Investor Presentation

14
Business Combination with November 2012

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Investor Presentation

Transcript of Investor Presentation

Page 1: Investor Presentation

Bus iness Combinat ion with

N o v e m b e r 2 0 1 2

Page 2: Investor Presentation

Forward Looking Statements

In the interest of providing potential investors with information regarding Shona Energy Company, Inc. (“Shona"), including management's assessment of the future plans and operations of Shona, certainstatements contained in this corporate presentation constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation.

Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook","potential", "target" and similar words suggesting future events or future performance. In addition, statements relating to "reserves" are deemed to be forward-looking statements as they involve the impliedassessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future. Forward looking statementsor information in this presentation include, but are not limited to, statements or information with respect to: the expected closing date and use of proceeds from the financing; potential reserves and futureproduction with respect to current assets business strategy and objectives; development plans; exploration and drilling plans; reserve quantities and the discounted present value of future net cash flows fromsuch reserves; future production levels; wells drilled (gross and net); capital expenditures; cash flow; debt levels; operating and other costs; royalty rates and taxes.

With respect to forward-looking statements contained in this corporate presentation, Shona has made assumptions regarding, among other things: future capital expenditure levels; future oil and natural gasprices; future oil and natural gas production levels; future exchange rates and interest rates; ability to obtain equipment in a timely manner to carry out development activities; ability to market oil and naturalgas successfully to current and new customers; the impact of increasing competition; the ability to obtain financing on acceptable terms; and ability to add production and reserves through development andexploitation activities. Although Shona believes that the expectations reflected in the forward looking statements contained in this corporate presentation, and the assumptions on which such forward-lookingstatements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included inthis corporate presentation, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-lookingstatements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements willnot occur, which may cause Shona's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied bynot occur, which may cause Shona's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied bysuch forward-looking statements. These risks and uncertainties include, among other things, the ability of management to execute its business plan; general economic and business conditions; the risk ofinstability affecting the jurisdictions in which Shona operates; the risks of the oil and natural gas industry, such as operational risks in exploring for, developing and producing crude oil and natural gas andmarket demand; the possibility that government policies or laws may change or governmental approvals may be delayed or withheld; risks and uncertainties involving geology of oil and natural gas deposits;the uncertainty of reserves estimates and reserves life; the ability of Shona to add production and reserves through acquisition, development and exploration activities; Shona's ability to enter into or renewleases; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production (including declinerates), costs and expenses; fluctuations in oil and natural gas prices, foreign currency exchange rates and interest rates; risks inherent in Shona's marketing operations, including credit risk; uncertainty inamounts and timing of royalty payments; health, safety and environmental risks; risks associated with existing and potential future law suits and regulatory actions against Shona; uncertainties as to theavailability and cost of financing; and financial risks affecting the value of Shona’s investments. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties.

Any financial outlook or future oriented financial information in this corporate presentation, as defined by applicable securities legislation, has been approved by management of Shona. Such financial outlookor future oriented financial information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance onsuch information may not be appropriate for other purposes.

The forward-looking statements contained in this corporate presentation speak only as of the date of this corporate presentation. Except as expressly required by applicable securities laws, Shona does notundertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in thiscorporate presentation are expressly qualified by this cautionary statement.

The information contained in this corporate presentation does not purport to be all-inclusive or to contain all information that a prospective investor may require. Prospective investors are encouraged toconduct their own analysis and reviews of Shona, and of the information contained in this corporate presentation. Without limitation, prospective investors should consider the advice of their financial, legal,accounting, tax and other advisors and such other factors they consider appropriate in investigating and analyzing Shona.

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Page 3: Investor Presentation

Forward Looking Statements

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

Shona will not be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation. In an action for damages, Shona will not be liable for all or any portion of thosedamages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation. In no case will the amount recoverable exceed the price at which the securities weresold to the purchaser. Investors should refer to the applicable provisions of the securities legislation of their respective provinces or territories for the particulars of these rights or consult with a legal advisor.Forecast capital expenditures are based on Shona’s current budgets and development plans which are subject to change based on commodity prices, market conditions, drilling success, potential timingdelays and access to cash, cash flow, available credit and third party participation. Shona’s capital budget has been prepared based upon anticipated costs for equipment and services which are subject tofluctuation based upon market conditions, availability and potential changes or delays in capital expenditures.

Additionally, forecast capital expenditures do not include capital required to pursue future acquisitions. Anticipated production growth has been estimated based on (i) the proposed drilling program with asuccess rate based upon historical drilling success and an evaluation of the particular wells to be drilled and has been risked, and (ii) current production and anticipated decline rates. Although the forward-looking information contained herein is based upon assumptions which Management believes to be reasonable, Shona cannot assure investors that actual results will be consistent with this forward-lookinginformation.

“Best Estimate” is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the bestestimate. If probabilistic methods are used, there should be at least a 50 Percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

“High Estimate” is considered to be an optimistic estimate of the quantity that will actually be recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. Ifprobabilistic methods are used, there should be at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

“Low Estimate” is considered to be a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If probabilisticmethods are used, there should be at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate.

“Mean Estimate” is the statistical mean resource value for each exploration prospect. The statistical mean is dependent on the estimated probabilistic distribution of recoverable resources and is not thesame as the “best estimate” or P50 resource volume. These values can be arithmetically summed to obtain a total mean estimate for a group of prospects.

“Management Estimates” means the evaluation conducted by qualified reserves evaluators of the Shona technical team, effective 01 January 2012.

“Prospective Resources” are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects.Prospective resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated withrecoverable estimates assuming their discovery and development and may be subclassified based on project maturity. Unless otherwise indicated herein, the Prospective Resources set out in thispresentation are unrisked, meaning that they are not risked for chance of development or chance of discovery.

Estimates of unrisked Prospective Resources are pursuant to Management Estimates. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it willbe commercially viable to produce any portion of the resources. If a discovery is made, there is no certainty that it will be developed or, if it is developed, there is no certainty as to the timing of suchdevelopment.

Barrels of Oil EquivalentBarrels of oil equivalent (boe) is calculated using the conversion factor of 6 Mcf (thousand cubic feet) of natural gas being equivalent to one barrel of oil. Boes may be misleading, particularly if used inisolation. A boe conversion ratio of 6 Mcf:1 bbl (barrel) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at thewellhead.

Analogous InformationCertain noted drilling and completion data provided in this document may constitute "analogous information", such as mapping information obtained in geographical proximity to prospective exploratory landsto be held by Shona. Such information has been obtained from government sources, regulatory agencies or other industry participants. Management of Shona believes the information is relevant as it helpsto define the reservoir characteristics in which Shona may hold an interest. Shona is unable to confirm that the analogous information was prepared by a qualified reserves evaluator or auditor or inaccordance with the COGE Handbook and therefore, the reader is cautioned that the data relied upon by Shona may be in error and/or may not be analogous to such lands to be held by Shona.

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Page 4: Investor Presentation

Well-balanced asset portfolio

Established production and cash flow

Diversified oil & gas exploration opportunities in several different basins

Significant exposure to the largest emerging oil pl ays in Colombia

1.5 million gross acres in Caguan Basin heavy oil belt – which contains the 1.8 billion barrel oil in place Capella discovery

223 thousand gross acres in the Middle Magdalena Basin prospective for unconventional shale oil (potential of 5.4 billion barrels oil in place) – with an initial carry by ExxonMobil and Shell for approximately $100 million

Investment Highlights

Larger combined entity will benefit from increased scale

Superior access to lower-cost capital

Provides shareholders with enhanced trading liquidity

Increased ability to participate in regional consolidation activities

Accelerated continued participation in existing Sho na assets

Esperanza Block

Recent LOI with Altenesol to supply natural gas for the Nataly I LNG Project

4 high-potential gas prospects expected to be drilled in the second half of 2013

Serrania Block

Two significantly-sized oil prospects, including one of the largest undrilled four-way closures in northern South America

Estimated at a total of 250 million barrels of recoverable oil

Block 102

3D seismic program to be initiated in 2013 focusing on 30 to 100 MMBO leads on trend with 170 MMBO Capahuari Sur Frield

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Page 5: Investor Presentation

Strategic combination of Canacol Energy Ltd. (“Canaco l”) and Shona Energy Company, Inc. (“Shona”) announced on October 15, 2012

Equates to a transaction value of C$0.56* per Shona common share, based on the 15-day volume weighted average share price of Canacol at the time of announcement (C$0.4 449)

Transaction Overview

Security Exchanged for

Common SharesC$0.0896 cash consideration per share

and

Respective boards have unanimously approved the tra nsaction and the Directors and Officers of Shona an d Canacol have agreed to vote their shares in favour of the transa ction

Required shareholder approvals

66 2/3% of Shona Common and Preferred Shares voted at a special meeting of Shona shareholders

50% + 1 of Canacol Common Shares voted at a special meeting of Canacol shareholders

Transaction expected to close on December 19, 2012

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Common Shares and 1.0573 Canacol Common Shares per Shona Common Share

Preferred Shares $100 cash consideration per Preferred Share, plus payment of accrued dividends

Warrants Exercisable into 1.2587 Canacol Common Shares under economically equivalent terms

Page 6: Investor Presentation

Excellent mix of producing assets and exploration u pside

Existing and near term production (four producers in four basins) and free cash flow supports longer term exploration and appraisal projects

The combined entity will have one of the largest an d most diverse oil & gas portfolios in Colombia

Mix of conventional and unconventional opportunities

29 blocks covering 3.3 million acres in Colombia

Balanced Asset Portfolio

29 blocks covering 3.3 million acres in Colombia

Lower Magdalena Basin – significant natural gas reserves and production

Llanos Basin – existing light oil production with exploration upside

Caguan-Putumayo Basin – tremendous heavy oil upside

Middle Magdalena Basin – emerging shale oil opportunity

Other Latin American interests

Growing oil production base in Ecuador

Light oil exploration in Peru and Brazil

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Page 7: Investor Presentation

The company’s 100% W.I. Esperanza Block in the Lower Magdalena Basin covers 60,002 acres

Proven exploration concept with 3D seismic and AVO anomalies

January 1, 2012 Reserves (1)

Proved 70 BCF

Probable 34 BCF

Possible 85 BCF

Lower Magdalena Basin

Possible 85 BCF

Total 189 BCF

Potential 300 BCF (unrisked) on identified prospect s that have AVO anomalies

Current Cerro Matoso and E2 contracts provide for long-term natural gas sales of 14 mmcfpd

Negotiating gas sales Definitive Agreement with Altenesol LNG Colombia SAS to supply nearby Nataly I LNG project

6 (1) Gross reserves as per Collarini Associates NI 51-101 compliant reserves report effective January 1, 2012

Page 8: Investor Presentation

On October 10, 2012, Shona and Altenesol LLC signed a Gas Sales Letter of Intent to convert Shona’s na tural gas into Liquefied Natural Gas for sale to Altenesol’s off-t akers

Shona to supply 17,000 MCFD of natural gas at a pri ce per mcf of $4.50 - $5.25 via a meter at the Jobo Station

Doubles current gas sales and brings Shona to up to approx. $40MM in annual Cash Flow

Commencing around January 2015

Nataly I LNG Project

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Plant Location

72,000 GPDResidential/Industrial

56,000 GPDService Stations

60,000 GPDFleet Trucks

Page 9: Investor Presentation

• Canacol holds approximately 205,000 (net) acres in Llanos Basin targeting light oil over 6 blocks

• Rancho Hermoso & Enterrios

Net revenue production of 10,814 bopd (at quarter-end June 30, 2012)

Canacol holds a Risk Service Contract with Ecopetrol that applies to all production from the Mirador formation, and a Production Sharing Agreement for production from all other formations

• LLA 23

Operated 80% Working Interest on 92,000 (net) acres

Llanos Basin

Operated 80% Working Interest on 92,000 (net) acres

Management estimates net risked recoverable resources of 11.0 mmbbls and a net risked pre-tax PV10 of $242 million

Canacol anticipates drilling its first exploration well to test the Labrador prospect immediately to the north of the Rancho Hermoso field in Q4 2012

Total depth of approximately 11,200 ft and will take approximately 20 days to drill

• Additional Canacol interest in ANH operated blocks

LLA 10 - Non-operated 39% Working Interest in 74,000 (net) acres; ANH operates

Caño Los Totumos - non-operated 51% Working Interest in 10,500 (net) acres

Morichito - non-operated 15% Working Interest in ~9,000 (net) acres

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Drilled 13 of 13 successful wells

Page 10: Investor Presentation

The combined entity will have an interest in 9 bloc ks covering over 1.5 million gross acres, targeting more than 5 0 prospects and trends, in the Caguan Basin’s heavy oil trend

Caguan-Putumayo Basin

Block W.I. Operator Gross Acres

Ombu Block(1) 10% Sinochem 73,855

Sangretoro 100% Canacol 385,344

Cedrela 100% Canacol 319,804

Tamarin 100% Canacol 67,922

Achapo 100% Canacol 52,799

Portofino 40% Pacific Rubiales 258,680

Serrania 37.5% Hupecol 110,769

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Capelladiscovery

Serrania 37.5% Hupecol 110,769

Los Picachos 37.5% Hupecol 52,771

Macaya 37.5% Hupecol 195,254

Over 1,000km of 2D seismic data accumulated identif ying 47 prospects

Including one of the largest undrilled four-way closures in northern South America at the Serrania Block

6 stratigraphic well program underway for calendar 2012

Existing world class heavy oil discovery at Capella on the Ombu Block

Management estimates 1.8 billion barrels of OOIP (gross)

Booked 3P reserves of 7.7 million barrels net to the company

5 year plan of vertical and horizontal infill drilling to increase field’s productive capacity and book reserves

(1) Contains the Capella field which management estimates 1.8 billion barrels OOIP

Ecopetrol paid $209/acre for PUT 17 in 2012

PRE paid $155/acre for Portofino in 2011

Canacol paid $33/acre (average) for its approx. 1MM net acres

Page 11: Investor Presentation

In the Middle Magdalena Basin, the Company has an interest in 3 blocks covering 223 thousand acres

The position is prospective for unconventional shal e oil development

The La Luna formation is one of the world’s most productive source rocks

Analogue to the Eagle Ford shale in Texas

Middle Magdalena Basin

Purchase price for Carrao Energy was recovered in less than seven months via farm-outs

Management’s P50 estimate for net undiscovered petr oleum initially in place is 5.4 billion barrels

Sizable carried interest on the drilling of 6 wells beginning in Q3 2012

VMM2 – ExxonMobil will carry the total cost for two vertical wells and a horizontal well with multi-stage frac, capped at $50.0 million

VMM3 – Shell-Colombia acquired 100% participating interest and assumed ~$50 million in work commitments; Canacol has the option to exercise a 20% participating interest for no additional cost effective in 2014

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Page 12: Investor Presentation

Canacol holds a 25% W.I. in the JV company Pardalis ervices

Operator: Tecpetrol International(1) 40%, others: Schlumberger 20% and Sertecpet 15%

In February 2012, signed a 15 year incremental production contract with PetroEcuade for the Libertador and Atacapi mature fields in Northern Ecuador

Libertador and Atacapi fields have been producing for 30 years and are currently producing approximately 16,000 bopd – Pardaliservices partnership would be entitled to incremental production above this level

Pardaliservices will receive a fixed price tariff of $39.56 for each incremental barrel produced

PetroEcuador pays all operating expenses

Ecuador

AtacapiLibertador

Pardaliservices plans to spend a total of $334 mill ion ($93.3 million, net to Canacol)

Drill 31 new development wells and work over 28 existing wells over the 15-year period of the contract

Facilities expansion

Waterflood pilot for secondary recovery

High-Impact Potential

Estimated 45 MMBO incremental to Pardaliservices with an undiscounted revenue value of $1.8 billion ($450MM net to Canacol)

Actual production was 1,400 bopd over forecast in August 2012

The first four workovers resulted in actual production that was 80% higher than forecast

11 (1) Proven operator in Ecuador since 1999

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

Incremental 42 mmbls (gross)

Base Curve

Incremental

Page 13: Investor Presentation

Profile of Combined Entity

Current Production of 13,150 boe/dCurrent Production of 13,150 boe/d Production vs Exploration BlocksProduction vs Exploration Blocks

Canacol

Expl . - 21

Canacol

Prod. - 2

Shona

Expl . - 4

Shona

Prod. - 1

Canacol

10,814 boe/d

82%

Shona

2,333 boe/d

18%

Enterprise Value of $465 million (upon signing of the Definitive Agreement)

Approximately US$736 million of BT 2P PV10 reserve value

317 MMboe of prospective resources

12 (1) Net Company interest, effective as at Jan. 1, 2012 for Shona and as at Jun. 30, 2012 for Canacol

LQA Op. Cash Flow of $125MM/yearLQA Op. Cash Flow of $125MM/year

(1) Shona has Possible reserves of 78 bcf, or 13 MMboe

2P Net Reserves (1) of 32MMboe2P Net Reserves (1) of 32MMboe

Canacol

$103.5

83%

Shona

$21.4

17%

Shona shareholders will own approximately 28%

Board of Directors to be comprised of 6 Canacol

representatives and 2 Shona representatives

Net debt of $56.9MM, including $25MM of subordinate convertible debentures

Canacol

16.0 mmboe

50%

Shona

15.9 mmboe

50%

Page 14: Investor Presentation

Reasons to Own

Dominant position in Colombia’s heavy oil belt in t he Caguan-Putumayo Basin

Drilling results from stratigraphic tests on the Portofino and Cedrela contracts expected early 2013

Planned drilling of the Serrania Block in 2013 with up to 250 MMBO gross potential

Continued development of the existing 1.8 billion barrel OOIP Capella discovery

Substantial exposure to the tremendous oil shale po tential in the Middle Magdalena Basin

Fully-carried for up to $50MM each by Exxon (VMM2) and Shell (VMM3)

Pro Forma Canacol will have a very large and exciti ng asset portfolio with several near-term catalystsPro Forma Canacol will have a very large and exciti ng asset portfolio with several near-term catalysts

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Fully-carried for up to $50MM each by Exxon (VMM2) and Shell (VMM3)

Drilling results from the first 2 exploration wells in the VMM2 block expected in early 2013

Growing cash flow from continued monetization of the natural gas assets in the Lower Magdalena Basin

Pending definitive agreement on ground-breaking LNG project that doubles the Block’s cash flow in 2015

12 targeted prospects containing the potential for an additional 300 BCF of reserves with a 4-5 well drilling program scheduled for the second half of 2013

Additional light oil production potential and free cash flow generation out of the Llanos Basin

Spudding the first exploration well on the LLA-23 block to test the Labrador prospect in early November 2012

Ongoing acquisition of an additional 31 km2 of 3D seismic on the northern part of the LLA‐23 block

Near-term growth in Ecuador assets

Drilling 4 new development wells and working over 8 existing producing wells before the end of 2012