Business Combination of Petroamerica Oil Corp. and PetroNova...

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

Transcript of Business Combination of Petroamerica Oil Corp. and PetroNova...

Page 1: Business Combination of Petroamerica Oil Corp. and PetroNova Inc.s1.q4cdn.com/071829534/files/PNA-Acquisition-Presentation-June-2015.pdf · 3 Key Attributes of PetroNova The acquisition

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June 15, 2015

Business Combination of

Petroamerica Oil Corp. and PetroNova Inc.

Page 2: Business Combination of Petroamerica Oil Corp. and PetroNova Inc.s1.q4cdn.com/071829534/files/PNA-Acquisition-Presentation-June-2015.pdf · 3 Key Attributes of PetroNova The acquisition

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EL PORTON

El EDEN

LOS OCARROS

LLA-10

BALAY

ALEA 1947

SURORIENTE

ALEA 1848

PUT 7

LLA-19

PUT 31

PetroNova’s portfolio is highly complementary to Petroamerica’s existing asset base, bringing reserves, near-term reserve growth potential, operatorship (of two blocks) and significant exploration upside, including one of the largest undrilled foothills structures covered by 3D seismic in Colombia.

It further consolidates Petroamerica’s land position in the prolific N-sand play in the Putumayo Basin with a 100% operated W.I. position in the PUT-2 block, and provides exposure to a world class medium to heavy oil play in the Eastern Llanos Basin,with two blocks abutting the significant oil fields of Rubiales, Quifa and Caracara.

Complementary Asset Base

PetroNova acquisition

PUT 2 - 75% W.I. Operator

CPO 7

20% W.I.

CPO 13

20% W.I.TINIGUA

40% W.I.

Operator

“This acquisition is in line with the implementation of Petroamerica’s strategy, which complements exploration and development growth with focused M&A activity”

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Acquisition Summary

• Acquisition to be completed by way of Plan of Arrangement (the “Arrangement”)

• 0.85 Petroamerica Shares offered for each PetroNova Share

• Based on Petroamerica’s closing price of CDN$0.115 per share on June 12, 2015, the Exchange Ratio reflects a value of CDN$0.098 per PetroNova Share representing a 15% premium over PetroNova’s closing price on June 12, 2015 of CDN$0.085 and a 45% premium over PetroNova's 10-day VWAP

• All unexercised PetroNova Options will be cancelled or terminated, and all PetroNova Warrants will maintain their economic equivalency after giving effect to the Arrangement

• Petroamerica anticipates issuing 216 MM shares to PetroNova, increasing Petroamerica’s basic share count to 1.089 BN. Petroamerica’s intention is to implement the 10 for 1 share consolidation post closing

• Assume $1.6 MM of PetroNova’s net debt exclusive of transaction costs

• All directors and officers of PetroNova and some major shareholders of PetroNova, representing an aggregate of 19.2% of the issued and outstanding PetroNova Shares, have entered into voting support agreements with Petroamerica

• Reciprocal break fee of $1.8 MM

• Petroamerica has a right of first refusal on superior bid

• Closing Date expected to occur on or about July 29, 2015

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Key Attributes of PetroNova

The acquisition results in significant strategic, financial and operational benefits, as well as medium to long-term growth potential for all shareholders.

• PetroNova operates and holds a 75% and 40% W.I. in the PUT-2 and Tinigua blocks in the Caguán-Putumayo basin of Colombia and holds a 20% non-operated W.I. in both the CPO-7 and CPO-13 blocks in the Eastern Llanos basin in Colombia.

• 2P reserves W.I. (before royalty) of 6.3 MMbbls1 (after royalty 3.5 MMbbls) with before-tax NPV (discounted at 10%) of $67.2 million.

• All four of PetroNova’s blocks have environmental licences in place.

• PetroNova has exposure to 1.3 million gross acres in Colombia with an extensive portfolio of drill-ready prospects.

• PetroNova farmed out a 50% working interest in the Tinigua block to a wholly owned subsidiary of Pacific Rubiales for $12.5 million in back costs and Pacific Rubiales will carry the cost of drilling, completing, and testing of up to two wells for up to $19 million. Pacific Rubiales will also fund the cost of two additional wells for $14 million, to be paid back from PetroNova future production from these wells.

• PetroNova holds a 75% operated W.I. in the PUT-2 block (Petroamerica holding the other 25% working interest) which holds multiple N-sand prospects and leads.

• The CPO-13 block is adjacent to the prolific Rubiales and Quifa heavy oil fields and the heavy oil trend has been confirmed to extend onto PetroNova’s block.

• PetroNova’s production during the month of May 2015 averaged 304 bbls/d of oil to PetroNova’s W.I. from two discoveries in the Llanos basin.

• PetroNova assets have minimal near-term commitments and are unencumbered.

Please refer to Footnotes and Abbreviations at the end of this presentation.

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Strategic Benefits for PetroNova Shareholders

PetroNova Shareholders are well-positioned in a stronger, more liquid company which has the ability to capitalize on the combined asset base.

• PetroNova’s blocks come with minimal near-term commitments. Given that Petroamerica is currently debt free, the combined company should find itself better positioned to leverage the additional reserves in a debt market that continues to improve.

• PetroNova shareholders will now be a part of a company that has increased liquidity and the capital structure which positions it for future growth

• With no debt outstanding and a robust reserve base, Petroamerica will look to accelerate future development and unlock value through cash-on-hand, future cash flow, and the debt capital markets for appraisal and development funding.

• Petroamerica has independent analyst coverage from seven different investment banks.

Please refer to Footnotes and Abbreviations at the end of this presentation.

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ALEA 1947

SURORIENTE

ALEA

1848

PUT 2

PUT 7

PUT 31PUTUMAYO

EL PORTON

El EDEN

LOS

OCARROS

LLA-10

BALAY

LLA-19

LLANOS

Petroamerica - Colombia Focus

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• 12 blocks with over 1 million gross acres equally split between the Llanos and Putumayo basins

o Several new discoveries and exceptionalexploration upside

- Llanos low-side fault closure play

- Dominant land position in the Putumayo N Sand oil play

• 2P reserves base equally divided between Llanos & Putumayo basins

• Diversified production base with production equally split between Llanos and Putumayo basins

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0

1000

0%

100%

17-Dec 19-Dec 21-Dec 23-Dec 25-Dec 27-Dec 29-Dec 31-Dec

Petroamerica –Langur– A promising New Discovery

Gacheta C

Edge water

drive

Langur-1

Tierra Blanca Structure

Exploration Lead

Field

Oil Well

Well

Fault

LLA-19 (50% WI)8

• Langur-1X discovery – December 2014

o 14.5 feet of net pay

o Stabilized flow rate of 760 bopd of 24° API oil with

a steadily declining water cut (26% at the end of the test)

• Establishes new Gacheta low side closure play type over land position

• Opens up follow-on drilling opportunities

o Langur-2 appraisal well (Q1 2015)

o Tierra Blanca prospect de-risked by Tierra Blanca-1 (1986)

o Additional prospects identified along trend on 3D seismic

Tierra

Blanca-

1

(1986)

LLA-19

Langur-1

Langur-1 Test Results

Low-side Fault

Closure Play

26% Water Cut

Oil

LLA-19

A

A

A’

A’

bopd

% w

ate

r C

ut

1000

500

0

100%

50%

0 %

Decreasing Water Cut

Please refer to Footnotes and Abbreviations at the end of this presentation.

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Petroamerica –Putumayo Upside - Dominating the N Sand Play

• N Sand play is a repeatable, seismically driven amplitude play

• Initially proved in Ecuador (1990s), not pursued in Colombia due to security situation

• Play extension into Colombia proved by Cohembi (2008) and repeatability proved by Quinde discoveries

• Quinde East discovery proved pure stratigraphic trapping concept

• Petroamerica has captured a leading land position in the play, with over 485,000 gross prospective acres.

• Pmean working interest prospective N Sand resources of 54 MMbbls9 unrisked, 27 MMbbls10 risked, on Petroamerica’s acreage

• 4 drill-ready prospects, deferred pending oil price recovery

ALEA 1947

SURORIENTE

PUT-2

20 km

PUT-31

Cohembi NorthSanta Maria

PUT 7

Exploration Lead

Exploration Prospect

Field

3D Seismic Existing

Fault

Future Well

Diamante

Trampa Mixta

ALEA 1848

Please refer to Footnotes and Abbreviations at the end of this presentation.

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Petroamerica –Llanos Fields-Development Activity

Las Maracas (50% WI)Fully Developed

• Stacked reservoirs Une, Gacheta & Mirador

• Light 29-37° API oil

• Managing field decline by workovers and water disposal optimization

• Cost control – purchase La Casona gas to lower power generation costs for water injection

La Casona (40% WI)

• Light oil/condensate, Mirador, Gacheta & Une reservoirs. Oil rim potential identified

• 2 wells & 4.5 MMcfd gas compression facility

LM-6

LM-7

LM-9

LM-5

LM-4

LM-3

LM-1

LM-8

LM-2

LM-11 LM-10

LM-12

LM-15

LM-14

LM-2ST1

LM-16LM-13

W

W

Gacheta

Producing Well

Water Injector

Surface pad

Fault

RumiEL EDEN

EL PORTON

LLA-19

Las Maracas

10 KM

LOS OCARROS

Exploration Lead

Exploration Prospect

Field

3D Seismic Existing

FaultLLA-19

La Casona

3 KM

Please refer to Footnotes and Abbreviations at the end of this presentation.

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Petroamerica –Putumayo Fields – Development Activity

Cohembi

5 km

Santa Maria

PUT-7

Quinde

East

Quinde

West

Exploration Lead

Exploration Prospect

Field

3D Seismic Existing

Fault

Oil wellsDrilling locations

SURORIENTE

Please refer to Footnotes and Abbreviations at the end of this presentation.

Suroriente (15.8% WI) Cohembi Field

• 125 MMbls of Oil-in-Place11

• Expected ultimate recovery factor 24%11 (2P)

• Successful waterflood• Deferral of development drilling pending oil

price recovery – review mid-year

• Up to 10 potential drilling locations

Quinde East/West Fields

• 36 MMbls of Oil-in-Place11

• Expected ultimate recovery factor 24%11 (2P)

• Deferral of development drilling pending oil price recovery – review mid-year

• Up to 4 additional development locations

PUT-7 (50% WI) Cumplidor (formerly Santa Maria)

• Quinde seismic anomaly extends into PUT-7 • Estimated 40 MMbbls11 in place

• Apply learnings from Quinde (15.8% WI) to Cumplidor (50% WI)

• Up to 4 additional drilling locations

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PetroNova – Tinigua Block Summary

• Operated by PetroNova with 40% W.I., ANH contract with a 0% X factor

• Pacific Rubiales farmed in for 50% and will carry

the well costs for up to 4 wells for up to $33 MM

o Phase 1: Rubiales assumes up to $19 MM of the capex for the 1st and 2nd exploratory wells, of up to $12 MM and up to $7 MM, respectively.

o Rubiales has right to withdrawal after the 1st exploratory well

o Phase 2: Rubiales will assume up to $14 MM of the capex for each of the 3rd and 4th exploratory wells ($7 MM each well)

• 109 km2 3D seismic program confirmed the Tinigua prospect and also identified an additional attractive lead (Caimo)

• Tinigua prospect is a large faulted anticlinal trapwith an areal extension of ~15 km2

• Three reservoir target zones totaling over 1,000 ft. potential pay thickness.

• Plan to spud the 1st Tinigua exploration well in 1H 2016, fully licensed and permitted for 20 wells

Please refer to Footnotes and Abbreviations at the end of this presentation.

Mirador Depth Structural Map

Caimo Lead

Tinigua

Prospect

LLANOS BASIN

CAGUAN-PUTUMAYO BASIN

BOPD: 2012 production

TINIGUA Block

Transition Zone (Mirador & Upper Cretaceous)

BOPD API (°)C Apiay 13,596 9-17;24.6

D Chichimene 43,477 9-11; 17-24.2

E Castilla 111,550 10-13

Foreland Zone (Carbonera, Mirador & Upper Cretaceous)

BOPD API (°)F Guaitiquia 5,578 44;14

G Corcel 5,514 26.4-28;19-31

Capella Field Heavy Oil Trend (Mirador & Upper Cretaceous)

BOPD API (°)M Capella; 412 10.5-14

C

D

E

FG

M

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PetroNova - PUT-2 Block Summary

• PUT-2 block is operated by PetroNova with 75% W.I., ANH contract with a 1% X factor

• Acquisition consolidates Petroamerica’s W.I. to 100%

• 10 prospects identified on the block, including both conventional structural targets and stratigraphic “N” Sand targets

• Drill-ready N-Sand prospect Halcon Negro on 3D seismic

• Numerous leads identified on the block

• 2 well commitment by July 2017 (2nd Phase)

PUT-2

PUT-31

PUT-7

ALEA 1947c

Suroriente

ALEA 1948a

PTA BlocksPNA Blocks

Quinde FieldCohem

bi Field

Orito Field

5 km

NororienteBlock

Exploration Lead

Exploration Prospect

3D Seismic

Oil Well

Fault

Canelo

Trend

Cedrillo

Leads

Halcon Negro

Lead B

5 km

Central area

PUT-2

Please refer to Footnotes and Abbreviations at the end of this presentation.

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Atarraya

PetroNova – CPO-13 and CPO-7 Blocks

• PetroNova holds a 20% W.I. in both the CPO‐13 and CPO‐7 Blocks (Operator: Tecpetrol 80% W.I.)

• More than 1,600 km of 2D seismic acquired

• Three discoveries to‐date:

o Pendare (CPO‐13)

o Tillava (CPO‐13)

o Atarraya (CPO‐7)

• Evaluating extended production tests and interpreting 3D seismic to develop discoveries

• Producing 304 bbls/d to PNA W.I. (May 2015)

• 2P reserves of 6.3 MMbbls1

Caracara

40 MMbbl 2P Reserves22;

18.4 Mbbl/d as at 20133

Ocelote

15 Mbbl/d at 20133

Sabanero

20 MMBoe

2P Reserves5

at Dec. 2012

Rubiales4

Production: 192 Mbbl/d total gross field

(65 Mbbl/d net) at Q1 2014

Quifa SW4

Production: 53 Mbbl/d total gross field (22

Mbbl/d net) at Q1 2014

Exploration Prospect

Field

Fault

Pipeline

Production Area

CPE-6

63 MMbbl certified 2P Reserves4

CPO -13 Prize is exposure to

large upside reserves by

extending Quifa S.W. field into

CPO-13. Field has been

successfully drilled right up to

license boundary.

Caño Sur Este

22.4 MMbbl 1P Reserves6

Production: 1.7 Mbbl/d Nov. 2013;

25 Mbbl/d to Q2 2016

Cajua

116 MMBoe

2P Reserves5

at Dec. 2012

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PetroNova – CPO-13 Block Summary

• Pendare Discovery and Trend

o Producing 147 bopd, 13.6° API, to PNA’s W.I. (May 2015)

o 2P reserves of 5.3 MMbbls1

o 2D/3D seismic, results of Pendare‐6 and Caño Sur block to the east suggest larger trend.

o Upgrade facilities to increase production, conduct extended test of lower sand in Pendare-6 and continue to delineate discovery

• Tillava Discovery (Quifa SW Extension)

o Recently completed two well drilling campaign: Tillava Este‐1 and Tillava Sur‐1

o Tillava Este‐1: logs indicated 23 ft. of net oil pay, but high water cut obtained during initial test, origin of water intrusion is being interpreted

o Tillava Sur‐1: logs indicated 12 ft. of net oil pay, but high water cut obtained during initial test, alternatives being considered to re-test the well

o Phase 2 commitments met, Phase 2 expires July 2017

Please refer to Footnotes and Abbreviations at the end of this presentation

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PetroNova – CPO-7 Block Summary

• Atarraya Discovery

o Producing 157 bopd, 23° API, to PNA’s W.I. from 2 wells (May 2015)

o 2P reserves of 1.1 MMbbls1

o Complete 3D seismic interpretation of the Atarraya discovery

o Complete 2D seismic interpretation on the rest of the Block

o Identify step out opportunities to appraise the Atarraya accumulation

o 1 well commitment remaining in Phase 2, Phase 2 expires July 2016

Please refer to Footnotes and Abbreviations at the end of this presentation

Atarraya Field

A

E

Ocelote Field

01

2

Caracara

Rubiales

CPO-7 Block

Quifa Block

Quifa NorthJ

CPO-13 Block

3D Seismic Survey (2014) 105km² (processing in progress)

2D Seismic Acquisition (2012) 305 km

2D Seismic Acquisition (2009-2010) 729 km

2D Seismic Data Pack (2008) 1325 km

Field

Exploration Prospects

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Benefits of the Transaction

• Operatorship – PetroNova operates both the Tinigua and PUT-2 blocks

• Adds a Material Catalyst – The first well in the Tinigua block is expected to spud in the first half of 2016 targeting a high impact prospect defined by 3D seismic where PetroNova will be carried by Pacific Rubiales for the cost of drilling, completing the testing the well.

• Consolidate PUT-2 Interest – The transaction would consolidate Petroamerica’s W.I. in the PUT-2 block to 100%, providing further exposure to the prolific N-sand oil play in the Putumayo Basin.

• Enhance Reserves – PetroNova’s 6.3 MMbbls1 of 2P reserves (W.I. before royalty), consisting of 17% light/medium oil and 83% heavy oil, increases Petroamerica’s before royalty W.I. reserve base7 by 78% to 14.5 MMboe consisting of 63% light/medium oil, 36% heavy oil, and 1% natural gas (after royalty – 10.8 MMboe) with before-tax NPV (discounted at 10%) of $228.1 MM as at December 31, 2014.

• Extends Reserve Life – The addition of PetroNova’s discoveries significantly improve Petroamerica’s reserve life index.

• Rounds Out Prospect Inventory – Transaction adds a number of exciting exploration prospects, leads and new plays with significant resource exposure providing ample running room to support future reserves and production growth.

• Strengthens Borrowing Base – With no debt outstanding and a robust reserve base, Petroamerica will look to accelerate future development and unlock value through cash-on-hand, future cash flow, and the debt capital markets.

Please refer to Footnotes and Abbreviations at the end of this presentation

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This presentation includes information that constitutes “forward-looking information” or “forward-looking statements”. More particularly, this presentation contains statements concerning expectations regarding the timing and successful completion of the Arrangement, cash flow, business strategy, priorities and plans, expected production, the evaluation of certain prospects in which Petroamerica will hold an interest following the completion of the Arrangement, estimated number of drilling locations, expected capital program (including its allocation), production growth, reserves growth, exploration upside, the receipt of and the timing of receipt of environmental licenses, the ability of Petroamerica to sell its crude volume and other statements, expectations, beliefs, goals, objectives assumptions and information about possible future events, conditions, results of operations or performance. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Business priorities disclosed herein are objectives only and their achievement cannot be guaranteed.

Material risk factors include, but are not limited to: the inability to obtain regulatory approval for any operational activities, inability to get all necessary approvals for completion of the Arrangement, the risks of the oil and gas industry in general, such as operational risks in exploring for, developing and producing crude oil and natural gas, market demand and unpredictable shortages of equipment and/or labour; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates and interest rates, and reliance on industry partners and other factors, many of which are beyond the control of Petroamerica. You can find an additional discussion of those assumptions, risks and uncertainties in Petroamerica’s and PetroNova’s Canadian securities filings.

Neither Petroamerica, PetroNova nor any of their respective subsidiaries nor any of their respective officers, directors or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor do any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments.

Readers should also note that even if the drilling program as proposed by Petroamerica is successful, there are many factors that could result in production levels being less than anticipated or targeted, including without limitation, greater than anticipated declines in existing production due to poor reservoir performance, mechanical failures or inability to access production facilities, among other factors.

Statements relating to “reserves” or “resources” are deemed to be forward-looking statements or information, as they involve the implied assessment, based on certain estimates and assumptions,

that the reserves or resources described can be profitable in the future. There are numerous uncertainties inherent in estimating quantities of reserves and resources, including many factors beyond the control of Petroamerica or PetroNova. The reserve and resource data included herein represents estimates only. In general, estimates of historical production from the properties, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary considerably from actual results. All such estimates are to some degree speculative and classifications of reserves are only attempts to define the degree of speculation involved.

The assumptions relating to reserves are contained in the reports of GLJ Petroleum Consultants Ltd. for Petroamerica and Petrotech Engineering Ltd. for PetroNova each dated effective December 31, 2014.

Estimates

Estimates of the net present value of future revenue are based on forecast pricing and do not represent the fair market value of the resources. The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level of estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

Use of ‘boe’

Throughout this presentation, the calculation of barrels of oil equivalent (“boe”) is at a conversion rate of 6,000 cubic feet (“cf”) of natural gas for one barrel of oil and is based on an energy equivalence conversion method. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6,000 cf: 1 barrel is based on an energy equivalence conversion method primarily applicable at the burner tip and does not represent a value equivalence at the wellhead.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this presentation. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

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For the purposes of the following, “Misrepresentation” means an untrue statement of a material fact, or an omission to state a material fact that is required to be stated, or that is necessary to make a statement not misleading in light of the circumstances in which it was made. If this presentation contains a Misrepresentation, a purchaser in Ontario who purchases securities of Petroamerica has, without regard to whether the purchaser relied on the Misrepresentation, a statutory right of action for rescission or, alternatively, for damages against Petroamerica, provided that no action shall be commenced to enforce a right of action more than (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.

Petroamerica will not be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation. In an action for damages, Petroamerica will not be liable for all or any portion of those damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation. In no case will the amount recoverable exceed the price at which the securities were sold to the purchaser. Investors should refer to the applicable provisions of the securities legislation of their respective provinces or territories for the particulars of these rights or consult with a legal advisor.

The forward-looking information contained in this investor presentation speaks only as of the date of this investor presentation and is expressly qualified, in its entirety, by this cautionary statement and Petroamerica disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. This information is confidential and is being presented to potential investors solely for information purposes. These materials do not and are not to be construed as an offering memorandum. An investment in securities of Petroamerica involves a high degree of risk and potential investors are advised to seek their own investment and legal advice.

Forecast capital expenditures are based on Petroamerica’s current budgets and development plans which are subject to change based on commodity prices, market conditions, drilling success, potential timing delays and access to cash, cash flow, available credit and third party participation. Petroamerica’s capital budget has been prepared based upon anticipated costs for equipment and services which are subject to fluctuation based upon market conditions, availability and potential changes or delays in capital expenditures.

Additionally, forecast capital expenditures do not include capital required to pursue future acquisitions. Anticipated production growth has been estimated based on (i) the proposed drilling program with a success rate based upon historical drilling success and an evaluation of the particular

wells to be drilled and has been risked, and (ii) current production and anticipated decline rates. Although the forward-looking information contained herein is based upon assumptions which Management believes to be reasonable, Petroamerica cannot assure investors that actual results will be consistent with this forward-looking information.

Data obtained from the initial testing results, including barrels of oil produced and levels of water-cut, should be considered to be preliminary until a further and detailed analysis or interpretation has been done on such data. The well test results obtained and disclosed are not necessarily indicative of long-term performance or of ultimate recovery. The reader is cautioned not to unduly rely on such results as such results may not be indicative of future performance of the well or of expected production results for the Company in the future.

Forward Looking Statements (cont’d)

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Abbreviations

bbl: barrel

bfpd: barrels of fluid per day

boepd: barrels of oil equivalent per day. Using conversion rate of: 6 thousand cubic feet of gas equal to 1 barrel of oil

bopd: barrels of oil per day

MMbbls: million barrels

MMBO: million barrels of oil

MMboe: million barrels of oil equivalent

MMcfd: millions of cubic feet per day

Pmean: the average value over the entire probability range weighted with the probability occurrence

RLI: reserve life index

W.I.: working interest

Footnotes1. Reserves disclosure contained in this presentation reflect the individual reserves reports of GLJ Petroleum Consultants Ltd. for Petroamerica dated effective December 31,

2014 and the reserves report of Petrotech Engineering Ltd. for PetroNova dated effective December 31, 2014, which contain different price and cost assumptions. Bothreserves reports were prepared in accordance with National Instrument 51-101 – Standards for Disclosure of Oil and Gas Activities by independent qualified reservesevaluators.

2. Source: CEPSA, Nota Prensa, Mar. 2008

3. Source: ACP. Informe Estadístico Petrolero. Jun. 2014

4. Source: PRE Investor Presentation, July 2014

5. Source: PRE Investor Presentation, Nov. 2013

6. Source: ECOPETROL Boletines 2013, Dec. 2013

7. Source: GLJ Reserves Assessment and Evaluation of Colombian Oil Properties as of December 31, 2014 for Petroamerica, gross working interest before royalty.

8. Subject to earning & ANH approval

9. Estimates of unrisked WI Prospective Resources pursuant to the Petroamerica Internal Evaluation and do not, necessarily , reflect the views of partners. There is nocertainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of theresources. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development.

10. Estimates of WI Prospective Resources pursuant to the Petroamerica Internal Evaluation and do not, necessarily, reflect the views of partners. There is no certainty thatany portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. If adiscovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of such development.

11. Source: GLJ Reserves Assessment and Evaluation of Colombian Oil Properties as of June 30, 2014 for Suroco, gross working interest before royalty.

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PetroNova Colombia Calle 99 N° 9ª - 45, Piso 6Bogotá D.C. ColombiaTel: +57 1 642 8677Fax: +57 1 642 0639

www.petronova.com

Investor Relations:

Equicom

403-218-2887

Abby Garfunkel

[email protected]