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RUESS BASSES LONGEMALLE 1204 GENEVA,SWITZERLAND,EUROPEAN UNION MILITARYQUARTERS,JOHORE CASTLE,81200,JOHORE BHARU,JOHORE,MALAYSIA TEL ; +60177430448 FAX : +1 (844) 487-6306 PANGIRAN BUDI SERVICE SDN BHD SC PANGIRAN BUDI SERVICE SRL 13 JUNE 2016 LOAN APPLICATION DESCRIBE OF PROJECT REQUIRED DESCRIPTION OF JOB LOAD DESCRIPTION OF OBJECTIVE REQUIRED PROJECT PROPOSAL 1. OIL AND GAS INDUSTRY DEVELOPMENT 2. STORAGE TANK OFFSHORE AND ONSHORE 3. BUNKERING FACILITIES OFFSHORE AND ONSHORE 4. VESSEL SHIPBUILDING AND SHIPREPAIR 5. YACHT BUILDER AND REPAIR STATION 6. FINANCE FACILITIES {LENDER} 7. BANKING FACILITIES {LENDER} 8. GOLD BAR PURCHASER AND STORAGE FACILITIES NOTE::: AMOUNT NEEDED: 5 BILLION EURO DOLLAR EURO 5,000,000,000.00 WITH ROLL AND EXTENSION

PROJECT PROPOSAL 1 OIL AND GAS

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Page 1: PROJECT PROPOSAL 1 OIL AND GAS

RUESS BASSES LONGEMALLE 1204 GENEVA,SWITZERLAND,EUROPEAN UNIONMILITARYQUARTERS,JOHORE CASTLE,81200,JOHORE BHARU,JOHORE,MALAYSIA

TEL ; +60177430448 FAX : +1 (844) 487-6306

PANGIRAN BUDI SERVICE SDN BHDSC PANGIRAN BUDI SERVICE SRL

13 JUNE 2016LOAN APPLICATION

DESCRIBE OF PROJECT REQUIREDDESCRIPTION OF JOB LOAD

DESCRIPTION OF OBJECTIVE REQUIRED

PROJECT PROPOSAL1. OIL AND GAS INDUSTRY DEVELOPMENT

2. STORAGE TANK OFFSHORE AND ONSHORE

3. BUNKERING FACILITIES OFFSHORE ANDONSHORE

4. VESSEL SHIPBUILDING AND SHIPREPAIR

5. YACHT BUILDER AND REPAIR STATION

6. FINANCE FACILITIES {LENDER}

7. BANKING FACILITIES {LENDER}

8. GOLD BAR PURCHASER AND STORAGEFACILITIES

NOTE:::

AMOUNT NEEDED: 5 BILLION EURO DOLLAR

EURO 5,000,000,000.00 WITH ROLL AND EXTENSION

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RUESS BASSES LONGEMALLE 1204 GENEVA,SWITZERLAND,EUROPEAN UNIONMILITARYQUARTERS,JOHORE CASTLE,81200,JOHORE BHARU,JOHORE,MALAYSIA

TEL ; +60177430448 FAX : +1 (844) 487-6306

I. SUMMARY.............................................................................................................. 3

II. INTRODUCTION................................................................................................... 3

III. NEEDS/PROBLEMS.............................................................................................. 3

IV. GOALS/OBJECTIVES...........................................................................................3

V. PROCEDURES/SCOPE OFWORK.................................................................... 3

VI. TIMETABLE........................................................................................................... 3

VII. BUDGET.................................................................................................................. 3

VIII. KEY PERSONNEL................................................................................................. 3

IX. EVALUATION........................................................................................................ 3

X. ENDORSEMENTS..................................................................................................3

XI. NEXT STEPS........................................................................................................... 3

XII. APPENDIX...............................................................................................................3

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SummarySummarySummarySummary

There are many ways to look at the oil and gas industry.

From a personal perspective, oil and gas provide the world's 7 billion people with 60 percent of their dailyenergy needs. The other 40 percent comes from coal, nuclear and hydroelectric power, "Renewable s" like wind,solar and tidal power, and biomass products such as firewood.

As fuels, they keep us warm in cold weather and cool in hot weather; they cook our food and heat our water; theygenerate our electricity and power our appliances; and they take us by car, bus, train, ship or plane to places nearand distant. We all feel the economic pinch when the prices of gasoline , home heating fuel or electricity increasesharply, even though in many developed countries, they still cost less than some brands of bottled water!Aspetrochemical feed stocks, oil and gas are the raw materials used to manufacture fertilizers, fabrics, syntheticrubber and the plastics that go into almost everything we use these days, from toys to personal and householditems to heavy-duty industrial goods.From a business perspective, oil and gas represent global commerce on amassive scale. World energy markets are continually expanding, and companies spend billions of dollars annuallyto maintain and increase their oil and gas production. Over 200 countries have invited companies to negotiate forthe right to explore their lands or territorial waters, hoping that they will find and produce oil and gas, create localjobs and provide billions of dollars in national revenues.

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From a geopolitical perspective, large quantities of oil and gas flow daily from "exporting" regions such as theMiddle East, Africa and Latin America to "importing" regions such as North America, Europe and the Far East.This creates political, trade, economic and even national security concerns on both sides. Oil and gas exporterswant to maximize their revenues and improve their trade balances while maintaining control and sovereignty overtheir natural resources. At the same time, importing nations want to minimize trade deficits and ensure a steady,

Reliable oil supply. China, for example, has recognized that it must obtain access to oil in order to continue itslong-term sustained growth and is actively seeking new sources of supply in the major producing companies.

From an internal policy perspective, producing countries continually wrestle with questions of how best todevelop their resources and attain long-term sustainable benefits for their people. At the same time, consumingcountries are always considering how to reduce their dependence on imported oil, either by imposing higherenergy taxes to spur conservation, tapping into domestic resources such as coal (less costly but more pollutingthan imported oil) or developing alternative energy sources such as nuclear power.

These issues have major long-term impacts, both within individual countries and on the world at large, evenaffecting such fundamental issues as war and peace.Finally, from a health, safety and environmental (HSE)

perspective, there is a continuous concern for safety in oil and gas operations, the impact that new projects haveon surface environments, the possibility of oil spills and the effect of pollutants such as CO2 (carbon dioxide, aProduct of hydrocarbon combustion) on global climate change and air quality.The oil and gas business is clearly amultifaceted, global industry that impacts all aspects of our lives. And yet it is one that we tend to take for granteduntil a crisis emerges-a tanker runs aground, a hurricane damages a refinery, a country changes political leaders orrevises its energy policies. Then we blame "big oil" or OPEC or the politicians or the local service stationattendant before things quiet down again.

In this module, we will learn about the nature of oil and gas, define some basic industry terms and list commonunits of measurement and conversion factors. We will introduce the concept of the Oil and Gas Value Chain,

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and examine its structure and functional relationships. We will then look at sources of oil and gas supply, majorareas of demand, pricing fundamentals, drivers of demand and future trends. Finally, we will identify some of thekey players who make up this dynamic and vibrant industry.

Prices continued to drop in the oil and gas industry in 2015. In less than a year, upstream oil and gas companiesfaced a 50 percent drop in revenues. Looking ahead to 2016, we see positive developments that could help theindustry evolve to a better place. Demand, decline, production, and a leaner, stronger industry will all have animpact. John England, US Oil & Gas leader, Deloitte LLP, provides his take on what happened over the past year,what didn’t, and the opportunities that lie ahead for the US oil and gas industry.

LookingLookingLookingLooking aheadaheadaheadahead totototo 2016201620162016

WeWeWeWe dodododo seeseeseesee somesomesomesome positivepositivepositivepositive developmentdevelopmentdevelopmentdevelopment thatthatthatthat shouldshouldshouldshould getgetgetget usususus totototo aaaa betterbetterbetterbetter placeplaceplaceplace fromfromfromfrom aaaa pricingpricingpricingpricing perspective:perspective:perspective:perspective:

• Demand: US demand is responding to lower oil prices in the usual let’s-go-buy-a-new-car, or better yet,a-massive-SUV kind of way. As auto sales go up, expect to see increased US demand. More broadly, Asiandemand, beyond just China is showing strong growth. China itself, despite the stock market jitters of thesummer, remains a huge source of global demand and China’s move to allow two children per family,rather than one, promises to double the numbers of drivers (and thus, fuel buyers) at some point in thefuture. (Let’s just say I used very rough math on this prediction).

• Decline: Why is decline in the hope section? Because natural reservoir production decline, which hashistorically been four to five percent globally, means that even without demand growth, the oil and gasindustry must produce another four million barrels per day every year just to keep up with current demand.This naturally puts upward pressure on pricing.

• Production: As noted above, total US production finally started to decline and that trend is expected tocontinue in 2016. More broadly, billions of dollars of investments have been deferred due to the low price

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environment, which translates to millions of barrels that will not be produced in the years to come. Thissets the stage for a price rally.

• A leaner, stronger industry: More than anything else in business, I believe in the power of free markets.Just as I believe the high prices of natural gas were a critical impetus for the development of the shale gasrevolution, I believe today’s low crude prices are forcing an equally powerful innovation in the way oil isbeing developed and produced. Price forces innovation and I believe we are still in the early stages of whatcan be achieved in terms of reducing unit costs of oil production and ultimately increasing unit margin andachieving higher return on capital employed. The endgame is an oil and gas industry that will be stronger,leaner, and built to last.

InInInIntroductiontroductiontroductiontroductionPANGIRANPANGIRANPANGIRANPANGIRAN BUDIBUDIBUDIBUDI SERVICESERVICESERVICESERVICE SDNSDNSDNSDN BHDBHDBHDBHD

SCSCSCSC PANGIRANPANGIRANPANGIRANPANGIRAN BUDIBUDIBUDIBUDI SEVRICESEVRICESEVRICESEVRICE SRLSRLSRLSRL

COMPANY’S INFO:

Date of Submission :

Full Name Of Corporation:PANGIRAN BUDI SERVICE SDN BHD JVAWITHLINKRICH INTERNATIONAL DEVELOPMENT LIMITED

Full Address: KUARTERS TENTERA,ISTANA JOHORE

Phone ¹: +60177430448

Fax ¹: TBA

Email: [email protected]

Registration ¹: As attached

BENEFICIARY’S INFO:

SIGNATORY’S FULL NAME: FEROZ BIN MUSA

Nationality: MALAYSIA

Passport ¹ (Country): A25895236

Date Of Issue: 20 JANUARY 2012

Date Of Expiration: 23 JUNE 2017

Date of Birth (Place) : JOHORE BHARU ,JOHORE

Residential Address: ISTANA JOHORE

Home Phone ¹: (Mobil) +60177430448

Do you speak English ? Y

Home Fax ¹: TBA

LEGAL REPRESENTATIVE:

Law Firm: TBA

Full Address: TBA

BANKING ORGANIZATION:

Bank Name HSBC HONG KONG

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TEL ; +60177430448 FAX : +1 (844) 487-6306

Address: 1 QUEENS STREET HONG KONG SAR

Bank Officer: STEPHEN KAI YEUNG LEE

Phone ¹: +852 39411937

Fax ¹ : TBA

Email [email protected]

Account Name: LINKRICH INTERNATIONAL DEVELOPMENT LIMITED

Account ¹: 023459159838

Signatory: NAREDLA RAMAKANTH REDDY

Swift Code: HSBCHKHHHKH

Introduction - Introduction To Corporate Finance

Corporate finance is a business's money-related decisions, which are essentially all of a business's decisions.Despite its name, corporate finance applies to all businesses, not just corporations.The primary goal of corporatefinance is to figure out how to maximize a company's value by making good decisions about investment,financing and dividends. In other words, how should businesses allocate scarce resources to minimize expensesand maximize revenues? How should companies acquire these resources - through stock or bonds, owner capitalor bank loans? Finally, what should a company do with its profits? How much should it reinvest into the company,and how much should it pay out to the business's owners? This walkthrough will explore each of these businessdecisions in greater depth.

Introduction - Forms Of Business Organization

A business can be organized in one of several ways, and the form its owners choose will affect the company's andowners' legal liability and income tax treatment. Here are the most common options and their major definingcharacteristics.

Sole Proprietorship

The default option is to be a sole proprietor. With this option there are fewer forms to file than with other businessorganizations. The business is structured in such a manner that legal documents are not required to determine howprofit-sharing from business operations will be allocated.

This structure is acceptable if you are the business's sole owner and you do not need to distinguish the businessfrom yourself. Being a sole proprietor does not preclude you from using a business name that is different fromyour own name, however. In a sole proprietorship all profits, losses, assets and liabilities are the direct and soleresponsibility of the owner. Also, the sole proprietor will pay self-employment tax on his or her income.

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Sole proprietorships are not ideal for high-risk businesses because they put your personal assets at risk. If you aretaking on significant amounts of debt to start your business, if you've gotten into trouble with personal debt in thepast or if your business involves an activity for which you might potentially be sued, then you should choose alegal structure that will better protect your personal assets. Nolo, a company whose educational books make legalinformation accessible to the average person, gives several examples of risky businesses, including businesses thatinvolve child care, animal care, manufacturing or selling edible goods, repairing items of value, and providingalcohol. These are just a few examples. There are many other activities that can make your business high risk.

If the risks in your line of work are not very high, a good business insurance policy can provide protection andpeace of mind while allowing you to remain a sole proprietor. One of the biggest advantages of a soleproprietorship is the ease with which business decisions can be made.

LLC

An LLC is a limited liability company. This business structure protects the owner's personal assets from financialliability and provides some protection against personal liability. There are situations where an LLC owner can stillbe held personally responsible, such as if he intentionally does something fraudulent, reckless or illegal, or if shefails to adequately separate the activities of the LLC from her personal affairs.

This structure is established under state law, so the rules governing LLCs vary depending on where your businessis located. According to the IRS, most states do not allow banks, insurance companies or nonprofit organizationsto be LLCs.

Because an LLC is a state structure, there are no special federal tax forms for LLCs. An LLC must elect to betaxed as an individual, partnership or corporation. You will need to file paperwork with the state if you want toadopt this business structure, and you will need to pay fees that usually range from $100 to $800. In some states,there is an additional annual fee for being an LLC.

You will also need to name your LLC and file some simple documents, called articles of organization, with yourstate. Depending on your state's laws and your business's needs, you may also need to create an LLC operatingagreement that spells out each owner's percentage interest in the business, responsibilities and voting power, aswell as how profits and losses will be shared and what happens if an owner wants to sell her interest in thebusiness. You may also have to publish a notice in your local newspaper stating that you are forming an LLC.

Corporation

Like the LLC, the corporate structure distinguishes the business entity from its owner and can reduce liability.However, it is considered more complicated to run a corporation because of tax, accounting, record keeping andpaperwork requirements. Unless you want to have shareholders or your potential clients will only do business witha corporation, it may not be logical to establish your business as a corporation from the start - an LLC may be abetter choice.

The steps for establishing a corporation are very similar to the steps for establishing an LLC. You will need tochoose a business name, appoint directors, file articles of incorporation, pay filing fees and follow any otherspecific state/national requirements.

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There are two types of corporations: C corporations (C corps) and S corporations (S corps). C corporations areconsidered separate tax-paying entities. C corps file their own income tax returns, and income earned remains inthe corporation until it is paid as a salary or wages to the corporation's officers and employees. Corporate incomeis often taxed at lower rates than personal income, so you can save money on taxes by leaving money in thecorporation.If you're only making enough to get by, however, this won't help you because you'll need to payalmost all of the corporation's earnings to yourself. If the corporation has shareholders, corporate earnings becomesubject to double taxation in the sense that income earned by the corporation is taxed and dividends distributed toshareholders are also taxed. However, if you are a one-person corporation, you don't have to worry about doubletaxation.

S corporations are pass-through entities, meaning that their income, losses, deductions and credits pass through thecompany and become the direct responsibility of the company's shareholders. The shareholders report these itemson their personal income tax returns, thus S corps avoid the income double taxation that is associated with C corps.

All shareholders must sign IRS form 2553 to make the business an S corp for tax purposes. The IRS also requiresS corps to meet the following requirements:

• Be a domestic corporation• Have only allowable shareholders, including individuals, certain trusts and estates• Not include partnerships, corporations or non-resident alien shareholders• Have no more than 100 shareholders• Have one class of stock• Not be an ineligible corporation (i.e., certain financial institutions, insurance companies and domestic

international sales corporations)

General Partnerships, Limited Partnerships (LP) and Limited Liability Partnerships (LLP)

A partnership is a structure appropriate to use if you are not going to be the sole owner of your new business.

In a general partnership, all partners are personally liable for business debts, any partner can be held totallyresponsible for the business and any partner can make decisions that affect the whole business.

In a limited partnership, one partner is responsible for decision-making and can be held personally liable forbusiness debts. The other partner merely invests in the business. Although the general structure of limitedpartnerships can vary, each individual is liable only to the extent of their invested capital.

LLPs are most commonly used by professionals such as doctors and lawyers. The LLP structure protects eachpartner's personal assets and each partner from debts or liability incurred by the other partners. Different stateshave varying regulations regarding these establishments of which business owners must take note.

Partnerships must file information returns with the IRS, but they do not file separate tax returns. For tax purposes,the partnership's profits or losses pass through to its owners, so a partnership's income is taxed at the individuallevel. LPs and LLPs are also state entities and must file paperwork and pay fees similar to those involved in

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establishing an LLC.

Regardless of the way a business is structured, its owners will have the same overarching goals when it comes tothe company's financial management.

IntroductionIntroductionIntroductionIntroduction ---- TypesTypesTypesTypes OfOfOfOf FinancialFinancialFinancialFinancial MarketsMarketsMarketsMarkets AndAndAndAnd TheirTheirTheirTheir RolesRolesRolesRoles

A financial market is a broad term describing any marketplace where buyers and sellers participate in the trade ofassets such as equities, bonds, currencies and derivatives. Financial markets are typically defined by havingtransparent pricing, basic regulations on trading, costs and fees, and market forces determining the prices ofsecurities that trade.

Financial markets can be found in nearly every nation in the world. Some are very small, with only a fewparticipants, while others - like the New York Stock Exchange (NYSE) and the forex markets - trade trillions ofdollars daily.

Investors have access to a large number of financial markets and exchanges representing a vast array of financialproducts. Some of these markets have always been open to private investors; others remained the exclusivedomain of major international banks and financial professionals until the very end of the twentieth century.

Capital Markets

A capital market is one in which individuals and institutions trade financial securities. Organizations andinstitutions in the public and private sectors also often sell securities on the capital markets in order to raise funds.Thus, this type of market is composed of both the primary and secondary markets.

Any government or corporation requires capital (funds) to finance its operations and to engage in its ownlong-term investments. To do this, a company raises money through the sale of securities - stocks and bonds in thecompany's name. These are bought and sold in the capital markets.

Stock Markets

Stock markets allow investors to buy and sell shares in publicly traded companies. They are one of the most vitalareas of a market economy as they provide companies with access to capital and investors with a slice ofownership in the company and the potential of gains based on the company's future performance.

This market can be split into two main sections: the primary market and the secondary market. The primarymarket is where new issues are first offered, with any subsequent trading going on in the secondary market.

Bond Markets

A bond is a debt investment in which an investor loans money to an entity (corporate or governmental), whichborrows the funds for a defined period of time at a fixed interest rate. Bonds are used by companies, municipalities,states and U.S. and foreign governments to finance a variety of projects and activities. Bonds can be bought andsold by investors on credit markets around the world. This market is alternatively referred to as the debt, credit or

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fixed-income market. It is much larger in nominal terms that the world's stock markets. The main categories ofbonds are corporate bonds, municipal bonds, and U.S. Treasury bonds, notes and bills, which are collectivelyreferred to as simply "Treasuries." (For more, see the Bond Basics Tutorial.)

Money Market

The money market is a segment of the financial market in which financial instruments with high liquidity and veryshort maturities are traded. The money market is used by participants as a means for borrowing and lending in theshort term, from several days to just under a year. Money market securities consist of negotiable certificates ofdeposit (CDs), banker's acceptances, U.S. Treasury bills, commercial paper, municipal notes, eurodollars, federalfunds and repurchase agreements (repos). Money market investments are also called cash investments because oftheir short maturities.

The money market is used by a wide array of participants, from a company raising money by selling commercialpaper into the market to an investor purchasing CDs as a safe place to park money in the short term. The moneymarket is typically seen as a safe place to put money due the highly liquid nature of the securities and shortmaturities. Because they are extremely conservative, money market securities offer significantly lower returnsthan most other securities. However, there are risks in the money market that any investor needs to be aware of,including the risk of default on securities such as commercial paper. (To learn more, read our Money MarketTutorial.)

Cash or Spot Market

Investing in the cash or "spot" market is highly sophisticated, with opportunities for both big losses and big gains.In the cash market, goods are sold for cash and are delivered immediately. By the same token, contracts boughtand sold on the spot market are immediately effective. Prices are settled in cash "on the spot" at current marketprices. This is notably different from other markets, in which trades are determined at forward prices.

The cash market is complex and delicate, and generally not suitable for inexperienced traders. The cash marketstend to be dominated by so-called institutional market players such as hedge funds, limited partnerships andcorporate investors. The very nature of the products traded requires access to far-reaching, detailed informationand a high level of macroeconomic analysis and trading skills.

Derivatives Markets

The derivative is named so for a reason: its value is derived from its underlying asset or assets. A derivative is acontract, but in this case the contract price is determined by the market price of the core asset. If that soundscomplicated, it's because it is. The derivatives market adds yet another layer of complexity and is therefore notideal for inexperienced traders looking to speculate. However, it can be used quite effectively as part of a riskmanagement program. (To get to know derivatives, read The Barnyard Basics Of Derivatives.)

Examples of common derivatives are forwards, futures, options, swaps and contracts-for-difference (CFDs). Notonly are these instruments complex but so too are the strategies deployed by this market's participants. There arealso many derivatives, structured products and collateralized obligations available, mainly in the over-the-counter(non-exchange) market, that professional investors, institutions and hedge fund managers use to varying degreesbut that play an insignificant role in private investing.

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Forex and the Interbank Market

The interbank market is the financial system and trading of currencies among banks and financial institutions,excluding retail investors and smaller trading parties. While some interbank trading is performed by banks onbehalf of large customers, most interbank trading takes place from the banks' own accounts.

The forex market is where currencies are traded. The forex market is the largest, most liquid market in the worldwith an average traded value that exceeds $1.9 trillion per day and includes all of the currencies in the world. Theforex is the largest market in the world in terms of the total cash value traded, and any person, firm or country mayparticipate in this market.

There is no central marketplace for currency exchange; trade is conducted over the counter. The forex market isopen 24 hours a day, five days a week and currencies are traded worldwide among the major financial centers of

London, New York, Tokyo, Z 眉 rich, Frankfurt, Hong Kong, Singapore, Paris and Sydney.

Until recently, forex trading in the currency market had largely been the domain of large financial institutions,corporations, central banks, hedge funds and extremely wealthy individuals. The emergence of the internet haschanged all of this, and now it is possible for average investors to buy and sell currencies easily with the click of amouse through online brokerage accounts. (For further reading, see The Foreign Exchange Interbank Market.)

Primary Markets vs. Secondary Markets

A primary market issues new securities on an exchange. Companies, governments and other groups obtainfinancing through debt or equity based securities. Primary markets, also known as "new issue markets," arefacilitated by underwriting groups, which consist of investment banks that will set a beginning price range for agiven security and then oversee its sale directly to investors.

The primary markets are where investors have their first chance to participate in a new security issuance. Theissuing company or group receives cash proceeds from the sale, which is then used to fund operations or expandthe business. (For more on the primary market, see our IPO Basics Tutorial.)

The secondary market is where investors purchase securities or assets from other investors, rather than fromissuing companies themselves. The Securities and Exchange Commission (SEC) registers securities prior to theirprimary issuance, then they start trading in the secondary market on the New York Stock Exchange, Nasdaq orother venue where the securities have been accepted for listing and trading. (To learn more about the primary andsecondary market, read Markets Demystified.)

The secondary market is where the bulk of exchange trading occurs each day. Primary markets can see increasedvolatility over secondary markets because it is difficult to accurately gauge investor demand for a new securityuntil several days of trading have occurred. In the primary market, prices are often set beforehand, whereas in thesecondary market only basic forces like supply and demand determine the price of the security.

Secondary markets exist for other securities as well, such as when funds, investment banks or entities such asFannie Mae purchase mortgages from issuing lenders. In any secondary market trade, the cash proceeds go to an

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investor rather than to the underlying company/entity directly. (To learn more about primary and secondarymarkets, read A Look at Primary and Secondary Markets.)

The OTC Market

The over-the-counter (OTC) market is a type of secondary market also referred to as a dealer market. The term"over-the-counter" refers to stocks that are not trading on a stock exchange such as the Nasdaq, NYSE orAmerican Stock Exchange (AMEX). This generally means that the stock trades either on the over-the-counterbulletin board (OTCBB) or the pink sheets. Neither of these networks is an exchange; in fact, they describethemselves as providers of pricing information for securities. OTCBB and pink sheet companies have far fewerregulations to comply with than those that trade shares on a stock exchange. Most securities that trade this way arepenny stocks or are from very small companies.

Third and Fourth Markets

You might also hear the terms "third" and "fourth markets." These don't concern individual investors because theyinvolve significant volumes of shares to be transacted per trade. These markets deal with transactions betweenbroker-dealers and large institutions through over-the-counter electronic networks. The third market comprisesOTC transactions between broker-dealers and large institutions. The fourth market is made up of transactions thattake place between large institutions. The main reason these third and fourth market transactions occur is to avoidplacing these orders through the main exchange, which could greatly affect the price of the security. Becauseaccess to the third and fourth markets is limited, their activities have little effect on the average investor.

Financial institutions and financial markets help firms raise money. They can do this by taking out a loan from abank and repaying it with interest, issuing bonds to borrow money from investors that will be repaid at a fixedinterest rate, or offering investors partial ownership in the company and a claim on its residual cash flows in theform of stock.

Introduction - Goals Of Financial Management

All businesses aim to maximize their profits, minimize their expenses and maximize their market share. Here is alook at each of these goals.

Maximize Profits A company's most important goal is to make money and keep it. Profit-margin ratios are oneway to measure how much money a company squeezes from its total revenue or total sales.

There are three key profit-margin ratios: gross profit margin, operating profit margin and net profit margin.

1. Gross Profit Margin

The gross profit margin tells us the profit a company makes on its cost of sales or cost of goods sold. In otherwords, it indicates how efficiently management uses labor and supplies in the production process.

Gross Profit Margin = (Sales - Cost of Goods Sold)/Sales

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Suppose that a company has $1 million in sales and the cost of its labor and materials amounts to $600,000. Itsgross margin rate would be 40% ($1 million - $600,000/$1 million).

The gross profit margin is used to analyze how efficiently a company is using its raw materials, labor andmanufacturing-related fixed assets to generate profits. A higher margin percentage is a favorable profit indicator.

Gross profit margins can vary drastically from business to business and from industry to industry. For instance, theairline industry has a gross margin of about 5%, while the software industry has a gross margin of about 90%.

2. Operating Profit Margin

By comparing earnings before interest and taxes (EBIT) to sales, operating profit margins show how successful acompany's management has been at generating income from the operation of the business:

Operating Profit Margin = EBIT/Sales

If EBIT amounted to $200,000 and sales equaled $1 million, the operating profit margin would be 20%.

This ratio is a rough measure of the operating leverage a company can achieve in the conduct of the operationalpart of its business. It indicates how much EBIT is generated per dollar of sales. High operating profits can meanthe company has effective control of costs, or that sales are increasing faster than operating costs. Positive andnegative trends in this ratio are, for the most part, directly attributable to management decisions.

Because the operating profit margin accounts for not only costs of materials and labor, but also administration andselling costs, it should be a much smaller figure than the gross margin.

3. Net Profit Margin

Net profit margins are those generated from all phases of a business, including taxes. In other words, this ratiocompares net income with sales. It comes as close as possible to summing up in a single figure how effectivelymanagers run the business:

Net Profit Margins = Net Profits after Taxes/Sales

If a company generates after-tax earnings of $100,000 on its $1 million of sales, then its net margin amounts to10%.

Often referred to simply as a company's profit margin, the so-called bottom line is the most often mentioned whendiscussing a company's profitability.

Again, just like gross and operating profit margins, net margins vary between industries. By comparing acompany's gross and net margins, we can get a good sense of its non-production and non-direct costs likeadministration, finance and marketing costs.

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For example, the international airline industry has a gross margin of just 5%. Its net margin is just a tad lower, atabout 4%. On the other hand, discount airline companies have much higher gross and net margin numbers. Thesedifferences provide some insight into these industries' distinct cost structures: compared to its bigger, internationalcousins, the discount airline industry spends proportionately more on things like finance, administration andmarketing, and proportionately less on items such as fuel and flight crew salaries.

In the software business, gross margins are very high, while net profit margins are considerably lower. This showsthat marketing and administration costs in this industry are very high, while cost of sales and operating costs arerelatively low.

When a company has a high profit margin, it usually means that it also has one or more advantages over itscompetition. Companies with high net profit margins have a bigger cushion to protect themselves during the hardtimes. Companies with low profit margins can get wiped out in a downturn. And companies with profit marginsreflecting a competitive advantage are able to improve their market share during the hard times, leaving them evenbetter positioned when things improve again.

Like all ratios, margin ratios never offer perfect information. They are only as good as the timeliness and accuracyof the financial data that gets fed into them, and analyzing them also depends on a consideration of the company'sindustry and its position in the business cycle. Margins tell us a lot about a company's prospects, but not the wholestory.

Minimize Costs

Companies use cost controls to manage and/or reduce their business expenses. By identifying and evaluating all ofthe business's expenses, management can determine whether those costs are reasonable and affordable. Then, ifnecessary, they can look for ways to reduce costs through methods such as cutting back, moving to a lessexpensive plan or changing service providers. The cost-control process seeks to manage expenses ranging fromphone, internet and utility bills to employee payroll and outside professional services.

To be profitable, companies must not only earn revenues, but also control costs. If costs are too high, profitmargins will be too low, making it difficult for a company to succeed against its competitors. In the case of apublic company, if costs are too high, the company may find that its share price is depressed and that it is difficultto attract investors.

When examining whether costs are reasonable or unreasonable, it's important to consider industry standards.Many firms examine their costs during the drafting of their annual budgets.

Maximize Market Share

Market share is calculated by taking a company's sales over a given period and dividing it by the total sales of itsindustry over the same period. This metric provides a general idea of a company's size relative to its market and itscompetitors. Companies are always looking to expand their share of the market, in addition to trying to grow thesize of the total market by appealing to larger demographics, lowering prices or through advertising. Market shareincreases can allow a company to achieve greater scale in its operations and improve profitability.

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The size of a market is always in flux, but the rate of change depends on whether the market is growing or mature.Market share increases and decreases can be a sign of the relative competitiveness of the company's products orservices. As the total market for a product or service grows, a company that is maintaining its market share isgrowing revenues at the same rate as the total market. A company that is growing its market share will be growingits revenues faster than its competitors. Technology companies often operate in a growth market, while consumergoods companies generally operate in a mature market.

New companies that are starting from scratch can experience fast gains in market share. Once a company achievesa large market share, however, it will have a more difficult time growing its sales because there aren't as manypotential customers available.

Introduction - The Agency Problem

An agency relationship occurs when a principal hires an agent to perform some duty. A conflict, known as an"agency problem," arises when there is a conflict of interest between the needs of the principal and the needs ofthe agent.In finance, there are two primary agency relationships:

• Managers and stockholders• Managers and creditors

1. Stockholders versus Managers

• If the manager owns less than 100% of the firm's common stock, a potential agency problem betweenmangers and stockholders exists.

• Managers may make decisions that conflict with the best interests of the shareholders. For example,managers may grow their firms to escape a takeover attempt to increase their own job security. However, atakeover may be in the shareholders' best interest.

2. Stockholders versus Creditors

• Creditors decide to loan money to a corporation based on the riskiness of the company, its capital structureand its potential capital structure. All of these factors will affect the company's potential cash flow, whichis a creditors' main concern.

• Stockholders, however, have control of such decisions through the managers.• Since stockholders will make decisions based on their best interests, a potential agency problem exists

between the stockholders and creditors. For example, managers could borrow money to repurchase sharesto lower the corporation's share base and increase shareholder return. Stockholders will benefit; however,creditors will be concerned given the increase in debt that would affect future cash flows.

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Motivating Managers to Act in Shareholders' Best Interests

There are four primary mechanisms for motivating managers to act in stockholders' best interests:

• Managerial compensation• Direct intervention by stockholders• Threat of firing• Threat of takeovers

1. Managerial Compensation

Managerial compensation should be constructed not only to retain competent managers, but to align managers'interests with those of stockholders as much as possible.

• This is typically done with an annual salary plus performance bonuses and company shares.• Company shares are typically distributed to managers either as:

o Performance shares, where managers will receive a certain number shares based on the company'sperformance

o Executive stock options, which allow the manager to purchase shares at a future date and price.With the use of stock options, managers are aligned closer to the interest of the stockholders as theythemselves will be stockholders.

2. Direct Intervention by Stockholders

Today, the majority of a company's stock is owned by large institutional investors, such as mutual funds andpensions. As such, these large institutional stockholders can exert influence on mangers and, as a result, the firm'soperations.

3. Threat of Firing

If stockholders are unhappy with current management, they can encourage the existing board of directors tochange the existing management, or stockholders may re-elect a new board of directors that will accomplish thetask.

4. Threat of Takeovers

If a stock price deteriorates because of management's inability to run the company effectively, competitors orstockholders may take a controlling interest in the company and bring in their own managers.

In the next section, we'll examine the financial institutions and financial markets that help companies finance theiroperations.

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Introduction - Types Of Financial Institutions And Their Roles

A financial institution is an establishment that conducts financial transactions such as investments, loans anddeposits. Almost everyone deals with financial institutions on a regular basis. Everything from depositing moneyto taking out loans and exchanging currencies must be done through financial institutions. Here is an overview ofsome of the major categories of financial institutions and their roles in the financial system.

Commercial Banks

Commercial banks accept deposits and provide security and convenience to their customers. Part of the originalpurpose of banks was to offer customers safe keeping for their money. By keeping physical cash at home or in awallet, there are risks of loss due to theft and accidents, not to mention the loss of possible income from interest.With banks, consumers no longer need to keep large amounts of currency on hand; transactions can be handledwith checks, debit cards or credit cards, instead.

Commercial banks also make loans that individuals and businesses use to buy goods or expand businessoperations, which in turn leads to more deposited funds that make their way to banks. If banks can lend money at ahigher interest rate than they have to pay for funds and operating costs, they make money.

Banks also serve often under-appreciated roles as payment agents within a country and between nations. Not onlydo banks issue debit cards that allow account holders to pay for goods with the swipe of a card, they can alsoarrange wire transfers with other institutions. Banks essentially underwrite financial transactions by lending theirreputation and credibility to the transaction; a check is basically just a promissory note between two people, butwithout a bank's name and information on that note, no merchant would accept it. As payment agents, banks makecommercial transactions much more convenient; it is not necessary to carry around large amounts of physicalcurrency when merchants will accept the checks, debit cards or credit cards that banks provide.

Investment Banks

The stock market crash of 1929 and ensuing Great Depression caused the United States government to increasefinancial market regulation. The Glass-Steagall Act of 1933 resulted in the separation of investment banking fromcommercial banking.

While investment banks may be called "banks," their operations are far different than deposit-gatheringcommercial banks. An investment bank is a financial intermediary that performs a variety of services forbusinesses and some governments. These services include underwriting debt and equity offerings, acting as anintermediary between an issuer of securities and the investing public, making markets, facilitating mergers andother corporate reorganizations, and acting as a broker for institutional clients. They may also provide researchand financial advisory services to companies. As a general rule, investment banks focus on initial public offerings(IPOs) and large public and private share offerings. Traditionally, investment banks do not deal with the generalpublic. However, some of the big names in investment banking, such as JP Morgan Chase, Bank of America andCitigroup, also operate commercial banks. Other past and present investment banks you may have heard of includeMorgan Stanley, Goldman Sachs, Lehman Brothers and First Boston.

Generally speaking, investment banks are subject to less regulation than commercial banks. While investment

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banks operate under the supervision of regulatory bodies, like the Securities and Exchange Commission, FINRA,and the U.S. Treasury, there are typically fewer restrictions when it comes to maintaining capital ratios orintroducing new products.

Insurance Companies

Insurance companies pool risk by collecting premiums from a large group of people who want to protectthemselves and/or their loved ones against a particular loss, such as a fire, car accident, illness, lawsuit, disabilityor death. Insurance helps individuals and companies manage risk and preserve wealth. By insuring a large numberof people, insurance companies can operate profitably and at the same time pay for claims that may arise.Insurance companies use statistical analysis to project what their actual losses will be within a given class. Theyknow that not all insured individuals will suffer losses at the same time or at all.

Brokerages

A brokerage acts as an intermediary between buyers and sellers to facilitate securities transactions. Brokeragecompanies are compensated via commission after the transaction has been successfully completed. For example,when a trade order for a stock is carried out, an individual often pays a transaction fee for the brokerage company'sefforts to execute the trade.

A brokerage can be either full service or discount. A full service brokerage provides investment advice, portfoliomanagement and trade execution. In exchange for this high level of service, customers pay significantcommissions on each trade. Discount brokers allow investors to perform their own investment research and maketheir own decisions. The brokerage still executes the investor's trades, but since it doesn't provide the otherservices of a full-service brokerage, its trade commissions are much smaller.

Investment Companies

An investment company is a corporation or a trust through which individuals invest in diversified, professionallymanaged portfolios of securities by pooling their funds with those of other investors. Rather than purchasingcombinations of individual stocks and bonds for a portfolio, an investor can purchase securities indirectly througha package product like a mutual fund.

There are three fundamental types of investment companies: unit investment trusts (UITs), face amount certificatecompanies and managed investment companies. All three types have the following things in common:

• An undivided interest in the fund proportional to the number of shares held• Diversification in a large number of securities• Professional management• Specific investment objectives

Let's take a closer look at each type of investment company.

Unit Investment Trusts (UITs)

A unit investment trust, or UIT, is a company established under an indenture or similar agreement. It has thefollowing characteristics:

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• The management of the trust is supervised by a trustee.• Unit investment trusts sell a fixed number of shares to unit holders, who receive a proportionate share of

net income from the underlying trust.• The UIT security is redeemable and represents an undivided interest in a specific portfolio of securities.• The portfolio is merely supervised, not managed, as it remains fixed for the life of the trust. In other words,

there is no day-to-day management of the portfolio.

Face Amount Certificates

A face amount certificate company issues debt certificates at a predetermined rate of interest. Additionalcharacteristics include:

• Certificate holders may redeem their certificates for a fixed amount on a specified date, or for a specificsurrender value, before maturity.

• Certificates can be purchased either in periodic installments or all at once with a lump-sum payment.• Face amount certificate companies are almost nonexistent today.

Management Investment Companies

The most common type of investment company is the management investment company, which actively managesa portfolio of securities to achieve its investment objective. There are two types of management investmentcompany: closed-end and open-end. The primary differences between the two come down to where investors buyand sell their shares - in the primary or secondary markets - and the type of securities the investment companysells.

• Closed-End Investment Companies: A closed-end investment company issues shares in a one-time publicoffering. It does not continually offer new shares, nor does it redeem its shares like an open-end investmentcompany. Once shares are issued, an investor may purchase them on the open market and sell them in thesame way. The market value of the closed-end fund's shares will be based on supply and demand, muchlike other securities. Instead of selling at net asset value, the shares can sell at a premium or at a discount tothe net asset value.

• Open-End Investment Companies: Open-end investment companies, also known as mutual funds,continuously issue new shares. These shares may only be purchased from the investment company andsold back to the investment company. Mutual funds are discussed in more detail in the Variable Contractssection.

Read more: Series 26 Exam Guide: Investment Companies

Non bank Financial Institutions

The following institutions are not technically banks but provide some of the same services as banks.

Savings and Loans

Savings and loan associations, also known as S&Ls or thrifts, resemble banks in many respects. Most consumersdon't know the differences between commercial banks and S&Ls. By law, savings and loan companies must have

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65% or more of their lending in residential mortgages, though other types of lending is allowed.

S&Ls emerged largely in response to the exclusivity of commercial banks. There was a time when banks wouldonly accept deposits from people of relatively high wealth, with references, and would not lend to ordinaryworkers. Savings and loans typically offered lower borrowing rates than commercial banks and higher interestrates on deposits; the narrower profit margin was a byproduct of the fact that such S&Ls were privately ormutually owned.

Credit Unions

Credit unions are another alternative to regular commercial banks. Credit unions are almost always organized asnot-for-profit cooperatives. Like banks and S&Ls, credit unions can be chartered at the federal or state level. LikeS&Ls, credit unions typically offer higher rates on deposits and charge lower rates on loans in comparison tocommercial banks.

In exchange for a little added freedom, there is one particular restriction on credit unions; membership is not opento the public, but rather restricted to a particular membership group. In the past, this has meant that employees ofcertain companies, members of certain churches, and so on, were the only ones allowed to join a credit union. Inrecent years, though, these restrictions have been eased considerably, very much over the objections of banks.

Shadow Banks

The housing bubble and subsequent credit crisis brought attention to what is commonly called "the shadowbanking system." This is a collection of investment banks, hedge funds, insurers and other non-bank financialinstitutions that replicate some of the activities of regulated banks, but do not operate in the same regulatoryenvironment.

The shadow banking system funneled a great deal of money into the U.S. residential mortgage market during thebubble. Insurance companies would buy mortgage bonds from investment banks, which would then use theproceeds to buy more mortgages, so that they could issue more mortgage bonds. The banks would use the moneyobtained from selling mortgages to write still more mortgages.

Many estimates of the size of the shadow banking system suggest that it had grown to match the size of thetraditional U.S. banking system by 2008.

Apart from the absence of regulation and reporting requirements, the nature of the operations within the shadowbanking system created several problems. Specifically, many of these institutions "borrowed short" to "lend long."In other words, they financed long-term commitments with short-term debt. This left these institutions veryvulnerable to increases in short-term rates and when those rates rose, it forced many institutions to rush toliquidate investments and make margin calls. Moreover, as these institutions were not part of the formal bankingsystem, they did not have access to the same emergency funding facilities.

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GGGGoals/Objectivesoals/Objectivesoals/Objectivesoals/ObjectivesState the desired goals and objectives to address the needs/problems stated above. Also include key benefits ofreaching goals/objectives.

Goal 1: Financial Knowledge

Delegation is a great idea. If you're not great with accounting, that may well be one of the first areas you outsource.Or perhaps you have an accountant or an entire accounting department on staff. As the boss, you must still beaware of what's happening financially. You should know where your money is going and what it's doing.

No, you don't have to keep the books yourself. But you do need to review the books, review the budgets, talk todepartment heads, check in on projects and do whatever it takes to know where the money is.

For freelancers and one-man shops such as myself, it's easy enough; I do the books, so I see the money. But mychallenge is in the lines that can blur when you work from home. I need childcare for date night and for workdays,Internet for business use and for personal use, a printer and office supplies for my company and for my kids'schooling. It's in my best business interest to figure out exactly what portion my business needs to pay for, exactlyhow much is tax deductible and so on.

Financial knowledge is the key to making financial progress. If it's your business, it's your money; make it yourbusiness to know everything you can about that money.

Goal 2: Financial Management

Managing your money means making your money earn its keep.

Never let your money sit idle. Your money should always be working for you. Pop it in an investment account, amutual fund or an interest-bearing savings account. Lend it out and earn interest that way.

It doesn't matter if the amount you have to work with is $100 or $1 million. Every dollar you have can work foryou, and should. Think of your funds as an employee. You wouldn't let your employees sit around idly on yourtime, twiddling their thumbs and taking up space. You give them work and you expect them to do it.

You should expect the same from your money. It takes only a little time out of your workday to manage yourmoney; it's not an active role that you have to do every day. It's something you set up and check, just as you setyour employees up with their work and check in on their progress.

Goal 3: Financial Perspective

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See your money for what it is: a means to an end. Money is a tool. It's not good; it's not evil. It's not the pinnacleof achievement to have lots of it, and it's not the depths of utter failure to have little of it. Money comes and goes.It is meant to flow, not be stagnant. A prospering business has money coming in and money going out.

Keeping this perspective is tough when money is tight and you're barely avoiding the red ink. Mymother-in-law recently invested thousands of dollars in a new phone system for her business. It was a toughdecision—they could have made it with the old-school, simple system—but the new system has improvedefficiency for all of her employees.

The new system prompts callers through a menu of options, leading them to the right department and providingbasic information such as store hours and address. As a result, everyone has to deal with fewer dead-end ormisdirected phone calls, and they've all been able to handle one of the busiest and most profitable spring seasonsthey've ever had.

Stop the money from flowing in, and your business will soon run dry. Stop the money from flowing out, and thebusiness will stagnate. No money out means you're not growing and improving your business. Your customerswill soon catch on, and the money will stop flowing in.

Sure, apply the financial truisms above to this goal. Don't let more money flow out than you have flowing in; butdo let it flow. And yes, by all means, avoid unnecessary spending; but don't avoid necessary investments back intoyour business.

If you want your customers to value your business, you need to value it first.

Procedures/ScopeProcedures/ScopeProcedures/ScopeProcedures/Scope ofofofof WorkWorkWorkWorkProvide detailed information about proposed procedures, if available, and the scope of work. Includeinformation on activities such as recruiting, training, testing, and actual work required.

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TimetableTimetableTimetableTimetableProvide detailed information on the expected timetable for the project. Break the project into phases, andprovide a schedule for each phase.

Description of Work Start and End Dates

Phase One START OPERATION SET UP 15 JUNE 2016/20 JUNE 2016

Phase Two LAUNCHING PROJECT JVA 20 JUNE 2016/1 JULY 2016

Phase Three FINISHING PROJCT JVA 31 DEC 2016

BudgetBudgetBudgetBudgetState the proposed costs and budget of the project. Also include information on how you intend tomanage the budget.

Description of Work Anticipated Costs

Phase One PURCHASED LAND 500 MILLION EURO

PURCHASED LOAD TANKER 2 MILLION EURO

MAIN CONTRACTOR 300 MILLION EURO

START CONSTRUCTION FEES 500 MILLION EURO

PURCHASED OIL PRODUCTS 500 MILLION EURO

PURCHASED GOLD BAR 500 MILLION EURO

PURCHASED BID TENDER WITH GOVT 30 MILLION EURO

LEASED STORAGE OIL TANK 500 MILLION EURO

Phase Two ADDITIONAL STOCK AND STORAGE 500 MILLION EURO

ADDITIONAL INFRASTRUCTURE 698 MILLION EURO

Phase Three GENERATING OIL BLENDED QUARRY 1 BILLION EURO

Total EURO 5,000,000,000.00

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Feroz Musa

Coordinator Director

Finance Director

Girish Sahasrabudhe

Marketing Director

PR Director

Sheikh Nasir

Lawyer

Legal Procurement

Director

RESERVED FOR

INVESTOR

KeyKeyKeyKey PersonnelPersonnelPersonnelPersonnelList the key personnel who will be responsible for completion of the project, as well as other personnelinvolved in the project.

EvaluationEvaluationEvaluationEvaluationDiscuss how progress will be evaluated throughout and at the end of the project.

Valuing oil and gas properties held by individuals or estates at three times (3x) annual cash flow (“3x Cash Flow”)has been a widely used rule of thumb for decades. More sophisticated users of the rule might apply it only toworking interests and apply a higher (say 5x) multiple for royalty or overriding royalty interests (“ORRIs”). Theconvention is to simply multiply the trailing 12-month cashflow figure generated by the subject property orcollection of properties by three (3) and the result presumably represents the market value of such properties.Numerous CPAs and attorneys have filed estate or gift tax returns using this methodology. Furthermore, manybank trust departments regularly use this methodology when valuing oil and gas properties.Because the approach is so simple and avoids petroleum engineering or appraisal fees, it is widely used,particularly forsmaller, nominal properties. However, this rule of thumb is often applied in situations beyond its useful boundsand can result inconclusions that differ dramatically from the actual market value of the subject properties.

CUSTOMERSERVICEDEPARTMENT

LEGALPROCUREMENTDEPARTMENT

OPERATIONDEPARTMENT

BANKINGDEPARTMENT

FINANCEDEPARTMENT

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The Likely Origin of the 3x Cash-Flow Rule of ThumbThe 3x Cash Flow rule probably gained significant traction decades ago in oil- and gas-producing regions likeTexas andOklahoma where legacy oil fields had relatively predictable declines. Property buyers probably set the acquisitionstandardbased on their expectation of field declines, and their desire to create some margin for error (not having sufficienttime orresources to perform detailed due diligence) as well as earn a spread for making a market in the interest. As theinterests werepassed down through family lines and further fractionalized, the cash flows were likely less material and thesellers often notsophisticated enough to know whether they were receiving Fair Value for their properties.

The Impact of Technologyn n nTechnological advances in recent decades have increased the value of oil and gas properties. The combination ofhorizontaldrilling with hydraulic fracturing have unlocked the enormous “shale” plays – the Barnett Shale in the late1990s/early 2000s andmore recently the liquids-oriented Bakken/Three Forks and Eagle Ford Shales during 2009 and 2010. This andother technology has breathed new life into legacy oil- and gas-producing regions in the U.S. Also, the advent ofthe auction houses such as EnergyNet,inc. (“EnergyNet”) or The Oil and Gas Asset Clearinghouse have increasedthe efficiency of the market for oil and gas properties resulting in higher values.

Potential Distortions in ValuationSophisticated buyers and sellers of oil and gas properties know that there can be significant value attributable tonon-producingproperties. Use of the 3x Cash Flow multiple applied to a collection of producing and non-producing propertiesimplicitlyives little or no value to the non-producing properties. Consider a 1,000 acre mineral tract in the Eagle Ford orMarcellus shale thathas been producing cash flow of approximately $100,000 per year from a non-shale depth. Under the rule, theminerals would have an implied value of $300,000. A closer examination might show that the property hassignificant upside potential related to the shale play and that the lease bonus on the shale depth minerals alonemight approximate $2,500 to $5,000 per acre or $2.5 to $5 million on a 1,000 acre tract. Clearly, the magnitude ofsuch a lease bonus (and the expected royalty cash flow stream from future production) implies a substantiallyhigher value for the property than the rule of thumb approach.

Market DataIn a recent issue of Oil and Gas Investor, Bill Britain, the president and CEO of EnergyNet, reported that cashflow multiples on royalty and ORRIs auctioned from January 2007 to June 2010 ranged from a low of 54 months(4.5x annual cash flow) for Gulf Coast properties (typically, short-lived properties), to about 90 months or higher(7.5x annual cash flow) for Permian, Mid-Continent, and ArkLaTex properties. The properties sold at auction are

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typically broken into the lowest definable strategic unit and are therefore undiversified and do not include anon-producing component.Mineral portfolios that have upside potential through significant non-producing acreagepositions typically trade at higher valuation multiples. In March 2010, Dorchester Minerals, LP, acquired a diversecollection of producing and non-producing royalty and mineral properties (the Maecenas properties) located in206 counties in 17 states (mostly Texas and North Dakota) at about 11x annualized cash flow.

ConclusionUse of the 3x Cash Flow rule of thumb could grossly understate value if the subject property base includes asignificant amountof non-producing minerals and especially if those minerals have significant known upside potential (located in ornear an activeshale play, for example). For smaller properties where engineering studies are not available, the auction house dataon specifictransactions is useful for valuation purposes, but such data is not publicly available and is difficult to obtain.Ultimately, thelocation and other characteristics of the subject properties (type of interest – royalty vs. working, diversification bygeography andby operator, ‘upside’ potential, and years of production history) should be considered in the valuation of thesubject properties

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