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www.swala-energy.co.tz October 2013 Huge Exposure to Tanzanian O&G Plays Initial Public Offering

Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

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Page 1: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

w w w . s w a l a - e n e r g y . c o . t z

October 2013

Huge Exposure to Tanzanian O&G Plays

Initial Public Offering

Page 2: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Important Notice and Disclaimer

2

This presentation has been prepared by Swala Oil & Gas (Tanzania) Limited (“Swala”) for sophisticated and professional investors in relation to the offer of ordinary shares in Swala (‘Swala Shares’) under the Tanzania Companies Act of 2002. The information contained in this presentation is not investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used as the basis for making an investment decision. In this regard, this presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before making any investment decision. This presentation is not a prospectus, disclosure documents or offering document under Tanzanian law (and will not be lodged with the Capital Markets and Securities Authority (“CMSA”)) or any other law. It is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in jurisdiction in which such offer is unlawful.

Page 3: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Investment Highlights

3

• 17,400km2 (net) in East African Rift System • Award in 2012 prior to recent Tullow success in

Kenya

• Near term activity is low risk, value add • Seismic, build prospect inventory, drilling H2 2014

• Early mover advantage to result in further licence awards

• Currently negotiating Eyasi (50% and operatorship)

• Swala is operator • Partner and government recognition of technical

ability

• Management with proven track record of value realisation in East African oil and gas

Page 4: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Transaction Overview

4

• Swala Oil & Gas (Tanzania) Limited (‘Swala’) is an emerging oil and gas explorer with assets located onshore Tanzania.

• Swala is seeking to raise up to Sh 3.22bn via the issue of 6.4m Swala Shares at an issue price of Sh 500 (‘Offer’), with potential overs of a further Sh 1.66bn (3.2m Swala Shares).

• Contemporaneously with the Offer, Swala intends to complete an initial public offering (‘IPO’) on the Enterprise Growth Market of the DSE.

• The proceeds of the Offer will predominantly be used to fund a proportion of Swala’s share of the 12 month work program in its Tanzania licences as well as for new business development.

• Tanzania Securities Limited has been appointed Lead Managers to the Offer and IPO.

• It is anticipated that Swala will list on the DSE in late November 2013 with a pro-forma market cap of approximately Sh 42.6bn and cash of approximately Sh 3.2bn.

Page 5: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

YEAR COUNTRY BUYER SELLER TRANSACTION PRICE

2009 Kenya Africa Oil Corp. Turkana Resources Corporate sale $11.8 million

2010 Kenya Africa Oil Corp. Platform Resources Corporate sale $2.7 million

2010 Kenya Africa Oil Corp. Centric Energy Corporate sale $58.8 million

2010 Kenya, Ethiopia, Seychelles,

Madagascar Afren Resources Black Marlin Energy Corporate sale $110 million

2010 Uganda Tullow Oil Heritage Petroleum Asset sale $1.45 billion

2011 Kenya Africa Oil Corp. Lion Energy Corporate sale $35.8 million

2011 Kenya FAR Resources Flow Energy Corporate sale $25 million

2011 Tanzania, Uganda, DRC Ophir Energy Dominion Petroleum Corporate sale $186 million

2012 Kenya Taipan Resources Lion Petroleum Corporate sale $5.7 million

2011 Uganda CNOOC and Total Tullow Oil Asset sale $2.9 billion

2012 Mozambique, Kenya PTT Exploration Cove Energy Corporate sale $2 billion

2010 Tanzania M&P, Wentworth Resources Cove Energy Asset sale $31.5 million

2012 Ethiopia Marathon Agriterra Asset sale $40 million (+$10 MM)

TOTAL VALUE OF THE TRANSACTIONS $6.9 billion

Corporate Activity in East Africa

5

Page 6: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

6

With the potential for high return

CAD $0.00

CAD $2.00

CAD $4.00

CAD $6.00

CAD $8.00

CAD $10.00

CAD $12.00

January-2011 July-2011 January-2012 July-2012 January-2013 July-2013

26 March:

Oil Discovery at Ngamia-1 Well in Kenya

23 July :

acquires 50% Block 9 &15% Block 12A in Kenya

25 Jan:Ngamia-1 Well spuds in Kenya & Drilling commences in Puntland, Somalia

7 May:

Ngamia-1 well discovers additional oil in Kenya

5th June:Shabeel North Well spuds in Puntland

Aug 21: Twiga South-1,

onshore Kenya well spuds

1 Oct:

Paipai-1 Well

Spuds in onshore Kenya

14 Jan:

Sabisa well spuds in

SouthOmo permit, Ethiopia

13 May:

Etuko-1 well

spuds in Kenya

24 July: Ekales-1 Well Spuds

in Kenya

Africa Oil (TSX)

Page 7: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Early does not mean risky

7

Cove Energy (LSE)

Page 8: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Asset Overview – 17,400km2

8

Asset Operator Interest Status Licence expiry date Licence area Work

commitments

Pangani Licence* Swala Swala 50% Otto Energy 50%

Exploration PSC 20 February 2016 (with opt-out after year 2)1

17,156 km2 Year 2: 200km 2D seismic

Kilosa-Kilombero Licence*

Swala Swala 50% Otto Energy 50%

Exploration PSC 20 February 2016 (with opt-out after year 2)1

17,675 km2 Year 2: 300km 2D seismic

Note: 1. Expiry date is for Initial Exploration Period; two Additional Exploration Periods take

expiry to 2017

* Importantly, licence terms for the Swala blocks allows early exit without penalty

should exploration results not justify further work

Page 9: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Kilosa-Kilombero: Overview

9

Description • 50% working interest and operator in 17,675km2 (Otto

Energy 50%)

• Kilosa-Kilombero is located in a continuation of the East African Rift System in central Tanzania

• The work program for year one was fast-tracked and completed five months ahead of schedule. Results of airborne survey show there are three potential basins within the licence area, with Karoo / Tertiary potential.

• Exploration in nearby basins have identified both oil and gas shows in exploration wells.

• Currently progressing a 300km 2D survey across three basins, with Kilosa seismic completed.

Page 10: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Promising Kilosa seismic results

10

LINE 002

Page 11: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Significant structuring visible

11

• Large rotated fault blocks (intra-basinal highs) on lines 002, 004 and 006

• Unknown if all linked

• Good tie to basement with airborne magnetic results of 2012 survey

Page 12: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Initial Kidatu results also promising

12

LINE 008

Page 13: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Kidatu – Good Tie with Magnetics

13

Intra-Basinal High

• Intra-Basinal High seen on line 008 observed on magnetic depth contours to Top Basement (pink)

• Strike line should confirm presence of the structure

• From magnetic depth data the structural high may be around 30-60 square kilometres in area

Page 14: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Pangani: Overview

14

Description

• 50% working interest and operator in 17,156km2 (Otto Energy 50%).

• Pangani is located in the eastern extension of the rift system extending southwards from Kenya.

• The work program for year one was fast-tracked and completed five months ahead of schedule. Results of airborne survey show there are two potential rift basins within the licence area.

• Current plan to shoot 200 km of 2D seismic starting late October/early November 2013.

Page 15: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

15

Forward Work Programme

Page 16: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Capital structure and use of funds

16

Sh. 3.2bn raise Oversubscriptions (Sh. 1.6bn)

Pre-equity valuation Sh. 39.4bn Sh. 39.4bn

Equity raised Sh. 3.2bn Sh. 4.65bn

Post-equity value Sh. 42.6bn Sh. 44.2bn

Post-equity interest

Swala Energy Limited 60.3% 58.1%

Swala (in trust) 8.6% 8.3%

Other original shareholders 23.7% 22.8%

New shareholders 7.4% 10.7%

* Numbers may not add to 100% because of rounding.

Page 17: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Indicative Timetable

Event Date

Lodgement of Prospectus with DSE and CMSA 26 August 2013

Offer period 3rd October– 23 October

Allotment 4 November 2013

Announcement of Results 6 November 2013

Electronic crediting of shares to CDS Accounts, Dispatch of Depository receipts and payments of refunds

14 November 2013

Expected Listing Date 20 November 2013

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Page 18: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Value Proposition

18

• Acquired 17,400km2 net position in two assets onshore Tanzania.

• Near term activity is low risk but high value-add.

• Strong, experienced and well-known board and management – ‘done it before’.

• Strong and proven relationships with international oil companies – partner of choice.

• Active business development pipeline both alone and in partnerships.

• Aim to grow portfolio and to actively develop assets under management.

Page 19: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Highly-Experienced Team

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Mr. Ernest Massawe Dr. David Mestres Ridge Mr. Selemani Pongolani Mr. Neil Taylor*

Non-Executive Chairman Chief Executive Officer Finance Director Exploration Director

• First chairman of the Dar es

Salaam Stock Exchange and the

Tanzania Chamber of Mines

• Over 15 years of oil and gas

industry experience.

• Background in geology,

chemical engineering, finance

and law

• over 10 years in finance, accounting, management, audit and taxation.

• Former Senior Finance Manager at PanAfrican Energy Tanzania limited, a subsidiary of Orca Exploration Group engaged in hydrocarbon exploration, development and supply of natural gas in Tanzania

• Former Exploration Manager of

East African Exploration Limited

(“EAX”).

• Geologist by background with

over 30 years of experience in

the O&G business.

Prof. Simon Mbilinyi Hon. Abdullah Mwinyi Ms. Elizabeth Obiero*

Non-Executive Director Non-Executive Director Non-Executive Director

• Former Chief Economic

Adviser to President Nyerere

and Former Finance Minister

under President Mkapa.

• Member of Parliament and a

Member of the East African

Legislative Assembly, where

he is the Chairperson of the

Legal, Privileges and Rules

Committee.

• Founder partner of Asyla

Attorneys.

• 8 years of experience in oil

and gas accounting and

finance operations, in Africa

and Overseas.

• CFO of Swala Energy Limited,

majority shareholder in

Swwala.

* Neil Taylor and Elizabeth Obiero represent the interests of Swala Energy Limited, Swala’s parent company which currently owns 65.13% of the equity in Swala.

Page 20: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Appendix A: Board and Management

Mr. Ernest Massawe (Non-Exec Chairman)

Mr. Massawe is Certified Accountant (ACCA, UK) and holds a Bachelors of Commerce from the then University of East Africa - Nairobi. He is the founder as well as the former Chairmain and Managing Partner of what is now the Ernst and Young Tanzania practice after having led the firm for the past 30 years until his retirement on 31st December 2010. Mr. Massawe is widely respected within the professional and business community in Tanzania which is evidenced by his many high profile appointments in the Accountancy profession, Financial services, Mining and Capital Markets sectors. Mr. Massawe was the founder and chairman of the Tanzania Association of Accountants/Board Member of the National Board of Accountants and Auditors and the first chairman of the Dar es Salaam Stock Exchange and the Tanzania Chamber of Mines. He has also served on the Banking and Financial Sector Reform Committee, The Value Added Consultative Board, the USAID sponsored Tanzania Business Centre Advisory Board and the Ministry of Finance’s Think Tank on Tax Reform and Fiscal Policy. As an entrepreneur, Mr. Massawe has interests in micro-finance, banking, insurance brokerage, real estate development, medium scale gemstone mining and stock brokerage. He is also a director in a number of leading companies in Tanzania.

Dr. David Mestres Ridge (CEO and

Director)

Dr. Mestres Ridge worked first for Total Oil Marine (1998-2000) and then worked as an independent M&A and business development advisor to oil companies active in the North Sea and North Africa (2000-2006). From 2006-2008 he was a Vice-President at the Royal Bank of Canada, first in the Global Investment Banking Oil and Gas team and then in the Equity Research team. In 2008-2009 he briefly managed Petrodel Resources, a company active in Tanzania. In 2009-2010 he worked with Black Marlin Energy during its IPO on the Toronto Stock Exchange. Dr. Mestres Ridge has a BSc in Applied Geology, an MSc in Mining Geology, a PhD in Chemical Engineering and an LLM in Law.

Mr. Selemani Pongolani (Finance

Director)

Mr. Pongolani is a Fellow Chartered and Certified Accountant (FCCA, UK), he is also registered by National Board of Accountants and Auditors of Tanzania as Associate Certified Public Accountant (ACPA). He has Master's degree in Business Administration (MBA Finance and Banking) and Bsc in Electronics & Communication. He has vast work experience of over 10 years in finance, accounting, management, audit and taxation. He started his career with audit firm PricewaterhouseCoopers (PWC) Tanzania where he worked for five years (2003 – 2008), before joining Celtel Tanzania Limited as Tax Manager (2008 – 2009). From 2009 to 2011 he was Finance Manager at Gapco Tanzania Limited, a subsidiary of Reliance Industries Limited dealing with importation, marketing and distribution of petroleum products. He then worked as Senior Finance Manager at PanAfrican Energy Tanzania limited, a subsidiary of Orca Exploration Group engaged in hydrocarbon exploration, development and supply of natural gas in Tanzania (2011-2013).

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Page 21: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Appendix A: Board and Management

Mr. Neil C. Taylor (Non-Executive

Director)

Mr. Taylor is the former Exploration Manager of East African Exploration Limited ("EAX"), Black Marlin Energy's E&P subsidiary. A geologist by background, Mr. Taylor has over 30 years of experience in the oil and gas business with internationally renowned E&P companies including British Petroleum (1981-1992) and Woodside Energy (1992-2007). Through his time with those companies Mr. Taylor has been involved with or led exploration and production activities world-wide, including significant work with the giant gas fields of the northwest shelf of Australia and exploration in Europe, North Sea, South East Asia, Australia and the Middle East. Mr. Taylor joined EAX in 2008 with the remit of growing the company's asset base, and added six new licences to BMEL's portfolio during his tenure. Mr. Taylor represent the interests of Swala Energy Limited on the board.

Professor Simon Mbilinyi (Non-

Executive Director)

Professor Mbilinyi was Chief Economic Adviser to President Nyerere (1975-1983); Principal Secretary to the Ministry of Agriculture and Livestock Development (1982-1985); and Ambassador to the European Community, Belgium and Luxembourg (1985-1989) before becoming Principal Secretary of the Ministry of Finance (1989-1991). From 1991 to 1995 he was Managing Director of the National Development Corporation and, from 1995 to 1996 was Minister of Finance for President Mkapa. From 1995 he was Member of Parliament for Peramiho Constituency (1995-2005) and Chairman of the Tanzania Investment Centre (1998-2010); the Open University of Tanzania (2000-2010); the Tanzania Chamber of Mines (2003-2005); and the National Development Corporation (2002-2010). Professor Mbilinyi has a BA in Agricultural Economics (Ithaca University), an MA in Economics (Stanford University) and a PhD in Economics (University of Dar es Salaam).

The Hon. Abdullah Mwinyi

(Non-Executive Director)

The Hon. Mwinyi worked firstly as State Attorney for the Ministry of Legal Affairs (1996-1997) before joining BP as Supply and Trade Coordinator (1999-2002), Project Manager (2002-2004) and Company Secretary (2004-2005). From 2005 to 2007 he was an Associate with Mkono and Company. From 2007 he has been a Member of Parliament and a Member of the East African Legislative Assembly, where he is the Chairperson of the Legal, Privileges and Rules Committee. In 2007 the Hon. Mwinyi established Asyla Attorneys, where he specialises in corporate, commercial, labour and employment law. The Hon. Mwinyi has an LLB in Law and an LLM in Commercial Law (both from the University of Cardiff).

Ms. Elizabeth Obiero (Non-Executve

Director)

Ms. Obiero is a qualified CPA with a Bachelor of Commerce from the University of Nairobi. She has more than 10 years' experience in various accounting sections and industries. From 2002 to 2006 she worked as accountant and Senior Accountant at Kenya Airways and its subsidiary, Kenya Airfreight Handling Limited. From 2006 to 2008 she was accountant at Woodside Kenya (Nairobi) and responsible for the accounting of the subsidiary; she then moved to Woodside's Head Office in Perth until 2011, where she has been involved in all aspects of oil and gas industry accounting. Ms. Obiero represent the interests of Swala Energy Limited on the board.

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Page 22: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

Appendix B: License Details

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Tanzania: Pangani

Licence summary

Tanzania: Kilosa-Kilombero

Licence summary

• Date of PSC: 20 February 2012

• Initial exploration period: 4 years

• Ownership: Swala Oil & Gas (Tanzania) Limited (50%), Otto Energy Limited (50%)

• Government back-in rights: 20% (carried during exploration)

• Gross acreage: 17,676 km2

• Swala Oil and Gas (Tanzania) Limited net acreage: 8,838 km2

• Date of PSC: 20 February 2012

• Initial exploration period: 4 years

• Ownership: Swala Oil & Gas (Tanzania) Limited (50%), Otto Energy Limited (50%)

• Government back-in rights: 20% (carried during exploration)

• Gross acreage: 17,156 km2

• Swala Oil and Gas (Tanzania) Limited net acreage: 8,578 km2

Planned activities / updates Planned activities / updates

• Year 2: 200km 2D seismic survey, surface geochemical sampling – Swala’s share estimated at US$1.3m (seismic)

• Year 3 /4: Drill 1 well – Swala’s share estimated at A$8.0m

• Year 2: 300km 2D seismic survey, surface geochemical sampling – Swala’s share estimated at US$2.3m (seismic)

• Year 3 /4: Drill 1 well – Swala’s share estimated at A$8.0m

Page 23: Initial Public Offering · financial situation or particular needs of any person. Investors should obtain their own professional, legal, tax, business and/or financial advice before

C o n t a c t

Dr. David Mestres Ridge | CEO

w w w . s w a l a - e n e r g y . c o . t z

Email | [email protected]