 acres per well, corresponding to a
connectivity of up to 90% between the individual channels according to the model.
Furthermore, Fram has modeled net pay maps for the license area with pay thickness ranging from 0
to 70 feet. According to Fram, an average pay thickness of 33 feet is observed. The model includes a
variation of conditions such as net-to-gross ratio, well spacing and facies. This model is based on field
observations and can be used for predicting optimum well spacing in the Whitewater area where
effective reservoir areas (channel facies) are interfingering with poor reservoir zones (overbank
deposits).
OPK has put particular emphasis on investigating the availability of channel sands with adequate
reservoir characteristics. This is of importance since the available wells did not prove without doubt
a sustained oil production above economic cutoff. However, after reviewing geologic data from
0
20
40
60
80
100
120
140
160
180
200
0% 10% 20% 30% 40% 50% 60% 70% 80%
G
r
o
s
s

t
h
i
c
k
n
e
s
s

(
f
t
)

Net gross ratio
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analog settings, we are satisfied with and find it plausible that the reservoir models presented by
Fram represent a realistic basis for planning production wells and predicting oil production in the
Whitewater Unit.
The following figure illustrates an important aspect related to productivity. It addresses the question
whether individual sand channels are connected, which would then provide larger pools and
therefore an increased chance to achieve sustainable production. The figure confirms that
connectivity between channel sands is likely to occur at an 80-acres well spacing as suggested by
Fram.


Figure 9 Connected sandstone bodies for various model net-to-gross ratios and well
spacings. Source: Matthew J. Pranter and Nicholas K. Sommer, 2011; Static
connectivity of fluvial sandstones in a lower coastal-plain setting: An example from
the Upper Cretaceous lower Williams Fork Formation, Piceance Basin, Colorado
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Figure 10 Graph of net-to-gross ratio versus connectivity for the mean width, intermediate
orientation, fan-shaped object scenario for all well spacings analyzed. The P10, P50,
and P90 connectivity values (based on 30 realizations) are plotted. At a low well
density, the connectivity is low at a low net-to-gross ratio, then increases between
a 20 and 30% net-to-gross ratio-, and finally levels off at a net-to-gross ratio more
than 30%. These results represent an S-curve relationship (gray shading) between
net-to-gross ratio and connectivity at a low well density (e.g. 160-acre well
spacing). As the well density increases, the connectivity increases more linearly
with increased net-to-gross ratio. At a 10% net-to-gross ratio, for a 10-acre well
spacing, the connectivity is typically more than 60% and can be as high as 85%,
depending on the widths of the sandstone bodies.

Based on the graph in Figure 10, there is a probability of more than 70% that individual fan shaped
sands with a net-to-gross ratio of over 30% are connected. The field study was performed by Pranter
et al. for the Upper Cretaceous Williams Fork Formation and in the opinion of OPK, the conclusions
are also relevant for predicting connectivity in the Lower Cretaceous Dakota sandstones.
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Porosity
A wide range of porosity cutoffs are applied to inspect the effect on net-to-gross and resulting
STOIIP. Fram has used porosity cutoffs of 7.4, 8.6 and 10.6%, which correspond to permeability
cutoffs of 0.05, 0.1 and 0.3mD. Fram is of the opinion that sands above an 8% cutoff will contribute
to oil production from the Dakota reservoir.
OPK has reviewed the Fram assumptions and considers these to be reasonable. Highest production
rates are expected from clean channel sands with high porosities and permeabilities. However, also
the low porosity zones with values above the cutoff applied will contribute to the oil production, in
particular if such zones are connected to higher porosity intervals via channel sands.
The net sand thickness vs. net sand porosity cross plot shows no distinct trend and average
porosities between 2 and 16% are observed for the Dakota Formation with two maxima at about 5%
and 11%. According to Fram this is related to differences in depositional environment, i.e. the
population to the right represents effective reservoir conditions in form of channel fill deposits
whilst the population to the left rather represents an overbank environment with crevasse splays
and thin fine grained sands, i.e. non reservoir. The porosity cutoff at around the 8% levels
accordingly differentiates between two populations of reservoir and non-reservoir facies.
Modeling of porosities in RMS using raw data a 12.7% cutoff and model data indicate that effective
porosities in channel sands can reach values above 25%. The wells will be drilled such that multiple
higher-than-average porosity sands can be reached by each wellbore, laying grounds for sustainable
production. Fram has modeled the data and concludes that horizontal wells should penetrate up to
seven channel sands compared to one to two in vertical wells.


Figure 11 Net sand porosity distribution of Dakota sandstones for the Whitewater
field based on average values per well.
0
2
4
6
8
10
12
14
2
%

4
%

6
%

8
%

1
0
%

1
2
%

1
4
%

1
6
%

1
8
%

Porosity distribution in the Dakota Fm.
Porosity Dakota Fm.
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Figure 12 Net sand thickness vs. porosity for Dakota sandstones in Whitewater field
based on average values per well

This crossplot of average porosities confirms the presence of two populations, representing reservoir
or non-reservoir facies. OPK supports the interpretation of two clear maxima.

0
5
10
15
20
25
30
35
40
45
50
0% 2% 4% 6% 8% 10% 12% 14% 16% 18%
N
e
t

S
a
n
d

t
h
i
c
k
n
e
s
s

(
f
t
)

Net Sand Porosity
Dakota Formation
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Figure 13 Net sands vs. Phi-cutoff I


Figure 14 Net sands vs. Phi-cutoff II
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Figure 15 Porosity distribution in channel facies. Input vs. output porosity: Porosity distribution
for raw data (well-logs), BW (upscaled wells) and the 3D porosity model

OPK has reviewed the input data and methodology applied and considers the assumptions made by
Fram as reasonable. Fram has adopted advanced 3D modelling techniques, which are calibrated
using available wells and outcrop data in order to model channel sizes and distributions in the
Dakota and Morrison Formations in the lease areas. Reservoir modelling has been carried out by
third parties based on input provided by Fram. Particular emphasis has been put on critical aspects
such as cutoffs and wax zones. The RMS study is well suited to address the ranges of uncertainties
for the individual reservoir parameters.
However, since the project has limited production experiences, OPK considers the results of RMS to
constitute an upper case for the Whitewater Dakota reservoir. In OPKs opinion, a 12% average
porosity will be most common for zones with reservoir facies and is supported as average for
volumetric calculations.
Fram has also performed a separate assessment in a Segment Analysis Report which evaluates part
of an area in order to approximate reserves and sensitivities for the planned field development. The
results of this study represent a realistic case for the assumed 15,000 acres in that model (GeoX
model area), despite an average 13% porosity assumption. Since the entire oil area is calculated by
Fram to extend to 19,000 acres, it is reasonable to assume a proportionately higher volume as
indicated in Table 10.
Due to the on-going production, the P90 reserves are classified by Fram as 1P whilst the mean
success volumes qualify as 2P reserves.
Accordingly, OPK considers the ranges of calculated STOIIP output data as presented in Table 7 to
represent a possible range. However, OPK in its assessment has considerably narrowed that range by
using the GeoX calculations as described below.
With respect to Recovery Factors, the prognosis of Fram is generally in the range of 15-16%, which
are figures derived from the 3D reservoir model. The underlying facies model and expectations as to
number and quality of reservoir sands are backed by well data and outcrop studies. OPK considers
these to be reasonable assumptions under the circumstances (lack of field production experience),
but will require a strict adherence to the planned development concept presented by Fram, which is
based on horizontal wells and a maximum well spacing of 80 acres.
Dakota sandstone porosity (PHI)
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Table 7:
Whitewater volume calculations (RMS)
STOIIP MMBbl Recoverable MMBbl
P10 221 47.2
Mean 173 27.7
P90 135 16.4
P90, Mean, and P10 recovery factors are 10%, 16%, and 25%,
respectively.

Table 8:
Whitewater volume calculations (GeoX simulation on 15,000 acres)
STOIIP MMBbl Recoverable MMBbl
P10 121.2 20.9
Mean 108.9 16.1
P90 97.6 11.8

Table 9:
Input Parameters for the GeoX simulation
P10 Mean P90
Area of closure [acre] 15,000 15,000 15,000
Reservoir thickness [ft] 112.3 105.0 97.7
Net/Gross ratio 0.337 0.325 0.313
Porosity 0.135 0.13 0.125
Oil saturation 0.245 0.23 0.215
Recovery factor 0.19 0.15 0.11

OPK has reviewed the input parameters to the RMS calculations and considers the assumptions to be
on the high side. The input parameter of 15,000 acres for the GeoX simulation is considered a
conservative estimate as this does not include the entire oil bearing area. The remaining input
parameter estimates are supported by OPK.

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Figure 16 Recoverable resources in a GeoX simulation of an area of 15,000 acres

Table 10:
Whitewater volume calculations (GeoX, modified to 19,000 acres).

STOIIP MMBbl Recoverable MMBbl
P10 153.5 26.5
Mean 137.9 20.4
P90 123.6 14.9

OPK has looked into the range of potential recovery factors, which are part of the RMS modeling
performed by Fram and finally used in GeoX. The recoverable volumes calculated by Fram result in
27.7 MMBbl recoverable oil. OPK has reservations as to the upper-end figures used in these
calculations due to the lack of reference data from other wells. Accordingly the volumetric
calculation supported by OPK is based on GeoX, modified to 19,000 acres, resulting in 2P Reserves
estimates of 20.4 MMBbl (100%) recoverable for the Dakota Formation. In the opinion of OPK, this is
a reasonable mean case for the Whitewater area.

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Uncertainty discussions

Figure 17 Porosity and permeability plot of the Dakota Formation, Whitewater area
The composite uncertainty is dominated by the uncertainty in the porosity cutoff. Figure 17
illustrates the porosity and permeability relationships based on core measurements from three wells
in the Whitewater area. The analysis shows a significant population of data points above 10 mD
permeability and 10% porosity, which gives assurance that sustainable oil flow can be achieved. OPK
believes this conclusion to be reasonable.
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Monte Carlo simulation
In order to further quantify the uncertainties, Fram performed a Monte Carlo simulation in addition
to the RMS calculation.
In a first step, for cutoff porosities of 7.4%, 12.7% and 14.4%, STOIIP was calculated in ten
realizations each, using the same input parameters as for the RMS calculation.

Table 11:
Whitewater - Monte Carlo results

Total License STOIIP (Bbl)
Porosity cutoff
7.4 % 12.7 % 14.4 %
p
5 10 5

218,701,188 161,448,213 165,634,035
223,125,633 165,634,035 161,392,440
221,274,179 161,392,440 166,371,523
221,982,366 166,371,523 147,479,291
202,193,069 147,479,291 159,527,850
215,502,060 159,527,850 167,363,070
224,146,926 167,363,070 141,588,015
219,698,950 163,811,624 138,335,710
214,862,586 158,513,960 133,141,459
209,025,682 153,302,092 129,107,136

The model then selected one of the three porosity cutoff values according to a discrete probability
distribution and randomly chose one of the ten realizations. Based on a triangular distribution for
recovery factor, 10% defined as P90, 16% as P50 and 25% defined as P10, the recoverable resources
were calculated from the respective STOIIP.
The results from this Monte Carlo Simulation are summarized below. They are in good accordance
with the results from the RMS calculation.

Table 12:
Whitewater - Resulting volumes from the Monte Carlo statistics
Monte Carlo statistics Mean P90 P50 P10
Recoverable volume (MBbl) 29,110 15,857 27,953 43,552
STOIIP (MBbl) 176,177 134,575 161,578 221,452


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Volume calculations Williston

South Greene field
The volume calculations for the South Greene field were performed in RMS, based on a geological
model for the South Greene license developed by Fram. The volumetric calculations of the resources
in the Williston Basin are based on the oil-bearing part of 695 acres at the South Greene field.
The South Greene field is a producing asset and a development plan exists for the area. However,
apart from well Funke-1 there is doubt that any of the other three wells drilled so far can contribute
to sustainable production. OPK considers remediation measures such as water flooding or extended
perforations are required to make South Greene a viable oil field development. Accordingly OPK has
characterized these volumes as 2C resources.
Some 10 wells are scheduled to be drilled during the 24 months following spudding in Q2 2013.
Adjacent to the South Greene lease, the Smith field (not part of the US Program) has 20 years
production history with comparable reservoir parameters. The production wells in the Smith field
have proved rather high initial production rates and subsequently attractive accumulative oil
production per well. This could be an analog for any new discoveries, including the South Greene
field.

Table 13:
The adjacent Smith field serves as a productive analog and has the following statistics:
Well
Number
Status
Sher-wood
Thick-ness
IP*
Perfora-
tion
IP 1
st

month
Cum.
oil in Bbl
Cum.
water in Bbl
Years on
production
12758 P&A 94 107 8 89 14,212 36,985 4
12704 Prod <50 126 14 86 25,175 148,364 22
12759 Prod 78 40 8 35 34,948 365,849 21
12740 Prod 73 63 16 60 46,146 64,275 21
13661 Prod 70 88 28 92 66,450 409,478 16
12587 Prod 60 97 16 100 68,295 106,124 22
11946 Prod 89 185 35 69 85,265 279,658 25
12492 Prod 64 150 42 134 122,442 1,070,298 23
12640 Prod 62 275 28 234 169,938 191,687 22
11914 Prod 78 338 29 204 224,818 90,213 25
12407 Prod 48 375 28 266 241,093 349,314 23
12418 Prod 63 258 20 222 270,719 633,722 23
12376 Prod 46 328 27 360 451,679 1,366,167 23
12410 Prod 68 386 24 430 478,958 2,681,516 23
11902 Prod 61 641 19 524 56,292 577,517 26
11777 Prod 68 682 28 238 584,575 1,744,086 26
Average 250 196 230,000 22
Total 2,881,200 10,115,253
*Initial Production

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Figure 18 Smith Field production parameters

Initial production per well: 200 bbl
Hyperbolic decline: 26.5 %
Total well production: 230,000 bbls (after 20 years)

STOIIP for the field
The STOIIP volumes for the field are laterally limited by the South Greene license boundary. No fluid
contact is observed, and the volumes are restricted by the vuggs within carbonate facies.
Sensitivities with porosity cutoffs are run for 20 realizations of the property model. These were used
as input to the Monte Carlo simulation.
Table 14:
STOIIP sensitivities at Williston. Porosity cutoff sensitivities for 20 RMS project realizations
Porosity Cutoff STOIIP (MMBbl)*
No cutoff 2.3
0.08 2.2
0.10 2.1
0.12 1.7
* Average of 20 realisations

The RMS calculations as determined by Fram are considered by OPK to be a fair assessment of the
South Greene Field reserves. Future upsides and enhancements are expected from production
drilling in the field as well as exploratory drilling of prospects and leads. OPK recommends that Fram
utilizes available seismic data for detection of porous carbonates with the objective of aiming at fault
zones as these are expected to deliver areas of enhanced oil flow characteristics.

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Monte Carlo simulation
Based on a triangular distribution for recovery factor: 5 - 15 - 20 %, the STOIIP was calculated from
different realisations calculated by a range of porosity cutoff values. The model selects between the
three cutoff values, with a discrete distribution. Then one of the realizations is selected randomly;
see Table 15 below.

Table 15:
Williston - Input from RMS calculations

Total license STOIIP (Bbl)

Porosity cutoff 8% 10% 12%
P 5 10 5

1,765,880 1,652,582 1,401,455
1,883,669 1,741,514 1,429,294
2,919,681 2,745,020 2,315,389
2,392,476 2,244,025 1,886,575
1,931,736 1,772,296 1,431,879
2,588,171 2,421,133 2,013,679
2,489,333 2,297,249 1,890,538
2,282,663 2,128,569 1,775,252
1,804,323 1,687,415 1,415,834
2,399,741 2,249,704 1,919,502
3,345,532 3,166,040 2,717,124
2,047,097 1,871,788 1,508,502
1,972,576 1,838,980 1,527,629
2,156,791 1,990,571 1,639,304
2,327,434 2,171,465 1,809,060
1,733,010 1,600,622 1,315,153
2,615,783 2,411,673 1,946,511
1,695,736 1,582,702 1,325,135
1,913,829 1,741,029 1,414,155
2,056,840 1,909,508 1,564,116

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Table 16:
Williston - Resulting volumes from the Monte Carlo statistics
Monte Carlo statistics Mean P90 P50 P10
Recoverable volume (MBbl) 270 164 264 384
STOIIP (MBbl) 2,019 1,510 1,912 2,617

Table 17:
Williston - recoverable resources in million barrels based on Monte Carlo simulations
Recoverable resources in MMBbl
P10 0.38
Mean 0.27
P90 0.16

These numbers are supported by actual well results in the area and therefore OPK is of the opinion
that the presented assumptions for STOIIP are realistic. Fram has adopted a recovery factor of about
14%. In OPK's opinion, this also represents a realistic assumption, for this play type in the area in
particular if enhanced recovery measures such as water-flooding are applied.

OPK believes the resources at Williston have the potential to offer significant exploration upside but
that any increase in prospective resources will require positive drilling results from future
exploration wells.


Figure 19 Williston: Location of fields and prospects
Culver
Smith
Norma
West Greene
South Greene
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Table 18:
Williston: Calculated and real produced volumes
West Greene Culver Norma Smith South Greene
In place
volumes in Bbl
8,760,000 4,500,000 2,451,000 18,000,000 1,912,000
Recoverable
volumes in Bbl
2,352,000 805,000 490,000 3,700,000 264,000
Reported
accumulative
production until
beginning of
2012
730,000 190,000 101,000 3,740,000 10,000

The table above summarizes production results from adjacent fields and discoveries. OPK notes that
assumptions used by Fram in determining its resource estimates for South Greene are within the
ranges identified in the above tables.

Fram integration of geological data
Fram has conducted a comprehensive geological and geophysical study to integrate the available
data into a reservoir model for the Mission Canyon carbonates. The analyses of seismic data, well
data and outcrops are used to determine the structural configuration, depositional environment,
stratigraphy development and facies distribution of the carbonate rocks. This is illustrated by seismic
examples, which confirm that such reservoir facies are often associated with carbonate build-ups.

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Figure 20 Isochron map of the East Smith lead and the Smith field as interpreted by Fram
Further analyses of cores from 40 wells and well logs were used by Fram to understand the
development of secondary porosity and reservoir-trap formation. The following two figures address
the aspect of spatial distribution of reservoir facies, which can be interpreted as shifting facies belts
during geologic time. This means that at any time there is a lateral distribution of reservoir
(Carbonate and blue) to non-reservoir (Anhydrite) facies (Figure 21 and Figure 22).


Figure 21 Mission Canyon and Charles Formations. The figure shows the lateral facies changes from
reservoir conditions (left) to non-reservoir condition (right).


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Figure 22 Depositional environment; inner to back ramp. The diagram shows the lateral facies
changes from reservoir conditions (Carbonate) to non-reservoir condition (Anhydrite).

The exploration approach by Fram is aimed at predicting carbonate zones within subtidal offshore
shelf zones. These zones have the highest chance to generate porous reservoirs in the play pursued
by Fram.
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Resource and reserve estimates
Resource and reserve estimates for the US Program in compliance with the Catalist Rules are
presented in Table 19 and Table 20 below:
Table 19:
Listing of RIHs Whitewater attributable oil reserve estimates
Remarks
Category
Groups Gross
reserves for
the US
Program
RIHs total
net reserves
for the US
Program

RIHs net reserves
from its direct
20% interest in
the US Program
10

RIHs net reserves
from its 24%
equity interest in
Fram
11

Oil
reserves in
MMBbl **
1P
(Proved)
14.9 4.1 2.4 1.7
2P
(Proved +
Probable)
20.4 5.7 3.3 2.4
3P*
(Proved +
Probable +
Possible
26.5 7.4 4.3 3.1
* Total reserves are equal to the 3P estimates.
** Volume estimates are in accordance with the SPE PRMS definitions.













10
The RIH net reserves from the direct 20% interest in the US Program are calculated using the following
formula:
Group Gross Reserves x Group Minimum NRI for the Whitewater lease area (81.25%) x RIHs direct interest in
the US Program (20%)
11
The RIH net reserves in the US Program from the 24% equity interest in Fram are calculated using the
following formula:
Group Minimum NRI for the Whitewater lease area (81.25%) x Frams direct interest in the US Program (60%) x
RIHs equity interest in Fram Exploration (24%)

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Table 20:
Listing of RIHs Williston Basin attributable oil resources estimates
Remarks
Category
Groups Gross
contingent
resources for
the US Program
RIHs total net
contingent
resources for the
US Program

RIHs net contingent
resources from its
direct 20% interest in
the US Program
12

RIHs net
contingent
resources from its
24% equity interest
in Fram
13

Oil
Resources
in
MMBbl**
1C 0.16 0.044 0.026 0.018
2C 0.27 0.074 0.043 0.031
3C* 0.38 0.105 0.061 0.044
* Total contingent resources are equal to the 3C estimates.
** In accordance with the SPE PRMS definitions, the resources volumes are cumulative (2C includes 1C and 3C includes 2C).


It should be noted that the Williston area, in contrast to Whitewater, is defined by individual oil
accumulations. Contingent resources are currently confined to the South Greene field. There also
exists further upside potential at the South Greene field and adjacent prospects but this is classified
as prospective resources and is therefore not considered in this Report.

12
The RIH net contingent resources from the direct 20% interest in the US Program are calculated using the
following formula:
Group gross contingent resources x Group minimum NRI for the South Greene lease area (80%) x RIHs direct
interest in the US Program (20%)
13
The RIH net contingent resources in the US Program from the 24% equity interest in Fram are calculated
using the following formula:
Group minimum NRI for the South Greene lease area (80%) x Frams direct interest in the US Program (60%) x
RIH equity interest in Fram (24%)

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Exploration data
Fram's geological work in Whitewater
Fram has done extensive geological and geophysical work to understand the sedimentary evolution,
structural setting, and the distribution of reservoir properties of the Dakota Formation. The Dakota
Formation is the main reservoir in the Whitewater area.
Fram's geological model is the result of the integration of various studies. These studies include
regional surface mapping and outcrop reservoir section logging, analyses of cores and cuttings from
wells and the interpretation of electric and image logs of wells. The conclusions for the entire field
rely heavily on well Mansur 33-1-K, combined with the RMS models generated by Fram for the
Whitewater Unit leases. This approach allows the definition of the dimensions and stacking patterns
of channel sands that form the main reservoir rock units.
In addition to well Mansur 33-1-K, also nearby wells Mansur 33-1-C and Mansur 33-1-G were used by
Fram in defining reservoir sand intervals, net-to-gross ratios, porosity cutoffs and pressure depletion.
Well Mansur 33-1G ST1 (sidetracked) encountered 9 reservoir intervals with porosities in the range
of 12% whilst well Mansur 33-1-K encountered 7 sands with porosities up to 14%. Fram has used this
information to build a plausible porosity/permeability correlation and reservoir model for the
Whitewater Unit, which will be updated once results from the new drilling campaign become
available.
Fram has observed three types of channel systems in the Whitewater Unit; stacked channels,
channel systems with lateral accretion and incised valley channels eroding into the formation below
(Cedar Mountain Formation). In the Dakota Formation, systems with lateral accretion were seen to
be dominating. Individual channels with rippled beds are also observed.
As a result of the geological model Fram has drawn conclusions regarding porosity-permeability
correlations, percentages of net reservoir in channel sands, predictive model for the number of
channels to be reached per well, pore volume connectivity and volumes, recovery and production
rates, as well as pressure observations and material balance considerations. OPK has evaluated the
model presented by Fram and sees convincing evidence that Frams assumptions and conclusions
are based on reasonable data and evaluations. In addition they are supported by third party
geological studies in the region (see Appendix 2).

Fram's geological work in Williston
The assessment methodology performed by Fram uses geologic data from wells and adjacent fields.
Particular challenges for Fram are the identification of reservoir intervals with preserved porosities
and permeabilities of the following types:
1. Grainstones without matrix
2. Packstones with matrix but porosities stemming from dissolved fossils
3. Shallow water algal mats
OPK considers the approach by Fram an adequate approximation, however, it is recommended to
apply seismic technologies to pinpoint zones of higher porosity.
In addition, appropriate drilling and completion techniques will be key success factors for both areas
and should be addressed by Fram accordingly. In the Whitewater Unit, a key learning by Fram is the
drilling of horizontal wells in order to encounter multiple reservoir zones as opposed to drilling
vertical wells, which leads to the encountering of only few reservoir zones. A second learning will be
improved well steering technology in order to reach drilling targets in an optimum way. Furthermore
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OPK recommends the acquisition of modern 2D seismic to increase well success rates by a better
prediction of location and size of reservoir channel systems and by use of the proprietary Rex Virtual
Drilling technology.
In the Williston Basin, drilling success will benefit mostly from a reliable geological prediction of
reservoir zones based on seismic evaluations (in progress). Horizontal drilling is recommended to
reach more extensive reservoir intervals and to increase production rates per well.

Logging and testing in Colorado
Exploration wells in Colorado are typically drilled down to the base of the Mancos and then a core is
run through the entire length of the Dakota Formation into the underlying Cedar Mountain
Formation. After the core is retrieved a 100-150' rathole is drilled to Total Depth (TD) and a quad-
combo logging suite is run in open hole. Production casing is then placed in the hole down to TD. The
openhole logs are evaluated and prospective zones are perforated and tested.
Production wells are typically drilled at high-angle through the Dakota Formation, terminating either
at the base of the Dakota Formation or at the very top of the underlying Cedar Mountain Formation.
Logging While Drilling (LWD) logs are acquired at the bit during the drilling operation. The borehole
is then lined with production casing and contingent upon log evaluations, prospective zones are
perforated and tested.

Logging and testing in North Dakota
The procedure for exploration and production wells is essentially the same in the North Dakota
leases as in the Colorado leases. A well is drilled to the top reservoir, which depending on location, is
either the Bluell Formation or the Sherwood Formation, or both. A core is then taken through the
'reservoir' formation and examined at the surface and sent off to the lab for analysis. A quad-combo
log suite is then acquired and a quick-look evaluation is performed on the logs.
If the core reveals presence of a good quality reservoir along with evidence of hydrocarbons (bleeds,
odour, etc.) then a drillstem test (DST) is run on the prospective interval. If the DST produces
sufficient quantities of hydrocarbons, the well gets cased and completed or else the well becomes
plugged and abandoned. Upon completion, the log analysis and core results are used to identify
productive zones. These zones are then perforated and the well is put on test. Depending on the test
results the well may be stimulated by acid treatment and/or jetting to improve production.
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Well production
Planned extraction method, processing method and production schedule

WHITEWATER COLORADO:
Whitewater Development plan and budget
Fram is proposing a four-year program of oil exploration and development within the Whitewater
Unit in Mesa County, Colorado. The project will be located about 15 miles east and southeast of the
City of Grand Junction CO, and is generally accessible by state roads and county roads.
The Group plans to drill 70 wells in Whitewater in the 24 months following first spudding projected
in Q2 2013. The wells will be drilled in clusters in an area that is primarily oil prone.
Table 21:
Drilling plan for RIHs 24 month US Program during 2013-2015
Plan for exploration and
development of wells
2013 2014 2015 Total 2013-2015
Whitewater (CO) 26 35 9 70
Williston Basin (ND) 4 5 1 10
Total planned wells 30 40 10 80

Due to the reservoir component of the Dakota Formation (channel sandstones) being discontinuous,
the Group has decided to drill directional wells in the region, with lateral displacement on the order
of 1,000 ft. The Group proposes that this method of drilling will significantly increase its chances of
intersecting multiple channel systems and subsequent additional pay zones, as opposed to selecting
a conventional vertical well path. The Kelley 23-2-B was the first horizontal well to be drilled in the
Dakota Formation by Fram in 2010 and it encountered a net sand interval of about 400 ft and
subsequent net pay zone of about 39 ft. RIH believes that this technical interpretation and proposed
controlled directional drilling and completion techniques provides it with reasonable confidence in
encountering optimal channel point bar locations in the sub-surface.
The parties believe that the STOIIP per well is approximately 180,000 barrels, of which some 15% are
recoverable with 80 bopd initial production. This calculation is based on models supported by well
Mansur 33-1-K which has a GOR of 400 Sm
3
/ Sm
3
. End of production is estimated at a pressure of 10
bar, i.e. after reaching an accumulated production per well of approximately 30,000 barrels (after 6-
8 years). The decline is calculated at 17% per year in the first year. Production levels and well lifetime
will vary according to GOR and development of pressure decline.
Well production is assumed to be by pressure depletion, however, third party reviews of well tests
performed by AGR postulate a likelihood for support from a gas cap. The current recovery factor of
15% is based on pressure depletion, which can increase if the pressure support from a gas cap will
lead to pressure maintenance and hence increased recovery factor and prolonged production per
well. In contrast to gas support it is not assumed that pressure support from an active aquifer is
received. Should the drilling of deeper wells indeed prove an active aquifer this would further
support the pressure maintenance and recovery factor.
The entire field lifetime is subject to continued level of drilling and production performance.
Assuming drilling of 40 wells per year, the entire production period could exceed 30 years. Following
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the initial development and production phase, the development program will subsequently be
extended to other parts of the field in order to drain the entire reserves potential. Drilling will be
done from well pads, which can accommodate up to 9 wells. Neither abnormal pressures,
temperatures nor any H
2
S gas is anticipated.
Due to the size of the Whitewater Unit, pressures vary from a minimum of 490 psi to a maximum
bottom-hole pressure of approximately 1,150 psi based on a pressure gradient of 0.34 in the
Dakota/Cedar Mountain interval at TD. Maximum anticipated surface pressure is approximately
1,140 psig. Minimum surface pressure is 490 psig. If any well has a different anticipated pressure, it
will be listed in the site specific APD (Application for Permit to Drill).

Figure 23 Transportation plan for the Whitewater Unit
The crude oil is picked up by the contracted buyer by truck on a scheduled basis or on demand basis
as the case may be. The crude is transported to pick-up points for further transportation via railroad
or pipeline, depending on the pricing and market situation at time of sale. Payment for the crude is
regulated via an agreement, which stipulates monthly payments at a price per barrel, which is tied to
the market price at the time of sale.
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WILLISTON BASIN NORTH DAKOTA:
Williston Basin Development plan and budget
Fram has developed a plan to drill a number of opportunities over the next 3 years (2013-15) in the
Williston Basin in North Dakota. Depending on the results of the initial vertical wells drilled, RIH may
elect to drill additional high-angle or horizontal wells to enhance oil recovery in potential discoveries.
As a consequence, the Group has prepared an exploration development plan for the area comprising
of 10 wells to be drilled within a 24-month period starting in Q2 2013 and ending in Q1 2015.
Production from Williston is projected at 233,000 barrels of oil over field life with an initial risked
production of 15 bpd for vertical wells and 200 bpd for horizontal wells. It can be assumed that fields
are expected to be isolated and depending on pressure maintenance to enhance field life for the
South Greene Field beyond 10 years. However, statistics from the adjacent Smith field prove that
secondary measures such as water injection can have a positive impact on field life as individual
wells have a production period of up to 26 years.

Projected production schedule
The Whitewater drilling operations are expected to produce primarily from directional wells. In the
Williston Basin, the Group plans to drill predominantly horizontal or high-angle development wells
along with a set of potentially productive vertical exploration wells.
Forecast end-of-year daily oil production for the US Program for 2013-2015 (Bbl per day) is
presented in Table 22 below. The production figures are based on the 80 well drilling program firmly
planned.
OPK considers the Fram drilling and production schedule as achievable, as well as the anticipated
year-end rate 2014 amounting to 3,338 Bbl per day. This anticipated production volume takes into
consideration that not all wells will be equally successful and that production per well will decline by
some 17% during the first year of production.
However, the program should be accompanied by an active monitoring and evaluation of well results
as well as integration of seismic. In particular the available seismic in Williston and the
recommended seismic in Whitewater should be used to optimize drilling locations, timing of wells
and well paths in order to increase the number of high producers in the lease areas.

Table 22:
Forecast end-of-year daily oil production for the US Program for 2013-2015 (Bbl per day)

Production bopd 2013 2014 2015
Whitewater (CO) 1,320 2,928 2,936
Williston Basin (ND) ,209 ,410 ,328
Total 1,528 3,338 3,264

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Financial analysis of the operations
Capital costs Williston and Whitewater combined
RIH reports project development capital expenditures from 2013 through to 2015 of approximately
US$ MM aggregated over the three years. The costs are shown in Table 23.
The reported capital expenditures cover RIHs obligation towards the development of the US
Program and include total costs associated with the drilling and completion of exploration and
development wells in Colorado and North Dakota.
The estimated gross capital requirement needed from RIH for the development of the Whitewater
Unit is US$ 15.8 MM and US$ 2.6 MM for the Williston Basin.

Table 23:
CAPEX for RIHs participation interest in the US Program for the years 2013 to 2015
2013 2014 2015
Capital Expenditure
(US$ MM)
6.4 8.9 3.1

These costs include all RIHs capital expenditure costs involved in preparation for drilling, data
gathering and evaluation as well as surface facilities allowing for a well to be completed and set into
production.
The CAPEX for the 70 horizontal (high-angle) wells to be drilled in Whitewater in the first 24 months
is calculated on an individual well basis and include the following key cost assumptions:
Drilling and testing is budgeted for the Group at 1.0 MM US$ per well including well
completion. Some 75% of the wells are assumed to be successful, which reflects the
uncertainty in amount and distribution of oil filled reservoir sands. In the opinion of OPK,
these assumptions are reasonable but with clear room for improved success rates once
seismic will be acquired. Additional CAPEX is related to storage tanks, which will amount to
40,000 US$ per well.
The CAPEX for the 10 high-angle wells to be drilled in Williston in the first 24 months are calculated
as follows:
Drilling and testing is budgeted for the Group at 1.4 MM US$ per well plus 0.6 MM US$ for a
well completion. Some 50% of the wells are assumed to be successful, which reflects the
exploration characteristics of the lease area. In the opinion of OPK, these assumptions are
considered to be reasonable.
OPK has reviewed the capital expenditure costs and considers these to be best estimates, which can
vary with +/- 20%.
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Operating costs Williston and Whitewater combined
Operating costs for RIHs obligation of the Groups US Program are shown in Table 24.
Operating cost for RIH will cover RIHs portion of costs associated with producing and marketing oil
as well as maintaining production facilities.


Table 24:
OPEX for RIHs participation interest in the US Program for the years 2013 to 2015

2013 2014 2015
Operating Expenses
(US$ MM)
1.6 2.6 3.6

OPEX per well in Whitewater include Field labour, Engineering, Lease Payment, Environmental Work
and Maintenance Activities. OPEX per well in Williston includes Environmental Work, Salt Water
Disposal, Maintenance and Other Activities.
Fram has presented best estimates for OPEX and a large part therefore will be fixed cost for labour,
while a smaller part will be related to individual wells. Accordingly RIH allocates 50% of its OPEX to
the overall projects and 50% to individual well maintenance. Not included in the OPEX costing are
workover activities of the wells.
Until the planned operation is better defined, cost estimates will remain subject to variation. OPK
has reviewed the operating costs and considers these to be conservative preliminary estimates,
which can vary with +20%/- 40%.

Taxes
United States royalty
Royalties in the US are dependent upon the ownership of the landholding. All of RIHs lands are
freehold, which means that the royalty rates are established in the lease agreement with the owner
of the mineral rights.
While this means that each of the leases may be subject to a different royalty rate, that rate tends to
be uniform. For purposes of this Report, OPK has applied estimated average royalty rates of 18.75%
for RIHs Whitewater, Colorado assets and 20% for RIHs assets in North Dakota.
In addition to private landowner royalties, the United States also levy what is termed wellhead taxes
in the form of so called Severance or Production Taxes. Despite the name tax they act more like
royalties and are based on the wellhead value of the hydrocarbons (sales price less any
transportation costs to point of sale, but no deductions for cost of development or production),
rather than the profitability. RIH is subject to a severance tax of 5% of operating revenues in
Colorado and 11.5% of operating revenues in North Dakota.
United States corporation tax
The state income tax is 4.63% of pre-tax profit in Colorado and 5.0% in North Dakota. Additionally,
there is 35% federal income tax based on pre-tax profits, which combined make the overall effective
tax rate in Colorado and North Dakota 38.0% and 39.2% respectively.
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Liabilities
RIHs has no long-term liabilities or debts associated with its US assets.

Marketing
RIH is not planning any marketing activities within the context of the Whitewater or Williston
operations but does have a transportation plan in place. The crude oil is picked up by the buyer by
truck on a regular basis or on demand, as the case may be.

Considerations including social, environmental, health and safety factors that may
affect exploration and/or exploitation activities
RIH is dependent on permits to be allowed to drill exploration and production wells on the leased
properties in the US and for environmental permits to operate the oil and gas infrastructure. RIH is
dependent on the lease agreements on the oil and gas properties in order to develop them.
Further detail on the important permits and licenses the Group is dependent on is given below. To
date, RIH has not received any information that would require a revision of the development plan.
The Bureau of Land Management is the primary agency responsible for regulating the Groups use of
federal surface including discharge and reclamation.
The Colorado Oil and Gas Conservation Commission regulates the Groups use of private surface,
including discharge and reclamation. It also regulates down-hole issues such as water table
protection through cementing, and mechanical integrity. It administers an annual water sampling
and testing program in which Fram participates. In addition, Fram is committed to conduct an
expanded baseline water quality study.
The Occupational Safety and Health Administration (OSHA) regulate workplace safety and hazardous
chemicals. Fram maintains a full safety manual and requires annual SafeLand training, which includes
the Terrorism Response Awareness Program. During field operations, the Company holds a daily
safety meeting for all persons at the well site.
The Federal Energy Regulatory Commission regulates safety requirements relating to the compressor
stations pipeline connection. Frams contract engineers ensure compliance in this area.
The Colorado Department of Public Health and Environment administers the Environmental
Protection Agency (EPA) regulations, the Clean Water Act and the Clean Air Act. Fram maintains
current Storm Water Permits and applied for Air Pollution Permit.
Fram maintains a Spill Prevention and Response Plan and requires annual spill prevention and
response training. The City of Grand Junction established Watershed Regulations applicable to the
small part of the Whitewater Unit lying within the Watershed Boundary.
In Mesa County, Fram maintains a Noxious Weed Control Plan and program. Fram has an Emergency
Response Plan, which is on file with Mesa County and the local fire department. The company
maintains a 24-hour emergency notification hotline and location service.


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Interpretation and conclusions Whitewater and Williston

The geology of the Whitewater and Williston areas represent development opportunities in mature
areas with exploration and production activities dating back many decades. In particular the
Williston is one of the most prolific basins of the US.
Exploration activities focus on prospective units, often stretching over large areas with no obvious oil
water contact. The challenge is to drill into prospective strata with adequate pore space and oil fill.
This is the concept for the Whitewater leases held by Fram where oil production already has
commenced from recent drilling.
The work program envisaged for Whitewater aims at improving well results and to establish
sustainable oil production. This will be achieved by drilling high-angle or horizontal wells into the
observed fluvial reservoir sequence, aiming to penetrate multiple channel sands. This will be a major
improvement over vertical wells, which seldom encounter more than one or two channels. Extensive
field work confirms that this assumption has a high chance of success, i.e. it is expected that in the
oil filled Dakota Formation, a horizontal well can penetrate 6-7 times the number of reservoirs
encountered in a vertical well. Accordingly, the average initial production per well is estimated by
Fram to be in the order of 80 bopd.
In a number of previous cases, OPK has experienced production increases from horizontal wells in
the order of 3-5 times (confirmed by studies published by BP and Shell respectively). Accordingly,
OPK considers the Fram assumptions for Whitewater to be reasonable.
The concept of directional drilling is considered a sound approach to the specific geology of the
Whitewater, however, further advances could be achieved by acquiring limited 3D-seismic to further
pinpoint the productive channels and increase drilling success. It is assumed that the surface
conditions in the Rocky Mountains foothills using single geophones should allow for such acquisition.
In the Williston leases, the South Greene field will be the starting point for an active development
campaign and exploration drilling. In contrast to Whitewater, good seismic data exists and should
allow for better definition of the anticipated limestone reservoirs with vuggy and possibly fracture
porosity. Facies modelling will benefit from such seismic support and this in turn should increase
drilling success.
It can be expected that potential resources in the area will increase accordingly.
In summary, the Fram leases in the US constitute attractive reserves or contingent resources with
good upside potential. The US Program should be based on a continuation of logical sequences
already started with detailed subsurface studies, to be followed by seismic work (where feasible) and
a flexible drilling campaign which incorporates and learns from the first set of wells to be drilled in
2013.

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Recommendations

The work program presented by Fram regarding field development generally is supported by OPKs
independent review and analysis.
OPK supports the phased approach envisaged by RIH for the Fram lease areas in the US. Drilling of
approximately 30 wells in 2013 and another 40 wells in 2014 and 10 wells in early 2015 should
provide a sound basis for further development drilling. In particular the concept of horizontal drilling
is expected to improve oil recovery per well as compared to vertical wells. In a geologic setting with
reservoirs unevenly distributed, the application of horizontal drilling technology should result in
distinctly increased production. Fram has to ensure operational improvements by selecting a drilling
contractor with a proven track record of horizontal drilling from similar operational environments.
Since the Whitewater area faces a significant wax problem around 3,200 ft., it is suggested to plan
drilling pads in areas of increased target depths to the East, where higher temperatures and
pressures are expected to provide improved production characteristics.
OPK recommends the acquisition of 3D seismic in Whitewater. The seismic method can substantiate
the findings from field studies and pinpoint sweet spots in the channel systems anticipated as main
reservoir. The cost of acquiring 3D is estimated to be in the order of 2 MM US$. It can be assumed
that such an investment will be warranted since access to seismic data will likely lead to higher
drilling success and less dry wells.
In the Williston leases, the Fram exploration methodology is to define porous limestones and
possibly reefal build-ups in a depositional environment that has already revealed numerous oil
discoveries.
Regarding well productivity, OPK sees enhancement potential in the following areas and appropriate
studies by Fram should be considered:
1. Analysis of fault and fracture patterns potentially leading to the identification of zones of
enhanced connectivity, which is crucial to achieving higher flow rates.
2. Detailed analysis of existing seismic and the use of Rex Virtual Drilling assisting in the
definition of sweet-spot zones such as carbonate build-up identification and oil fill
determination.
3. Drilling of wells to include planning of enhanced recovery by acidizing and/or jet drilling.





Yours sincerely,
OPK Resources GmbH


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Appendix 1
List of standard oil industry terms and abbreviations

ABEX Abandonment Expenditure
ACQ Annual Contract Quantity
API Degrees API (American Petroleum Institute)
AAPG American Association of Petroleum Geologists
AVO Amplitude versus Offset
B Billion (10
9
)
Bbl Barrels
/Bbl per barrel
BHA Bottom Hole Assembly
BHC Bottom Hole Compensated
BHP Bottom Hole Pressure
blpd Barrels of liquid per day
bpd Barrels per day
boe Barrels of oil equivalent
boepd Barrels of oil equivalent per day
BOP Blow Out Preventer
bopd Barrels oil per day
bwpd Barrels of water per day
BS&W Bottom sediment and water
bwpd Barrels water per day
CBM Coal Bed Methane
CO
2
Carbon Dioxide
CAPEX Capital Expenditure
CCGT Combined Cycle Gas Turbine
cm centimetres
CNG Compressed Natural Gas
Cp Centipoise (a measure of viscosity)
CPI Computer Processed Interpretation
CT Corporation Tax
DCQ Daily Contract Quantity
Deg C Degrees Celsius
Deg F Degrees Fahrenheit
DHI Direct Hydrocarbon Indicator
DST Drill Stem Test
E&A Exploration & Appraisal
E&P Exploration and Production
EBIT Earnings before Interest and Tax
EBITDA Earnings before interest, tax, depreciation and amortisation
EI Entitlement Interest
EIA Environmental Impact Assessment
EMV Expected Monetary Value
EOR Enhanced Oil Recovery
EUR Estimated Ultimate Recovery
FDP Field Development Plan
Fm Formation
FEED Front End Engineering and Design
ft Foot/feet
Fx Foreign Exchange Rate
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g Gram
G&A General and Administrative costs
GDT Gas Down to
GIIP Gas initially in place
Gj Gigajoules (one billion Joules)
GOR Gas Oil Ratio
GTL Gas to Liquids
GWC Gas water contact
HDT Hydrocarbons Down to
HSE, EHS Health, Safety and Environment
HSFO High Sulphur Fuel Oil
HUT Hydrocarbons up to
H
2
S Hydrogen Sulphide
IOR Improved Oil Recovery
IPP Independent Power Producer
IRR Internal Rate of Return
k Permeability
km Kilometres
km
2
Square kilometres
kPa Thousands of Pascals (measurement of pressure)
LKG Lowest Known Gas
LKH Lowest Known Hydrocarbons
LKO Lowest Known Oil
LNG Liquefied Natural Gas
LoF Life of Field
LPG Liquefied Petroleum Gas
LWD Logging while drilling
m Metres
M Thousand
m
3
Cubic metres
MBbl Thousand barrels
MCM Management Committee Meeting
mD Measure of Permeability in millidarcies
MD Measured Depth
MDT Modular Dynamic Tester
Mean Arithmetic average of a set of numbers
Median Middle value in a set of values
MFT Multi Formation Tester
mg/l milligrams per litre
MM Million
MMBbl Millions of barrels
MWD Measuring While Drilling
MWh Megawatt hour
mya Million years ago
NGL Natural Gas Liquids
N
2
Nitrogen gas
NPV Net Present Value
NRI Net Revenue Interests
OBM Oil Based Mud
OCM Operating Committee Meeting
ODT Oil down to
OPEX Operating Expenditure
OWC Oil Water Contact
p.a. Per annum
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Pa Pascal (metric measurement of pressure)
P&A Plugged and Abandoned
psi Pounds per square inch (measurement of pressure)
psig Pounds per square inch gauge
PDP Proved Developed Producing
P10 10% Probability
P50 50% Probability
P90 90% Probability
Rf Recovery factor
RFT Repeat Formation
RT Rotary Table
R
w
Resistivity of water
SCAL Special core analysis
SL Straight line (for depreciation)
Sm
3
Standard cubic meters (1000 litres)
so Oil Saturation
SPE Society of Petroleum Engineers
SPEE Society of Petroleum Evaluation Engineers
ss Subsea
stb Stock tank barrel
STOIIP Stock tank oil initially in place
s
w
Water Saturation
T Tonnes
TD Total Depth
Te Tonnes equivalent
THP Tubing Head Pressure
TCM Technical Committee Meeting
TOC Total Organic Carbon
TOP Take or Pay
Tpd Tonnes per day
TVD True Vertical Depth
TVDss True Vertical Depth Subsea
USGS United States Geological Survey
US$ United States Dollar
VSP Vertical Seismic Profiling
WC Water Cut
WI Working Interest
WPC World Petroleum Council
WTI West Texas Intermediate
wt% Weight percent
2Q06 Second quarter (3 months) of 2006 (example of date)
2D Two dimensional
3D Three dimensional
4D Four dimensional
1P Proved Reserves
2P Proved plus Probable Reserves
3P Proved plus Probable plus Possible Reserves
% Percentage

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Appendix 2
Geological and geophysical settings

1. Whitewater Unit, Colorado
Introduction
This review focuses on the geological setting of the Whitewater area based on information provided
by Fram and publicly available literature including information released by the US government. OPK
has also performed an in-depth review of all publicly available production data and exploration
results.
In order to establish the framework geology and to define the major petroleum systems that could
be present in the Whitewater lease area, summarized below is information extracted from the USGS
assessment of the Uinta-Piceance Basin.

Regional geologic evolution of the Uinta-Piceance Basin
The Uinta-Piceance Basin is located in north-western Colorado and north-eastern Utah states.
Several distinct phases of basin evolution can be recognized.

Figure 24 Uinta-Piceance Basin. Overview of the Uinta-Piceance Basin (USGS)

The basin formed part of the continental platform to shelf environment on the north-western flank
of North America during the early and middle Paleozoic. Cambrian through Mississippian sediments
consists mainly of shallow-marine limestone, dolomite, shale, and quartzite, the stratigraphy
contains major unconformities and thickens westward. Pennsylvanian-Permian block uplifts
associated with transpressional tectonics segmented this early to middle Paleozoic basin, leading to
deposition of marine and non-marine, mixed clastic, carbonate, and evaporitic fill.
During the early Mesozoic, the basin formed part of a slowly subsiding continental platform. Triassic-
Jurassic rocks include considerable eolian, alluvial, and lacustrine deposits that become significantly
thicker and grade into more marine facies from east to west.
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Paleozoic and early Mesozoic strata in the westernmost part of the basin were uplifted and thrust
eastward during the late Mesozoic orogeny, which resulted in subsidence in the bordering foreland
basin. Sediments of the foreland basin are characterized by thick non-marine deposits adjacent to
the thrust belt, grading eastward into thinner layers of marginal-marine and marine rocks. The
geometry and style of the regional compressional deformation changed dramatically in the latest
Cretaceous with onset of the Laramide orogeny.
Laramide uplifts segmented the Cretaceous foreland basin into the Uinta and Piceance intermontane
basins. The geometry of these intermontane basins is notably different from that of the
Pennsylvanian-Permian segmented basin.

Figure 25 Fram lease in the Whitewater Area. Whitewater location map
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The Uinta-Piceance Basin contains five major petroleum systems, in ascending stratigraphic order;
the Phosphoria, the Mancos/Mowry, Ferron/Wasatch Plateau, Mesaverde, and Green River
Petroleum Systems. The focus of Frams work is the Mancos/Mowry Petroleum system.


Figure 26 Petroleum systems in the Uinta-Piceance Province (USGS). Generalized
stratigraphic column and petroleum systems.

The Dakota sandstones of the Mesaverde system constitute the main target for Fram, but significant
potential could be confirmed by drilling into the underlying Morrison Formation and Entrada
sandstones.
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Figure 27 Stratigraphic table with most important reservoirs of
the Uinta-Piceance Basin (Dakota Sdst, Morrison
Formation, Entrada Sdst.) Source: Fram 2012


Figure 28 Simplified structural map of the Whitewater area,
showing structural rise towards SW: Compare
generalized stratigraphic cross section below (USGS
2002).
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Figure 29 Simplified structural section (West-East) of the Whitewater Lease Area. The section shows
the surface geography rising to the east into the Rocky Mountains whilst the Dakota
sandstone reservoirs are dipping in the same direction.
OPK agrees with Fram that the main oil potential is located in the eastern part of the lease area
where greater depths, higher pressure and less wax should allow an increased well productivity.

Source rocks
The productive source rock intervals in the Uinta-Piceance Basin are: the lower part of the Tertiary
Green River Formation, the lower part of the Cretaceous Mesaverde Group, the coals in the Ferron
Sandstone Member of the Mancos Shale, the Mancos Shale and Mowry Shale, and the lower part of
the Permian Phosphoria Formation and other potential Pennsylvanian- Permian source rocks. The
main interest of Fram is in the Mancos Shale and Mowry Shale, which also in the opinion of OPK, are
distinctly mature for oil and gas.
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Figure 30 Source rocks. Vitrinite isoreflectance (Ro) trends at the base of the Cretaceous
Mesaverde Formation and the top of the Mancos Shale. (USGS)
Hydrocarbons generated from the Mancos and Mowry shale define the limits of the Mancos/Mowry
Petroleum System in the Uinta-Piceance Province and the adjacent fluvial, tidal, shoreface, and
offshore sandstone reservoirs of the Morrison, Cedar Mountain, and Frontier Formations; the Prairie
Canyon (Mancos B) Member of the Mancos Shale; the Dakota Sandstone; the Morapas Sandstone
Member of the Mancos Shale; the Castlegate and Sego Sandstones; and the Corcoran, Cozzette, and
Rollins Sandstone Members of the Mount Garfield and Iles Formations.
The Mancos/Mowry is a complex unit of organic-rich shale and inter-bedded sandstones that are
present throughout the Uinta-Piceance Basin. Marine shales were deposited during the Late
Cretaceous in a foreland basin setting along the entire width of the Western Interior Seaway.
The Uinta and Piceance Basins formed during the latest Cretaceous and early Tertiary (Laramide
orogeny) and partitioned the marine deposits of the Mancos/Mowry into two structural basins
separated by a broad uplift, the Douglas Creek arch. Burial of the Mancos and Mowry Shales during
Late Cretaceous and early Tertiary time moved them into the hydrocarbon generation window at
about 76 Ma and the main period of generation continued until about 10 Ma. Hydrocarbon
migration was most likely concurrent with generation.
Most of the reservoir units are composed of distal to proximal shoreface sandstones and fluvial and
tidally influenced channel sandstones. Most reservoirs are in direct contact with some part of the
Mancos/Mowry with the exception of fluvial sandstones in the Cedar Mountain and Morrison
Formations. Natural fractures formed during the development of Laramide structures, and this
fracture network resulted in enhanced permeabilities in the generally tightly cemented sandstones
of the Mancos successions. Maximum burial was generally near the end of Laramide deformation,
and prior to uplift and dissection by the Colorado River drainage beginning about 10 Ma. During this
period of erosion between 10 Ma and the present, the shale seals may have been especially
important in preserving the trap integrity.
The Morrison Formation (including the Tidwell, Salt Wash, and Brushy Basin Members) and Cedar
Mountain Formation (including the Buckhorn Conglomerate Member) consist of fluvial and minor
lacustrine deposits. The Cedar Mountain is often included in the Dakota Sandstone in subsurface
studies. The Dakota Formation consists of fluvial, shoreface, and tidally influenced deposits. The
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fluvial channels in all these units have paleocurrent directions generally to the northeast in the
southern part of the Piceance Basin. The Buckhorn and the Dakota fluvial systems are partly confined
to paleovalleys incised into older fluvial deposits.
The Dakota Formation has two valley-fill systems separated by a broad interfluvial area present
between the San Rafael Swell and the vicinity of Grand Junction. Most of the available data shows
that the Morrison, Cedar Mountain, and Dakota are low-permeability (tight) reservoirs.
The Dakota Sandstone produces gas and minor amounts of oil mainly from fluvial sediments,
however, reservoirs can also be found in shoreface strata; the fluvial rocks are interpreted as valley-
fill complexes (Currie et al., 1998). Gas and minor oil are produced from fluvial units of the Cedar
Mountain Formation, including the Buckhorn Conglomerate Member.
There is conflicting evidence as to whether the oil and gas accumulations in the Morrison, Cedar
Mountain, and Dakota are continuous. Gas/water contacts are unknown or absent in many of these
reservoirs as reported in Hill and Bereskin (1993), except at Park Mountain where a map by Lipinski
(1993) showed shut-in gas wells outside of the main producing channel sandstone that have a
gas/water contact suggestive of a more conventional accumulation. The Hells Hole field is reported
to have a gas column of 1,800 ft in the Dakota interval with no known gas/water contact.
The following figure illustrates that onset of oil generation is already achieved at a present depth of
2,000 -3,000 ft. below sea level.


Figure 31 Generalized stratigraphic cross section of the Green River Total Petroleum System
showing vitrinite reflectance lines (Ro) (modified from Fouch and others, 1992).
Source: USGS 2002


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Depositional environments of main reservoir rock of the Whitewater area

Figure 32 Characteristics of the Dakota sandstone, overlying flood plain shales and coal layers.
Source: Fram
The typical Dakota reservoirs consist of channel sands, which are widely exposed in outcrops in
Colorado. The reservoir models used by Fram are based on these outcrop data in addition to well log
analyses. OPK has found evidence, which supports the Fram assumptions regarding the reservoirs.


Figure 33 Depositional environments. Generalized depositional environments, seals, source
rocks, and reservoirs of the Mancos/Mowry (Upper Jurassic + Lower-Middle
Cretaceous) Petroleum System (source: USGS 2002)




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Phosphoria petroleum system
The Whitewater Production Unit is located in the southern region of the Piceance Basin, here; in
addition to the Dakota Formation, productive reservoirs can also include the Middle Jurassic Entrada
Formation and Upper Jurassic Morrison Formation, therefore it is relevant to add an overview of the
Phosphoria Petroleum System.
The Phosphoria Petroleum System in the Uinta- Piceance Basin contains hydrocarbons generated
from organic-rich mudstones of the Meade Peak Phosphatic Shale Member of the Permian
Phosphoria Formation. Phosphoria sourced oil has been identified in the Shinarump Member of the
Chinle Formation, Entrada Sandstone and Morrison Formation at oil fields in the greater Danforth
Hills area of Colorado. Relatively long distance migration might be required to charge traps in the
Fram leases in the Whitewater area.
OPK is of the opinion that future studies to enhance reservoir understanding in the Piceance Basin
should include Fracture Analysis in order to define zones of preferential oil migration and possible
connectivity between channels. An example is given in the following figure.


Figure 34 Fracture Intensity and Lithology from the Williams Fork Formation at Mamm Creek
Field, Piceance Basin, Colorado by Matthew J. Pranter, Alicia Hewlett, Sait Baytok,
Rachel Shaak, Powerpoint presentation 2010.



Figure 35 Reservoir architecture as identified from fieldwork in the case of Whitewater
Colorado quantifying the main reservoir parameters such as width of channels
successions, orientation and main direction. (Source: Fram).
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The outcrop studies confirm that individual channels can reach between 200 and 800 meters in
width. In comparison, the Fram assumptions of only a few hundred meters on average, is therefore
considered by OPK to be realistic assumptions.

2. Williston Basin, Renville County, North Dakota

Regional geologic evolution of the Williston Basin
Introduction
In order to establish the framework geology and to define the major petroleum systems that could
be present in the Fram lease area, summarized below is information extracted from the USGS
assessment of the Williston Basin.

Tectonics and Structures
The Williston Basin is an intracratonic sag basin that developed on the North American craton during
the Ordovician and has undergone episodic subsidence through the Phanerozoic. It is a roughly
circular basin, deepest in the centre, and covers approximately 300,000 km
2
over parts of eastern
Montana, North Dakota, North-Western South Dakota, and the adjacent Saskatchewan and
Manitoba Provinces of Canada. Lineaments in the Precambrian basement are important in the
history of the basin evolution. There are two components to basin development; the northeast-
southwest trending Proterozoic lineament and structural zones and the north-south trending Trans-
Hudson suture belt.

Figure 36 Main structural lineaments in the Williston Basin


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Recurrent movement of basement blocks and the paleostructures had influence on the depositional
environments, thickness patterns and lithofacies distribution of the sediments. These movements
contributed also to the development of drape folds (see seismic examples below).

Reservoirs, seals and traps
Sedimentation in the Williston Basin was dominated by carbonates in the Paleozoic and siliciclastics
in the Mesozoic/Cenozoic. The initial Cambrian and Lower Ordovician transgressions deposited
clastic sediments that were followed by mid to late Paleozoic carbonate deposition.
The carbonate sequences are interrupted by unconformities and hiatuses that gave rise to primary
and secondary dissolution, deposition of numerous salt and anhydrite beds, and secondary
dolomitization of limestone. Mesozoic and Cenozoic deposition was mostly of clastic sediments of
continental and marine origin.
Major depositional sequences that consist of first-order and second-order cycles in the Williston
Basin are probably the result of eustatic changes in sea level, although third-order and fourth-order
cycles may be the result of tectonic activity or a combination of tectonics and eustacy. Because
water depths in the basin during the Phanerozoic were relatively shallow, a small change in water
depth resulted in substantial depositional environment and sedimentation changes.

Figure 37 Typical Carboniferous (Mississippian) reservoir facies and sequence of the Williston
Basin area



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Figure 38 Paleogeographic trends from the Ordovician to Mid Carboniferous time. Figure
showing the depositional patterns in the Williston Basin. (A) Ordovician to Late
Devonian with southwest and southeast seaway connection. (B) Late Devonian to
Early Mississippian northwest seaway connection through the Elk Point Basin. In
Middle Mississippian the basin switched to its original Ordovician to Late Devonian
configuration. (Modified by USGS after Gerhard and Anderson, 1988).

The exploration target in the in the Fram licences of the Renville County are build ups and
dolomitized algal-oolithic carbonates and crinoidal or bioclastic banks in the Mission Canyon and
Charles Formations of the Madisson Group.

Figure 39 Schematic East-West cross-section of the Madisson Group
in the Williston Basin. (USGS, modified from Lindsay,
1988)
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During the Carboniferous (Mississippian) time, the Williston Basin was part of a broad carbonate
shelf, resulting in sedimentation of cyclical carbonate and evaporite strata. The Madison Group
consists of three formations, the lowermost Lodgepole, the middle Mission Canyon and overlying
Charles Formations. The Lower Mississippian Lodgepole Formation overlies the Devonian and
Mississippian Bakken Formation and is overlain by the anhydrite-bearing carbonates of the Mission
Canyon and Charles Formations, in northwest North Dakota the most conspicuous sediments are
shallow ramp deposits of lime mudstone and grainstone with banks of oolitic shoals and crinoids
that become progressively finer basinward. Sediment supply during Lodgepole time was from the Elk
Point Basin in southern Saskatchewan (LeFever and Anderson, 1984). Sedimentation shifted to the
west with marine connection to the Central Montana trough established during Mission Canyon
deposition.
Oil produced from Lodgepole Formation reservoirs in Stark County has been geochemically typed to
the upper and lower organic-rich shales of the underlying Bakken Formation (Jarvie, 2001).
Hydrocarbons traps are mainly in carbonate mounds that developed initially on top of
paleotopographic highs related to thickening of the Bakken Formation. The topographic highs may
have acted as nucleation sites for organic material, supporting development of crinoid-bryozoan
communities. Mounds are identified as subtle features on seismic lines. Pore types in the mounds
are vugs and fractures, enhanced by the dissolution of muds, dolomitization, or fracturing (Johnson,
1995). Porosities range from 2 to 14 percent with matrix permeabilities less than 1 millidarcy.
Permeability and reservoir quality improve dramatically (200-2,000 md) where there is
interconnection of vuggy porosity and vertical fracturing (Montgomery, 1996). The Lodgepole
Formation mound reservoirs are surrounded by unfractured, impermeable, and nonporous beds of
middle and upper Lodgepole argillaceous limestone, which forms the seal for the reservoirs Three
major regressive sequences in the Madison correspond to the Tilston, Frobisher-Alida, and Ratcliffe
intervals, which contain depositional sequences that progressively shallow upward. Sediments were
deposited in a cycle of rapid transgression and slow, episodic progradation throughout the basin.
These cycles also indicate an overall retreat of the sea to the west and toward the basin centre
through Mississippian time (Waters and Sando, 1987). The Mission Canyon Formation was deposited
on a gently dipping ramp with a gradually shallowing water depth with shoreline regression into the
basin during the Mississippian (Lindsay, 1988). However, short duration sea-level fluctuations caused
shoreline progradation into the basin and periodic transgressions flooded the ramp. The Charles
Formation represents the last rise in sea level, sediment accumulation, and progradation in the
Williston Basin during Madison deposition (Kerr, 1988).
The Mission Canyon and Charles Formations contain numerous intervals that display these
progradational-regressive cycles of deposition.
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Figure 40 Isopach map of the Mission Canyon Formation (USGS)

Typically Mission Canyon producing reservoirs are in skeletal packstones and grainstones, and from
buildups of oolitc and intraclast-bearing skeletal wackestones and packstones (Lindsay, 1988). Along
the eastern basin margin in North Dakota, Mission Canyon reservoirs are in multiple shoaling-
upward sequences comprising packstones and grainstones. Repetitive shoreline progradations
basinward in the Mission Canyon place younger, impermeable sabkha facies over older, permeable
shoal accumulations, resulting in updip and lateral stratigraphic traps and within gently plunging
anticlinal noses, with updip closure due to facies changes.
Traps in the Mission Canyon and the Charles Formations can be stratigraphic, structural, and
diagenetic. Structural traps are low relief and commonly are along anticlinal noses, but can be also
present in four way dip closures in carbonate mounds. More recent traps were possibly formed
during the Pennsylvanian and Cretaceous- Paleogene deformation.
Stratigraphic traps are generally associated with interbedded anhydrite and interfingering of low-
porosity facies.
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Figure 41 Isopach map of the Charles Formation (USGS)



Figure 42 Seismic lines in the Williston area
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Source rocks
The geochemical comparison of oils from Bakken Formation reservoirs to oils from Madison Group
reservoirs indicate they are from different oil families and source rocks. Recent studies have
emphasized that the Madison Group oils are self-sourced by Mission Canyon Formation and Ratcliffe
interval of the Charles Formation carbonate source rocks (Jarvie et al., 1997; Obermajer et al., 2000;
Jarvie, 2001).
The Mission Canyon Formation and Charles Formation are the youngest carbonate oil and gas
reservoirs in the Williston Basin. The largest fields in the Mission Canyon and Charles produce along
major structures in the U.S. portion of the basin, including Little Knife anticline, Billings Nose
anticline, and shallow fields of the Nesson anticline. The majority of hydrocarbons produced in the
Williston Basin are from Paleozoic reservoirs. The Mississippian Madison Group has produced the
largest volume of oil in the basin, with significant volumes also in the Ordovician Red River
Formation and the Devonian Duperow Formation, (USGS, 2010).

This page has been intentionally left blank.
APPENDIX F INDEPENDENT VALUATION REPORT
F-1
Fox-Davies
1 Tudor Street, London EC4Y 0AH
Tel: +44 (0)20 3463 5000
Fax: +44 (0)20 3463 5001
www.fox-davies.com
Fox-Davies Capital Limited
Member of TheLondon Stock Exchange
Authorised and regulated by theFinancial Conduct Authority

24 June 2013
The Board of Directors
Rex International Holding Pte Ltd
6 Raffles Quay #20-07
048580 Singapore
Singapore

Dear Sirs
Independent Valuation Report Independent Valuation Report Independent Valuation Report Independent Valuation Report
On Rex International Holding Pte Ltds Reserves and Contingent Resources On Rex International Holding Pte Ltds Reserves and Contingent Resources On Rex International Holding Pte Ltds Reserves and Contingent Resources On Rex International Holding Pte Ltds Reserves and Contingent Resources
Fox-Davies Capital Limited (Fox-Davies) has been commissioned by Rex International Holdings Pte Ltd (RIH or
the Company) to provide an independent valuation of its assets.
In November 2012, RIH commenced its preparations to list on the Catalist Board of the Singapore Exchange
Securities Trading Limited (SGX-ST) by way of an Initial Public Offering (IPO). To be consistent with the
requirements of the Rules Governing the Listing of Securities on the Catalist Board of the SGX-ST, Fox-Davies has
only valued RIHs Reserves/Contingent Resources, and excluded Prospective Resources, in RIHs portfolio (the
Valuation Report)
The Valuation Report was prepared using a valuation methodology consistent with the Petroleum Resource
Management System published by the Society of Petroleum Engineers, the World Petroleum Council, the
American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers in March 2007
(SPE PRMS) and expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum
Reserves and Resources, November 2011 and also in accordance the Code for the Technical Assessment and
Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports 2005 Edition (the
VALMIN Code). The Valuation Report relies on forecasts and projections based on data provided by RIH or its
partners that has been independently reviewed by OPK Resources GmbH (OPK) in its Qualified Persons Report
(OPK Resources QPR) and involved an assessment of the Reserves and Contingent Resources, production
schedule, and the projected capital and operating costs.
RIH has the right to explore and develop two onshore concessions in the United States in the states of Colorado
and North Dakota in joint collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz
Energy (Singapore) that contain Reserves/Contingent Resources respectively.
RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an exploration portfolio in the
Middle East and Norway with significant Prospective Resources. According to Practice Note 4C of the SGX-ST
APPENDIX F INDEPENDENT VALUATION REPORT
F-2

2 22 2
listing rules, the disclosure of any oil and gas accumulation should exclude Prospective Resources so Fox-Davies
has not provided a formal valuation of RIHs interest in the Prospective Resources held by Lime Petroleum.
The Risked Technical Asset Values documented in the Valuation Report are subject to the assumptions, risk factors
and limiting conditions contained herein. The Valuation Report outlines the factors considered, methodology and
assumptions employed in formulating a view on the Risked Technical Asset Value of RIHs Reserves/Contingent
Resources.
Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion
on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set
out in Limiting Conditions (page 30).
This Valuation Report has been prepared solely for inclusion in the Offer Document of the Company in connection
with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange
Securities Trading Limited; it should not be used or relied upon for any other purpose.
Neither the whole nor any part of the Valuation Report nor any reference thereto may be included in, or with, or
attached to any document or used for any purpose without Fox-Davies written consent to the form and context in
which it appears.
Yours Faithfully,


Fox-Davies Capital Limited

APPENDIX F INDEPENDENT VALUATION REPORT
F-3

J JJ Ju uu un nn ne ee e 2 22 20 00 01 11 13 33 3




Valuation Report On the
Reserves and Contingent Resources
of
Rex International Holdings Pte Ltd

Dated: 24 June 2013
Pathfinder Research
APPENDIX F INDEPENDENT VALUATION REPORT
F-4
Rex International Independent Valuation Report
June 2013

Fox-Davies Capital 1

Summary
Fox-Davies has been commissioned by RIH to provide an independent asset valuation of the Reserves/Contingent
Resources, but excluding Prospective Resources, in RIHs portfolio. This Valuation Report was prepared using a
valuation methodology consistent with the Petroleum Resource Management System published by the Society of
Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the
Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS) guidelines and also in accordance with the
VALMIN Code.
Fox-Davies has adopted a DCF valuation methodology, the principal industry valuation technique used to value
O&G exploration and production assets and also the valuation methodology recommended under the SPE PRMS
guidelines. To model the future development of the Reserves or Contingent Resources that are documented in the
OPK Resources QPR, future cash flows were determined based on RIHs estimates of production rates, oil prices,
capital costs and operating costs to which taxes and royalties were applied in the relevant fiscal regimes.
The resulting individual project unrisked technical asset values were then adjusted by risk factors, where
appropriate, and an Expected Monetary Value (EMV) methodology applied. The unrisked technical asset values
were also adjusted for RIHs interest in each project in arriving at a risked technical asset value net to RIHs 20%
interest. No values have been assigned to Prospective Resources.
Fox-Davies valued RIHs 20% Interest in the Reserves/Contingent Resources, which is the subject of this Valuation
Report, at a risked technical asset value of $79 million (net present value after tax discounted at 10%, using P
50

reserve and Contingent Resources and applying forward oil curve pricing escalating at 2%, then adjusted for risk
and RIHs 20% interest); the resulting technical asset value is summarised in Table 1.
Table Table Table Table 1 11 1 Risked Risked Risked Risked T TT Technical Asset Value echnical Asset Value echnical Asset Value echnical Asset Value Net to R Net to R Net to R Net to RlH lH lH lH's 's 's 's 20% 20% 20% 20% l ll lnterest nterest nterest nterest ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario: Oil Price Scenario: Oil Price Scenario: Oil Price Scenario:
Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating
Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value ($mm) ($mm) ($mm) ($mm)
Discount Discount Discount Discount Rate Rate Rate Rate
0% 0% 0% 0% 5% 5% 5% 5% 10% 10% 10% 10% 15% 15% 15% 15%
Whitewater 122 100 84 71
Williston (5) (5) (5) (5)
Total Total Total Total 117 117 117 117 95 95 95 95 79 79 79 79 66 66 66 66
Source: Source: Source: Source: Fox-Davies estimates
In Fox-Davies opinion, and as reflected in the sensitivities presented herein, the principal factors that could impact
the Risked Technical Asset Value in this Valuation Report are future oil prices, underperformance of the reserve
base, reduction in production rates and the discount rate used. This is principally due to the relatively low capital
and operating cost nature of the proposed operations.
As well as RIHs 20% Interest in the Reserves/Contingent Resources in Table 1, RIH also has a further interest by
virtue of its 24% equity interest in Fram that adds $57 million to RIHs Risked Technical Asset Value. The increase in
the Risked Technical Asset Value from the addition of RIHs 24% shareholding in Fram is summarised in Table 2.
Table Table Table Table 2 22 2 RlH's lmplied Overall Valuation RlH's lmplied Overall Valuation RlH's lmplied Overall Valuation RlH's lmplied Overall Valuation 20% 20% 20% 20% lnterest lnterest lnterest lnterest and 24% and 24% and 24% and 24% Equity lnterest Equity lnterest Equity lnterest Equity lnterest in Fram in Fram in Fram in Fram ($mm) ($mm) ($mm) ($mm)
Contributor Contributor Contributor Contributor Contribution ($mm) Contribution ($mm) Contribution ($mm) Contribution ($mm)
20% In Assets 79
RIHs 24% Interest in FRAM 57
Total Total Total Total 136 136 136 136
Source: Source: Source: Source: Fox-Davies estimates
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Fox-Davies has assessed the impact of all of the key factors and sensitivities to determine the key valuation factors,
and concluded these are the oil price and Reserves/Contingent Resources. The resulting valuation matrix for these
key valuation factors for both RIHs 20% Interest in the Reserves/Contingent Resources and its 24% equity interest
in Fram is summarised in Table 3.
Table Table Table Table 3 33 3 Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's 20% 20% 20% 20% lnterest ($mm) lnterest ($mm) lnterest ($mm) lnterest ($mm)
Oil Oil Oil Oil Price Scenario Price Scenario Price Scenario Price Scenario
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Reserves Reserves Reserves Reserves & Contingent Resources Category & Contingent Resources Category & Contingent Resources Category & Contingent Resources Category
P90 P90 P90 P90 P50 P50 P50 P50 P10 P10 P10 P10
Low Forward Curve 88 131 182
Base Case Forward Curve & Escalating 89 136 187
High EIA Reference Case 129 191 256
Source: Source: Source: Source: Fox-Davies estimates
As RIHs Reserves/Contingent Resources are expected to be developed for the expected future excess cash flow
that is generated, Fox-Davies does not believe that it is appropriate to attach any premium or discount to the
Risked Technical Asset Value in arriving at a fair market value under the VALMIN Code.
Fox-Davies has considered the matrix of Risked Technical Asset Values (as provided in Table 3) for oil price and
Reserves/Contingent Resources held directly and indirectly by RIH and the other sensitivity analyses that were
undertaken in arriving at a preferred valuation and upper and lower value limit. We conclude that the preferred
valuation is best represented by the Risked Technical Asset Value using the base case pricing scenario and P
50

reserve case (the Best Estimate), while the value range is best represented by the P
90
Reserves case at the lower
value limit (the Low Estimate), and P
10
at the upper value limit (the High Estimate). Fox-Davies resulting
valuation range and Best Estimate that is set out in Table 4 also represents a fair market value of RIHs
Reserves/Contingent Resources as at a valuation date of the 14

May 2013.
Table Table Table Table 4 44 4 Valuation Range & Best Estimate Valuation Range & Best Estimate Valuation Range & Best Estimate Valuation Range & Best Estimate Net t Net t Net t Net to RlH's lnterest ($mm) o RlH's lnterest ($mm) o RlH's lnterest ($mm) o RlH's lnterest ($mm)
Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Low Estimate Low Estimate Low Estimate Low Estimate Best Estimate Best Estimate Best Estimate Best Estimate High Estimate High Estimate High Estimate High Estimate
RIHs 20% Interest and 24% equity interest in Fram 89 136 187
Source: Source: Source: Source: Fox-Davies estimates
RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an exploration portfolio in the
Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime Petroleum is
held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia. Fox-Davies has not
valued Prospective Resources in accordance with Practice Note 4C of the SGX-ST listing rules which states that the
disclosure of any oil and gas accumulation should exclude Prospective Resources.
The Risked Technical Asset Values documented in this Valuation Report are subject to the assumptions, risk factors
and limiting conditions contained herein. This Valuation Report outlines the factors considered, methodology and
assumptions employed in formulating the Risked Technical Asset Value of RIHs Reserves/Contingent Resources.
The date of publication of this Valuation Report, and the date for the forward oil curve pricing used herein, was 14
May 2013. Fox-Davies has adopted full year discounting for all DCF modelling.
All monetary values contained within this Valuation Report are United States dollars unless otherwise stated.
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Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion
on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set
out in Limiting Conditions (page 30).
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Contents
Section Section Section Section Page Page Page Page
Summary 1
Contents 4
Introduction 6
Valuation Methodology Valuation Methodology Valuation Methodology Valuation Methodology 6 66 6
RIHs Corporate Structure RIHs Corporate Structure RIHs Corporate Structure RIHs Corporate Structure 7 77 7
Onshore US Onshore US Onshore US Onshore US Concessions Concessions Concessions Concessions 7 77 7
Lime Petroleum Lime Petroleum Lime Petroleum Lime Petroleum 7 77 7
Other Other Other Other 8 88 8
Valuation Methodology 9
Valuation of E&P Companies Valuation of E&P Companies Valuation of E&P Companies Valuation of E&P Companies 9 99 9
Chance of Success Chance of Success Chance of Success Chance of Success 9 99 9
Expected Mon Expected Mon Expected Mon Expected Monetary Value etary Value etary Value etary Value 9 99 9
Base Case Valuation Assumptions 11
Energy Price Assumptions Energy Price Assumptions Energy Price Assumptions Energy Price Assumptions 11 11 11 11
Discount Rate Assumption Discount Rate Assumption Discount Rate Assumption Discount Rate Assumption 12 12 12 12
Production Profiles and Phasing Assumptions Production Profiles and Phasing Assumptions Production Profiles and Phasing Assumptions Production Profiles and Phasing Assumptions 12 12 12 12
Technical Asset Valuation Base Case 14
Sensitivities 17
Forecast Oil Price Sensitivities Forecast Oil Price Sensitivities Forecast Oil Price Sensitivities Forecast Oil Price Sensitivities 17 17 17 17
Discount Rates Sensitivities Discount Rates Sensitivities Discount Rates Sensitivities Discount Rates Sensitivities 18 18 18 18
Reserve Sensitivities Reserve Sensitivities Reserve Sensitivities Reserve Sensitivities 19 19 19 19
Operat Operat Operat Operating Cost and Capital Cost Sensitivities ing Cost and Capital Cost Sensitivities ing Cost and Capital Cost Sensitivities ing Cost and Capital Cost Sensitivities 19 19 19 19
Cost and Price Inflation Cost and Price Inflation Cost and Price Inflation Cost and Price Inflation 20 20 20 20
Valuation Conclusion 21
Licence Portfolio 23
United States Licence Details 24
Prospects & Drilling Prospects & Drilling Prospects & Drilling Prospects & Drilling 26 26 26 26
Timing of Development Timing of Development Timing of Development Timing of Development 26 26 26 26
United States Fiscal Terms 28
Limiting Conditions 30
Risk Factors 33
Reserves and Resources Reserves and Resources Reserves and Resources Reserves and Resources 33 33 33 33
Future energy prices and the global economy Future energy prices and the global economy Future energy prices and the global economy Future energy prices and the global economy 33 33 33 33
Approvals Approvals Approvals Approvals 33 33 33 33
Commissioning of new processing facilities Commissioning of new processing facilities Commissioning of new processing facilities Commissioning of new processing facilities 33 33 33 33
Costs overruns Costs overruns Costs overruns Costs overruns 33 33 33 33
License tenure License tenure License tenure License tenure 33 33 33 33
Environmental Environmental Environmental Environmental 33 33 33 33
Social issues Social issues Social issues Social issues 33 33 33 33
Reliance on key executives Reliance on key executives Reliance on key executives Reliance on key executives 33 33 33 33
Co Co Co Country and political risk untry and political risk untry and political risk untry and political risk 34 34 34 34
Realisation of forecast and future plans Realisation of forecast and future plans Realisation of forecast and future plans Realisation of forecast and future plans 34 34 34 34
Valuers Biographies 35
Dr Zac Phillips, Head of O&G Dr Zac Phillips, Head of O&G Dr Zac Phillips, Head of O&G Dr Zac Phillips, Head of O&G Investment Banking Investment Banking Investment Banking Investment Banking 35 35 35 35
Richard Hail, Director O&G Corporate Finance Richard Hail, Director O&G Corporate Finance Richard Hail, Director O&G Corporate Finance Richard Hail, Director O&G Corporate Finance 35 35 35 35
Professional Declaration 36
Authors Declaration 37
Zac Phil Zac Phil Zac Phil Zac Phillips lips lips lips 37 37 37 37
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Section Section Section Section Page Page Page Page

Richard Hail Richard Hail Richard Hail Richard Hail 37 37 37 37
Appendix 38
Prospect Evaluation Data Prospect Evaluation Data Prospect Evaluation Data Prospect Evaluation Data 38 38 38 38
Whitewater Licence and Prospect Summary Whitewater Licence and Prospect Summary Whitewater Licence and Prospect Summary Whitewater Licence and Prospect Summary 39 39 39 39
Williston Basin Summary Williston Basin Summary Williston Basin Summary Williston Basin Summary 42 42 42 42
Index of Tables and Figures Index of Tables and Figures Index of Tables and Figures Index of Tables and Figures 44 44 44 44
Glossary 45



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Introduction
Fox-Davies Capital Limited (Fox-Davies) has been commissioned by Rex International Holdings Pte Ltd (RIH or
the Company) to provide an independent valuation of its assets.
In November 2012 RIH commenced its preparations to list on the Catalist Board of the Singapore Exchange
Securities Trading Limited (SGX-ST) by way of an Initial Public Offering (IPO). To be consistent with the
requirements of the Rules Governing the Listing of Securities on the Catalist Board of the SGX-ST, Fox-Davies has
only valued RIHs Reserves/Contingent Resources, but excluded Prospective Resources, in RIHs portfolio (the
Valuation Report)
Fox-Davies understands this Valuation Report will be published together with a qualified persons report (QPR)
produced by OPK Resources GmbH (the OPK Resources QPR) as part of the IPO process. In producing this
Valuation Report, Fox-Davies relied upon the technical review, Reserves/Contingent Resources, and geological
chance of success identified in the OPK Resources QPR.
Valuation Methodology
This Valuation Report was prepared using a valuation methodology consistent with the Petroleum Resource
Management System published by the Society of Petroleum Engineers the World Petroleum Council, the American
Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers in March 2007 (SPE
PRMS) and expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum Reserves
and Resources, November 2011 and also in accordance the Code for the Technical Assessment and Valuation of
Mineral and Petroleum Assets and Securities for Independent Expert Reports 2005 Edition (the VALMIN Code).
To value RIHs Reserves/Contingent Resources, Fox-Davies adopted a discounted cash flow (DCF) valuation
methodology, the principal valuation technique used by the oil and gas industry to value production and appraisal
assets. It is also the valuation methodology recommended under the SPE PRMS guidelines. Details of fiscal terms
and prospect evaluation data for all licenses together with the principal economic assumptions used are presented
in a standardised format herein.
Field development scenarios were developed and, together with an expected monetary value (EMV)
methodology, used to determine unrisked technical asset values. Geological and commercial risk factors were
applied to the Contingent Resources identified in the OPK Resources QPR and adjusted for direct interests to
determine risked technical asset values.
Sensitivities on energy prices, discount rates, Reserves/Contingent Resources, operating costs and capital costs,
and inflation were undertaken and are set out in Sensitivities, starting from page 17.
A risked DCF valuation and EMV methodology is particularly appropriate to valuing Reserves/Contingent
Resources in exploration and production portfolios and is the conventional approach taken for the valuation of oil
and gas assets. Applying other valuation methods to E&P assets such as comparable asset transactions is not
recommended as it is normally difficult to identify truly comparable transactions or obtain sufficient information
from the public domain other than basic metrics for such transactions.



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RIHs Corporate Structure

RIH has the right to explore and develop two onshore concessions in the US in the states of Colorado and North
Dakota respectively in joint collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz Oil
Pte Limited. RIHs interest in assets or in subsidiary companies are set out in Figure 1 below.
Figure Figure Figure Figure 1 11 1 RlH Corporate Structure RlH Corporate Structure RlH Corporate Structure RlH Corporate Structure
I II Interest in Subsidiary Companies nterest in Subsidiary Companies nterest in Subsidiary Companies nterest in Subsidiary Companies

- Up to 30% dependent on asset performance. Starting interest of 20% assumed for the purposes of the Valuation Report.
Source: Source: Source: Source: Company data & Fox-Davies
Onshore US Concessions
RIH, through its wholly-owned subsidiary, Rex US Ventures LLC has farmed-in to two concessions in Colorado and
North Dakota owned by Fram Exploration ASA (Fram), for a right to receive a 20% interest in the assets (20%
Interest). These two onshore US concessions contain Reserves/Contingent Resources that have been documented
in the OPK Resources QPR.
RIH and partner companies have commissioned the drilling of 80 wells over 24 months starting early Q2 2013 in the
leases held by Fram in the US and have access to two owned drilling rigs as well as experienced staff as needed to
locate, drill and produce oil. Following that drilling campaign, the partners intend to continue drilling in order to
exploit the entire hydrocarbon potential in both license areas. RIHs 20% Interest in the Reserves/Contingent
Resources is set out in Table 18 (page 23).
As well as the 20% Interest, RIH also has a 24% equity interest in Fram that; following the farm-out, Fram holds a
direct 60% interest in the two onshore US Concessions. Fox-Davies has valued both the Reserves/Contingent
Resources in RIHs 20% Interest and RIHs 24% equity interest in Fram; this is summarised in Table 15 (page 21).
Lime Petroleum
RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an international exploration
portfolio in the Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime
Petroleum is held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia.
According to Practice Note 4C of the SGX-ST listing rules, the disclosure of any oil and gas accumulation should
exclude Prospective Resources so Fox-Davies has not valued RIHs interest in the Prospective Resources held by
Lime Petroleum.
RIH RIH RIH RIH
Rex US Ventures Rex US Ventures Rex US Ventures Rex US Ventures
(100%)
Onshore Colorado &
North Dakota Concessions
(20% Interest

)
Lime Petroleum Lime Petroleum Lime Petroleum Lime Petroleum
(65%)
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Other
In preparing this Valuation Report, Fox-Davies confirms that RIH has confirmed in writing that full, accurate and true
disclosure of all material information has been made consistent with VALMIN Code paragraph 41.
The assessment of the Risked Technical Asset Value of RIHs interests within this Valuation Report has been based
on RIHs assessment of forecast oil prices. RIHs directors have provided us with confirmation that the oil price
forecasts used in this Valuation Report were arrived at after due and careful enquiry and reflects their view of a
reasonable outlook of the future.
RIHs oil price forecasts were derived from credible public sources and the approach taken is in line with the
guidance set out in the SPE PRMS guidelines and Fox-Davies believes RIHs forecast oil price assumptions to be
fair and reasonable.
Fox-Davies did not undertake a site inspection in preparing this Valuation Report as it was satisfied that there was
sufficient information available in the OPK Resources QPR, in the enquires it made of OPK, RIH management, Fram
and in the Offer Document to allow an informed opinion to be made without a site inspection. Fox-Davies notes
that OPK Resources also did not undertake a site inspection.
Following detailed review and commentary on initial drafts of the OPK Resources QPR, Fox Davies proposed
amendments and, following these, Fox-Davies is satisfied that the resulting Reserves/Contingent Resource
estimates stated in the OPK Resources QPR to be reasonable and in accordance with industry standards.
In preparing this Valuation Report, Fox-Davies was provided with a copy of an additional QPR that was produced
by a third party for Fram (June 2011) and was also provided with other technical information produced by other
consultants. Fox-Davies found the material provided to be a fair and reasonable.
The date of publication of this Valuation Report, and the date for the forward oil curve prices used herein, was 14
May 2013; Fox-Davies has adopted full year discounting for all DCF modelling.
Fox-Davies notes that RIH appointed US legal counsel, Pepper Hamilton LLP, to conduct a report on the validity of
licences, permits and approvals which Fram requires to carry on activities on each of its licenses and to confirm
Fram has complied with all conditions imposed thereunder. Fox-Davies notes that the legal opinion of Pepper
Hamilton LLP has been included in the Offer Document and it is stated in the Offer Document that Fram has
obtained the relevant material licences and approvals for its operations and has complied with the conditions
imposed thereunder, if any. Fram also has the relevant rights to carry out its operations in its concession areas
subject to compliance with conditions as may be imposed under those concession rights.
Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlights that any conclusion
on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set
out in Limiting Conditions (page 30).

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Valuation Methodology
In preparing this Valuation Report, Fox-Davies adopted a valuation methodology consistent with SPE PRMS and
expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum Reserves and
Resources, November 2011.
Valuation of E&P Companies
Valuation of E&P assets reflect not only the value of the cash flow from assets that have Reserves or Contingent
Resources assigned to them, but the market also assigns an option value to exploration assets particularly when
Contingent Resources or Prospective Resources have been defined by drilling, seismic interpretation and other
accepted technologies. Fox-Davies has not valued Prospective Resources in accordance with Practice Note 4C of
the SGX-ST listing rules which states that the disclosure of any oil and gas accumulation should exclude
Prospective Resources.
For details of Reserves/Contingent Resources, see the SPE Petroleum Resources Classification Framework section
(page 47) in the Appendix.
Overall, when considering Reserves/Contingent Resources, technical asset valuations are made up of the sum of
two distinct parts:
i. Technical Asset Technical Asset Technical Asset Technical Asset V VV Value alue alue alue or or or or Core TAV Core TAV Core TAV Core TAV: : : : Core TAV valuation of Reserves relating to assets already in
production or sanctioned for development: these are usually represented as Reserves and these can be
developed or undeveloped; and
ii. Development & Appraisal Development & Appraisal Development & Appraisal Development & Appraisal Technical Asset Value Technical Asset Value Technical Asset Value Technical Asset Value or or or or D&A TAV D&A TAV D&A TAV D&A TAV: : : : those discovered assets that have
been appraised and are awaiting development sanction or discoveries that are awaiting further appraisal:
these are usually represented as Contingent Resources.
The risk adjusted technical asset value (Risked TAV) is calculated as the total of the Core TAV plus the D&A TAV
adjusted for chance of success.
Chance of Success
The total chance of success (CoS
T
) for a Development & Appraisal asset (see (ii) above), is a function of two
distinct and separate risk elements:
i. Geological Chance of Success (CoS
G
): which measures the four elements required to have an
accumulation of oil or gas, namely; Source, Seal, Trap and Reservoir; and
ii. Technical-to-Commercial Chance of Success (CoS
C
): which reflects the likelihood that once found, the
accumulation proves commercial (sometimes CoS
C
is further broken down into two elements: Chance of
Economic Success and Chance of Threshold Economic Field Size). In the case of the Contingent Resources
in RIH, Fox-Davies has applied a CoS
C
risk factor of 0.5.
Expected Monetary Value
Fox-Davies has made a further adjustment to Development and Appraisal assets (see (ii) above) that are not in
production by applying an expected monetary value (EMV) methodology.
Fox-Davies believes that EMV is necessary as it reconciles the impact of a successful drilling campaign, against the
probability of a success and the cost of getting to a position at which the projects probability of success exceeds
the probability of failure, adjusted for any systemic errors.
EMV returns a value of an asset based on the collective cost and probability outcomes for a range of factors. This
determines the Risked Technical Asset Value of an asset (TAV
D
) as a risk adjustment to its success-based net
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present value discounted at an appropriate discount rate (subscript D) (NPV

D
), corrected for the total chance of
success (CoS
T
) and the risk capital (C
R
) required to get the asset to the go/no go decision (see below).

While the risk capital varies by asset as a function of drilling location, depth and expected subsurface conditions,
the technical-to-commercial risk factors vary according to the stage of development.
Fox-Davies has adopted full year discounting for all DCF modelling.
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Base Case Valuation Assumptions

Details on the principal base case assumptions used in this Valuation Report including discount rates, energy prices
and development scenarios are set out below.
Energy Price Assumptions
The assessment of the Risked Technical Asset Value considered within this Valuation Report has been based on
RIHs assessment of forecast oil prices.
Base Case Oil Price Assumption
This Valuation Report used Brent oil prices as the basis for forecasting future oil prices. The base case Brent oil
price forecast adopted was:
Base Case Base Case Base Case Base Case - -- - Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: forward oil prices were provided by Bloomberg from the
International Commodity Exchange (ICE), London, as of 14 May 2013, where oil prices decline from a current
level of $104.30/bbl to $94.58/bbl (February 2016). Oil prices were then assumed to escalate at 2% per annum
from 2016.
Brent oil prices are widely traded on a number of commodity exchanges and delivery is both timely and
unencumbered by supply issues. Brent is now recognised as the international benchmark crude oil price and has
overtaken West Texas Intermediate (WTI) which has been affected by localised production and transportation
constraints.
In undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report, Fox-
Davies has determined well head oil prices by applying regional oil price and oil quality differentials to the above
Brent oil prices; the discounts to the Brent prices that are assumed are equivalent to the Contract Prices that Fram
and its partners are expected to achieve for its crude oil sales.
Historically, the low production volumes sales contract that Fram has engaged in to sell its crude (~10 barrels per
day) was priced at WTI which is also known as Light Sweet Crude by the New York Mercantile Exchange, less a
$14/bbl discount. However, given the fact that the Fram and its partners will be increasing sales volumes
significantly, we believe that the price achieved will be in line with its regional peers and trade at WTI without a
discount.
The Brent oil price is used as a basis in undertaking the DCF valuation modelling of the Reserves/Contingent
Resources in this Valuation Report instead of the WTI as the Brent price is used as the basis for all international
trade contracts, and as such is large, liquid and widely traded.
Any oil production delivered to a recognised international delivery point is generally priced off the Brent oil price
plus a discount or premium, dependent on factors such as API gravity and sulphur content. Due to the fact that
Brent is widely traded and unencumbered by supply issues, it is now recognised as the international benchmark
crude oil price and has overtaken WTI which has been affected by localised production and transportation
constraints. In addition, the use of Brent as a basis for the oil price is a reasonable assumption due to the
homogenous nature of the global crude market.
No gas Reserves were identified in the OPK Resources QPR hence no valuation of gas assets was carried out as
part of this Valuation Report.
The Companys directors have provided us with confirmation that its forecast oil prices were arrived at after due
and careful enquiry and reflects their view of a reasonable outlook of the future. RIHs oil price forecasts were
derived from credible public sources and the approach taken is in line with the guidance set out in the SPE PRMS
guidelines and Fox-Davies confirms RIHs assumptions to be fair and reasonable.
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Discount Rate Assumption

The discount rate used is normally represented as the sum of three components:
i. execution risk;
ii. business risk; and
iii. geopolitical risk.
The base case discount rate assumption adopted in this Valuation Report is 10%. This is consistent with what both
the international E&P industry and equity markets characteristically use when presenting net present values for E&P
assets.
In addition, sensitivities over a range of discount rates have also been calculated, including reference to an
estimated weighted average cost of capital (WACC) that may apply to RIH on IPO.
Figure Figure Figure Figure 2 22 2 Oil Frices Used in Oil Frices Used in Oil Frices Used in Oil Frices Used in Technical Asset Technical Asset Technical Asset Technical Asset Valuation Valuation Valuation Valuation
Brent ($/bbl) Brent ($/bbl) Brent ($/bbl) Brent ($/bbl)
Source: Source: Source: Source: Company, EIA and Bloomberg data & Fox-Davies estimates
Production Profiles and Phasing Assumptions
For DCF valuation modelling of each development and appraisal asset in this Valuation Report, Fox-Davies
adopted a generalised capital investment and production profile as described below (Figure 3); the actual profiles
used in the modelling were consistent with data provided by RIH.
75
95
115
135
155
175
195
215
235
255
2010 2015 2020 2025 2030 2035 2040 2045
High - EIA Reference Case Base Case - Forward Curve & Escalating Low - Forward Curve
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Figure Figure Figure Figure 3 33 3 Generalised FroIile Generalised FroIile Generalised FroIile Generalised FroIile
Investment and Product Investment and Product Investment and Product Investment and Production Profile ion Profile ion Profile ion Profile (illustrative (illustrative (illustrative (illustrative only only only only) )) )

Source: Source: Source: Source: Fox-Davies
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Technical Asset Valuation Base Case

The Risked Technical Asset Value for 100% of the Reserves/Contingent Resources in this Valuation Report is
summarised in Figure 4 and Table 5, while the Risked Technical Asset Value net to RIHs 20% Interest is
summarised in Figure 5 and Table 6.
Figure Figure Figure Figure 4 44 4 Breakdown oI Breakdown oI Breakdown oI Breakdown oI Risked Risked Risked Risked T TT Technical echnical echnical echnical A AA Asset sset sset sset V VV Value Ior 100% alue Ior 100% alue Ior 100% alue Ior 100%
Percentage of Percentage of Percentage of Percentage of Risked Technical Asset Value (%) Risked Technical Asset Value (%) Risked Technical Asset Value (%) Risked Technical Asset Value (%) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)

Source: Source: Source: Source: Fox-Davies estimates

















































Table Table Table Table 5 55 5 Risked Technical Asset Value Ior 100% Risked Technical Asset Value Ior 100% Risked Technical Asset Value Ior 100% Risked Technical Asset Value Ior 100% ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario; Oil Price Scenario; Oil Price Scenario; Oil Price Scenario;
Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
2P Reserves 2P Reserves 2P Reserves 2P Reserves Contingent Resources Contingent Resources Contingent Resources Contingent Resources
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
Whitewater 287 418 563 - - -
Williston - - - (9) (8) (6)
Total Total Total Total 287 287 287 287 418 418 418 418 563 563 563 563 ( (( (9 99 9) )) ) ( (( (8 88 8) )) ) ( (( (6 66 6) )) )
Source: Source: Source: Source: Fox-Davies estimates
98.1%
(1.9%)
Whitewater Williston
418
(8)
Whitewater Williston
(50)
-
50
100
150
200
250
300
350
400
450
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Figure Figure Figure Figure 5 55 5 Breakdown oI Breakdown oI Breakdown oI Breakdown oI Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value Net to Net to Net to Net to RlH's 20% lnterest RlH's 20% lnterest RlH's 20% lnterest RlH's 20% lnterest
Percentage of Risked Technical Asset Value (%) Percentage of Risked Technical Asset Value (%) Percentage of Risked Technical Asset Value (%) Percentage of Risked Technical Asset Value (%) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)

Source: Source: Source: Source: Fox-Davies estimates

Table Table Table Table Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value - -- - Net to Rl Net to Rl Net to Rl Net to RlH HH H's 's 's 's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario; Oil Price Scenario; Oil Price Scenario; Oil Price Scenario;
Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
2P Reserves 2P Reserves 2P Reserves 2P Reserves Contingent Resources Contingent Resources Contingent Resources Contingent Resources
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
Whitewater 57 84 113 - - -
Williston - - - (5) (5) (4)
Total Total Total Total 57 57 57 57 84 84 84 84 113 113 113 113 ( (( (5 55 5) )) ) ( (( (5 55 5) )) ) ( (( (4 44 4) )) )
Source: Source: Source: Source: Fox-Davies estimates

Table Table Table Table 7 77 7 Risked Risked Risked Risked Technical Asset Value Technical Asset Value Technical Asset Value Technical Asset Value - -- - Net to RlH's Net to RlH's Net to RlH's Net to RlH's 20% 20% 20% 20% lnterests lnterests lnterests lnterests ($mm) ($mm) ($mm) ($mm)
Block Block Block Block Area Area Area Area
Risked Technical Asset Value ($mm Risked Technical Asset Value ($mm Risked Technical Asset Value ($mm Risked Technical Asset Value ($mm - -- - using Forward Curve & Escalating scenario) using Forward Curve & Escalating scenario) using Forward Curve & Escalating scenario) using Forward Curve & Escalating scenario)
($mm) ($mm) ($mm) ($mm) ($/boe) ($/boe) ($/boe) ($/boe)
Un Un Un Un- -- -risked risked risked risked Risked Risked Risked Risked Un Un Un Un- -- -risked risked risked risked Risked Risked Risked Risked
Core Core Core Core
Whitewater US (CO) 84 84 20.5 20.5
Balance Sheet Items - - - -
Core TAV Core TAV Core TAV Core TAV - -- - 84 84 84 84 84 84 84 84 20.5 20.5 20.5 20.5 20.5 20.5 20.5 20.5

Development & Appraisal Development & Appraisal Development & Appraisal Development & Appraisal
North Dakota US (ND) (1) (5) - -
D&A TAV D&A TAV D&A TAV D&A TAV ( (( (1 11 1) )) ) ( (( (5 55 5) )) ) - -- - - -- -

Total TAV Total TAV Total TAV Total TAV 83 83 83 83 79 79 79 79 19.9 19.9 19.9 19.9 19.9 19.9 19.9 19.9
Source: Source: Source: Source: Fox-Davies estimates
94.4%
(5.6%)
Whitewater Williston
84
(5)
Whitewater Williston
(10)
-
10
20
30
40
50
60
70
80
90
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Table Table Table Table 8 88 8 Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value Risked Technical Asset Value - -- - Net to RlH's Net to RlH's Net to RlH's Net to RlH's 20% 20% 20% 20% lnterests lnterests lnterests lnterests ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario Oil Price Scenario Oil Price Scenario Oil Price Scenario
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Colorado Colorado Colorado Colorado North Dakota North Dakota North Dakota North Dakota
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
P PP P90 90 90 90 P PP P50 50 50 50 P PP P10 10 10 10
Low Forward Curve 56 81 110 (5) (5) (4)
Base Case Forward Curve & Escalating 57 84 113 (5) (5) (4)
High EIA Reference Case 80 115 153 (5) (4) (4)
Source: Source: Source: Source: Fox-Davies estimates
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Sensitivities
Details on the sensitivities undertaken in this Valuation Report included energy prices, discount rates,
Reserves/Contingent Resources, operating costs and capital costs, are set out below.
Forecast Oil Price Sensitivities
The assessment of the Risked Technical Asset Value considered within this Valuation Report has been based on
RIHs assessment of forecast oil prices.
This Valuation Report used a Brent oil price as the basis for forecasting oil prices. The base case Brent oil price
forecast adopted was:
Forward Oil Price Curve & Escalating Forward Oil Price Curve & Escalating Forward Oil Price Curve & Escalating Forward Oil Price Curve & Escalating: :: : forward oil prices were provided from market sources as of 14 May 2013,
which declines from a current level of $104.30/bbl to $94.58/bbl (February 2016). Oil price forecast then assumed to
escalate at 2% per annum from 2016.
Two additional Brent oil price sensitivities were undertaken that are described below and illustrated in Figure 2
(page 12):
i. Low Low Low Low - -- - Forward Oil Price Curve Nominal: Forward Oil Price Curve Nominal: Forward Oil Price Curve Nominal: Forward Oil Price Curve Nominal: forward oil prices were provided by Bloomberg from the
International Commodity Exchange (ICE), London, as of 14 May 2013, which declines from a current level
of $104.30/bbl to $94.58/bbl in February 2016. This oil price sensitivity then assumes flat nominal oil prices
thereafter.
ii. Base Base Base Base C CC Case ase ase ase - -- - Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: Forward Oil Price Curve & Escalating: forward oil prices were provided from market sources
as of 14 May 2013, which declines from a current level of $104.30/bbl to $94.58/bbl (February 2016). Oil
price forecast then assumed to escalate at 2% per annum from 2016.
iii. High High High High EIA Reference Case EIA Reference Case EIA Reference Case EIA Reference Case: : : : The EIA reference case is taken from the Energy Information Administrations
(EIA) Annual Energy Outlook 2013 Reference Oil Price Case, in which the Brent spot oil price decreases
from $111 per barrel in 2011 to $96 per barrel in 2015. After 2015, the Brent price increases, reaching $163
per barrel in 2040 in real terms (or $269 per barrel in nominal dollars) as growing demand leads to the
development of more costly resources.
In undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report, Fox-
Davies has determined well head oil prices by applying regional oil price and oil quality differentials to the above
Brent oil prices; the discounts to the Brent prices that are assumed are equivalent to the Contract Prices that Fram
and its partners are expected to achieve for its crude oil sales.
Historically, the low production volumes sales contract that Fram has engaged in to sell its crude (~10 barrels per
day) was priced at WTI which is also known as Light Sweet Crude by the New York Mercantile Exchange, less a
$14/bbl discount. However, given the fact that the Fram and its partners will be increasing sales volumes
significantly, we believe that the price achieved will be in line with its regional peers and trade at WTI without a
discount.
The Brent oil price is used as a basis in undertaking the DCF valuation modelling of the Reserves/Contingent
Resources in this Valuation Report instead of the WTI as the Brent price is used as the basis for all international
trade contracts, and as such is large, liquid and widely traded.
Any oil production delivered to a recognised international delivery point is generally priced off the Brent oil price
plus a discount or premium, dependent on factors such as API gravity and sulphur content. Due to the fact that
Brent is widely traded and unencumbered by supply issues, it is now recognised as the international benchmark
crude oil price and has overtaken WTI which has been affected by localised production and transportation
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constraints. In addition, the use of Brent as a basis for the oil price is a reasonable assumption due to the
homogenous nature of the global crude market.
The Companys directors have provided Fox-Davies with confirmation that these oil price forecasts were arrived at
after due and careful enquiry and reflects their view of a reasonable outlook of the future. RIHs oil price
sensitivities were derived from credible public sources and the approach taken by RIH is in line with the guidance
set out in the SPE PRMS guidelines and Fox-Davies believes RIHs forecast oil price assumptions and resulting
sensitivities to be fair and reasonable.
Discount Rates Sensitivities
For the purposes of this Valuation Report, Fox-Davies used discount rate sensitivities around the base case
assumption of 10% as follows:
1. Low - 5%;
2. Base case - 10% (also an estimate of RIHs WACC see below); and
3. High - 15%.
It is customary in the oil and gas industry to apply a 10% discount rate when determining technical asset values.
A firm's weighted average cost of capital (WACC) is the weighted average of the Cost of Equity Capital (CEC)
and the Cost of Debt Capital (CDC).
To determine an indicative WACC for RIH once it becomes a listed company, Fox-Davies calculated the WACC for
a number of exploration and production companies in four countries that can be arranged by region:
i. given the proposed listing of RIH on the Catalist Board of the SGX-ST, Fox-Davies identified nine listed
companies with E&P assets that are listed in the Asian Region (listed on the Singapore (5), Kuala Lumpur (1)
and Jakarta (3) stock exchanges); and
ii. given RIHs Reserves/Contingent Resources are located in the US, we identified E&P companies with
listings in the United States (more than 100 in number).
The CECs and WACCs for the four countries chosen are set out in Table 9.
Table Table Table Table CEC and CEC and CEC and CEC and WACC oI WACC oI WACC oI WACC oI Listed E&F Listed E&F Listed E&F Listed E&F Feer Group Feer Group Feer Group Feer Group
Exchange Exchange Exchange Exchange CEC CEC CEC CEC WACC WACC WACC WACC Number Number Number Number
Singapore 10.4% 9.8% 5
Indonesia 11.0% 6.8% 3
Malaysia 8.9% 8.9% 1
Asia Average Asia Average Asia Average Asia Average 10.1 10.1 10.1 10.1% %% % 8.5 8.5 8.5 8.5% %% % - -- -
United States 11.4% 8.3% 148
Average Average Average Average 10. 10. 10. 10.8 88 8% %% % 8. 8. 8. 8.4 44 4% %% % - -- -
Source: Source: Source: Source: Bloomberg
Fox-Davies believes that the base case discount rate of 10% it applied is a representative discount rate when
compared to the actual Cost of Equity Capital (CEC) or Weighted Average Cost of Capital (WACC) for similar
companies listed in the four countries selected.
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Given the proposed listing of RIH on the Catalist Board of the SGX-ST, and that the subsequent trading of RIHs
shares will occur in Asia and it is expected to principally attract Asian investors, Fox-Davies support using an
indicative discount rate for RIH derived from listed S.E Asia peers as we believe it is likely to be more relevant than
one derived from US listed E&P companies. We note that RIH is currently ungeared. Based on the data above in
relation to SE Asian countries, and Singapore in particular, Fox-Davies believes that a 10% discount rate is an
appropriate proxy for a WACC for RIH.
Risked Technical Asset Values net to RIHs 20% Interest across a range of discount rates for the
Reserves/Contingent Resources in this Valuation Report are summarised in Table 10.
Table Table Table Table 10 10 10 10 Oil Oil Oil Oil F FF Frice and Discount Rate rice and Discount Rate rice and Discount Rate rice and Discount Rate Sensitivity Sensitivity Sensitivity Sensitivity: : : : Risked Risked Risked Risked Technical Asset Value Technical Asset Value Technical Asset Value Technical Asset Value Net to RlH Net to RlH Net to RlH Net to RlH's 's 's 's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Energy Price Scenario Energy Price Scenario Energy Price Scenario Energy Price Scenario
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Discount Rate Discount Rate Discount Rate Discount Rate
0% 0% 0% 0% 5% 5% 5% 5% 10% 10% 10% 10% 15% 15% 15% 15%
Low Forward Curve 113 92 76 64
Base Case Forward Curve & Escalating 117 95 79 66
High EIA Reference Case 168 135 111 91
Source: Source: Source: Source: Fox-Davies estimates: The risked net asset values above have been adjusted for geological chance of success only
Reserve Sensitivities
The uncertainty in Reserves and associated production forecasts is usually quantified by using at least three
scenarios. For Reserves, these would typically be 1P (or P
90
), 2P (or P
50
), and 3P (or P
10
) Reserves and for Contingent
Resources these would typically be 1C (or C
90
), 2C (or C
50
), and 3C (or C
10
) Contingent Resources.
The reserve sensitivities adopted, as well as their impact on the Risked Technical Asset Value for RIHs 20% Interest
is set out in Table 11.
Table Table Table Table 11 11 11 11 Reserve Sensitivity Reserve Sensitivity Reserve Sensitivity Reserve Sensitivity: :: : T TT Technical Asset Value echnical Asset Value echnical Asset Value echnical Asset Value Net to RlH's Net to RlH's Net to RlH's Net to RlH's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Energy Price Scenario Energy Price Scenario Energy Price Scenario Energy Price Scenario
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Reserves & Contingent Reserves & Contingent Reserves & Contingent Reserves & Contingent Resources Category Resources Category Resources Category Resources Category
P PP P90 90 90 90/C /C /C /C90 90 90 90 P PP P50 50 50 50/C /C /C /C50 50 50 50 P PP P10 10 10 10/C /C /C /C10 10 10 10
Low Forward Curve 51 76 106
Base Case Forward Curve & Escalating 52 79 109
High EIA Reference Case 75 111 149
Source: Source: Source: Source: Fox-Davies estimates
Operating Cost and Capital Cost Sensitivities
The operating cost and capital cost sensitivities adopted were 30% and the impact on the Risked Technical Asset
Value for RIHs 20% Interest is set out in Table 12.
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Table Table Table Table 12 12 12 12 Operating Cost and Capital Cost Operating Cost and Capital Cost Operating Cost and Capital Cost Operating Cost and Capital Cost Sensitivity: Technical Asset Value Net to RlH's Sensitivity: Technical Asset Value Net to RlH's Sensitivity: Technical Asset Value Net to RlH's Sensitivity: Technical Asset Value Net to RlH's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Variation in Capital Costs Variation in Capital Costs Variation in Capital Costs Variation in Capital Costs
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Variation in Operating Costs Variation in Operating Costs Variation in Operating Costs Variation in Operating Costs
- -- -30% 30% 30% 30% - -- - +30% +30% +30% +30%
- -- -30% 30% 30% 30% 86 81 77
- -- - 83 79 74
+30% +30% +30% +30% 80 76 71
Source: Source: Source: Source: Fox-Davies estimates
Cost and Price Inflation
The cost and price inflation sensitivities adopted were -2.5% to +6.0% and the impact on the Risked Technical
Asset Value for RIHs 20% Interest is set out in Table 13
Table Table Table Table 13 13 13 13 lnIlation Sensitivity: Technical Asset Value Net to RlH's lnIlation Sensitivity: Technical Asset Value Net to RlH's lnIlation Sensitivity: Technical Asset Value Net to RlH's lnIlation Sensitivity: Technical Asset Value Net to RlH's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Cost Inflation (% pa) Cost Inflation (% pa) Cost Inflation (% pa) Cost Inflation (% pa)
Risked Risked Risked Risked Technical Asset Value ($mm) Technical Asset Value ($mm) Technical Asset Value ($mm) Technical Asset Value ($mm)
Oil Price Inflation (% pa) Oil Price Inflation (% pa) Oil Price Inflation (% pa) Oil Price Inflation (% pa)
- -- -2.5% 2.5% 2.5% 2.5% 0.0% 0.0% 0.0% 0.0% 2.0% 2.0% 2.0% 2.0% 4.0% 4.0% 4.0% 4.0% 6.0% 6.0% 6.0% 6.0%
- -- -2.5% 2.5% 2.5% 2.5% 66 73 80 88 95
0.0% 0.0% 0.0% 0.0% 65 73 79 87 95
2.0% 2.0% 2.0% 2.0% 64 72 79 86 94
4.0% 4.0% 4.0% 4.0% 63 71 78 85 93
6.0% 6.0% 6.0% 6.0% 62 70 77 84 92
Source: Source: Source: Source: Fox-Davies estimates
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Valuation Conclusion
Fox-Davies valued RIHs 20% Interest in the Reserves/Contingent Resources the subject of this Valuation Report at
a Risked Technical Asset Value of $79 million (net present value after tax discounted at 10%, using P
50
reserve and
Contingent Resources and applying forward oil curve pricing then escalating at 2%, then adjusted for risk and RIHs
20% Interest); the valuation is summarised in Table 14.
Table Table Table Table 14 14 14 14 Risked Technical Asset Value Net to RlH's Risked Technical Asset Value Net to RlH's Risked Technical Asset Value Net to RlH's Risked Technical Asset Value Net to RlH's 20% lnterest 20% lnterest 20% lnterest 20% lnterest ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario: Oil Price Scenario: Oil Price Scenario: Oil Price Scenario:
Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating Forward Curve & Escalating
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Discount Discount Discount Discount Rate Rate Rate Rate
0% 0% 0% 0% 5% 5% 5% 5% 10% 10% 10% 10% 15% 15% 15% 15%
Whitewater 122 100 84 71
Williston (5) (5) (5) (5)
Total Total Total Total 117 117 117 117 95 95 95 95 79 79 79 79 66 66 66 66
Source: Source: Source: Source: Fox-Davies estimates
In Fox-Davies opinion, and as reflected in the sensitivities presented herein, the principal factors that could impact
the Risked Technical Asset Value in this Valuation Report are future oil prices, underperformance of the reserve
base, reduction in production rates and the discount rate used. This is principally due to the expected relatively low
capital and operating cost nature of the operations.
As well as RIHs 20% Interest in the Reserves/Contingent Resources in Table 14, RIH also has a further interest by
virtue of its 24% equity interest in Fram that adds $57 million to RIHs Risked Technical Asset Value. The increase in
the Risked Technical Asset Value from the addition of RIHs 24% shareholding in Fram is summarised in Table 15.
Table Table Table Table 15 15 15 15 RlH's lmplied Overall Val RlH's lmplied Overall Val RlH's lmplied Overall Val RlH's lmplied Overall Valuation uation uation uation 20% 20% 20% 20% lnterest lnterest lnterest lnterest and 24% and 24% and 24% and 24% Equity lnterest Equity lnterest Equity lnterest Equity lnterest in Fram in Fram in Fram in Fram ($mm) ($mm) ($mm) ($mm)
Contributor Contributor Contributor Contributor Contribution ($mm) Contribution ($mm) Contribution ($mm) Contribution ($mm)
20% Interest In Assets 79
RIHs 24% Interest in FRAM 57
Total Total Total Total 136 136 136 136
Source: Source: Source: Source: Fox-Davies estimates
Fox-Davies has assessed the impact of all of the key factors and sensitivities to determine the key valuation factors,
and concluded these are the oil price and Reserves/Contingent Resources. This results in a valuation range for the
Risked Technical Asset Value for RIHs 20% Interest in the Reserves/Contingent Resources and its 24% equity
interest in Fram. The resulting valuation range is summarised in Table 16.
Table Table Table Table 1 1 1 1 Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's Technical Asset Value Net to RlH's 20% lnterest 20% lnterest 20% lnterest 20% lnterest and 24% Equity lnterest in Fram and 24% Equity lnterest in Fram and 24% Equity lnterest in Fram and 24% Equity lnterest in Fram ($mm) ($mm) ($mm) ($mm)
Oil Oil Oil Oil Price Scenario Price Scenario Price Scenario Price Scenario
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Reserves & Contingent Resources Category Reserves & Contingent Resources Category Reserves & Contingent Resources Category Reserves & Contingent Resources Category
P PP P90 90 90 90/C /C /C /C90 90 90 90 P PP P50 50 50 50/C /C /C /C50 50 50 50 P PP P10 10 10 10/C /C /C /C10 10 10 10
Low Forward Curve 88 131 182
Base Case Forward Curve & Escalating 89 136 187
High EIA Reference Case 129 191 256
Source: Source: Source: Source: Fox-Davies estimates
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As RIHs Reserves/Contingent Resources are expected to be developed for the expected future excess cash flow
that is generated, Fox-Davies does not believe that it is appropriate to attach any premium or discount to the
Risked Technical Asset Value in arriving at a fair market value under the VALMIN Code.
Fox-Davies has considered the matrix of Risked Technical Asset Value for oil price and Reserves/Contingent
Resources held directly and indirectly by RIH (as provided in Table 16), and associated sensitivity analyses, and we
conclude that the Risked Technical Asset Value preferred valuation is best represented by the base case pricing
scenario and P
50
reserve case (the Best Estimate), while the range is best represented by the P
90
Reserves case at
the lower limit (the Low Estimate), and P
10
at the upper limit (the High Estimate).
Fox-Davies resulting valuation range and Best Estimate that also represents a fair market value of RIHs
Reserves/Contingent Resources (as at a valuation date of the 14 May 2013) are set out in Table 17.
Table Table Table Table 17 17 17 17 Valu Valu Valu Valuation ation ation ation Range & Best Estimate Range & Best Estimate Range & Best Estimate Range & Best Estimate Net to RlH's Net to RlH's Net to RlH's Net to RlH's lnterests lnterests lnterests lnterests ($mm) ($mm) ($mm) ($mm)
Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating Oil Price Scenario: Forward Curve & Escalating
Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm) Risked Technical Asset Value ($mm)
Low Estimate Low Estimate Low Estimate Low Estimate Best Estimate Best Estimate Best Estimate Best Estimate High Estimate High Estimate High Estimate High Estimate
RIH 20% interest and 24% equity interest in Fram 89 136 187
Source: Source: Source: Source: Fox-Davies estimates
RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum or Lime) that has an exploration
portfolio in the Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime
Petroleum is held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia. Fox-
Davies has not valued Prospective Resources in accordance with Practice Note 4C of the SGX-ST listing rules which
states that the disclosure of any oil and gas accumulation should exclude Prospective Resources.
Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion
on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set
out in Limiting Conditions section (page 30). The Risked Technical Asset Values documented in this Valuation
Report are subject to the assumptions, risk factors and limiting conditions contained herein. This Valuation Report
outlines the factors considered, methodology and assumptions employed in formulating a view on the Risked
Technical Asset Value of RIHs Reserves/Contingent Resources.
APPENDIX F INDEPENDENT VALUATION REPORT
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Licence Portfolio
This section provides details of the licences as well as the information used by Fox-Davies in this Valuation Report.
Set out below are reserve/resource details, economic interest, development timing, capital expenditure and
operating cost assumptions presented in a standardised format.
RIHs licence interests are located as follows:
i. United States: Colorado and North Dakota. A valuation was only undertaken using Reserves or Contingent
Resources. The associated Prospective Resources were not included in the Valuation Report as the rules of
the SGX-ST (the Rules) do not allow their inclusion.
ii. Other International: The Middle East and Norway. These exploration assets have large Prospective
Resources assigned to them following seismic and geophysical interpretation and so have significant
valuation potential but were not included in the Valuation Report as the Rules do not allow the inclusion of
Prospective Resources or a valuation thereof.
The gross Reserves/Contingent Resources in the United States are summarised in Table 18.
Table Table Table Table 18 18 18 18 Gross Gross Gross Gross Reserves and Reserves and Reserves and Reserves and Contingent Contingent Contingent Contingent Resources Resources Resources Resources (mm bbl) (mm bbl) (mm bbl) (mm bbl)
Gross (mm bbl) Gross (mm bbl) Gross (mm bbl) Gross (mm bbl) P PP P90 90 90 90/C /C /C /C90 90 90 90 P PP P50 50 50 50/C /C /C /C50 50 50 50 P PP P10 10 10 10/C /C /C /C10 10 10 10
2P Reserves 14.9 20.4 26.5
Contingent Resources 0.2 0.3 0.4
Source: Source: Source: Source: Company and Fox-Davies Data

APPENDIX F INDEPENDENT VALUATION REPORT
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United States Licence Details

In assessing the valuation of the two onshore Concessions in the United States, Fox-Davies has considered the
Companys interest in the Whitewater production unit (Whitewater) in Colorado, and the Williston Basin
production unit (Williston Basin) in North Dakota. Whitewater produces from the Piceance Basin and is located in
Mesa and Delta counties near Grand Junction (Figure 6), while the Williston Basin assets are located in Renville
County near Lake Darling (Figure 7); the key features of the licences are summarised in Table 19 and Table 20.
Figure Figure Figure Figure General Location oI Rex's US Colorado Licences General Location oI Rex's US Colorado Licences General Location oI Rex's US Colorado Licences General Location oI Rex's US Colorado Licences
Source: Source: Source: Source: ESRI, Company and Fox-Davies Data

Figure Figure Figure Figure 7 77 7 General Location oI Rex's General Location oI Rex's General Location oI Rex's General Location oI Rex's North Dakota North Dakota North Dakota North Dakota Licences Licences Licences Licences

Source: Source: Source: Source: ESRI, Company and Fox-Davies Data
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Table Table Table Table 1 1 1 1 Whitewater Licence Summary Whitewater Licence Summary Whitewater Licence Summary Whitewater Licence Summary
Item Item Item Item Value Value Value Value
Licence Name Whitewater Production Unit (Various)
Working Interest 20%
Paying Interest 20%
Area -
Prospects 2P Reserves
Un-risked (Gross):
2P Reserves
Contingent Resources
Prospective Resources
20.4mm boe
-
-
Comments Productive reservoirs are pervasive in the Piceance Basin, and
commercial viability requires access to drilling equipment and drill sites.
Costs (Gross)
Wells
Development well
Exploration & Appraisal well
Development
Capex
Opex

Oil Oil Oil Oil
$1.0mm

$3mm total for infrastructure
$5/bbl
A breakdown of drivers used in the valuation of the US prospects is
provided from page 38 (Appendix).
The fiscal terms are summarised from page 28 (United States Fiscal
Terms)
Source: Source: Source: Source: Company data & Fox-Davies Estimates





Table Table Table Table 20 20 20 20 Williston Basin Williston Basin Williston Basin Williston Basin Licence Summary Licence Summary Licence Summary Licence Summary
Item Item Item Item Value Value Value Value
Licence Name Williston Basin (East Smith)
Working Interest 20%
Paying Interest 20%
Area -
Prospects Contingent Resources
Un-risked (Gross):
2P Reserves
Contingent Resources
Prospective Resources
-
0.3mm bbl
-
Comments The lack of gas infrastructure mitigates the prospect of gas sales. Low
capex costs are a result of the availability infrastructure and the low water
cut and Gas/Oil Ratio (GOR) of the produced oil.
Costs (Gross)
Wells
Development well
Exploration & Appraisal well
Development
Capex
Opex

Oil Oil Oil Oil
$2.0mm
$0.8mm

$0.30/bbl
$3.5/bbl
A breakdown of drivers used in the valuation of the US prospects is
provided from page 38 (Appendix).
The fiscal terms are summarised from page 28 (United States Fiscal
Terms)
Source: Source: Source: Source: Company data & Fox-Davies Estimates
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Prospects & Drilling

The QPR provides a basis for evaluating Frams drilling and petro-physical data in both the Piceance and Williston
Basins. Given the nature of the productive series, access to reserves and production can be enhanced by reducing
the well spacings. Fox-Davies has summarised the QPRs volumetric data in Table 21 (Whitewater Production Unit
Piceance Basin) and Table 22 (Williston Basin).
Table Table Table Table 21 21 21 21 Whitewater Gross Whitewater Gross Whitewater Gross Whitewater Gross Reserves and Reserves and Reserves and Reserves and Contingent Contingent Contingent Contingent Resources Resources Resources Resources Estimates Estimates Estimates Estimates (mm bbl) (mm bbl) (mm bbl) (mm bbl)
Hydrocarbon Hydrocarbon Hydrocarbon Hydrocarbon 2P Reserves 2P Reserves 2P Reserves 2P Reserves Resources Resources Resources Resources
Total Total Total Total
(mm boe) (mm boe) (mm boe) (mm boe)
Oil (mm bbl) 20.4 - 20.4
Gas (bcf) - - -
Total Total Total Total (mm boe) (mm boe) (mm boe) (mm boe) - -- - - -- - 20.4 20.4 20.4 20.4
Source: Source: Source: Source: Fox-Davies Estimates

Table Table Table Table 22 22 22 22 Williston Basin Williston Basin Williston Basin Williston Basin Gross Reserves and Contingent Resources Estimates Gross Reserves and Contingent Resources Estimates Gross Reserves and Contingent Resources Estimates Gross Reserves and Contingent Resources Estimates (mm bbl) (mm bbl) (mm bbl) (mm bbl)
Hydrocarbon Hydrocarbon Hydrocarbon Hydrocarbon 2P Reserves 2P Reserves 2P Reserves 2P Reserves Resources Resources Resources Resources
Volume Volume Volume Volume
(mm boe) (mm boe) (mm boe) (mm boe)
Oil (mm bbl) - 0.3 0.3
Gas (bcf) - - -
Total (mm boe) Total (mm boe) Total (mm boe) Total (mm boe) - -- - 0.3 0.3 0.3 0.3 0.3 0.3 0.3 0.3
Source: Source: Source: Source: Fox-Davies Estimates
Timing of Development
For the purposes of this Valuation Report, Fox-Davies has assumed that Rex US Ventures Limited or Fram does not
prioritise the drilling and development of the assets, nor does Fox-Davies attempt to evaluate the timing
differences that may occur due to rig availability. The timetable for the investment is summarised in Table 23
(Whitewater) and Table 24 (Williston Basin).
Table Table Table Table 23 23 23 23 Whitewater Whitewater Whitewater Whitewater Timing o Timing o Timing o Timing oI Drilling and Development I Drilling and Development I Drilling and Development I Drilling and Development
Prospect Prospect Prospect Prospect
Year Year Year Year
2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020
Comment





















Legend Legend Legend Legend
Development Well
Infrastructure
Source: Source: Source: Source: Company data & Fox-Davies estimates


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Table Table Table Table 24 24 24 24 Williston Basin Williston Basin Williston Basin Williston Basin Timing oI Drilling and Timing oI Drilling and Timing oI Drilling and Timing oI Drilling and Appraisal Appraisal Appraisal Appraisal
Prospect Prospect Prospect Prospect
Year Year Year Year
2013 2013 2013 2013 2014 2014 2014 2014 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020
Comment






Legend Legend Legend Legend
Appraisal Well
Development Well
Infrastructure
Source: Source: Source: Source: Company data & Fox-Davies estimates

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United States Fiscal Terms

Each US state employs broadly the same fiscal system, normally comprising royalty, severance tax, property tax,
state and federal income taxes. A feature of the onshore US petroleum industry is that ownership of natural
resources may rest with individuals, rather than the government.
Thus, private landowners may charge bonuses and royalty for leases on their land and the terms of these
arrangements are normally held confidentially.
In 2009, the federal government announced the removal of accelerated depreciation for intangible drilling costs,
which makes up the majority of capital costs in onshore operations. The industry is contesting the changes and, at
the time of writing, they have not been enacted.
Current fiscal terms
Category Category Category Category Comment Comment Comment Comment
Licence Terms Licence Terms Licence Terms Licence Terms Onshore leases in the US are owned by federal government, state governments
and private landowners
Federal onshore leases are awarded via competitive bidding rounds held by the
state Bureau of Land Management (BLM) every quarter. Federal leases are
awarded for an initial term of five years
Most states have their own lease sales normally held via competitive bidding
rounds. The lease terms and regulations for state leasing vary by state. A cash
bonus bid is required to secure a lease during a state lease auction round. Some
leases are as short as two years, while others require operators to maintain a
certain level of drilling or production in order to hold the lease
In many states, much of the land is leased by private landowners, who rarely hold
formal auctions or publish lease terms
Equity Participation Equity Participation Equity Participation Equity Participation None
Bonuses, Rentals and Fees Signature Bonuses Payable Bonuses, Rentals and Fees Signature Bonuses Payable Bonuses, Rentals and Fees Signature Bonuses Payable Bonuses, Rentals and Fees Signature Bonuses Payable Most federal and state leases are awarded to the highest bonus bidder
Leases issued on federal and state owned leases incur annual area rental fees
and most states also levy drilling permit fees
State Royalty State Royalty State Royalty State Royalty
(Gas included for information only) (Gas included for information only) (Gas included for information only) (Gas included for information only)
State State State State Oil Oil Oil Oil Gas Gas Gas Gas
Colorado 12.5% 12.5%
North Dakota 6.5% $0.1143/mcf
Severance tax Severance tax Severance tax Severance tax
(Gas included for information only) (Gas included for information only) (Gas included for information only) (Gas included for information only)
Most states in the US apply a production or severance tax on the gross value of
oil and gas production (less royalty) on all leases, irrespective of land ownership.
Some states allow deductions for high cost drilling, such as low productivity or
unconventional gas wells
State State State State Oil Oil Oil Oil Gas Gas Gas Gas
Colorado 5.0% 5.0%
North Dakota 5.0% -
Property Tax Property Tax Property Tax Property Tax Most states also levy an ad valorem property tax on the book value of assets (i.e.
tangible capital expenditure less depreciation (calculated on a straight line basis
over the economic life of the asset)
State State State State Property Tax Property Tax Property Tax Property Tax
Colorado 7.6%
North Dakota -
PSC Cost Recovery PSC Cost Recovery PSC Cost Recovery PSC Cost Recovery -
PSC Profit Sharing PSC Profit Sharing PSC Profit Sharing PSC Profit Sharing -
Federal Income Tax Federal Income Tax Federal Income Tax Federal Income Tax Federal Income Tax (FIT) is levied at 35% on gross revenue less royalty, State
taxes, E&A costs, operating costs and depreciation
Development costs are depreciated using the double declining balance method,
switching to straight line as soon as that allowance is greater. Alternatively,
development costs may be depreciated using the unit of production method and
taxpayers may elect to expense drilling and other intangible development costs
In 2009, the government announced the removal of accelerated depreciation of
drilling costs but at the time of writing this had not been enacted
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Category Category Category Category Comment Comment Comment Comment

State Income Tax State Income Tax State Income Tax State Income Tax State Income Tax (SIT) is levied on taxable income for FIT purposes (before state
income tax deductions).
State State State State Income Tax Income Tax Income Tax Income Tax
Colorado 4.6%
North Dakota 5.0%
Ring Fencing Ring Fencing Ring Fencing Ring Fencing Royalty and severance tax are levied at the lease level
Companies consolidate their activities in the state for state income tax and
globally for FIT purposes
Product Pricing Product Pricing Product Pricing Product Pricing Free market pricing
Source: Source: Source: Source: WoodMackenzie, Company and Fox-Davies data



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Limiting Conditions
1. In the preparation of this Valuation Report, Fox-Davies relied on the accuracy, completeness and
reasonableness of the financial information, forecasts, assumptions and other data, provided to us by the
Company/engagement parties and/or its representatives. Fox-Davies did not carry out any work in the
nature of an audit and neither are we required to express an audit or viability opinion. We take no
responsibility for the accuracy of such information. The responsibility for determining the value rests solely
with the Company/engagement parties and this Valuation Report was only used as part of the
Companys/engagement parties analysis in reaching their conclusion of value.
2. It should be noted that the Risked Technical Asset Values of the future net cash flows of a petroleum
property, such as those discussed in this Valuation Report, do not in themselves represent an opinion as to
the market value of a property or interest in it. Furthermore, in assessing a likely market value of RIH on
IPO, it would be necessary to take into account a number of additional factors including:
a. Reserves risk;
b. potential upside, such as in the exploitation of Contingent Resources, or the possibility of
exploiting what are currently Prospective Resources;
c. other benefits accruing to the beneficial interest holders(s) of the asset;
d. any charges levied against the asset;
e. the competitive state of the market at the time of the contemplated transaction; and
f. the relative balance between the selling party and buying party.
3. This Valuation Report only provides the reader with an assessment of the value of the petroleum properties
described herein.
4. Fox-Davies has explained as part of its service engagement procedures that it is the directors
responsibility to ensure proper books of accounts are maintained, and the financial information and
forecasts give a true and fair/reasonable view and have been prepared in accordance with the relevant
standards and companies ordinance.
5. Public information and industry and statistical information have been obtained from sources we deem to
be reputable and for which we have taken reasonable care in the compilation of such information,
however, we make no representation as to the accuracy or completeness of such information, and have
accepted the information without any verification.
6. The Board and management of the Company/engagement parties have reviewed and agreed on the
Valuation Report and confirmed that the basis of oil price assumption and the other major assumptions,
calculations and results are appropriate and reasonable.
7. Fox-Davies shall not be required to give testimony or attendance in court or to any government agency by
reason of this exercise, with reference to the assets described herein unless prior arrangements have been
made and agreed with Fox-Davies or required by law.
8. No opinion is intended to be expressed for matters which require legal or other specialised expertise or
knowledge.
9. The use of the Valuation Report is subject to the terms of engagement letter/proposal and the full
settlement of any fees due.
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10. Our conclusions assume continuation of prudent management policies over whatever period of time that is
considered to be necessary in order to maintain the character and integrity of the assets valued.
11. Fox-Davies assumes that there are no hidden or unexpected conditions associated with the subject matter
under review that might adversely affect the reported review result. Further, Fox-Davies assumes no
responsibility for changes in market conditions after the Valuation Report /Reference Date. Fox-Davies
cannot provide assurance on the achievability of the results forecasted by the Company/engagement
parties because events and circumstances frequently do not occur as expected; difference between actual
and expected results may be material; and achievement of the forecasted results is dependent on actions,
plans and assumptions of management.
12. This Valuation Report has been prepared for the directors of RIH and for inclusion in the Offer Document
prepared by RIH. The Valuation Report should not be otherwise referred to, in whole or in part, or quoted
in any document, circular or statement in any manner, or distributed in whole or in part or copied to any
third party without Fox-Davies prior written consent. Save for statutory or regulatory obligations, Fox-
Davies shall not under any circumstances whatsoever be liable to any third party.
13. This Valuation Report is confidential to the client and the calculation of values expressed herein is valid
only for the purpose stated in the engagement letter/or proposal as of the valuation/reference date. In
accordance with our standard practice, we must state that this Valuation Report and exercise is for the use
only by the party to whom it is addressed and for specific purpose and no responsibility is accepted with
respect to any third party for the whole or any part of its contents. This Valuation Report is provided to the
Directors of RIH in relation to the proposed listing on the Catalist Board of the SGX-ST and prepared for
inclusion in the Offer Document prepared by RIH.
14. Where a distinct and definite representation has been made to us by party/parties interested in the assets
valued, we are entitled to rely on that representation without further investigation into the veracity of the
representation.
15. The Company/engagement parties agrees to indemnify and hold Fox-Davies harmless against and from
any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorneys fees, to
which Fox-Davies may become subjects in connection with this engagement. In the event Fox-Davies is
subject to any liability in connection with this engagement, such liability will be limited to the amount of
fee Fox-Davies received for this engagement.
16. Fox-Davies is not a technical consultant or environmental consultant and takes no responsibility for any
actual or potential environmental liabilities that exist, and their effect on the value of the asset. Fox-Davies
does not conduct or provide environmental assessments and has not performed one for the subject
property.
17. This Valuation Report is premised in part on the historical financial information and future forecasts
provided by the management of the Company/engagement parties. Fox-Davies has assumed the accuracy
and reasonableness of the information provided and relied to a considerable extent on such information in
arriving at a calculation of value. Since projections relate to the future, there will usually be differences
between projections and actual results and in some cases, those variances may be material. Accordingly, to
the extent any of the above mentioned information requires adjustments; the resulting value may differ
significantly.
18. Actual transactions involving the subject assets/business might be concluded at a higher or lower value,
depending upon the circumstances of the transaction and the business, and the knowledge and motivation
of the buyers and sellers at that time and therefore not necessary close to the values calculated in this
Valuation Report.
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19. This Valuation Report and the conclusion of values arrived at herein are for the exclusive use of Fox-Davies
client for the sole and specific purposes as noted herein. Furthermore, the Valuation Report and conclusion
of values are not intended by the authors, and should not be construed by the reader, to be investment
advice and for any investment purpose in any manner whatsoever. The conclusions on value are based on
information provided by the Company/engagement parties and other sources.
20. The conclusions on value contain calculations and forecasts based on data provided by Company, as well
as those contained in the OPK Resources QPR.
21. The conclusions on value are based on accepted valuation procedures and practices that rely substantially
on the use of numerous assumptions and consideration of various factors that are relevant to the
exploration and development assets of the Company. Considerations of various risks and uncertainties that
have a potential impact on the business have also been made.
22. No opinion has been expressed on matters that require legal, accounting, taxation or other specialised
expertise or knowledge. The conclusions on value assume continuation of prudent and competent
management over whatever period of time that is reasonable and necessary to efficiently develop and
operate the assets in order to maximise their economic benefits.


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Risk Factors
Reserves and Resources
The projected production profiles used in this risked asset valuation assume particular development scenarios.
There is a risk that some of the existing resources may not convert to Reserves and that additional resources may
not be found. Prospective resources, the resource category with the lowest confidence level, may not carry as much
oil or gas as presently estimated. Timing to first production could be delayed or production levels could be lower
than those currently forecast or could operate below expectation.
In the event that any of these scenarios develop, the asset value may be diminished.
Future energy prices and the global economy
Forecast revenues depend on future oil and gas prices, and DCF valuation modelling shows the Risked Technical
Asset Value is highly sensitive to oil price fluctuations, both positively and negatively. A major and prolonged fall in
energy prices would substantially reduce the value and could, in the worst case, render the assets uneconomic.
Approvals
Any failure to obtain Governmental approvals will significantly reduce the forecast production levels and hence the
value of the assets.
Commissioning of new processing facilities
The Company plans to undertake development drilling and to commission operating facilities to support
production to allow the processing of oil. Any delay in development drilling or failure to commission the operating
facilities as planned will impact negatively on the value of the assets.
Costs overruns
Actual costs could deviate substantially from those used in the valuation. Exploration and development drilling may
also be higher than expected. Any cost overruns can negatively impact the amount of free cash flow and the asset
value may be diminished.
License tenure
Exploration licenses are fundamental to any oil and gas asset valuation and the value of the Company. Any defects
in the validity or tenure of the licenses may have a significant adverse effect on the value of the assets and of the
Company.
Environmental
As much as the Company is expected to take all necessary measures to minimize its impact on the environment
and the health and safety of its employees, there is a risk that drilling and operational activities could affect health
and safety and have wider environmental considerations and so have a significant adverse effect on the value of
the assets and of the Company.
Social issues
There is a risk local communities might resent the presence of an exploration and development operation in their
neighbourhood due to perceived and actual: pollution, noise, increased traffic and the presence of a work force.
Any complaints and protest by local communities might have an adverse impact on operations and could have an
adverse effect on the value of the assets and of the Company.
Reliance on key executives
The future success of the Company is dependent, to a large extent, upon the continued service of its key
executives and technical personnel. There is intense competition throughout the global energy industry for
experienced managerial and technical personnel. The loss of the services of such personnel without making
immediate and adequate replacements could have a material adverse effect on part or all of the operation.
APPENDIX F INDEPENDENT VALUATION REPORT
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Country and political risk

Although the areas in which the Company operates are generally considered to be stable politically and welcome
foreign investment, there is always a risk that the political situation could change.
Realisation of forecast and future plans
This Valuation Report is premised to a large extent on the financial information, future plans and forecasts provided
by the Company and documented in the Offer Document and OPK Resources QPR. Fox-Davies has assumed the
accuracy of the information provided to it and relied to a considerable extent on such information in arriving at a
risked asset valuation.
Differences between future projections and the actual results can result in significant variances that may be
material. Accordingly, to the extent that any of the above mentioned should require adjustment, the risked
technical asset valuation will change.
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Valuers Biographies
Dr Zac Phillips, Head of O&G Investment Banking
Qualifications: BEng (Chem. Eng.) (Hons.), PhD (Chem. Eng.)
Affiliations: Member Society of Petroleum Engineers (SPE), Member Institute of Chemical Engineers, member
Association of International Petroleum Negotiators, Approved Person Financial Conduct Authority (UK).
Zac has in excess of 17 years experience in Oil and Gas and finance, working for companies such as BP, Chevron,
Merrill Lynch and ING Barings, where he undertook finance or finance related roles. Given his Chemical
Engineering degree and PhD, Zacs career has focused on the economics of investment, and its assessment, on a
range of projects from process change implementation, to operating plants and companies.
Zacs extensive oil and gas financial and technical experience has ably lent itself to the valuation of exploration and
producing oil and gas assets, especially where complex financial structures define companies access to the
economic benefits of ownership. Latterly, Zac was the CFO to Dubai Worlds oil and gas business (DB Petroleum),
with responsibility for risk management, valuation and the authoring of investment proposals. During this time, Zac
valued in excess of 152 transactions with a combined transaction value of in excess of $35bn.
Zac has an Honours Degree in Chemical Engineering from Wales and a PhD in Chemical Engineering from Bath
University. He is a member of the Society of Petroleum Engineers, Institute of Chemical Engineers and the
Association of International Petroleum Negotiators; Zac is also an Approved Person under the Financial Conduct
Authority in the United Kingdom.
Richard Hail, Director O&G Corporate Finance
Qualifications: BSc, BEng (Chem. Eng.) (Hons.), MBA
Affiliations: Member SPE, Approved Person Financial Conduct Authority (UK).
Richard has over 30 years experience working in, and providing advice to, companies in the oil and gas sector.
Richard commenced his professional career as a petroleum engineer with Exxon in Australia prior to pursuing an
investment banking career where he has gained extensive experience in the financial and economic evaluation of
international oil and gas assets.
In his investment banking career, Richard has specialised in the O&G sector and has extensive experience of
financial advisory, M&A advisory, O&G asset acquisition and divestiture, asset valuation and equity capital markets
and IPO transactions.
Richard has an Honours Degree in Chemical Engineering and a Science Degree from The University of Sydney and
an MBA from Macquarie University. He is a member of the Society of Petroleum Engineers and is an Approved
Person under the Financial Conduct Authority in the United Kingdom.

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Professional Declaration
The authors certify, to the best of their knowledge and belief, that:
This Valuation Report was prepared using a valuation methodology consistent with the SPE PRMS guidelines
and also in accordance with the VALMIN Code.
Information has been obtained from sources that are believed to be reliable. All facts that have a bearing on
the risked asset valuation have been considered by the authors and no important facts have been intentionally
disregarded.
The reported analyses, opinions and conclusions are subject to the assumptions as stated in this Valuation
Report and based on the authors personal, unbiased professional analyses, opinions and conclusions.
The reported analyses, opinions, and conclusions are independent and objective.
The authors have no present or prospective interest in the assets that are the subject of this Valuation Report,
and have no personal interest or bias with respect to the parties involved.
The authors compensation is not contingent upon the amount of the value estimate, the attainment of a
stipulated result, the occurrence of a subsequent event, or the reporting of a predetermined value or direction
in value that favours the cause of the client.
The Commissioning Entity/client has provided an indemnity under which Fox-Davies or the authors will be
compensated for any liability resulting from their reliance on information provided by the Commissioning
Entity that is materially inaccurate or incomplete; or relating to any consequential extension of workload
through queries, questions or public hearings arising from the Valuation Report.
This Valuation Report and opinion on value are subject to the Limiting Conditions.





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Authors Declaration
Zac Phillips
I, Zac Philips, hereby certify that:
1. I have more than 17 years experience in the oil and gas and finance industries.
2. By reason of my education, affiliation with a professional association and past relevant work experience, that I
fulfil the requirements to be an Expert.
3. I am responsible for the preparation of all portions of this Valuation Report.
4. I have read the SPE PRMS and the VALMIN Code and the Valuation Report has been prepared in accordance
with them.
5. I am a Member of the SPE and am subject to its code of ethics.
6. I am not aware of any material fact or change with respect to the subject matter of the Valuation Report that is
not reflected herein, that a failure to disclose would make the Valuation Report misleading.
7. I am independent of the Company.


Zac Phillips
Richard Hail
I, Richard Hail, hereby certify that:
1. I have more than 30 years experience in the oil and gas and finance industries.
2. By reason of my education, affiliation with a professional association and past relevant work experience, that I
fulfil the requirements to be an Expert.
3. I am responsible for the preparation of all portions of this Valuation Report.
4. I have read the SPE PRMS and the VALMIN Code and the Valuation Report has been prepared in accordance
with them.
5. I am a member of SPE and am subject to its code of ethics.
6. I am not aware of any material fact or change with respect to the subject matter of the Valuation Report that is
not reflected herein, that a failure to disclose would make the Valuation Report misleading.
7. I am independent of the Company.


Richard A. Hail
APPENDIX F INDEPENDENT VALUATION REPORT
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Appendix
Prospect Evaluation Data
Table Table Table Table 25 25 25 25 Global Valuation Farameters Global Valuation Farameters Global Valuation Farameters Global Valuation Farameters
Discount Rate Basis Discount Rate Basis Discount Rate Basis Discount Rate Basis Value Value Value Value
Execution Risk 0.0%
Business Risk 10.0%
Discount rate Discount rate Discount rate Discount rate 10.0% 10.0% 10.0% 10.0%
Geopolitical Risk Geopolitical Risk Geopolitical Risk Geopolitical Risk - -- - Region Region Region Region Risk Premium Risk Premium Risk Premium Risk Premium
Norway 0.0%
Oman 0.0%
UAE 0.0%
United States 0.0%
Abandonment Abandonment Abandonment Abandonment/ // /Decommissioning Decommissioning Decommissioning Decommissioning
Inflation 3.00%
Abandonments costs 15.0%
Technical to Commercial CoS Technical to Commercial CoS Technical to Commercial CoS Technical to Commercial CoS Value Value Value Value
Technical to Commercial CoS (%) 100.0%

IPO multiple (%) 1.0x

Technical to Commercial CoS (%) 100.0%
Oil & Gas Price Basis Oil & Gas Price Basis Oil & Gas Price Basis Oil & Gas Price Basis Value Value Value Value
Oil & Gas Price Basis
Oil Price ($/bbl) Forward Curve & Escalating
HH Gas Price ($/mcf) Gas not evaluated
Reserves Basis P
50

Asset Types Asset Types Asset Types Asset Types CoS Range CoS Range CoS Range CoS Range
Appraisal 25 55%
Development 55 85%
Production 85 100%
Source: Company and Fox-Davies Data

- Assumed to be 100% for all Reserves. For Contingent Resources in the Williston assets a Technical to Commercial rate of 50% is assumed.






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Whitewater Licence and Prospect Summary

Table Table Table Table 2 2 2 2 Whitewater Whitewater Whitewater Whitewater Licence and Frospect Summary Licence and Frospect Summary Licence and Frospect Summary Licence and Frospect Summary
Description Description Description Description
Asset Type Development
Country Untied States
Licence Colorado
Awarded (year) 2012
Duration (years - ALL PHASES) Secured by Production
Prospect Whitewater Production Unit
Interest 20%
Geopolitical Risk 0.0%
Duration of Pre Duration of Pre Duration of Pre Duration of Pre- -- -Development Phases (Years) Development Phases (Years) Development Phases (Years) Development Phases (Years)
Evaluation 0
Exploration 0
Appraisal 1
Reserves Reserves Reserves Reserves/ // /Resources Resources Resources Resources
Oil
Gross Recoverable Reserves/Resources (mm bbl) 20.4
Net to Company Reserves/Resources (mm bbl) 4.1
Gas
Gross Recoverable Reserves/Resources (bcf) -
Net to Company Reserves/Resources (bcf) -
Total Net to Company (mm boe) Total Net to Company (mm boe) Total Net to Company (mm boe) Total Net to Company (mm boe) 4.1 4.1 4.1 4.1
Oil 100%
Gas -
Royalty Royalty Royalty Royalty - -- - State & Landowner State & Landowner State & Landowner State & Landowner % %% %
Oil 34.3%
Gas 32.5%
Fiscal Fiscal Fiscal Fiscal
State Tax 4.6%
Severance Tax 5.0%
Property Tax 7.6%
Federal Tax 35%
Depreciation Period (Years) 14
Source: Source: Source: Source: Company data & Fox-Davies estimates



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Table Table Table Table 27 27 27 27 Whitewater Whitewater Whitewater Whitewater Oil Data Oil Data Oil Data Oil Data
Fiscal Fiscal Fiscal Fiscal
Oil price Discount ($/bbl) 10.0
Production Essentials Production Essentials Production Essentials Production Essentials
Development (Years) -
Ramp up (Years) 3
Plateau (Years) 1
Decline (Years) 5
Implied Net Peak Production (mm bpy) 0.82
Implied Net Peak Daily Production (m bpd) 2.24
Operational Operational Operational Operational
Lifting & Opex ($/bbl) 5.0
Total ($mm) 20
Fixed Opex (%) 10%
Fixed Opex ($mm) 2.0
Year Year Year Year Phase Phase Phase Phase
2012 Evaluation
2012 Exploration
2012 Appraisal
2013 Development
2013 Ramp-up
2016 Plateau
2017 Decline
2022 Decommissioning
2023 End of Term
Source: Source: Source: Source: Company data & Fox-Davies estimates








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Table Table Table Table 28 28 28 28 Whitewater Whitewater Whitewater Whitewater Development & lnIrastructure Development & lnIrastructure Development & lnIrastructure Development & lnIrastructure
Well costs Well costs Well costs Well costs ($mm) ($mm) ($mm) ($mm)
Drill & Complete 1.0
Investment Year Investment Year Investment Year Investment Year Wells Wells Wells Wells
2013 26
2014 35
2015 9
2016 -
2017 -
2018 -
Investment Year Investment Year Investment Year Investment Year Infrastructure ($mm) Infrastructure ($mm) Infrastructure ($mm) Infrastructure ($mm)
2013 1.0
2014 1.0
2015 1.0
2016 -
2017 -
2018 -
Source: Source: Source: Source: Company data & Fox-Davies estimates













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Williston Basin Summary

Table Table Table Table 2 2 2 2 Williston Basin Williston Basin Williston Basin Williston Basin Licence Summary Licence Summary Licence Summary Licence Summary
Description Description Description Description
Asset Type Development
Country United States
Licence North Dakota
Awarded (year) 2012
Duration (years - ALL PHASES) Secured by Production
Prospect Williston Basin Production Unit
Interest 20.0%
Geopolitical Risk 0.0%
Duration of Pre Duration of Pre Duration of Pre Duration of Pre- -- -Development Phases (Years) Development Phases (Years) Development Phases (Years) Development Phases (Years)
Evaluation -
Exploration -
Appraisal 3
Reserves Reserves Reserves Reserves/ // /Resources Resources Resources Resources
Oil
Gross Recoverable Reserves/Resources (mm bbl) 0.3
Net to Company Reserves/Resources (mm bbl) 0.1
Gas
Gross Recoverable Reserves/Resources (bcf) -
Net to Company Reserves/Resources (bcf) -
Total Net to Company (mm boe) Total Net to Company (mm boe) Total Net to Company (mm boe) Total Net to Company (mm boe) 0. 0. 0. 0.1 11 1
Oil 100%
Gas -
Royalty Royalty Royalty Royalty - -- - State & Landowner State & Landowner State & Landowner State & Landowner % %% %
Oil 26.5%
Gas 20.0%
Fiscal Fiscal Fiscal Fiscal
State Tax 5.0%
Property Tax 0.0%
Federal Tax 35%
Depreciation Period (Years) 13
Source: Source: Source: Source: Company data & Fox-Davies estimates



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Table Table Table Table 30 30 30 30 Williston Basin Williston Basin Williston Basin Williston Basin Oil Data Oil Data Oil Data Oil Data
Fiscal Fiscal Fiscal Fiscal
Oil price Discount ($/bbl) 10.0
Severance Tax 11.5%
Production Essentials Production Essentials Production Essentials Production Essentials
Development (Years) -
Ramp up (Years) 1
Plateau (Years) 1
Decline (Years) 3
Implied Net Peak Production (mm bpy) 0.10
Implied Net Peak Daily Production (m bpd) 0.27
Operational Operational Operational Operational
Lifting & Opex ($/bbl) 3.5
Total ($mm) 2
Fixed Opex (%) 10%
Fixed Opex ($mm) 0.2
Year Year Year Year Phase Phase Phase Phase
2012 Evaluation
2012 Exploration
2012 Appraisal
2014 Development
2014 Ramp-up
2015 Plateau
2016 Decline
2018 Decommissioning
2019 End of Term
Source: Source: Source: Source: Company data & Fox-Davies estimates

Table Table Table Table 31 31 31 31 Williston Basin Williston Basin Williston Basin Williston Basin Development and Appraisal Summary Development and Appraisal Summary Development and Appraisal Summary Development and Appraisal Summary
Appraisal Appraisal Appraisal Appraisal Well costs Well costs Well costs Well costs ($mm) ($mm) ($mm) ($mm)
Drill & Complete 0.8
Investment Year Investment Year Investment Year Investment Year Appraisal Appraisal Appraisal Appraisal Wells Wells Wells Wells
2013 4
2014 5
2015 1
Investment Year Investment Year Investment Year Investment Year Infrastructure ($mm) Infrastructure ($mm) Infrastructure ($mm) Infrastructure ($mm)
2014 0.6
2015 -
2016 -
Source: Source: Source: Source: Company data & Fox-Davies estimates

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Index of Tables and Figures

Tables
Table Table Table Table Title Title Title Title Page Page Page Page
Table 1 Risked Technical Asset Value Net to RIHs 20% Interest ($mm) 1
Table 2 RIHs Implied Overall Valuation 20% Interest and 24% Equity Interest in Fram ($mm) 1
Table 3 Technical Asset Value Net to RIHs 20% Interest ($mm) 2
Table 4 Valuation Range & Best Estimate Net to RIHs Interest ($mm) 2
Table 5 Risked Technical Asset Value for 100% ($mm) 14
Table 6 Risked Technical Asset Value - Net to RIHs 20% Interest ($mm) 15
Table 7 Risked Technical Asset Value - Net to RIHs 20% Interests ($mm) 15
Table 8 Risked Technical Asset Value - Net to RIHs 20% Interests ($mm) 16
Table 9 CEC and WACC of Listed E&P Peer Group 18
Table 10 Oil Price and Discount Rate Sensitivity: Risked Technical Asset Value Net to RIHs 20% Interest ($mm) 19
Table 11 Reserve Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) 19
Table 12 Operating Cost and Capital Cost Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) 20
Table 13 Inflation Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) 20
Table 14 Risked Technical Asset Value Net to RIHs 20% Interest ($mm) 21
Table 15 RIHs Implied Overall Valuation 20% Interest and 24% Equity Interest in Fram ($mm) 21
Table 16 Technical Asset Value Net to RIHs 20% Interest and 24% Equity Interest in Fram ($mm) 21
Table 17 Valuation Range & Best Estimate Net to RIHs Interests ($mm) 22
Table 18 Gross Reserves and Contingent Resources (mm bbl) 23
Table 19 Whitewater Licence Summary 25
Table 20 Williston Basin Licence Summary 25
Table 21 Whitewater Gross Reserves and Contingent Resources Estimates (mm bbl) 26
Table 22 Williston Basin Gross Reserves and Contingent Resources Estimates (mm bbl) 26
Table 23 Whitewater Timing of Drilling and Development 26
Table 24 Williston Basin Timing of Drilling and Appraisal 27
Table 25 Global Valuation Parameters 38
Table 26 Whitewater Licence and Prospect Summary 39
Table 27 Whitewater Oil Data 40
Table 28 Whitewater Development & Infrastructure 41
Table 29 Williston Basin Licence Summary 42
Table 30 Williston Basin Oil Data 43
Table 31 Williston Basin Development and Appraisal Summary 43
Table 32 Resources Classification Terms 48


Figures
Figure Figure Figure Figure Title Title Title Title Page Page Page Page
Figure 1 RIH Corporate Structure 7
Figure 2 Oil Prices Used in Technical Asset Valuation 12
Figure 3 Generalised Profile 13
Figure 4 Breakdown of Risked Technical Asset Value for 100% 14
Figure 5 Breakdown of Risked Technical Asset Value Net to RIHs 20% Interest 15
Figure 6 General Location of Rexs US Colorado Licences 24
Figure 7 General Location of Rexs North Dakota Licences 24
Figure 8 Resources Classification Framework 47

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Glossary
Term Term Term Term Description Description Description Description
1C 1C 1C 1C Denotes low estimate scenario of Contingent Resources
1P 1P 1P 1P Proven oil
1P 1P 1P 1P Proved Reserves
2C 2C 2C 2C Denotes best estimate scenario of Contingent Resources
2D 2D 2D 2D A group of seismic lines acquired individually, as opposed to the multiple closely spaced lines acquired together that
constitute 3D seismic data
2P 2P 2P 2P Proven oil + Probable oil
2P 2P 2P 2P Sum of Proved plus Probable Reserves
3C 3C 3C 3C Denotes high estimate scenario of Contingent Resources
3D 3D 3D 3D A set of numerous closely-spaced seismic lines that provide a high spatially sampled measure of subsurface reflectivity.
Typical receiver line spacing can range from 300m (1,000ft) to over 600m (2,000ft), and typical distances between
shotpoints and receiver groups are 25m (82ft) (offshore and internationally) and 110ft or 220ft (34 to 67m) (onshore US,
using values that are even factors of the 5,280feet in a mile)
3P 3P 3P 3P Proven oil + Probable oil + Possible oil
3P 3P 3P 3P Sum of Proved plus Probable plus Possible Reserves
API gravity API gravity API gravity API gravity An arbitrary scale expressing the density of liquid (gravity) petroleum products devised jointly by the American Petroleum
Institute and the National Bureau of Standards. Oil with the least specific gravity has the highest API gravity. The
measuring scale is calibrated in terms of degrees API. API gravity is the industry standard for expressing the specific
gravity (SG) of crude oils. A high API gravity means lower specific gravity and lighter oils
Basin Basin Basin Basin A depression in the Earth's surface, containing the youngest section of rock in its lowest, central part
bbl bbl bbl bbl Barrel
bcf bcf bcf bcf Billion cubic feet
bcfpd bcfpd bcfpd bcfpd Billion cubic feet per day
bn bn bn bn billion (1x10
9
)
boe boe boe boe Barrels of oil equivalent
boed boed boed boed Barrels of oil equivalent per day
bopd bopd bopd bopd Barrels oil per day
bopy bopy bopy bopy Barrels oil per year
Btu Btu Btu Btu British thermal unit
Capex Capex Capex Capex Capital Expenditure
CoS CoS CoS CoS
C CC C
Commercial Chance of Success
CoS CoS CoS CoS
G GG G
Geological Chance of Success
CoS CoS CoS CoS
T TT T
Total Chance of Success
DCF DCF DCF DCF Discounted Cash Flow
Discount Rate Discount Rate Discount Rate Discount Rate The rate used in financial calculations to determine NPV
E&P E&P E&P E&P Exploration & Production
EMV EMV EMV EMV Expected Monetary Value
EUR EUR EUR EUR Estimated Ultimate Recovery is a term which may be applied to an individual accumulation of any status/maturity
(discovered or undiscovered). Estimated Ultimate Recovery is defined as those quantities of petroleum which are
estimated, on a given date, to be potentially recoverable from an accumulation, plus those quantities already produced
Farm Farm Farm Farm- -- -in in in in The process of buying in to a licence block held by another licensee by paying a proportion of the costs, normally in
excess to the interest that is finally earned, e.g., earning a 15% interest on a 2:1 basis means that 30% is paid
ft ft ft ft
3 3 3 3
Cubic feet
G&G G&G G&G G&G Geology & Geophysics
GOR GOR GOR GOR Gas/oil ratio (mcf/bbl)
m mm m thousand (1x10
3
)
m bbl m bbl m bbl m bbl Thousand barrels
m mm m
3 3 3 3
Cubic meter
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Term Term Term Term Description Description Description Description

mcf mcf mcf mcf Thousand cubic feet
mm mm mm mm Million (1x10
6
)
mm bbl mm bbl mm bbl mm bbl Million barrels
mm boe mm boe mm boe mm boe Million barrels of oil equivalent
mm scfpd mm scfpd mm scfpd mm scfpd Million standard cubic feet of gas per day
NAV NAV NAV NAV Net Asset Value
NPV NPV NPV NPV Net Present Value
NPV NPV NPV NPV
(10) (10) (10) (10)
Net present value discounted at 10%
OOIP OOIP OOIP OOIP Original Oil In Place
Opex Opex Opex Opex Operating Expenditure
P&A P&A P&A P&A Plugged & Abandoned
P1 P1 P1 P1
Proven oil Proven oil Proven oil Proven oil
Proved Reserves are those quantities of petroleum which, by analysis of geological and engineering data, can be
estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs
and under current economic conditions, operating methods, and government regulations. Proved Reserves can be
categorised as developed or undeveloped. 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% probability that the quantities actually recovered will equal or exceed the estimate.
P PP P
10 10 10 10
The quantity that has at least 10% probability of being exceeded
P2 P2 P2 P2
Probable oil Probable oil Probable oil Probable oil
Probable Reserves are those unproved Reserves which analysis of geological and engineering data suggests are more
likely than not to be recoverable. In this context, when probabilistic methods are used, there should be at least a 50%
probability that the quantities actually recovered will equal or exceed the sum of estimated proved plus probable
Reserves.
P3 P3 P3 P3
Possible oil Possible oil Possible oil Possible oil
Possible Reserves are those unproved Reserves which analysis of geological and engineering data suggests are less likely
to be recoverable than probable Reserves. In this context, when probabilistic methods are used, there should be at least
a 10% probability that the quantities actually recovered will equal or exceed the sum of estimated proved plus probable
plus possible Reserves.
P PP P
50 50 50 50
The quantity that has at least 50% probability of being exceeded
P PP P
90 90 90 90
The quantity that has at least 90% probability of being exceeded
PSC PSC PSC PSC Production Sharing Contract
Recovery Recovery Recovery Recovery The fraction of hydrocarbons that can or has been produced from a well, reservoir or field; also, the fluid that has been
produced
Reservoir Reservoir Reservoir Reservoir A subsurface body of rock having sufficient porosity and permeability to store and transmit fluids. Sedimentary rocks are
the most common reservoir rocks because they have more porosity than most igneous and metamorphic rocks and form
under temperature conditions at which hydrocarbons can be preserved. A reservoir is a critical component of a complete
petroleum system
Risk Risk Risk Risk The probability of loss or failure. As risk is generally associated with the negative outcome, the term chance is
preferred for general usage to describe the probability of a discrete event occurring
Royalty Royalty Royalty Royalty Royalty refers to payments that may be due to the host government, mineral owner, or landowner, in return for the
producer having access to the petroleum. Many agreements allow for the producer to lift the royalty volumes, sell them
on behalf of the royalty owner, and pay the proceeds to the owner. A few agreements provide for the royalty to be taken
only in kind by the royalty owner
scfpd scfpd scfpd scfpd Standard cubic feet per day (at 60F and 14.7psia)
Section Section Section Section A unit of measurement in US land allocation. Equal to 1 square mile, or 640 acres
Seismic Seismic Seismic Seismic Pertaining to waves of elastic energy, such as that transmitted by P-waves and S-waves, in the frequency range of
approximately 1 to 100 Hz. Seismic energy is studied by scientists to interpret the composition, fluid content, extent and
geometry of rocks in the subsurface
STOIIP STOIIP STOIIP STOIIP Stock tank oil initially in place
Taxes Taxes Taxes Taxes Enforced contributions to the public funds, levied on persons, property, or income by governmental authority
tcf tcf tcf tcf Trillion cubic ft (1x10
12
ft
3
)
WACC WACC WACC WACC Weighted Average Cost of Capital
Working interest Working interest Working interest Working interest A companys equity interest in a project before reduction for royalties or production share owed to others under the
applicable fiscal terms
Source: Source: Source: Source: Fox-Davies Capital
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SPE Petroleum Resources Classification Framework
These definitions and guidelines are extracted from SPE PRMS, approved March 2007. The full text of the SPE
PRMS Definitions and Guidelines can be viewed at:
www.spe.org/industry/docs/Petroleum_Resources_Management_System_2007.pdf
Petroleum is defined as a naturally occurring mixture consisting of hydrocarbons in the gaseous, liquid, or solid
phase. Petroleum may also contain non-hydrocarbons, common examples of which are carbon dioxide, nitrogen,
hydrogen sulphide and sulphur. In rare cases, non-hydrocarbon content could be greater than 50%.
The term resources as used herein is intended to encompass all quantities of petroleum naturally occurring on or
within the Earths crust, discovered and undiscovered (recoverable and unrecoverable), plus those quantities
already produced. Further, it includes all types of petroleum whether currently considered conventional or
unconventional. Figure 8 is a graphical representation of the SPE/WPC/AAPG/SPEE resources classification
system. The system defines the major recoverable resources classes: Production, Reserves, Contingent Resources,
and Prospective Resources, as well as Unrecoverable petroleum.
Figure Figure Figure Figure 8 88 8 Resources ClassiIication Framework Resources ClassiIication Framework Resources ClassiIication Framework Resources ClassiIication Framework
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Proved Proved Proved Proved Probable Probable Probable Probable Possible Possible Possible Possible
S
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1C 2C 3C
Unrecovera Unrecovera Unrecovera Unrecoverable
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Low Estimate Low Estimate Low Estimate Low Estimate Best Estimate Best Estimate Best Estimate Best Estimate High Estimate High Estimate High Estimate High Estimate

Range of Uncertainty Range of Uncertainty Range of Uncertainty Range of Uncertainty

Source: Source: Source: Source: SPE & Fox-Davies
The Range of Uncertainty reflects a range of estimated quantities potentially recoverable from an accumulation
by a project, while the vertical axis represents the Chance of Commerciality, that is, the chance that the project
that will be developed and reach commercial producing status. Table 32 summarises the definitions that apply to
the major subdivisions within the resources classification (Figure 8).
APPENDIX F INDEPENDENT VALUATION REPORT
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Estimated Ultimate Recovery (EUR) is not a resources category, but a term that may be applied to any
accumulation or group of accumulations (discovered or undiscovered) to define those quantities of petroleum
estimated, as of a given date, to be potentially recoverable under defined technical and commercial conditions
plus those quantities already produced (total of recoverable resources).
In specialised areas, such as basin potential studies, alternative terminology has been used; the total resources may
be referred to as Total Resource Base or Hydrocarbon Endowment. Total recoverable or EUR may be termed Basin
Potential. The sum of Reserves, Contingent Resources, and Prospective Resources may be referred to as
remaining recoverable resources. When such terms are used, it is important that each classification component
of the summation also be provided. Moreover, these quantities should not be aggregated without due
consideration of the varying degrees of technical and commercial risk involved with their classification.
Table Table Table Table 32 32 32 32 Resources ClassiIication Terms Resources ClassiIication Terms Resources ClassiIication Terms Resources ClassiIication Terms
Term Term Term Term Description Description Description Description
Total Petroleum Total Petroleum Total Petroleum Total Petroleum
Initially Initially Initially Initially- -- -in in in in- -- -Place: Place: Place: Place:
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 Discovered Petroleum Discovered Petroleum Discovered Petroleum
Initially Initially Initially Initially- -- -in in in in- -- -Place: Place: Place: Place:
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 (see Production Measurement, section 3.2).
Multiple development projects may be applied to each known accumulation, and each project will recover an
estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial and
Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and Contingent
Resources respectively, as defined below.
Reserves: Reserves: Reserves: 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 categorised 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.
Contingent Resources: Contingent Resources: Contingent Resources: Contingent Resources: 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 categorised in accordance with the level of certainty associated with the
estimates and may be sub-classified based on project maturity and/or characterized by their economic status.
Undiscovered Petroleum Undiscovered Petroleum Undiscovered Petroleum Undiscovered Petroleum
Initially Initially Initially Initially- -- -in in in in- -- -Place: Place: Place: Place:
That quantity of petroleum estimated, as of a given date, to be contained within accumulations yet to be
discovered.
Prospective Resources: Prospective Resources: Prospective Resources: Prospective Resources: 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: Unrecoverable: Unrecoverable: Unrecoverable: That portion of Discovered or Undiscovered Petroleum Initially-in-Place 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.
Source: Source: Source: Source: SPE & Fox-Davies
Range of Uncertainty
The range of uncertainty of the recoverable and/or potentially recoverable volumes may be represented by either
deterministic scenarios or by a probability distribution. When the range of uncertainty is represented by a
probability distribution, a low, best, and high estimate shall be provided such that:
APPENDIX F INDEPENDENT VALUATION REPORT
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Fox-Davies Capital 49

There should be at least a 90% probability (P

90
) that the quantities actually recovered will equal or exceed the
low estimate.
There should be at least a 50% probability (P
50
) that the quantities actually recovered will equal or exceed the
best estimate.
There should be at least a 10% probability (P
10
) that the quantities actually recovered will equal or exceed the
high estimate.





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This page has been intentionally left blank.
This report has been prepared solely for inclusion in the Offer Document of the Company in
connection with the initial public offering of the Shares of the Company on the Catalist Board of
the Singapore Exchange Securities Trading Limited.
Rex International Holding Limited
80 Robinson Road #02-00
Singapore 068898
Attention: The Independent Non-Executive Directors
LETTER FROM ASIASONS WFG CAPITAL PTE. LTD. TO THE INDEPENDENT NON-
EXECUTIVE DIRECTORS OF THE COMPANY IN RESPECT OF:
(A) THE LICENCE AGREEMENT DATED 4 APRIL 2013 ENTERED INTO BY THE COMPANY;
(B) THE LICENCE AGREEMENT DATED 21 MARCH 2013 ENTERED INTO BY LIME
PETROLEUM NORWAY AS;
(C) THE LICENCE AGREEMENT DATED 21 MARCH 2013 ENTERED INTO BY HIREX
PETROLEUM SDN BHD; AND
(D) THE LICENCE AGREEMENT DATED 24 OCTOBER 2011 ENTERED INTO BY LIME
PETROLEUM PLC,
WITH REX TECHNOLOGY MANAGEMENT LTD AS INTERESTED PERSON TRANSACTIONS
COLLECTIVELY REFERRED HEREIN AS THE IP LICENCE AGREEMENTS
For the purpose of this letter, capitalised terms not otherwise defined shall have the meanings
given to them in the Companys offer document dated [] 2013 (the Offer Document).
1. INTRODUCTION
Asiasons WFG Capital Pte Ltd has been engaged to act as the Independent Financial
Adviser (the IFA) and issue a letter (the IFA Letter) to the Independent Non-Executive
Directors of Rex International Holding Limited (the Company), stating whether the
intellectual property licence agreements entered into separately between Rex Technology
Management Ltd (the Licensor) and (i) the Company; (ii) HiRex Petroleum Sdn Bhd.
(HiRex) (a jointly-controlled entity of the Group); (iii) Lime Petroleum Plc (a 65%-owned
subsidiary of the Group); and (iv) Lime Petroleum Norway AS (Lime Petroleum Norway)
(a 65%-owned subsidiary of the Group) respectively (collectively, the IP Licence
Agreements), have been entered into on normal commercial terms and are not prejudicial
to the interests of the Company and its minority shareholders.
2. TERMS OF REFERENCE
We are and were not involved in any aspect of the negotiations pertaining to the IP Licence
Agreements, nor were we involved in the deliberations leading to the entering of the IP
Licence Agreements. We do not, by this IFA Letter, make any representation or warranty in
relation to the merits of the IP Licence Agreements.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-1
Our terms of reference do not require us to evaluate or comment on the rationale for, legal,
strategic or commercial merits and/or risks of the IP Licence Agreements. We have not relied
on any financial models, projections or forecasts in our review nor did we have access to the
Groups financial projections and forecasts. We are not required to express and we do not
express any view herein on the growth prospects, financial position and earnings or savings
potential of the Company or the Group arising from the IP Licence Agreements. Such
evaluation shall remain the sole responsibility of the Directors, although we may draw upon
their views (to the extent deemed necessary or appropriate by us) in arriving at our opinion
as set out in this IFA Letter.
We are not required nor authorised to solicit, and we have not solicited, any other proposals
for transactions similar to or in lieu of the IP Licence Agreements and therefore are not able
to, and will not compare the IP Licence Agreements to any other proposal.
We are also not addressing the relative merits of the IP Licence Agreements as compared to
any alternative transaction previously considered by the Company (if any) or that may
otherwise be available to the Group in future. We have also not conducted any review of the
business, operations or financial condition of the Company and the Group.
In the course of our evaluation, we have held discussions with certain Directors and
management of the Company (collectively referred hereinafter as the Management) and
have examined publicly available information as well as information provided and
representations made to us by the aforesaid parties, including information contained in the
section entitled Interested Person Transactions Present and On-going Interested Person
Transactions of the Offer Document. We are not experts on the Groups industry, and have
relied on discussions with the Management for our understanding of the Groups industry,
business and the IP Licence Agreements. We have not independently verified such
information, whether written or verbal, and accordingly cannot and do not warrant, and do not
accept any responsibility for the accuracy, completeness or adequacy of such information,
representation and assurance. Nonetheless, we have made reasonable enquiries and used
our judgement in assessing such information and have found no reason to doubt the
accuracy and reliability of such information.
We have relied upon the assurance of the Directors that the Directors collectively and
individually accept full responsibility for the accuracy of the information given in the Offer
Document and confirm after making all reasonable enquiries, that to the best of their
knowledge and belief, the Offer Document contains full and true disclosure of all material
facts about the IP Licence Agreements, the Company and the Group as at the date of the
Offer Document. The Directors are not aware of any facts the omission of which would make
any statement in the Offer Document misleading. Where information in the Offer Document
has been extracted from published or otherwise publicly available sources or the IFA Letter,
the sole responsibility of the Directors has been to ensure that such information has been
accurately and correctly extracted from those sources and/or reproduced in the Offer
Document in its proper form and context.
In relation to this IFA Letter, the Directors have confirmed that the facts stated, with respect
to the Group and the IP Licence Agreements, are to the best of their knowledge and belief,
fair and accurate in all material aspects. Accordingly, no representation or warranty, express
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-2
or implied, is made and no responsibility is accepted by us concerning the accuracy,
completeness or adequacy of all such information, provided or otherwise made available to
us or relied on by us as described above.
We have not been furnished with any independent valuation report in connection with the
intellectual property rights which are the subject of the IP Licence Agreements. In addition,
we are not required and have not made any assessment, evaluation or appraisal of the
intellectual property rights. As such, we will be relying on the disclosures and representations
made by the Company in the relevant sections of the Offer Document and this IFA Letter.
Our view is based upon economic, industry, market, monetary, regulatory and other relevant
conditions subsisting and the information provided to us as at the Latest Practicable Date.
We assume no responsibility to update, revise or reaffirm our opinion in light of any
subsequent development after the Latest Practicable Date that may affect our opinion
contained herein.
No information in this IFA Letter should be considered as being business, legal or tax
advice regarding an investment in the Shares. Each prospective investor should
consult his own professional or other advisers for business, legal or tax advice
regarding an investment in the Shares.
The Company has been separately advised by its own advisers in the preparation of
the Offer Document (other than this IFA Letter). We have no role or involvement and
have not provided any advice, financial or otherwise, whatsoever in the preparation,
review and verification of the Offer Document (other than this IFA Letter). Accordingly,
we take no responsibility for and express no views, express or implied, on the
contents of the Offer Document (other than this IFA Letter).
This IFA Letter is prepared for the reference by the Independent Non-Executive Directors of
the Company. Whilst a copy of this IFA Letter may be reproduced in the Offer Document,
neither the Company nor the Directors may reproduce, disseminate or quote this IFA Letter
(or any part thereof) for any other purposes at any time and in any manner without our prior
written consent. Our opinion in relation to the IP Licence Agreements should be considered
in the context of the entirety of this IFA Letter and the Offer Document.
3. THE IP LICENCE AGREEMENTS
3.1 Background of the IP Licence Agreements
The Group is principally involved in the business of oil and gas exploration and production
with participation rights in the USA, concessions rights in the Middle East and licence rights
in Norway.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-3
In the course of exploration, the Group engages third parties to collate primary seismic data
and then interpret such data with seismic data interpretation software.
Since 2011, the Group applies Rex Technologies (a set of proprietary and innovative
exploration technologies developed by the founders of Rex Partners, which own 100% of the
Licensor) to interpret the seismic data. Rex Technologies comprise Rex Gravity, Rex
Seepage and Rex Virtual Drilling, which are owned by the Licensor.
The access to Rex Technologies is set out as a competitive strength of the Group in the
section entitled Competitive Strengths of the Offer Document. We extract the competitive
strength in italic as follows:
Our Group has been successful in procuring concessions in the Middle East, Norway and
participating interests in the USA mainly because of the use of Rex Technologies. The use
of Rex Technologies mitigates exploration risks by increasing the probability of discovery,
thereby enabling exploration to be completed in a shorter time frame and reducing costs
involved in the exploration process.
3.2 Summary of the IP Licence Agreements
The key financial terms of the IP Licence Agreements can be found in the section entitled
Interested Person Transactions Present and On-going Interested Person Transactions of
the Offer Document.
(a) The table below summarises the key terms of the intellectual property licence
agreements entered into between the Licensor and (i) the Company, (ii) HiRex and (iii)
Lime Petroleum Norway (please also read section entitled IP Licence Agreements
between Rex Technology Management and our Group of the Offer Document):
The Company HiRex
Lime Petroleum
Norway
Equity interest in the
company held by the
Group
Not applicable 48.2% 65%
Date of agreement 4 April 2013 21 March 2013 21 March 2013
Tenure of agreement Five years and thereafter
renewable automatically
annually unless terminated
with six months notice
Five plus three years
and thereafter
renewable automatically
annually unless
terminated with six
months notice
Three years and
thereafter renewable
automatically
annually unless
terminated with six
months notice
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-4
The Company HiRex
Lime Petroleum
Norway
Territories Any territory in the world
save for Morocco,
Mauritania, Senegal, Cape
Verde, Guinea Bissau,
Gambian, Sierra Leone,
Liberia, Guinea, Ivory
Coast, Ghana, Togo,
Benin, Nigeria, Cameroun,
Equatorial Guinea, Gabon,
Congo-Brazzaville,
Kingdom of Saudi Arabia
and offshore areas
associated with these
countries
Brunei, Myanmar,
Malaysia, Indonesia,
Thailand, Vietnam,
Cambodia, the
Philippines, Australia,
New Zealand and
Papua New Guinea and
offshore areas
associated with these
countries
Norwegian
Continental Shelf
First licence period Date of agreement to
31 December 2013
12 months from the
date of agreement
Date of agreement
to 31 December
2013
Subsequent licence
period
Every 12 months from
1 January 2014
Every 12 months from
21 March 2014
Every six months
from 1 January 2014
Licence fees for Rex
Virtual Drilling (first
licence period)
US$312,500 Aggregate licence fees
of US$1.25 million
US$625,000
Licence fees for Rex
Virtual Drilling
(subsequent licence
period)
US$625,000 Aggregate licence fees
of US$2.5 million
US$625,000
Rex Technologies Rex Virtual Drilling
Rex Gravity
Rex Seepage
Rex Virtual Drilling
Rex Gravity
Rex Seepage
Rex Virtual Drilling
Rex Gravity
Rex Seepage
Analysis coverage
(first licence period)
Up to 10 analyses using
Rex Virtual Drilling (subject
to not more than three
analysis each month)
Up to 20 analyses
using Rex Virtual
Drilling (subject to not
more than three
analysis each month)
Up to five analyses
using Rex Virtual
Drilling (subject to
not more than two
analysis each
month)
Analysis coverage
(subsequent licence
period)
Up to 20 analyses using
Rex Virtual Drilling (subject
to not more than three
analysis each month)
Up to 40 analyses
using Rex Virtual
Drilling (subject to not
more than six analysis
each month)
Up to five analyses
using Rex Virtual
Drilling (subject to
not more than two
analysis each
month)
Rex Virtual Drilling
3D coverage
(first licence period)
Up to 5,000 sq km (subject
to not more than 500 sq
km for each analysis)
Up to 5,000 sq km
(subject to not more
than 500 sq km for
each analysis)
Up to 2,500 sq km
(subject to not more
than 500 sq km for
each analysis)
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-5
The Company HiRex
Lime Petroleum
Norway
Rex Virtual Drilling
3D coverage
(subsequent licence
period)
Up to 10,000 sq km
(subject to not more than
500 sq km for each
analysis)
Up to 10,000 sq km
(subject to not more
than 500 sq km for
each analysis)
Up to 2,500 sq km
(subject to not more
than 500 sq km for
each analysis)
Rex Virtual Drilling
2D coverage
Each analysis can have up
to 25 2D lines where each
line has up to 3,000 shot
points
Each analysis can have
up to 25 2D lines where
each line has up to
3,000 shot points
Each analysis can
have up to 25 2D
lines where each line
has up to 3,000 shot
points
Rex Gravity and
Rex Seepage
The application of Rex
Gravity and Rex Seepage
analysis will be charged
separately on a case by
case basis as and when
they are utilised at US$75
per sq km
The application of Rex
Gravity and Rex
Seepage analysis will
be charged separately
on a case by case
basis
The application of
Rex Gravity and Rex
Seepage analysis
will be charged
separately on a case
by case basis
Adjustments to
licence fees
Fees to increase on an
annual basis after the
second annual licence
period by a rate equivalent
to the official reported
British Virgin Islands
inflation rate for the
previous year + 3%
Fees to increase on an
annual basis after the
second annual licence
period by a rate
equivalent to the official
reported British Virgin
Islands inflation rate for
the previous year + 3%,
subject to maximum
increase of 7.00% per
annum
Fees to increase on
an annual basis from
the fourth licence
period by a rate
equivalent to the
official reported
British Virgin Islands
inflation rate for the
previous year + 3%
Additional analysis Fee for each additional
analysis is US$125,000.
The Company have the
right to request for up to
10 additional analyses
during each licence period
with three months advance
notice.
Not applicable Fee for each
additional analysis is
US$125,000. Lime
Petroleum Norway
has the right to
request for up to five
additional analyses
for each licence
period with one
month advance
notice prior to the
beginning of the
licence period.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-6
(b) Under the intellectual property licence agreement entered into by Lime Petroleum Plc
(Lime Petroleum IP Licence Agreement), Lime Petroleum Plc shall pay the Licensor
a fee of US$150 for every hour of analysis performed by a project engineer and/or
US$300 per hour for every hour of analysis performed by a project manager, regardless
of the Rex Technologies utilised. The Lime Petroleum IP Licence Agreement is valid for
five years from 24 October 2011 and thereafter renewable automatically annually
unless terminated with six months notice. The Lime Petroleum IP Licence Agreement
covers territories in the Middle East which includes Bahrain, Egypt, Iran, Iraq, Jordan,
Kuwait, Lebanon, Oman, Palestine (Gaza strip and West Bank), Qatar, Saudi Arabia,
Syria, Turkey, United Arab Emirates, Yemen and offshore areas associated with these
countries.
3.3 Information on the Licensor
The Licensor is a wholly-owned subsidiary of Rex Partners Ltd. Rex Partners Ltd holds 100%
of the share capital of Rex Commercial Ltd, which will own approximately []% of the
enlarged issued share capital of the Company following the completion of the Invitation
(assuming the Over-allotment Option is exercised in full).
The shareholders of Rex Partners Ltd are Limea Ltd and Mr Svein Kjellesvik who hold 80%
and 20%, respectively, of the share capital of Rex Partners Ltd. The shareholders of Limea
Ltd are Dr Karl Lidgren and Mr Hans Lidgren who each holds 50% of the share capital of
Limea Ltd. Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik are founders of the
Group and Dr Karl Lidgren and Mr Hans Lidgren developed the Rex Technologies. Dr Karl
Lidgren is the Non-Executive Director of the Company. He is also the father of Mr Mns
Lidgren (the Chief Executive Officer of the Group). Mr Hans Lidgren does not hold any
position in the Group. He is the brother of Dr Karl Lidgren and is also the father of Mrs Lina
Bernsten (the Chief Technology Officer of the Group). Mr Svein Kjellesvik is the chief
executive officer of Lime Petroleum Plc.
Accordingly, the Licensor is an interested person as defined under the Catalist Rules, as it
is an associate of the Companys controlling shareholder, Rex Commercial Ltd.
3.4 Information on Rex Technologies
Information on Rex Technologies can be found in the section entitled General Information of
our Group Technologies of the Offer Document, and Shareholders are advised to read the
information carefully.
We note the following on Rex Technologies:
(a) Based on the eight controlled blind tests set out by North Energy, Rex Technologies
predicted the well results which were later confirmed to be 100% accurate. Such
prediction included information on whether a certain area was a dry well, and if not, the
exact location of the reservoirs and the depth of such reservoir and the volume, type
and porosity of oil present in the reservoir;
(b) Based on the 18 external tests conducted using Rex Virtual Drilling in the past 24
months, all the test results were correct and either verified by the testing party or
publicly published;
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-7
(c) The Company estimates that worldwide success ratios in exploration drilling using Rex
Technologies to be in excess of 50%, and the Directors are of the opinion that this is
much higher than the average worldwide and industry-wide exploration success ratio of
10% to 15% which are estimated based on the experience and knowledge of the
Groups oil and gas experts in the oil and gas industry;
(d) The Directors are of the opinion that the use of Rex Technologies will mitigate
exploration risks by increasing the probability of discovery, thereby enabling exploration
to be completed in a shorter time frame and reducing costs involved in the exploration
process as seismic data analysis results can be obtained in weeks as compared to the
current industry standard which may take years based on the amount of seismic data
available. This translates into shorter lead time between commitment of investment and
the subsequent proving up of reserves. The costs associated with the screening of new
concessions and licences will also be considerably lower. As such, the Groups capacity
to screen for new licenses will also correspondingly increase. The likelihood of drilling
a dry well is reduced and as such, the Group benefits from cost savings and increased
profitability. The average cost of drilling a well can range from US$1 million to US$100
million depending on the location of the concession; and
(e) The access to Rex Technologies assisted the Group in its acquisition of equity stakes
in concessions, reflecting that access to Rex Technologies is recognised by third
parties, including by strategic partners of the Group such as Fram, Loyz Oil, Hibiscus
Petroleum, Petroci Holding and North Energy.
4. EVALUATION OF THE IP LICENCE AGREEMENTS
As summarised in paragraph 3.2 of this IFA Letter above, the intellectual property licence
agreements entered into by the Group can be categorised in two broad categories as follows:
(1) the intellectual property licence agreements entered into by the Company, HiRex and
Lime Petroleum Norway (collectively, the Contracted Group) whereby the three
companies will pay for a fixed maximum number of analysis in the licence period (the
Fixed Fee IPLAs); and
(2) the Lime Petroleum IP Licence Agreement entered into by Lime Petroleum Plc whereby
Lime Petroleum Plc will pay for the hours of analysis performed by either a project
engineer or project manager, using Rex Technologies.
Our analyses of the Fixed Fee IPLAs and the Lime Petroleum IP Licence Agreement are set
out below.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-8
4.1 The Fixed Fee IPLAs
In our evaluation of the Fixed Fee IPLAs, we have considered the following:
(a) The rationale and benefits of the Fixed Fee IPLAs
The Fixed Fee IPLAs are entered to allow the Contracted Group access to Rex
Technologies. The Group attributes its success in procuring concessions in the Middle
East, Norway and participating interests in the USA to its access to the Rex
Technologies. The access to Rex Technologies is also expected to substantially reduce
the Contracted Groups risks in the exploration and development stage.
We understand from the Management that seismic technology services are usually
engaged on a case by case basis after determining the location of the concession and
the area to be explored. Companies that own proprietary technologies are unlikely to
license the use of its technologies to unrelated third parties or non-strategic partners on
a long-term basis. As such, the Directors represented that the Fixed Fee IPLAs for the
use of Rex Technologies, which had been assessed by blind tests to be 100% accurate,
is in themselves a benefit to the Contracted Group. Moreover, as stated in the section
entitled General Information of the Group Technologies of the Offer Document, Rex
Virtual Drilling has advantage over traditional imaging technology as it is able to use
regular seismic data to carry out advanced seismic data analysis to accurately visualise
and predict the location of liquid hydrocarbons in the sub-terrain and thereby accurately
pinpoint reservoir locations, formations and size.
(b) Adequacy of the analysis covered by the Fixed Fee IPLAs
The Fixed Fee IPLAs allows the Contracted Group access to all three Rex
Technologies.
We understand from the Management that, although the Group has access to all three
Rex Technologies, the Group is likely to apply Rex Virtual Drilling primarily in its seismic
data interpretation. Accordingly, the Fixed Fee IPLAs focuses mainly on the specifics for
use of Rex Virtual Drilling.
As set out in paragraph 3.2 above, each of the company in the Contracted Group has
a specific analysis and area coverage in the use of Rex Virtual Drilling. In the use of Rex
Virtual Drilling 3D, on an annualised basis, the Company has up to 20 analyses with
each analysis not exceed 500 sq km; HiRex has up to 40 analyses with each analysis
not exceeding 500 sq km, subject to a total area of 10,000 sq km; and Lime Petroleum
Norway has up to 10 analyses with each analysis not exceed 500 sq km. In the use of
Rex Virtual Drilling 2D, on an annualised basis, each of the companies in the
Contracted Group can substitute one 3D analysis with one 2D analysis, each analysis
having up to 25 2D lines and each line having up to 3,000 shot points. Each concession
needs at least one analysis using Rex Virtual Drilling on 2D or 3D data in order for Rex
International Holding or its subsidiaries to invest into a concession.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-9
We understand from the Management that the analysis and area coverage were
determined based on several factors including amongst others, the concessions
secured as well as the prospects of securing further concessions, the internal resources
and capacity of each of the companies in the Contracted Group.
As at the Latest Practicable Date, the details of the concessions secured by the
Contracted Group are as follows:
Location
Number of
Concessions Total Area
Smallest
Concession
Largest
Concession
The Company USA 2
60,102 acres
(243 sq km)
North Dakota
9,655 acres
(39 sq km)
Colorado
50,447 acres
(204 sq km)
Lime
Petroleum
Norway
Norway 4 2,022 sq km
PL 498/
Skagen 278
sq km
PL 503/
Valberget
978 sq km
Note:
(1) Lime Petroleum Norway intends to replace two (2) of its licenses in or around June or July 2013 and
thus not reflected in the table above. Kindly refer to the table in General Information on our Group
Business Activities of the Offer Document for the concessions/and or licences of the Group.
While the Contracted Group only has eight concessions as at the Latest Practicable
Date, the Contracted Group actively and continually keep a lookout to identify attractive
entry opportunities. The ready access to Rex Technologies is important as it allows the
Contracted Group to analyse the concessions before securing concessions thereby
mitigating the Contracted Groups risk in investing in concessions which do not provide
sufficient reserves.
Hence, although the Companys total concession area was 60,102 acres (equivalent to
243 sq km), its maximum area coverage under the RIH IP Licence Agreement is 10,000
sq km for each annual licence period as the RIH IP Licence Agreement is for territory
encompassing, and made up of the world excluding Morocco, Mauritania, Senegal,
Cape Verde, Guinea Bissau, Gambian, Sierra Leone, Liberia, Guinea, Ivory Coast,
Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea, Gabon, Congo-
Brazzaville, Kingdom of Saudi Arabia and offshore areas associated with these
countries. Similarly, although HiRex has not secured any concessions, its maximum
area coverage under its IP Licence Agreement is 10,000 sq km for each annual licence
period as its IP Licence Agreement is for the entire South-East Asia region plus New
Zealand and Australia. In respect of Lime Petroleum Norway, its total concession area
secured as at the Latest Practicable Date was 2,022 sq km while its maximum area
coverage under the Lime Norway IP Licence Agreement is 2,500 sq km for each licence
period. The Directors believe that there are further opportunities for Lime Petroleum
Norway in the Norwegian Continental Shelf which will be explored via direct licensing
as well as farm-in opportunities.
Accordingly, the number or area coverage of analysis stated in the Fixed Fee IPLAs is
neither excessive nor insufficient. In addition, the Company and Lime Petroleum
Norway can request for additional analysis if required.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-10
Further, the intellectual property licence agreements entered into by HiRex and Lime
Petroleum Norway has been reviewed by the third party shareholders of HiRex and
Lime Petroleum Norway.
(c) The fees and the adjustments of the Fixed Fee IPLAs
Our evaluation of the Fixed Fee IPLAs focuses on the cost for each sq km instead of on
each analysis, as the number of analysis and area of each analysis can be determined
by each of the companies in the Contracted Group when requesting the Licensor to
conduct an analysis under the Fixed Fee IPLA.
Based on the area coverage, the average cost of the Fixed Fee IPLAs, if fully utilised,
is as follows:
Rex Virtual Drilling 3D Rex Virtual Drilling 2D
The Company US$63 for each sq km US$33 for each km
HiRex US$250 for each sq km US$67 for each km
Lime Petroleum Norway US$250 for each sq km US$133 for each km
If the Contracted Group fully utilised the maximum area coverage under the Fixed Fee
IPLA, the above mentioned rates are more favourable than comparable rates obtained
by the Group for other proprietary seismic technologies.
In particular, in the course of our evaluation, we have sighted
contracts/quotations/invoices for seismic data processing services procured by the
Group from unrelated seismic data processing service providers (based on publicly
available information and the Directors confirmation) and noted that the rates charged
by these seismic data processing service providers for similar 3D or 2D analysis are
higher than the licence fees charged by the Licensor under the Fixed Fee IPLA.
The maximum rate of US$250 for each sq km under the Fixed Fee IPLAs is lower than
these comparable rates, and therefore a favourable rate for the usage of Rex
Technologies, which had been blind tested to be 100% accurate and deemed by the
Directors as having higher worldwide success ratios than the average worldwide
success ratio. As to the more preferential rates provided for the Company as compared
to HiRex and Lime Petroleum Norway, the Management represented that this is an
exceptional term that the Company is able to obtain due to its listing on the Catalist, and
the benefits that such a listing would accord to its Shareholders.
As set out in paragraph 3.2 above, the fees payable under the Fixed Fee IPLAs are
subject to annual increment with effect from the third calendar year of agreement at a
rate equivalent to 3% above the official reported British Virgin Islands (BVI) inflation
rate for the previous year, except that the intellectual property licence agreement of
HiRex imposed a cap of 7%.
Based on information extracted from the website of Central Intelligence Agency (CIA)
at https://www.cia.gov/library/publications/the-world-factbook/fields/2092.html, the BVI
inflation rates for 2011 and 2012 are 4.1% and 4%
(1)
. We understand that the annual
increment is necessary as the Group is in the oil and gas industry which experienced
an average annual inflation of 9% in the last 10 years (this is based on S&P World
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-11
Commodity Oil (Brent Crude Oil) Index ER extracted from Bloomberg)
(1)
. Assuming that
the increase is 7% per year, the average cost of performing an analysis in the fifth year
(based on the highest average cost of US$250 for each sq km set out in paragraph
4.1(c) above), would be approximately US$306 per sq km which would still be lower
than the existing comparable rates.
Note:
(1) CIA and Bloomberg have not consented to the inclusion of the above information in this IFA Letter for
the purposes of Section 249 of the Securities and Futures Act, Chapter 289 of Singapore (SFA) and
are therefore not liable for the relevant statement(s) under Sections 253 and 254 of the SFA.
(d) The other terms of the Fixed Fee IPLAs
We noted that:
(i) Payment are due in advance at the start of the licensing period, and the
Management confirmed that independent third parties are also likely to charge an
upfront fee;
(ii) Payments made are not refundable should there by unused analysis, and the
Management confirmed that there should not be significant unused analysis; and
(iii) Payment is to be made within 30 to 90 days of invoicing, which is within the
reasonable repayment terms for this business scope and activity.
(e) Other considerations
(i) The cost savings and return on investments through the use of Rex Technologies
benefit the Contracted Group through (i) not investing in concessions which do not
provide sufficient reserves; and (ii) not investing time, manpower and resources to
explore an area that has a lower likelihood of reserves. Conversely, this means
that the Contracted Group can (i) investing in concessions which present attractive
return on investments; and (ii) investing time, manpower and resources for an area
with a higher likelihood of reserves;
(ii) Accord the Contracted Group with flexibility and quick access to seismic data
interpretation technology, we understand from the Management that it would take
about two to three months for the Group to go through the process of obtaining a
quotation, negotiation, waiting for the purchase order or contract to be finalised,
and deployment of external vendors resources to interpret the data. With the IP
Licence Agreements in place, there is no need for the Group to spend the time to
source for such services. Further, the Licensor is to deliver the analysis results
within one month from provision of complete data set, which is faster than the
usual three to six months using other seismic data interpretation providers. A
faster data interpretation would accord the Contracted Group an advantage to
secure a concession, or reduce the exploration and production process.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-12
4.2 The Lime Petroleum IP Licence Agreement
In our evaluation of the Lime Petroleum IP Licence Agreement, we have considered the
following:
(a) The charges of Lime Petroleum IP Licence Agreement
The charges of US$150 for every hour of analysis performed by a project engineer
and/or US$300 per hour for every hour of analysis performed by a project manager is
to be evaluated based on the estimated cost to be incurred for an analysis of a certain
area. Based on the production capacity of the Licensor at the present time for analysis
performed under the Lime Petroleum IP Licence Agreement, the Management
estimated that the fee charged by the Licensor for each analysis average about US$225
per sq km. The abovementioned rate is more favourable as compared to the average
cost per sq km under the Fixed Fee IPLAs as well as the cost of using other
technologies provided or quoted by independent third parties.
(b) The other terms of Lime Petroleum IP Licence Agreement
We noted that:
(i) There is no upfront payment, which the Management confirm that independent
third parties are likely to charge an upfront fee; and
(ii) Payment is to be made within 14 days of invoicing, which is within the reasonable
repayment terms for this business scope and activity.
(c) The rationale and benefits of the Lime Petroleum IP Licence Agreement
The Lime Petroleum IP Licence Agreement is applicable for the Middle East
concessions held by Lime Petroleum Plc. As at the Latest Practicable Date, Lime
Petroleum Plc held four concessions with a total area of 19,689 sq km. Its RAK North
Concession has the smallest area of 300 sq km while its Block 50 Oman Concession
has the largest area of 16,903 sq km.
The Lime Petroleum IP Licence Agreement was the first intellectual property licence
agreement entered into by the Group with the Licensor.
We understand from the Management that, at the time of entering into the Lime
Petroleum IP Licence Agreement, Rex Technologies has just been commercialised.
Accordingly, the Licensor is unable to commit to an exact time frame to conduct a
seismic data analysis. Hence, the project manager managing the concessions of Lime
Petroleum Plc (which is Hibiscus Oilfield under the PMTSA) and the Licensor agreed
that the Licensor shall be paid in accordance to time spent on conducting the seismic
data analysis. The Management represented that, as the Licensor become more
efficient with its analysis, the Lime Petroleum IP Licence Agreement provides much
more cost savings and benefits to Lime Petroleum Plc than before. The charges
payable by Lime Petroleum Plc under the Lime Petroleum IP Licence Agreement are
also more favourable than the Fixed Fee IPLAs. Therefore, the Management
represented that it is in the interest of Lime Petroleum Plc to continue with Lime
Petroleum IP Licence Agreement, given that the Lime Petroleum IP Licence Agreement
is the only hourly rate agreement entered into by the Licensor.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-13
(d) The cost control procedures implemented by Lime Petroleum Plc
The charges to be incurred under the Lime Petroleum IP Licence Agreement are
dependent on various factors, amongst which, are the cost of the project engineer
and/or the project manager, the area and difficulty of analysis based on the specific area
of concession, capability of the project engineer and/or the project manager and their
operation of the Rex Technologies to perform the analysis.
Lime Petroleum Plc has established procedures to ensure that its costs and expenses
are accountable. All expenses above US$10,000 are subject to additional approval
procedures, including its boards approval if the expenses are not within its boards
pre-approved budget. The billings from the Licensor fall under the same cost control
procedures. The Management confirmed that, after reviewing the past billings from the
Licensor under the Lime Petroleum IP Licence Agreement, the allocation of personnel
and their hours used for each analysis were reasonable.
(e) Other considerations
Other considerations for the Lime Petroleum IP Licence Agreement similar to those set
out in paragraph 4.1(e) above.
5. OPINION
Having regard to our terms of reference, in arriving at our opinion, we have taken into
account a range of factors which we consider to be pertinent and have a significant bearing
on our assessment of the IP Licence Agreements. We have carefully considered as many
factors as we deemed essential and balanced them before arriving at our opinion.
Accordingly, it is important that our IFA Letter, in particular, all the considerations and
information we have taken into account, be read in its entirety.
In respect of the Fixed Fee IPLAs, we have considered its rationale and benefits, the
adequacy of the analyses (in terms of number and area coverage), the average cost for
analysis of each sq km which is lower than the comparable rates, the annual increment in fee
as compared to the annual average inflation of the oil and gas industry, the payment terms
as well as other considerations such as cost and time savings accorded by the Fixed Fee
IPLAs.
In respect of Lime Petroleum IP Licence Agreement, we have considered the charges for
each analysis performed under the Lime Petroleum IP Licence Agreement as compared to
the fee for each analysis under the Fixed Fee IPLAs, the payment terms as well as the
rationale and benefits of the Lime Petroleum IP Licence Agreement, and the cost control
procedures implemented by Lime Petroleum Plc to ensure accountability to its stakeholders.
Accordingly, after taking into account the above factors, we are of the opinion as of the
date hereof that the IP Licence Agreements have been executed on terms that are more
favourable than normal commercial terms, and not prejudicial to the interests of the
Company and its minority Shareholders.
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-14
This IFA Letter is prepared for reference by the Independent Non-Executive Directors of the
Company. Whilst a copy of this IFA Letter may be reproduced in the Offer Document, neither
the Company nor the Directors may reproduce, disseminate or quote this IFA Letter (or any
part thereof) for any other purpose at any time and in any manner without the prior written
consent of Asiasons WFG Capital in each specific case.
This opinion is governed by, and construed in accordance with, the laws of Singapore, and
is strictly limited to the matters stated herein and does not apply by implication to any other
matter.
For and on behalf of
ASIASONS WFG CAPITAL PTE. LTD.
ALEX TAN KAH KOON PAULINE SIM POI LIN
EXECUTIVE DIRECTOR HEAD OF CORPORATE FINANCE
APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
H-15
Details of the key property interests of our associated company, Fram, are set out in the tables
below.
Federal Leases
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#3 COC-61718 USA Bureau of
Land Management
Colorado State
Office
Township 12 S. Range 98
W. 6th P.M.
Section 1: Lots 5 to 20;
Section 2: Lots 5 to 8;
Section 11: Lots 5 to 8;
Section 12: Lots 1 to 16;
Section 13: Lots 9 to 16; and
Section 14: Lots 5 and 6.
2,230.47
(1)
Oil and gas
exploration
#5 COC-61847 USA Bureau of
Land Management
Colorado State
Office
Township 2 S. Range 2 E.
Ute P.M.
Section 2: Lots 1 to 4,
S2N2, SW, NWSE
Section 3: Lots 1, 2, 5, 6,
S2N2, S2
1,170.40
(1)
Oil and gas
exploration
#6 COC-62810 USA Bureau of
Land Management
Colorado State
Office
Township 12 S. Range 97
W. 6th P.M.
Section 30: Lots 5, 7 to 11,
13, 14, 16, NE, SENW, NESW
Section 32: Lots 1, 2,
NWNE, Tract 41 Lot 12
Section 33: Lots 1 to 4, 9,
16, 17
881.35
(1)
Oil and gas
exploration
#7 COC-62811 USA Bureau of
Land Management
Colorado State
Office
Township 13 S. Range 97
W. 6th P.M.
Section 4: Lots 1 to 4,
S2N2, S2
Section 5: Lot 1, S2N2, S2
Section 6: Lot 7, S2NE,
SE, E2SW
1,519.35
(1)
Oil and gas
exploration
#8 COC-62814 USA Bureau of
Land Management
Colorado State
Office
Township 12 S. Range 98
W. 6th P.M.
Section 23: Lots 1 to 3
Section 24: N2, N2SW, W2SE
Section 25: SESE, NWNE, S2NE,
E2NW, NWNW
923.91
(1)
Oil and gas
exploration
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS
I-1
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#12 COC-63027 USA Bureau of
Land Management
Colorado State
Office
Township 13 S. Range 97
W. 6th P.M.
Section 7: Lots 1, 2, 4,
E2W2, E2
Section 8: All
Section 17: All
Section 18: Lot 2, E2W2, E2
2,399.36
(1)
Oil and gas
exploration
#13 COC-63028 USA Bureau of
Land Management
Colorado State
Office
Township 13 S. Range 97
W. 6th P.M.
Section 9: All
Section 16: All
1,280.00
(1)
Oil and gas
exploration
#14 COC-63029 USA Bureau of
Land Management
Colorado State
Office
Township 13 S. Range 97
W. 6th P.M.
Section 19: Lots 2 to 4,
E2W2, E2
Section 20: N2, E2SE, W2SW
1,080.19
(1)
Oil and gas
exploration
#15 COC-63030 USA Bureau of
Land Management
Colorado State
Office
Township 13 S. Range 97
W. 6th P.M.
Section 21: All
Section 28: All
1,280.00
(1)
Oil and gas
exploration
#24/24A COC-
64746/Foster
USA Bureau of
Land Management
Colorado State
Office
Township 1S. Range 2 E.
Ute P.M. 100%
Section 21: W2SW
Section 26: SESW, W2SE, SESE
Section 27: S2SW, SWSE
Section 28: NWNW
Section 34: NWNW
Township 1S. Range 2 E. Ute
P.M. 50%
Section 22: N2SW, SWSW,
W2SW, SESW
525.00
(1)
Oil and gas
exploration
#25 COC-64949 USA Bureau of
Land Management
Colorado State
Office
Township 1S. Range 2 E.
Ute P.M.
Section 13: SW, S2SE
Section 14: All
Section 15: All
1,520.00
(1)
Oil and gas
exploration
#26 COC-64950 USA Bureau of
Land Management
Colorado State
Office
Township 1S. Range 2 E.
Ute P.M.
Section 16: S2NE, SENW,
S2SWNW, S2
Section 21: E2, SWNW
Section 22, N2NE, NW
Section 23: NE, N2NW,
SENW, SWSW, E2SE
1,460.00
(1)
Oil and gas
exploration
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS
I-2
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#27 COC-64951 USA Bureau of
Land Management
Colorado State
Office
Township 1S. Range 2 E.
Ute P.M.
Section 24: All
Section 25: All
1,280.00
(1)
Oil and gas
exploration
#28 COC-64952 USA Bureau of
Land Management
Colorado State
Office
Township 1S. Range 2 E.
Ute P.M.
Section 26: NE, N2NW, NESE
Section 27: NENE
Section 28: SENW
Section 33: S2NE, W2, SE
Section 34: SWNW, SWSW
Section 35: W2SW, SESW,
SWSE
Section36: NE, E2NW, NWNW,
N2SE
1,520.00
(1)
Oil and gas
exploration
#34 COC-69660 USA Bureau of
Land Management
Colorado State
Office
Township 12 S. Range 97
W. 6th P.M.
Section 29: Lots 1, 3, N2SW,
NWSE, N2NE, SWNE, NW
475.22
(1)
Oil and gas
exploration
Note:
(1) The leases are part of the Whitewater Unit in Colorado, USA, which have an indefinite term.
Fee Leases
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#66 Lough,
et al
Gary N. Lough,
Gregory A. Lough,
Richard S. Lough
and Rodger B. Lough
Township 1S. Range 2 E.
Ute P.M.
Section 36: S2SE
80.00 2013
(1)
Oil and gas
exploration
#151 McClean Lillian C. McClean Township 12 S. Range 97
W. 6th P.M.
Tracts 38, 42 and that
portion of Tract 41 north
and west of the County
Road, located in sections
29, 30, 31 and 32
152.76
(2)
Oil and gas
exploration
#152 Snook/
Whiteman, #171
Snook/
Whiteman, #172
Snook/
Whiteman, #173
Snook/
Whiteman and
#174 Snook/
Whiteman
James N. Whiteman,
Frances L. Whiteman,
Michael E. Whiteman,
Debra L. Whiteman,
Scott E. Whiteman,
Alisa Campbell and
Robert Todd Wilson
E2 SE4 Section 24 and
NE4 Section 25, T12S,
R98W and Tract 37, Sec.
30, T12S, R97W
78.53
(3)
Oil and gas
exploration
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS
I-3
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#156 Kissinger Kellee L. Kissinger &
Neland Kissinger
Township 12S, Range 97
W, 6th P.M.
Tract 43 of Section 32
5.01
(2)
Oil and gas
exploration
#157 Siminoe/
Wynn et al
Bonnie L. Siminoe,
Lora L. Siminoe,
Wynn & Vincent L.
Siminoe,
Judy L. Davis &
Kellee L. Kissinger
Township 12 S, Range 97
W, 6th P.M.
Section 32: A parcel of land
situated in Lot 6 of the
Resurvey of Sec. 32, T12S,
R97W, 6th P.M.
107.00
(2)
Oil and gas
exploration
#158 Wynn and
#159 Wynn
Lora Siminoe Wynn
and Larry Dennis
Wynn
Township 12 S, Range 97
W, 6th P.M.
Section 32: 5-tracts of land
making up 64.93 Acres
64.93
(2)
Oil and gas
exploration
#160 Siminoe Vincent L. Siminoe
and Julie Siminoe
Township 12 S, Range 97
W, 6th P.M.
Part of Tract 43, Section 32
5.00
(2)
Oil and gas
exploration
#163 Wallace Shawn J. and
Cindy A. Wallace
Township 12 S, Range 97
W, 6th P.M.
Section 32: Parcel 1-A of
Tract 46
28.49
(3)
Oil and gas
exploration
#166 Lambert M. Margaret Lambert Township 12 S, Range 97
W, 6th P.M.
Sections 32 and 33: Lots 7
and 5 of Tract 46
43.20
(2)
Oil and gas
exploration
#167 Whiting Lois C. Whiting,
as trustee of the
Lois C. Whiting
Living Trust
Township 12 South, Range
97 West, 6th P.M.
Section 33: Lots 11, 12, 14
and 15 in Tract 47 of the
resurvey of Section 33,
except a tract or parcel of
land located in
Lots 11 and 15 of Tract 47
Township 13 South, Range
97 West, 6th P.M.
Section 18: Lots 3 and 4
Section 19: Lot 1
Township 13 South, Range
98 West, 6th P.M.
Section 1: SW1/4SW1/4, Lot 1
Section 13: E1/2SE1/4
Section 24: N1/2NE1/4,
NE1/4NW1/4
Township 2 South, Range 2
East, Ute Meridian Various
land areas in Sections 23,
24, 25, 26, 27 and 35
1,648.33
(2)
Oil and gas
exploration
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS
I-4
Lease Name Lessor Location Acreage
Year of
expiry
Use of
property
#168 Mansur John W. Mansur and
Victoria Rae Mansur
Township 12 S, Range 97
W, 6th P.M.
Section 33: Lots 6, 7, 8,
the North 350 feet of Lots
11 and 12, and that part of
Tract 48 lying north of
Kannah Creek; Also a one
acre tract described as:
Beginning at the SE corner
of Lot 5, thence North 207
ft, thence West 207 ft,
thence South 207 ft, thence
East to point of beginning
Section 34: Lot 2
154.33
(2)
Oil and gas
exploration
#170 Collard/
Nowotny
Stephen Collard and
Kathy Collard
Lot 4, Section 23 and S2
SW4 of Section 24, T12S,
R98W
134.69
(2)
Oil and gas
exploration
#189 Shipp Michael J. Shipp and
Karen A. Shipp
Township 13 S, Range 97
W, 6th P.M.
6: a parcel of land in Lots
5 and 6
37.60
(2)
Oil and gas
exploration
Notes:
(1) Fram is in the process of renewing this lease.
(2) The leases are part of the Whitewater Unit in Colorado, USA, which have an indefinite term.
(3) Fram holds a lease from the 50% tenant-in-common owners of the subsurface minerals (including oil and gas) under
157 surface acres. If the other 50% tenant-in-common owners refuse to lease to Fram, then Fram may apply to the
Colorado Oil and Gas Conservation Commission to pool the reluctant mineral owners interests involuntarily (known
as force-pooling), thereby allowing the mineral development to go forward.
APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS
I-5
This page has been intentionally left blank.
You are invited to apply and subscribe for the Invitation Shares at the Issue Price for each
Invitation Share subject to the following terms and conditions:
(a) YOUR APPLICATION FOR THE INVITATION SHARES MUST BE MADE IN LOTS OF 1,000
OFFER SHARES OR INTEGRAL MULTIPLES THEREOF. APPLICATIONS FOR ANY
OTHER NUMBER OF INVITATION SHARES WILL BE REJECTED.
(b) Your application for Offer Shares may be made by way of printed Offer Shares Application
Forms or by way of Electronic Applications through the ATMs of the Participating Banks
(ATM Electronic Applications) or through the IB websites of the relevant Participating
Banks (Internet Electronic Applications which, together with ATM Electronic
Applications, shall be referred to as Electronic Applications).
Your application for the Placement Shares may only be made by way of printed Placement
Shares Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES.
(c) You are allowed to submit only one application in your name either for the Offer Shares
or the Placement Shares. If you submit an application for Offer Shares by way of a
printed Offer Shares Application Form, you MAY NOT submit another application for
Offer Shares by way of an Electronic Application and vice versa. Such separate
applications shall be deemed to be multiple applications and will be liable to be
rejected at our discretion, except in the case of applications by approved nominee
companies, where each application is made on behalf of a different beneficiary.
If you submit an application for Offer Shares by way of an Internet Electronic
Application, you MAY NOT submit another application for Offer Shares by way of an
ATM Electronic Application and vice versa. Such separate applications shall be
deemed to be multiple applications and will be liable to be rejected at our discretion.
If you (being other than an approved nominee company) have submitted an application
for Offer Shares in your own name, you should not submit any other application for
Offer Shares, whether by way of an Application Form or by way of an Electronic
Application, for any other person. Such separate applications shall be deemed to be
multiple applications and will be liable to be rejected at our discretion.
You are allowed to submit only one application in your own name for the Placement
Shares. Any separate application by you for the Placement Shares shall be deemed to
be multiple applications and we have the discretion whether to accept or reject such
multiple applications. If you (being other than an approved nominee company) have
submitted an application for Placement Shares in your own name, you should not
submit any other application for Placement Shares for any other person. Such
separate applications shall be deemed to be multiple applications and will be liable to
be rejected at our discretion.
If you have made an application for Placement Shares, and you have also made a
separate application for Offer Shares either by way of an Application Form or through
an Electronic Application, we shall have the discretion to either (i) reject both of such
separate applications or (ii) accept any one (but not the other) out of such separate
applications.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-1
Conversely, if you have made an application for Offer Shares either by way of an
Application Form or through an Electronic Application, and you have also made a
separate application for Placement Shares, we shall have the discretion to either (i)
reject both of such separate applications or (ii) accept any one (but not the other) out
of such separate applications.
Joint applications shall be rejected. Multiple applications for Invitation Shares will be
liable to be rejected at our discretion. If you submit or procure submissions of multiple
share applications (whether for Offer Shares, Placement Shares or both Offer Shares
and Placement Shares), you may be deemed to have committed an offence under the
Penal Code (Chapter 224) of Singapore and the Securities and Futures Act (Chapter
289) of Singapore, and your applications may be referred to the relevant authorities for
investigation. Multiple applications or those appearing to be or suspected of being
multiple applications may be liable to be rejected at our discretion.
(d) We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities
Account holders of CDP and from applicants whose addresses (as furnished in their
Application Forms or, in the case of Electronic Applications, contained in the records of the
relevant Participating Banks) bear post office box numbers. No person acting or purporting
to act on behalf of a deceased person is allowed to apply under the Securities Account with
CDP in the name of the deceased at the time of application.
(e) We will not recognise the existence of a trust. Any application by a trustee or trustees must
be made in his/her/their own name(s) and without qualification or, where the application is
made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or approved nominee companies after complying with paragraph (f) below.
(f) WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES.
Approved nominee companies are defined as banks, merchant banks, finance companies,
insurance companies, licensed securities dealers in Singapore and nominee companies
controlled by them. Applications made by persons acting as nominees other than approved
nominee companies shall be rejected.
(g) IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A
SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name
at the time of your application, your application will be rejected (if your application is by way
of an Application Form), or you will not be able to complete your Electronic Application (if
your application is by way of an Electronic Application). If you have an existing Securities
Account but fail to provide your Securities Account number or provide an incorrect Securities
Account number in section B of the Application Form or in your Electronic Application, as the
case may be, your application is liable to be rejected. Subject to paragraph (h) below, your
application shall be rejected if your particulars such as name, NRIC/passport number,
nationality, permanent residence status and CDP Securities Account number provided in
your Application Form or in the records of the relevant Participating Bank at the time of your
Electronic Application, as the case may be, differ from those particulars in your Securities
Account as maintained with CDP. If you possess more than one individual direct Securities
Account with CDP, your application shall be rejected.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-2
(h) If your address as stated in the Application Form or, in the case of an Electronic
Application, in the records of the relevant Participating Bank, as the case may be, is
different from the address registered with CDP, you must inform CDP of your updated
address promptly, failing which the notification letter on successful allotment and
other correspondence from the CDP will be sent to your address last registered with
CDP.
(i) We reserve the right to reject any application which does not conform strictly to the
instructions set out in the Application Form and this Offer Document or which does
not comply with the instructions for Electronic Applications or with the terms and
conditions of this Offer Document or, in the case of an application by way of an
Application Form, which is illegible, incomplete, incorrectly completed or which is
accompanied by an improperly drawn or improper form of remittance. We further
reserve the right to treat as valid any applications not completed or submitted or
effected in all respects in accordance with the instructions set out in the Application
Forms or with the terms and conditions of this Offer Document and also to present for
payment or other processes all remittances at any time after receipt and to have full
access to all information relating to, or deriving from, such remittances or the
processing thereof.
(j) We reserve the right to reject or accept, in whole or in part, or to scale down or to ballot any
application, without assigning any reason therefor, and we will not entertain any enquiry
and/or correspondence on our decision. This right applies to applications made by way of
Application Forms and by way of Electronic Applications. In deciding the basis of allotment
which will be at our discretion, we will give due consideration to the desirability of allotting
and/or allocating the Invitation Shares to a reasonable number of applicants with a view to
establishing an adequate market for the Shares.
(k) Share certificates will be registered in the name of CDP and will be forwarded only to CDP.
It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has
been credited with the number of the Invitation Shares allotted to you, if your application is
successful. This will be the only acknowledgement of application monies received and is not
an acknowledgement by us. You irrevocably authorise CDP to complete and sign on your
behalf as transferee or renouncee any instrument of transfer and/or other documents
required for the issue or transfer of the Invitation Shares allotted to you. This authorisation
applies to applications made by way of Application Forms and by way of Electronic
Applications.
(l) In the event of an under-subscription for the Offer Shares as at the close of the Application
List, the number of the Offer Shares under-subscribed shall be made available to satisfy
applications for the Placement Shares to the extent that there is an over-subscription for
Placement Shares as at the close of the Application List.
In the event of an under-subscription for the Placement Shares as at the close of the
Application List, that number of the Placement Shares under-subscribed shall be made
available to satisfy applications for the Invitation Shares to the extent that there is an
over-subscription for Offer Shares as at the close of the Application List.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-3
In the event of an over-subscription for the Offer Shares as at the close of the Application List
and the Placement Shares are fully subscribed or over-subscribed as at the close of the
Application List, the successful applications for the Offer Shares will be determined by ballot
or otherwise as determined by our Directors, after consultation with the Manager, Sponsor,
Co-Placement Agents and the Underwriter, and approved by the SGX-ST.
(m) You consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, CPF Investment Account
number (if applicable) and share application amount from your account with the relevant
Participating Bank to the Registrar for the Invitation and Share Transfer Office, SCCS,
SGX-ST, CDP, the Manager, Sponsor, Co-Placement Agents and the Underwriter. You
irrevocably authorise CDP to disclose the outcome of your application, including the number
of Offer Shares allotted to you pursuant to your application, to the Company, the Manager,
Sponsor, Co-Placement Agents, the Underwriter and any other parties so authorised by CDP,
the Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. CDP shall
not be liable for any delays, failures or inaccuracies in the recording, storage or in the
transmission or delivery of data relating to Electronic Applications.
(n) Any reference to you or the applicant in this section shall include an individual, a
corporation, an approved nominee and trustee applying for the Offer Shares by way of an
Application Form or by way of an Electronic Application, or for the Placement Shares though
the Joint Placement Agents.
(o) By completing and delivering an Application Form or by making and completing an Electronic
Application, by (in the case of an ATM Electronic Application) pressing the Enter or OK or
Confirm or Yes or any other relevant key on the ATM (as the case may be) or by (in the
case of an Internet Electronic Application) clicking Submit or Continue or Yes or
Confirm or any other relevant key on the IB website screen in accordance with the
provisions herein, you:
(i) irrevocably offer to subscribe for and/or purchase the number of the Invitation Shares
specified in your application (or such smaller number for which the application is
accepted) at the Invitation Price and agree that you will accept such Invitation Shares
as may be allotted to you, in each case on the terms of, and subject to the conditions
set out in, this Offer Document and our Memorandum and Articles of Association;
(ii) agree that in the event of any inconsistency between the terms and conditions for
application set out in this Offer Document and those set out in the ATMs or the IB
websites of the relevant Participating Banks, the terms and conditions set out in this
Offer Document shall prevail;
(iii) agree that the aggregate Invitation Price for the Invitation Shares applied for is due and
payable to us forthwith;
(iv) warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
information, representations and declarations will be relied on by our Company in
determining whether to accept your application and/or whether to allot and/or allocate
any Invitation Shares to you; and
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-4
(v) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, the
Manager, Sponsor, Co-Placement Agents and the Underwriter will infringe any such
laws as a result of the acceptance of your application.
(p) Our acceptance of applications will be conditional upon, inter alia, our Company being
satisfied that:
(i) permission has been granted by the SGX-ST to deal in and for quotation of all the
existing Shares and the New Shares on the Official List of the SGXST;
(ii) the Management Agreement, Placement Agreement and Underwriting Agreement
referred to under the section titled Plan of Distribution of this Offer Document have
become unconditional and have not been terminated or cancelled prior to such date as
our Company may determine; and
(iii) no stop order has been issued by the Authority under the Securities and Futures Act.
(q) We will not hold any application in reserve.
(r) We will not allot and/or allocate Shares on the basis of this Offer Document later than six
months after the date of registration of this Offer Document.
(s) In the event that a stop order in respect of the Invitation Shares is served by the Authority or
other competent authority; and
(i) if the Invitation Shares have not been issued and/or sold, we will (as required by law)
deem all applications as withdrawn and cancelled and we shall refund the application
monies (without interest or any share of revenue or other benefit arising therefrom) to
you within 14 days of the date of the stop order; or
(ii) if the Invitation Shares have been issued and/or sold but trading has not commenced,
the issue and/or sale of the Invitation Shares will (as required by law) be deemed to be
void; and:
(aa) in the case where the Invitation Shares have been issued, we shall refund the
application monies (without interest or any share of revenue or other benefit
arising therefrom) to you within 14 days of the date of the stop order; or
(bb) in the case where the Invitation Shares have been sold, (1) we will inform you to
return such documents to our Company within 14 days from the date of the stop
order; and (2) we will refund the application monies (without interest or any share
of revenue or other benefit arising therefrom) to you within 7 days from the receipt
of those documents (if applicable) or the date of the stop order, whichever is later.
This shall not apply where only an interim stop order has been served.
In the event that an interim stop order in respect of the Invitation Shares is served by
the Authority or other competent authority, no Invitation Shares shall be issued and/or
sold to you until the Authority revokes the interim stop order.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-5
(t) Additional terms and conditions for applications by way of Application Forms are set out on
pages G-6 to G-9 of this Offer Document.
(u) Additional terms and conditions for Electronic Applications are set out on pages C-9 to C-10
of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
You shall make an application by way of Application Forms made on and subject to the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing
below as well as those set out under this Appendix C, as well as our Memorandum and Articles
of Association of our Company.
(a) Your application must be made using the WHITE Application Forms and official envelopes
A and B for the Offer Shares or the BLUE Application Forms for Placement Shares
accompanying and forming part of this Offer Document. Attention is drawn to the detailed
instructions contained in the respective Application Forms and this Offer Document for the
completion of the Application Forms which must be carefully followed. We reserve the right
to reject applications which do not conform strictly to the instructions set out in the
Application Forms and this Offer Document or to the terms and conditions of this Offer
Document or which are illegible, incomplete, incorrectly completed or which are
accompanied by improperly drawn or improper forms of remittances.
(b) Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.
(c) All spaces in the Application Forms except those under the heading FOR OFFICIAL USE
ONLY must be completed and the words NOT APPLICABLE or N.A.should be written in
any space that is not applicable.
(d) Individuals, corporations, approved nominee companies and trustees must give their names
in full. You must make your application, in the case of individuals, in your full name as it
appears in your identity card (if applicants have such an identification document) or in your
passport and, in the case of corporations, in your full name as registered with a competent
authority. If you are a non-individual completing the Application Form under the hand of an
official, you must state the name and capacity in which that official signs. If you are a
corporation completing the Application Form, you are required to affix your Common Seal (if
any) in accordance with your Memorandum and Articles of Association, Articles or equivalent
constitutive documents. If you are a corporate applicant and your application is successful,
a copy of your Memorandum and Articles of Association, Articles or equivalent constitutional
documents must be lodged with the Registrar for the Invitation and the Share Transfer Office.
We reserve the right to require you to produce documentary proof of identification for
verification purposes.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-6
(e) Please note that:
(i) You must complete page 1 and Sections A and B of the Application Forms.
(ii) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Forms. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Forms with particulars of the beneficial owner(s).
(iii) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Forms, your application is liable to be rejected.
(f) You (whether you are an individual or corporate applicant, whether incorporated or
unincorporated and wherever incorporated or constituted) will be required to declare whether
you are a citizen or a permanent resident of Singapore or corporation in which citizens or
permanent residents of Singapore or any body corporate constituted under any statute of
Singapore have an interest in the aggregate of more than 50% of the issued share capital of
or interests in such corporations. If you are an approved nominee company, you are required
to declare whether the beneficial owner of the Invitation Shares is a citizen or permanent
resident of Singapore or a corporation (whether incorporated or unincorporated and
wherever incorporated or constituted) in which citizens or permanent residents of Singapore
or any body corporate (whether incorporated or unincorporated and wherever incorporated
or constituted under any statute of Singapore) have an interest in the aggregate of more than
50% of the issued share capital of or interests in such corporation.
(g) Your application must be accompanied by a remittance in Singapore currency for the full
amount payable, in respect of the number of Invitation Shares applied for, in the form of a
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of [] SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your name and
address written clearly on the reverse side. We will not accept applications accompanied by
ANY OTHER FORM OF PAYMENT. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by our Company or the the Issue Manager and Co-Placement Agent for
applications and application monies received.
Monies paid in respect of unsuccessful applications are expected to be returned (without
interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
within 24 hours of ballotting at your own risk. Where your application is rejected or accepted
in part only, the full amount or the balance of the application monies, as the case may be, will
be refunded (without interest or any share of revenue or other benefit arising therefrom) to
you by ordinary post at your own risk within 14 Market Days after the close of the Application
List, provided that the remittance accompanying such application which has been presented
for payment or other processes has been honoured and application monies have been
received in the designated share issue account. In the event that the Invitation is cancelled
by us following the termination of the Management Agreement and/or the Underwriting and
Placement Agreements or the Invitation does not proceed for any reason, the application
monies received will be refunded (without interest or any share of revenue or any other
benefit arising therefrom) to you by ordinary post or telegraphic transfer at your own risk
within 5 Market Days of the termination of the Invitation. In the event that the Invitation is
cancelled by us following the issuance of a stop order by the Authority, the application
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-7
monies received will be refunded (without interest or any share of revenue or other benefit
arising therefrom) to you by ordinary post or telegraphic transfer at your own risk within 14
Market Days from the date of the stop order.
(h) Capitalised terms used in the Application Forms and defined in this Offer Document shall
bear the meanings assigned to them in this Offer Document.
(i) By completing and delivering the Application Form, you agree that:
(i) in consideration of us having distributed the Application Form to you and agreeing to
close the Application List at 12.00 noon on [] 2013 or such other time or date as we
may, in consultation with the Manager, Sponsor, Co-Placement Agents, the Underwriter
decide, and by completing and delivering the Application Form, you agree that:
(aa) your application is irrevocable; and
(bb) your remittance will be honoured on first presentation and that any application
monies returnable may be held pending clearance of your payment without interest
or any share of revenue or other benefit arising therefrom;
(ii) all applications, acceptances and contracts resulting therefrom under the Invitation
shall be governed by and construed in accordance with the laws of Singapore and that
you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(iii) in respect of the Invitation Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and
not otherwise, notwithstanding any remittance being presented for payment by or on our
behalf;
(iv) you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application; and
(v) in making your application, reliance is placed solely on the information contained in this
Offer Document and neither our Company, our Directors, Manager, Sponsor, Co-
Placement Agents, the Underwriter nor any other person involved in the Invitation shall
have any liability for any information not so contained.
Applications for Invitation Shares
(a) Your application for Offer Shares MUST be made using the WHITE Offer Shares Application
Form and WHITE official envelopes A and B. ONLY ONE APPLICATION should be
enclosed in each envelope.
(b) You must:
(i) enclose the WHITE Offer Shares Application Form, duly completed and signed,
together with the correct remittance in accordance with the terms and conditions of this
Offer Document in the WHITE envelope A provided;
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-8
(ii) in the appropriate spaces on WHITE envelope A:
(aa) write your name and address;
(bb) state the number of Offer Shares applied for;
(cc) tick the relevant box to indicate the form of payment; and
(dd) affix adequate Singapore postage;
(iii) SEAL WHITE envelope A;
(iv) write, in the special box provided on the larger WHITE envelope B addressed to []
C/O [], the number of Offer Shares for which the application is made; and
(v) insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B, affix
adequate Singapore postage on WHITE envelope B (if despatching by ordinary post)
and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own
risk to [] C/O [], so as to arrive by 12.00 noon on [] 2013 or such other date and
time as we may, in consultation with Manager, Sponsor, Co-Placement Agents, the
Underwriter, decide. Local Urgent Mail or Registered Post must NOT be used. No
acknowledgement of receipt will be issued for any application or remittance received.
(c) Applications that are illegible, incomplete or incorrectly completed or accompanied by
improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.
Applications for Placement Shares
(a) Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Form. ONLY ONE APPLICATION should be enclosed in each envelope.
(b) The completed BLUE Placement Shares Application Form and your remittance (in
accordance with the terms and conditions of this Offer Document) for the full amount payable
in respect of the number of Placement Shares you have applied for, with your name and
address written clearly on the reverse side, must be enclosed and sealed in an envelope to
be provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR
DELIVERED BY HAND at your own risk to [] C/O [] or such other date and time as we
may, in consultation with the Manager, Sponsor, Co-Placement Agents, the
Underwriter, decide. Local Urgent Mail or Registered Post must NOT be used. No
acknowledgement of receipt will be issued for any application or remittance received.
(c) Applications that are illegible, incomplete or incorrectly completed or accompanied by
improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation are liable to be rejected.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-9
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the
ATM screens (in the case of ATM Electronic Applications) and the IB website screens (in the case
of Internet Electronic Applications) of the relevant Participating Banks. Currently, the UOB Group
and DBS are the only Participating Banks through which Internet Electronic Applications can be
made. For illustration purposes, the procedures for Electronic Applications through the ATMs and
the IB website of the UOB Group are set out respectively in the sections Steps for ATM Electronic
Applications through ATMs of the DBS (including POSB) and Steps for Internet Electronic
Applications through the IB website of DBS (the Steps) appearing on pages F-13 to F-16 of this
Offer Document.
The Steps set out the actions that you must take at an ATM or IB website of UOB to complete an
Electronic Application. Please read carefully the terms of this Offer Document, the Steps and the
terms and conditions for Electronic Applications set out below before making an Electronic
Application. Any reference to you or the applicant in this section titled Additional Terms and
Conditions for Electronic Applications and the Steps shall refer to you making an application for
Offer Shares through an ATM or the IB website of a Participating Bank.
Applicants applying for Offer Shares by way of Electronic Applications may incur an administrative
fee and/or such related charges as stipulated by respective Participating Banks from time to time.
You must have an existing bank account with and be an ATM cardholder of one of the Participating
Banks before you can make an Electronic Application at the ATMs of the relevant Participating
Bank. An ATM card issued by one Participating Bank cannot be used to apply for Offer Shares at
an ATM belonging to other Participating Banks. Upon the completion of your ATM Electronic
Application transaction, you will receive an ATM transaction slip (Transaction Record)
confirming the details of your Electronic Application. The Transaction Record is for your retention
and should not be submitted with any printed Application Form.
You must ensure that you enter your own Securities Account number when using the ATM
card issued to you in your own name. If you fail to use your own ATM card or do not key
in your own Securities Account number, your application will be rejected. If you operate a
joint bank account with any of the Participating Banks, you must ensure that you enter your
own Securities Account number when using the ATM card issued to you in your own name.
Using your own Securities Account number with an ATM card which is not issued to you in
your own name will render your Electronic Application liable to be rejected.
For an Internet Electronic Application, you must have a bank account with and a User
Identification ID (User ID) and a Personal Identification Number (PIN) given by the relevant
Participating Banks. Upon completion of your Internet Electronic Application through the IB
website of DBS, there will be an onscreen confirmation (Confirmation Screen) of the
application which can be printed out by you for your record. This printed record of the Confirmation
Screen is for your retention and should not be submitted with any printed Application Form.
You must ensure, when making an Internet Electronic Application, that your mailing address
selected for application is in Singapore and the application is being made in Singapore and you
will be asked to declare accordingly. Otherwise, your application is liable to be rejected. You shall
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-10
make an Electronic Application on the terms, and subject to the conditions, of this Offer Document
including but not limited to the terms and conditions appearing below and those set out under this
section as well as the Memorandum of Association and Articles of our Company.
(a) In connection with your Electronic Application, you are required to confirm statements to the
following effect in the course of activating the ATM or the IB website for your Electronic
Application:
(i) that you have received a copy of this Offer Document (in the case of ATM
Electronic Applications only) and have read, understood and agreed to all the
terms and conditions of application for Offer Shares and this Offer Document
prior to effecting the Electronic Application and agree to be bound by the same;
(ii) that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and
share application amount (the Relevant Particulars) from your account with the
relevant Participating Bank to the Share Registrar, the SGX-ST, CDP, SCCS, the
Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter (the
Relevant Parties); and
(iii) that this is your only application and it is made in your own name and at your own
risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction in the ATM or on the IB website unless you press the Enter or OK or Confirm
or Yes or any other relevant key on the ATM or click Confirm or OK or Submit or
Continue or Yes or any other relevant button on the IB website. By doing so, you shall be
treated as signifying your confirmation of each of the above three statements. In respect of
statement 1(ii) above, your confirmation, by pressing the Enter or OK or Confirm or Yes
or any other relevant key, shall signify and shall be treated as your written permission, given
in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act
(Chapter 19) of Singapore to the disclosure by that Participating Bank of the Relevant
Particulars to the Relevant Parties.
(b) BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT
APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT
ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE
BY YOU AS BENEFICIAL OWNER.
YOU SHALL MAKE ONLY ONE ELECTRONIC APPLICATION AND SHALL NOT MAKE
ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT AN ATM OR THE IB
WEBSITE (IF ANY) OF ANY PARTICIPATING BANK OR ON AN APPLICATION FORM. IF
YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN APPLICATION FORM,
YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION AND VICE VERSA.
(c) You must have sufficient funds in your bank account with your Participating Bank at the time
you make your Electronic Application, failing which your Electronic Application will not be
completed.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-11
Any Electronic Application which does not conform strictly to the instructions set out
on the screens of the ATM or IB website through which your Electronic Application is
being made shall be rejected.
You may make an ATM Electronic Application at an ATM of any Participating Bank or an
Internet Electronic Application at the IB website of a relevant Participating Bank for Offer
Shares using cash only by authorising such Participating Bank to deduct the full amount
payable from your account with such Participating Bank.
(d) You irrevocably agree and undertake to subscribe for and/or purchase the number of Offer
Shares applied for as stated on the Transaction Record or the Confirmation Screen or any
lesser number of Offer Shares that may be allotted to you in respect of your Electronic
Application. In the event that we decide to allot or allocate any lesser number of such Offer
Shares or not to allot or allocate any Offer Shares to you, you agree to accept such decision
as final. If your Electronic Application is successful, your confirmation (by your action of
pressing the Enter or OK or Confirm or Yes or any other relevant key on the ATM or
clicking Confirm or OK or any other relevant key on the IB website screen) of the number
of Offer Shares applied for shall signify and shall be treated as your acceptance of the
number of Offer Shares that may be allotted to you and your agreement to be bound by the
Memorandum of Association and Articles of our Company.
(e) We will not keep any applications in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application monies will be refunded (without interest or
any share of revenue or other benefit arising therefrom) in Singapore currency to you by
being automatically credited to your account with your Participating Bank within 24 hours
after balloting, provided that the remittance in respect of such application which has been
presented for payment or other processes has been honoured and the application monies
have been received in the designated share issue account. Trading on a WHEN ISSUED
basis, if applicable, is expected to commence after such refund has been made.
Where your Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application monies, as the case may be, will be refunded in Singapore
currency (without interest or any share of revenue or other benefit arising therefrom) to you
by being automatically credited to your account with your Participating Bank within 14 days
after the close of the Application List, provided that the remittance in respect of such
application which has been presented for payment or other processes has been honoured
and the application monies have been received in the designated share issue account.
Responsibility for timely refund of application monies arising from unsuccessful or partially
unsuccessful Electronic Applications lies solely with the respective Participating Banks.
Therefore, you are strongly advised to consult your Participating Bank as to the status of your
Electronic Application and/or the refund of any monies to you from an unsuccessful or
partially successful Electronic Application, to determine the exact number of Offer Shares
allotted to you before trading the Offer Shares on the SGX-ST. None of the SGX-ST, the CDP,
the SCCS, the Participating Banks, our Company, our Directors, the Manager, Sponsor,
Co-Placement Agents and the Underwriter assumes any responsibility for any loss that may
be incurred as a result of you having to cover any net sell positions or from buy-in procedures
activated by the SGX-ST.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
J-12
(f) If your Electronic Application is made through the ATMs of [DBS (including POSB), OCBC
Bank or the UOB Group], and is unsuccessful, no notification will be sent by the relevant
Participating Banks.
If your Internet Electronic Application made through the IB websites of DBS or UOB Group
is unsuccessful, no notification will be sent by such Participating Bank.
If you make an Electronic Application through an ATM or the IB website of one of the following
Participating Banks, you may check the provisional results of your Electronic Application as
follows:
Bank Telephone Available at
Operating
Hours
Service
expected from
[DBS] [1800 339 6666
(for POSB
account
holders) 1800
111 1111 (for
DBS account
holders)]
[Internet Banking
http://www.dbs.com
(1)
]
24 hours Evening of the
balloting day
[UOB Group] [1800 222
2121]
[ATM (Other Transactions
IPO Enquiry)]
ATM/Phone
Banking
24 hours
Evening of the
balloting day
[http://www.uobgroup.com
(1) (2)]
Internet
Banking
24 hours
Evening of the
balloting day
[OCBC] [1800 363
3333]
[ATM/PhoneBanking/
Internet Banking/
http://www.ocbc.com
(3)
]
ATM/Phone
Banking
24 hours
Evening of the
balloting day
[Notes:
(1) If you make your Internet Electronic Applications through the IB website of DBS or UOB Group, you
may check the result through the same channels listed in the table above in relation to ATM Electronic
Applications made at ATMs of DBS or UOB Group.
(2) If you make your Electronic Application through the ATMs or IB website of UOB Group, you may check
the results of your application through UOB Personal UniBanking, UOB Group ATMs or UOB
PhoneBanking Services.
(3) If your make your Electronic Application through the ATMs of OCBC Bank, you may check the result of
your application through the same channels listed in the table above.
(g) Electronic Applications shall close at 12.00 noon on [] 2013 or such other time or date
as our Company may, in consultation with the Manager, Sponsor, Co-Placement
Agents and the Underwriter, decide. All Internet Electronic Applications must be
received by 12.00 noon on [] 2013. Subject to paragraph (j) below, an Internet Electronic
Application is deemed to be received when it enters the designated information system of the
relevant Participating Bank.]
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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(h) We do not recognise the existence of a trust. Any Electronic Application by a trustee must be
made in your own name and without qualification. We will reject any application by any
person acting as nominee, except those made by approved nominee companies only.
(i) You are deemed to have irrevocably requested and authorised us to:
(i) register the Offer Shares allotted to you in the name of CDP for deposit into your
Securities Account;
(ii) send the relevant Share certificate(s) to CDP;
(iii) return or refund (without interest or any share of revenue or other benefit arising
therefrom) the application monies in Singapore currency, should your Electronic
Application be rejected, by automatically crediting your bank account with your
Participating Bank with the relevant amount within 24 hours of balloting; and
(iv) return or refund (without interest or any share of revenue or other benefit arising
therefrom) the balance of the application monies in Singapore currency, should your
Electronic Application be accepted in part only, by automatically crediting your bank
account with your Participating Bank with the relevant amount within 14 days after the
close of the Application List.
(j) You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of
God and other events beyond the control of the Participating Banks, our Company and the
Manager, Sponsor, Co-Placement Agents and the Underwriter and if, in any such event, we,
the Manager, Sponsor, Co-Placement Agents and the Underwriter and/or the relevant
Participating Bank do not record or receive your Electronic Application, or data relating to
your Electronic Application or the tape containing such data is lost, corrupted, destroyed or
not otherwise accessible, whether wholly or partially for whatever reason, you shall be
deemed not to have made an Electronic Application and you shall have no claim whatsoever
against us, the Manager, Sponsor, Co-Placement Agents, the Underwriter and/or the relevant
Participating Bank for the Offer Shares applied for or for any compensation, loss or damage.
(k) All your particulars in the records of your Participating Bank at the time you make your
Electronic Application shall be deemed to be true and correct and your Participating Bank
and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been
any change in your particulars after making your Electronic Application, you shall promptly
notify your Participating Bank.
(l) You should ensure that your personal particulars as recorded by both CDP and the
relevant Participating Bank are correct and identical; otherwise, your Electronic
Application is liable to be rejected. You should promptly inform CDP of any change in
address, failing which the notification letter on successful allotment will be sent to your
address last registered with CDP.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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(m) By making and completing an Electronic Application, you are deemed to have agreed that:
(i) In consideration of our Company making available the Electronic Application facility
through the ATMs of the Participating Banks acting as our agents, at the ATMs and the
IB websites (if any):
(aa) your Electronic Application is irrevocable; and
(bb) your Electronic Application, our acceptance and the contract resulting therefrom
under the Invitation shall be governed by and construed in accordance with the
laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of
the Singapore courts;
(ii) none of our Company, our Directors, the Manager, Sponsor, Co-Placement Agents and
the Underwriter or the Participating Banks shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating
to your Electronic Application to our Company or CDP due to breakdowns or failure of
transmission, delivery or communication facilities or any risks referred to in paragraph
(j) above or to any cause beyond their respective controls;
(iii) in respect of Offer Shares for which your Electronic Application has been successfully
completed and not rejected, acceptance of your Electronic Application shall be
constituted by written notification by or on behalf of our Company and not otherwise,
notwithstanding any payment received by or on behalf of our Company;
(iv) you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application; and
(v) in making your application, reliance is placed solely on information contained in this
Offer Document and that none of the Company, the Manager, Sponsor, Co-Placement
Agents and the Underwriter nor any other person involved in the Invitation shall have
any liability for any information not so contained.
The instructions for Electronic Applications will appear on the ATM screens and the IB website
screens of the respective Participating Banks. For illustrative purposes, the steps for making an
Electronic Application through the ATMs or IB website of UOB Group are shown below.
Instructions for Electronic Applications appearing on the ATM screens and the IB website screens
(if any) of the relevant Participating Banks (other than UOB Group) may differ from that
represented below.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
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STEPS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OF THE
UOB GROUP
The instructions for Electronic Applications will appear on the ATM screens and the IB website
screens of the respective Participating Banks. For illustrative purposes, the steps for making an
Electronic Application through the ATMs or IB website of UOB Group are shown below.
Instructions for Electronic Applications appearing on the ATM screens and the IB website screens
(if any) of the relevant Participating Banks (other than UOB Group) may differ from that
represented below.
Owing to space constraints on UOB Groups ATM screens, the following terms will appear in
abbreviated form:
& : and
A/C and A/CS : Account and Accounts, respectively
ADDR : Address
AMT : Amount
APPLN : Application
CDP : The Central Depository (Pte) Limited
CPF : Central Provident Fund Board
CPFINVT A/C : CPF Investment Account
ESA : Electronic Share Application
IC/PSSPT : NRIC or Passport Number
NO or NO. : Number
PERSONAL NO : Personal Identification Number
REGISTRARS : Share Registrars
SCCS : Securities Clearing & Computer Services (Pte) Ltd
UOB/ICB CPFIS : UOB or ICB CPF Investment Scheme
YR : Your
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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Steps for Electronic Application through the ATMs of UOB Group
Step 1 : Insert your personal Unicard, Uniplus card or UOB Visa/Master card and key in
your personal identification number.
2 : Select CASH CARD/OTHER TRANSACTIONS.
3 : Select SECURITIES APPLICATION.
4 : Select the share counter which you wish to apply for.
5 : Read and understand the following statements which will appear on the screen:
THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE
MADE IN, OR ACCOMPANIED BY, A COPY OF THE OFFER
DOCUMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS.
ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF
SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE
MANNER SET OUT IN THE OFFER DOCUMENT/DOCUMENT OR
SUPPLEMENTARY DOCUMENTS
(Press ENTER to continue)
PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHERE
YOU CAN OBTAIN A COPY OF THE OFFER DOCUMENT/DOCUMENT OR
SUPPLEMENTARY DOCUMENT
WHERE APPLICABLE, A COPY OF THE OFFER DOCUMENT/DOCUMENT
OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND
REGISTERED BY THE SGX-ST WHO ASSUMES NO RESPONSIBILITY
FOR THE CONTENTS OF THE OFFER DOCUMENT/DOCUMENT OR
SUPPLEMENTARY DOCUMENT
(Please press ENTER key to confirm that you have read and understood the
above statements.)
6 : Read and understand the following terms which will appear on the screen:
YOU HAVE READ, UNDERSTOOD & AGREED TO ALL THE TERMS OF
THE OFFER DOCUMENT/DOCUMENTS/SUPPLEMENTARY DOCUMENT
& THIS ELECTRONIC APPLICATION YOU CONSENT TO DISCLOSE YR
NAME, IC/PSSPT, NATIONALITY, ADDR, APPLN AMT, CPFINVT A/C NO &
CDP A/C NO FROM YOUR A/CS TO CDP, CPF, SCCS, REGISTRARS,
SGX-ST AND ISSUER THIS IS YOUR ONLY FIXED PRICE APPLN & IS IN
YOUR NAME & AT YR RISK
(Please press ENTER to confirm)
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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7 : Screen will display:
NRIC/Passport No. XXXXXXXXXXXX
IF YOUR NRIC NO/PASSPORT NO IS INCORRECT, PLEASE CANCEL THE
TRANSACTION AND NOTIFY THE BRANCH PERSONALLY.
(Press CANCEL or CONFIRM)
8 : Select mode of payment i.e. CASH ONLY. You will be prompted to select Cash
Account type to debit (i.e., CURRENT ACCOUNT/I-ACCOUNT, CAMPUS
OR SAVINGS ACCOUNT/TX ACCOUNT). Should you have a few accounts
linked to your ATM card, a list of linked account numbers will be displayed for
you to select.
9 : After you have selected the account, your Securities Account number will be
displayed for you to confirm or change. (This screen with your Securities
Account number will be shown for applicants whose Securities Account number
is already stored in the ATM system of UOB). For an applicant who is using
UOBs ATM for the first time to apply for Shares, the Securities Account number
will not be stored in the ATM system of UOB, and the following screen will be
displayed for your input of your Securities Account number.
10 : Read and understand the following terms which will appear on the screen:
1. PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHER
THIRD PARTIES
2. PLEASE USE YOUR OWN ATM CARD
3. DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OR
OTHER THIRD PARTIES
4. KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX
5. PRESS ENTER KEY
11 : Key in your Securities Account number (12 digits) and press the ENTER key.
12 : Select your nationality status.
13 : Key in the number of Shares you wish to apply for and press the ENTER key.
14 : Check the details of your Electronic Application on the screen and press
ENTER key to confirm your Electronic Application.
15 : Select NO if you do not wish to make any further transactions and remove the
Transaction Record. You should keep the Transaction Record for your own
reference only.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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Owing to space constraints on UOB Groups IB website screens, the following terms will appear
in abbreviated form:
CDP : The Central Depository (Pte) Limited
CPF : The Central Provident Fund
NRIC or I/C : National Registration Identity Card
PR : Permanent resident
SGD or $ : Singapore Dollars
SCCS : Securities Clearing & Computer Services (Pte) Ltd
SGX : Singapore Exchange Securities Trading Limited
Steps for Internet Electronic Application through the IB website of UOB Group
Step 1 : Connect to UOB website at http://www.uobgroup.com.
2 : Locate the Login icon on the top left hand corner next to Internet Banking.
3 : Click on Login and at the drop list select UOB Personal Internet Banking.
4 : Enter your Username and Password and click Submit.
5 : Select Investment Services (IPO Application should be the default
transaction that appears, if not click IPO Application).
6 : Read the IMPORTANT notice and complete the declarations found on the
bottom of the page by answering Yes/No to the questions.
7 : Click Continue.
8 : Select your country of residence (you must be residing in Singapore to apply),
and click Continue.
9 : Select the IPO counter from the drop list (if there are concurrent IPOs), and
click Continue.
10 : Check the share counter and select the mode of payment and account
number to debit and click on Continue.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
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11 : Read the important instructions and click on Confirm to confirm that:
1. You have read, understood and agreed to all the terms and
conditions of this application and Offer Document/Document or
Supplementary Document.
2. You consent to disclose your name, NRIC or passport number,
address, nationality, Securities Account number, CPF Investment
Account number (if applicable), and application details to the share
registrars, CDP, SGXST, SCCS, CPF Board, issuer.
3. This application is made in your own name, for your own account
and at your own risk.
4. For Fixed/MAX price share application, this is your only
application. For Tender price share application, this is your only
application for at the selected tender price.
5. For FOREIGN CURRENCY securities, subject to the terms of the
issue, please note the following: The application monies will be
debited from your bank account in S$, based on the banks
prevailing board rates at the time of application. The different
prevailing board rates at the time of the application and at the time
of refund of application monies may result in either a foreign
exchange profit or loss, or application monies may be debited and
refunds credited in S$ at the same exchange rate.
6. For 1st-Come-1st Serve securities, the number of securities applied
for may be reduced, subject to the availability at the point of
application.
12 : Check your personal details, details of the share counter you wish to apply for
and account to debit.
Select: (a) Nationality
Enter: (b) your Securities Account number; and
(c) the number of Shares applied for.
Click Submit
13 : Check your personal particulars (name, NRIC/Passport number and
nationality), details of the share counter you wish to apply for, Securities
Account number, account to debit and number of shares applied for.
14 : Click Confirm, Edit or Cancel.
15 : Print the Confirmation Screen (optional) for your reference and retention only.
APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE
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