American Patriot Oil and Gas LimitedINVESTOR PRESENTATION

Initial public offering – April 2014

Disclaimer

Extent of InformationThis document has been prepared by American Patriot Oil and Gas Corporation Limited (“American Patriot Oil and Gas” or “Company”).

This Presentation, including the information contained in this disclaimer, does not constitute an offer, invitation or recommendation to subscribe foror purchase any security and neither the Presentation, disclaimer not anything contained in such forms the basis of any contract or commitment. This Presentation does not take into account your individual investment objective, financial situation or particular needs. You must not act on the basis ofany other matter contained in this Presentation but must make your own assessment of the Company.

No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information contained in this Presentation, including the accuracy, likelihood of the achievement or reasonableness of any forecast, prospects, returns or statements in relation to future matters contained in the Presentation (“Forward-looking statements”). Any such forward-looking statements that are contained in this Presentation or can be implied by the same are by their nature subject to significant uncertainties and contingencies associated with the oil and gas industry and are based on a number of estimates and assumptions that are subject to change ( and in many cases are outside the control of American Patriot Oil and Gas and its directors) which may causes the actual results or performance of American Patriot Oil and Gas to be materially different from any future results or performance expressed or implied by such forward-looking statements.

To the maximum extent permitted by law, none of American Patriot Oil and Gas’s, or related corporations, directors, employees, agents nor any other person accepts and liability, including without limitation arising from fault or negligence, for any loss arising from use of this Presentation or its content or otherwise arising in connection with it.

Exclusion of Financial Product AdviceThis Presentation is for information purposes only and is not a prospectus or other offering under Australian law or under any others laws in the jurisdictions where the Presentation might be available. Nothing herein constitutes investment, legal, tax or other advice. This Presentation is not a recommendation to acquire shares and has been prepared without taking into account the investment objectives, financial situation or needs of individuals.

Independent AdviceYou should consider the appropriateness of the information having regard to your own objectives, financial situation and needs and seek appropriate advice, including, legal and taxation advice appropriate to your jurisdiction. American Patriot Oil and Gas is not licensed to provide financial advice in respect of its shares.

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Investment highlights – American Patriot Oil and Gas

Early mover in emerging tight oil basins/ proven hydrocarbon province nearby historical producing fields

Large and growing acreage 25,210 net acres held at high retained interest on shore USA – Rocky Mountain basins

Strong JV partner – Treasure Exploration, (operator) and free carry on 2 horizontal wells + option for two more wells on Northern Star project.

Significant oil resource potential of 667mbbl 3P reserves & 3940mbbl 2C contingent resources.

Focus on tight oil unconventional resource with conventional oil targets – near term cashflow potential.

Strong technical and commercial team. Proximity to infrastructure.

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CONTENTS

1. The Business

2. APOG’s Projects

3. Offer Details

APPENDIX– Board and Management Bio’s– Work program– Contact Information

INVESTMENT HIGHLIGHTS

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THE BUSINESS

1.1 Unconventional oil and gas in USA

Rapid evolution facilitated by: US unconventional oil and gas plays have revolutionised the world

energy markets in recent years Targeting oil and gas in low permeability rocks through horizontal

drilling and fracture stimulation Different plays have emerged over recent years, originally in gas

basins in Texas and then in oilier plays such as the Bakken and EagleFord

Investors in ASX companies with exposure to shale/tight oil have reaped strong returns from these plays, which have attractive risk and return characteristics – AUT the standout following bid from Canadian E&P Baytex Energy

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1.1 Unconventional oil and gas in USA

Source: IRESS Source: Company Reports, US Department of Energy, Energy Information Administration.

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1.2 Acreage value – Well established value path

There is a well established value realization path in the US for shale/tight oil resource plays:

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Stage Details Acreage Values (Estimated)

Stage 1 Acreage leasing in new play areas/few wells drilled US$20-$500/acre

Stage 2 Early stage drilling, early IP rates US$500-$1000/acre

Stage 3 Proof of concept, further drilling and optimise drilling & completions US$1000-5,000/acre

Stage 4 100’s of wells drilled and firm understanding of Type curve US$5,000-15,000/acre

Stage 5 Development model established in mature play area/M&A activity increased US$15,000-45,000/acre

APOG Acreage

1.3 Partnering with an experienced operator

Treasure Exploration is JV partner and operator of the

Northern Star project

Acquired 70% of the Northern Star project with APOG retaining 30%

Treasure paid cash and provides free carry on 2 horizontal wells

estimated cost of $8m plus an option for 2 more wells

First well expected in late 2014 with the second well six months later

Treasure is a subsidiary of an established Denver based private

Independent E&P focused on Rocky Mountains region with

significant drilling experience in tight oil plays

Track record of finding resource style tight oil plays as early entrant,

developing and successfully monetising assets

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1.4 Business model

Early entry into onshore US tight oil resource plays, in areas with excellent infrastructure, ability to quickly

enter production, generate positive cash flow and expand play areas

Internally generate prospects using geological knowledge, capture significant land positions at a low cost

Partner with experienced Operator to reduce risk capital exposure via a farm out in a cash and carry deal

Monetise assets as play areas mature and seek value accretive acquisition opportunities to complement

organic growth

Proven track record in executing this business model with JV executed with Treasure Exploration

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Farm Out

1.5 Shale/Tight oil game changers

Drilling techniques have advanced significantly with horizontal wells extending up to 2.5km lateral.

Costs and effectiveness of multi-stage fracturing have improved considerably in the last 10 years - Multi-stage fracturing can now be done in a few days as opposed to weeks.

Microseismic has improved the effectiveness of monitoring the fracturing process.

Technology and techniques used together mean commercial flow rates can be obtained from shale reservoirs at reasonable costs.

Minimal geological risk present; more of an engineering feat.

Production from unconventional resources projected to account for a majority of the supply of gas in the US.

Demonstrated the viability and allowed the commercialisation of shale oil and gas production.

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APOG’S CURRENT PROJECTS

2.1 The assets

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Early entry in low cost acreage in conventional/tight oil plays in proven oil fields

2.1 The assets

Significant 56,505 gross acres (25,210 net acres) onshore USA/High Retained working

interest on shore USA Rocky Mountain basins across 5 key projects:

Northern Star

30% WI in 36,713 gross acres (9,233 net) in Montana.

JV with Treasure Exploration

Panther

100% WI in 8,790 gross acres in Montana

Rough House

90% WI in 6,633 gross acres in DJ Basin Colorado

Southern Sun

100% WI in 3,728 gross acres in Utah

Overthrust

100% WI in 640 gross acres in Wyoming

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Early entry in low cost acreage in conventional/tight oil plays in proven oil fields

2.2 Large and growing acreage – on shore USA

5 projects all in proven hydrocarbon basins in proximity to proven oil fields.

A targeted process of early entry in underexplored but highly prospective acreage in basins in

Colorado, Montana, Wyoming and Utah, USA

Farm out completed with Treasure Exploration on Northern Star – free carry 2 wells + 2 optional

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Project Location WI NRIDate Acquired

Term Description Acres (net) Operator

Northern Star (1)Montana, USA

30% ~24% 2012-2013 *5 years Tight Oil 9,233Treasure Exploration

Panther ProjectMontana, USA

100% ~80% 2012 5 years Tight Oil 8,490 American Patriot

Southern SunUtah, USA

100% ~80% 2012-2013 5 years Tight Oil 3,474 American Patriot

OverthrustWyoming, USA

100% ~80% 2013 5 years Deep Oil 640 American Patriot

Rough House (2)Colorado, USA

90% ~75% 2014 5 years Tight Oil 3,373 American Patriot

Total             25,210  

Early entry in low cost acreage in conventional/tight oil plays in proven oil fields

1. One lease in the Northern Star Project (2958 net acres) was issued with an 18 month lease with a 42 month extension with the extension dependent on a commitment to drill a 5000’ vertical well. The well commitment responsibility was absorbed by Treasure Exploration upon designation of Treasure Exploration as operator and the assignment of a 70% working interest in the Northern Star Project .2. Acquisition to be completed after IPO.

2.3 Significant reserve and resource potential

Significant reserve and resource potential focussed on higher margin oil vs gas.

3P reserves 667mbbl and 3940mbbl oil resource potential associated with the Northern star project net to APOG as

reviewed by MHA.

Primary targets are the Ratcliffe and Mission Canyon Formations with both formations currently producing from fields

adjacent to the American Patriot acreage.

The Lustre field has produced 7mmbbl oil from 41 wells from the same formations and lies within the Northern Star

project area.

APOG looking to target these proven reserves to establish early production and cash flow for the business.

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American Patriot Net Oil Reserves and Resources attributable to Northern Star project*

Project

1P Proved

Reserves(mbbl)

2P Probable Reserve

(mbbl)

3P Proved+Probable+Po

ssible Reserve(mbbl)

2C Contingent Resources

(mbbl)

Prospective Resources

(mbbl)

Charles ‘C’ Formation 178 299 504 1389 381

Mission Canyon Formation

37 109 163 1451 719

Total 215 408 667 2840 1100

*Post farm out to Treasure, No reserve or resource potential with Southern Sun, Panther , Rough House or Overthrust project at this stage. mbbl: thousand barrels of oil.

Source: MHA Petroleum Consultants LLC Feb 14

2.4 Northern Star Project - Montana

30% Working interest covering 36,714 gross acres

(9,233 net APOG) located in the Western extent of

the Williston basin, Valley County Montana.

Treasure Exploration is JV partner/Operator with

70% (farm down in Nov 2013) with APOG free

carry on 2 horizontal exploration wells worth ≈$8m

drilling late 2014/early 2015 plus options for 2 more

wells. Looking to acquire additional acreage in the

region

Located in a proven oil producing basin and recent

nearby exploration success – Lustre Oil Field lies

in project area and produced over 7mmbbl oil from

Charles ‘C’ , Mission Canyon zone.

3P reserves of 667mbbl and resource potential of

3940mbbl.

Lower permeability rocks – Mississippi Lime

analogue mean horizontal drilling and modern

completion can be used to target significant

resource potential

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Source : APOG

Key details on wells drilled nearby:

Well Proximity Status

Vess Oil Corp Federal 1-5H 90 miles Horizontal Charles C – 400BOPD IP

Source : APOG

Key area of focus with two wells planned (APOG Free carried) in the next 18 months

2.5 Rough House Project - Colorado

Agreement to acquire a 90% Working interest

covering 6,633 gross acres (3,372 net APOG)1

located in the DJ Basin in Washington &

Arapahoe Counties, Colorado

Conventional oil play focussed on stacked pays

with multiple carbonate reservoir targets located

on the flanks of an oil rich basin on a clearly

defined structural nose

Large position near historical discoveries and

close proximity to two recent oil producing

discoveries – Nighthawk Energy well produced

100kbbl in last 12mths, Conoco Phillips and

Southwest Energy wells –quick paybacks.

Vertical drilling opportunity (≈8000ft) with large

upside potential and potential horizontal oil play.

Exploration: 3D seismic followed by one well by

early 2015. Well costs $1.5m (APOG look to

farm down)

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Source : APOG

Key details on wells drilled nearby:

Rough House represents a conventional oil play with recent nearby success

Source : APOG, Company announcements1: Acquisition contingent on completion of IPO

Well Proximity Status

3-1H Tebo Conoco Phillips 20 miles IP Rate 1087 bbl oil, 461 mcf/gas

Staner 5-8H Southwest Energy 3 miles IP Rate 146 bbl oil, 59 mcf/gas

2.6 Panther Project - Montana

100% Working interest covering 8,790 gross

acres (8,490 net APOG) located in Garfield

County, Central Montana

Project located on the flanks of the oil rich

Williston basin on a structural nose.

Conventional oil play focussed on stacked

pay with multiple targets at 5500-8000ft in

carbonate reservoir targeting Duperow

formation and other stacked pay zones

Vertical drilling opportunity with upside

potential as an unconventional tight

reservoir horizontal play. Vertical well costs

are $1.2m

Low cost of entry and close to

producers/infrastructure

Exploration: Acquisition/processing Seismic

and farm down for free carry on well

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Source : APOG

Significant acreage position with staked pay held at high retained interest

2.7 Southern Sun - Utah

100% Working interest covering 3,728 gross

acres (3,474 net APOG) in the Paradox Basin in

San Juan county, Utah

Conventional and unconventional potential,

targeting shales (Gothic) and carbonate

reservoirs at 5500ft depth

Vertical drilling opportunities with potential to

turn to horizontal oil plays, close to producers/

infrastructure.

Significant near term conventional production

potential from the Tin Cup Mesa field covering

480 acres. Opportunity to expand this acreage

position.

Acreage surrounded by Anadarko, Kimmeridge

Energy and Hawkwood Energy. Anadarko

permitted 5 and drilled 2 horizontal wells – close

to APOG

Exploration: Seismic, acquire more acreage

and farm down for free carry on well

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Source : APOG

Early entrant into an emerging play and looking to farm down for free carry

Key details on wells drilled nearby:

Source : Company announcements

Well Operator Details

Long Point State 3523-2-1H Anadarko Drilled – data confidentialLewis Road Fee 3424-2-1H Anadarko Drilled – data confidentialCedar Point Fee 3526-16-1H Anadarko Drilled – data confidential

2.8 Geology – Northern Sun

Two main targets are carbonate reservoirs of the

Mississippian Madison Group

Project located on the western Extent of the Williston

basin, an 80,000 square mile intercratonic basin which

covers North & South Dakota and Montana in USA.

Charles ‘C’ limestone or “Ratcliffe formation”

reservoirs.

Mission Canyon limestone reservoirs also have

significant potential.

Reservoir targets exhibit low permeability and porosity

such that traditional completion methods were not

economic. However, with the tested high oil

saturations present, and utilizing modern drilling and

completion methods, such as horizontal drilling and

multi-staged frac’ing we expect to make these zones

economic and prolific.

Mississippi Lime analogue in terms of oil shows,

porosity and tightness

Horizontal drilling and hydraulic fracturing can be used

to target significant resource potential

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Northern Star Project

Target Zone

2.9 Northern Star Stratigraphic column

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2.10 Catalysts next 12 months

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Catalyst Indicative Timing

First horizontal well with Treasure Exploration on Northern Star project End 2014

Rough House project farm down June - Dec 2014

Panther project farm down/well End 2014

Southern Sun seismic/lease acquisition June-Dec 2014

Rough House project well End 2014

Second horizontal well with Treasure Exploration on Northern Star project June 2015

Southern Sun farm down/well June 2015

The timing is subject to regulatory approvals , equipment and services availability and weather conditions.

3.0 Offer details

American Patriot will raise circa $8-12m via the issue of 40-60m shares at $0.20 per share.

Post raising shares on issue of 163.3m,Pro-forma market cap of $32.6m (at $0.20 per share, assuming maximum subscription)

Proceeds from the raising to be used to fund the Rough Head project acquisition, drilling and seismic costs, new acreage opportunities and general working capital expenses

Loyalty option issue of 1 option for every 2 ordinary shares held at the Record date.

72% of pre IPO stock subject to 24month escrow

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3.1 Capital structure

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Capital Structure Post Offer

SharesMinimum

Subscription% Max Subscription %

Existing Shares 103,311,290 72% 103,311,290 63%

Shares to be issued40,000,000 28% 60,000,000 37 %

Total Shares following completion of the Offer 143,311,290 100% 163,311,290 100%

Market capitalisation at the Offer Price $28,662,258 $32,662,258

Source: American Patriot Oil and Gas Prospectus

3.2 Proposed use of funds

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Source: American Patriot Oil and Gas Prospectus

Proposed Use of Funds

Application  $8,000,000

Min Subscription 

$12,000,000Max 

Subscription 

Acquisition of Rough House Project $1,192,563 $1,192,563

Rough House Seismic acquisition and reprocessing $1,111,111 $2,777,778

Rough House Drilling Commitment $1,666,667 $1,666,667

Proposed Lease Leasehold Acquisition $444,4444 $1,777,778

Proposed Seismic acquisition and reprocessing $0 $553,333

Working Capital $2,770,626 $2,963,742

Costs of the Offer $814,589 $1,066,140

Total $8,000,000 $12,000,000

3.3 Indicative timetable

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Event Date

Prospectus Lodged with ASIC 24 March 2014

Expected expiry of exposure period 31 March 2014

Opening date 1 April 2014

Closing Date 5.00pm (Sydney time) on 28 April 2014

Allotment of shares 1 May 2014

Despatch of holding statement 6 May 2014

Expected date of trading on ASX 12 May 2014

Note: The timetable is indicative only and subject to change

APPENDICES

Work programme next 24 months*Activity      2014 2015

Quarter Ending JAN-MAR APR-JUN JUL-SEP OCT-DEC JAN-MAR APR-JUN JUL-SEP OCT-DEC

Northern Star Project

Leasing            

3D Seismic        

Wells Drilled (2 horizontal wells Treasure free carry)    1     1    

Panther Project            

Leasing          

3D Seismic                

Wells Drilled (vertical well)**        1           

Southern Sun                

Leasing

3D Seismic                

Wells Drilled (horizontal well)** 1

Rough house Project

Complete Rough House project acquisition

Leasing

3D Seismic

Wells Drilled 1

Overthrust Project                

Leasing                

3D Seismic

Wells Drilled**

Total Wells Drilled 3 1 1* Work programme fully funded by proceeds from IPO **APOG to seek free carry on wells The timing is subject to regulatory approvals , equipment and services availability and weather conditions.

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Board and management team

Alexis Clark / Chief Executive Officer and Managing Director

Previously an Oil & Gas Analyst at Patersons Securities responsible for coverage of small-mid capitalisation Oil & Gas

companies also Energy Analyst at Merrill Lynch.

Over 10 years experience in Institutional banking and finance for Energy & Resources companies.

Chartered Financial Analyst (CFA), Chartered Accountant (ACA) Bachelor of Economics & Commerce at the University of

Adelaide.

Robert Hoar / Chief Geologist

Exploration geoscientist with 30 years of oil and gas industry experience. throughout the world including many US basins.  

Worked for a number of well-known companies including Amoco, where he spent half his career, Oryx, and Ker McGee.     

Worked in many phases of geophysics including 3D acquisition and interpretation, and VSP acquisition and interpretation.

BA in geology from Hamilton College and a MSc in Geology from the University of Vermont.

Justin Dunn / Landman

2nd generation landman

Degree in Business Administration from Goucher College

Previously worked as Landman for Hunter Energy

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Board and management team

David Shaw / Non Executive Chairman

Practising solicitor with his own firm Campbell & Shaw Lawyers.

Chairman of Ambassador Oil & Gas Ltd and Director on a number of private company boards and advisory boards.

Previous Essendon club President from 1992 to 2002 and former Commissioner of the AFL.

Jim Angelopoulos / Non Executive Director & Chief Operations Officer

Monash University Engineering Graduate and career as a director of a number of successful businesses in

Australia.

Currently the Managing Director of one Fuseco Ltd.

Experienced Energy Company Investor and a Director of a Joint Venture gas & oil enterprise in Kentucky USA.

Founding director of APOG.

Frank Pirera / Non Executive Director & Chief Financial Officer

More than 30 years experience in public practice.

Graduate of Monash University -Bachelor of Business (Accounting) and is a fellow of the Certified Practising Accountants (CPA).

Wealth of experience in financial control and management and strategic planning having advised numerous public and private companies throughout his career.

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Contact information

ALEXIS CLARK CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR Email aclark@ap-oil.com Mobile + 61 401 626 014

ROBERT HOAR CHIEF GEOLOGISTEmail rhoar@ap-oil.com Mobile + 1 1303 807 3844

JIM ANGELOPOULOS DIRECTOR & CHIEF OPERATIONS OFFICEREmail jim@ap-oil.com Mobile + 61 418 102 232

Address

AMERICAN PATRIOT OIL AND GAS LIMITED

Level 1, 141 Capel Street Suite 300, 1601 Blake Street, Denver

North Melbourne 3051 Australia Colorado, 80202 USA

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THANK YOU