TOP Sproule Report 2008-5-31

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    TECHNICAL ASSESSMENT OF THE UNDISCOVERED

    HYDROCARBON RESOURCE POTENTIAL OF PEP 38348

    AND 38349, ONSHORE EAST COAST BASIN, NEW ZEALAND

    (As of May 31, 2008)

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    Copies: Trans-Orient (6 copies)Sproule International Limited (1 copy)Electronic (1)

    Project No.: 3738.70483

    Prepared For: Trans-Orient Petroleum Ltd.

    Authors: Douglas J. Carsted, P.Geol., Project LeaderBarrie F. Jose, P.Geoph.Suryanarayana Karri, M.Sc.

    Exclusivity: This report has been prepared for the exclusive use of Trans-Orient, and shallnot be reproduced, distributed, or made available to any other company orperson, regulatory body, or organization without the knowledge and writtenconsent of Sproule International Limited, and without the complete contents ofthe report being made available to that party.

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    Table of Contents Page 1

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    Table of Contents

    Introduction

    Disclaimer

    Assessment Procedures

    Exclusivity

    Certification

    Summary

    Table S-1 Summary of the Unproved Properties

    Table S-2a Summary of the Gross Undiscovered In-Place Oil ResourcesTable S-2b Summary of the Net Undiscovered In-Place Oil Resources

    Discussion

    General Overview

    Geological Review

    Conclusions

    Tables

    Within the text

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    Figures

    Figure 1 Map of New Zealand Highlighting Major Onshore and Offshore

    Basins

    Figure 2 Map of East Coast Basin New Zealand Highlighting PEP Blocks

    38348 and 38349

    Figure 3 Map of East Coast Basin Highlighting PEP 38348 and 38349

    Figure 4 North Island, East Coast Basin, Well Location Map

    Figure 5 Generalized Stratigraphy of East Coast Basin New Zealand

    Figure 6 Generalized Stratigraphy of East Coast Basin New Zealand with

    potential reservoirs, source rocks and seals

    Figure 7 Summary of Petroleum systems of the East Coast of New Zealand

    Figure 8 PEP 38348 - Leads with 2D Seismic Control and location of oil and

    gas seeps

    Figure 9 Summary of Petroleum systems of the East Coast of New ZealandFigure 10 Leads and Prospects identified on previous permit PEP38330

    Figure 11 PEP 38349 - Leads with 2D Seismic Control and location of oil and

    gas seeps

    Figure 12 Porosity Permeability cross plot for some select outcrop samples

    from the PEP Block 38348.

    Figure 13 Richness and Maturity of Waipawa and Whangai Source Rocks

    Figure 14 Comparison of Waipawa and Whanghai to North American

    Analogues

    Appendices

    Appendix A Definitions

    Appendix B Abbreviations

    Appendix C Unproved Properties

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    Introduction Page 1

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    Introduction

    This report was originally prepared during September 2007 and updated in May 2008, by

    qualified evaluators and auditors of Sproule International Limited (Sproule) at the request of

    Dr. David Bennett, Executive Chairman of Trans-Orient Petroleum Ltd. Trans-Orient Petroleum

    Ltd. is hereinafter referred to as the Company. The effective date of this report is May 31,

    2008.

    The report consists of a technical assessment of the undiscovered in-place hydrocarbon

    resources associated with the two onshore Petroleum Exploration Permit blocks (PEP 38348

    and 38349) held 100 percent by the Company and situated in the East Coast Basin, New

    Zealand (Figure 1). Figure 2 shows the outline of the two PEP blocks. The assessment was

    conducted using data provided by the Company, data available in the public domain and from

    the non-confidential files of Sproule.

    The resource estimates for the two PEP Blocks are based on a probabilistic model of the

    expected reservoir parameters of undiscovered prospective reservoirs and traps that may be

    encountered within the blocks. The reservoir parameters of porosity, water saturation, pay

    thickness, area and formation volume factors were selected based on the available data and are

    considered to represent the range of possible values that may be encountered by future

    exploration wells.

    As no commercial discoveries have been made on either of the PEP blocks as of the effective

    date of this report, no proved, probable or possible reserves have been assigned to the blocksat this time and the lands have been assessed as unproved properties.

    As of the effective date of this report, the Company owns a 100 percent working interest in the

    blocks addressed in this report. The undiscovered resources referred to in this report are

    reported herein as the total 100 percent in-place volumes and as to the Companys 100 percent

    working interest.

    This single volume report contains an Introduction, Summary and Discussion accompanied by

    pertinent Tables, Figures, and Appendices. The Introduction includes disclaimers and pertinent

    author certificates, the Summary presents a high-level summary of the review, and theDiscussion includes our commentary pertaining to the assessment of the two PEP blocks.

    The definitions used in this report are in accordance with those presented in the Canadian Oil

    and Gas Evaluators Handbook (COGEH).

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    Introduction Page 2

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    Disclaimer

    This report has been prepared by qualified evaluators and auditors of Sproule International

    Limited using current geological and engineering knowledge and techniques. It has been

    prepared within the Code of Ethics of the Association of Professional Engineers, Geologists and

    Geophysicists of Alberta. Nevertheless, the assessment presented in this report could be

    affected by the data received, and the procedures used by Sproule International Limited, as

    qualified below.

    1. Property descriptions, details of interests held, and well data, as obtained from the

    Company, or public sources, were accepted as represented. No further investigation was

    made into either the legal titles held or any operating agreements in place relating to the

    subject properties.

    2. In the preparation of this review, a field inspection of the holdings was not undertaken.

    Certain relevant geological data were made available by the Company, or were obtained

    from public sources or from the non-confidential files of Sproule.

    The certificates of those evaluators involved in the preparation of this report have been

    included.

    Assessment Procedures

    In the technical review of the unproved properties, all known pertinent factors including geologic

    structures, prospective producing zones, terrain and accessibility, access to markets, risk and

    the economics of exploration, development and production have been considered. No estimate

    of fair market value for these lands has been included, but estimates of undiscovered resource

    potential have been made.

    Exclusivity

    This report has been prepared for the exclusive use of Trans-Orient Petroleum Ltd. It may not

    be reproduced, distributed, or made available to any other company or person, regulatory body,or organization without the knowledge and written consent of Sproule International Limited, and

    without the complete contents of the report being made available to that party.

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    Introduction Page 3

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    Certification

    Report Preparation

    The report entitled Technical Assessment of the Undiscovered Hydrocarbon Resource

    Potential of PEP 38348 and 38349, Onshore East Coast Basin, New Zealand, As of May 31,

    2008, was prepared by the following Sproule personnel:

    Original signed by D. J. Carsted

    ________________________________________

    Douglas J. Carsted, P.Geol.

    Project Leader;

    Vice-President, Geoscience

    Original signed by B. F.Jose

    ________________________________________

    Barrie F. Jose, M.Sc., P.Geoph.

    Chief Geophysicist

    Manager, Geoscience

    Original signed by S. Karri

    ________________________________________

    Suryanarayana Karri, M.Sc.,

    Senior Petrophysical Specialist

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    Introduction Page 4

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    Sproule Executive Endorsement

    This report has been reviewed and endorsed by the following Executive of Sproule:

    Original signed by J. L. Chipperfield

    ________________________________________

    John L. Chipperfield, P.Geol.

    Senior Vice-President

    Permit to Practice

    Sproule International Limited is a member of the Association of Professional Engineers,

    Geologists and Geophysicists of Alberta and our permit number is P6151.

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    Introduction Page 5

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    Certificate

    Douglas J. Carsted, B.Sc., P.Geol.

    I, Douglas J. Carsted, Vice-President, Geoscience, and Director at Sproule International

    Limited, 900, 140 Fourth Ave SW, Calgary, Alberta, declare the following:

    1. I hold the following degrees:

    a. B.Sc. (Honours) Geology (1982) University of Manitoba, Winnipeg MB, Canada

    b. B.Sc. Chemistry (1979) University of Winnipeg, Winnipeg MB, Canada

    2. I am a registered professional:

    a. Professional Geologist (P.Geol.) Province of Alberta, Canada

    3. I am a member of the following professional organizations:

    a. Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA)

    b. Canadian Society of Petroleum Geologists (CSPG)

    c. American Association of Petroleum Geologists (AAPG)

    d. Petroleum Society of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM)

    e. Canadian Well Logging Society (CWLS)

    f. Indonesian Petroleum Association, Professional Division (IPA)

    4. I am a qualified evaluator and auditor as defined in National Instrument 51-101.

    5. My contribution to the report entitled Technical Assessment of the Undiscovered

    Hydrocarbon Resource Potential of PEP 38348 and 38349, Onshore East Coast Basin, New

    Zealand (As of May 31, 2008), is based on my geological knowledge and the data provided

    to me by the Company, from public sources, and from the non-confidential files of Sproule

    International Limited. I did not undertake a field inspection of the properties.

    6. I have no interest, direct or indirect, nor do I expect to receive any interest, direct or indirect,

    in the properties described in the above-named report or in the securities of Trans-Orient

    Petroleum Ltd.

    Original signed by D. J. Carsted

    Douglas J. Carsted, P.Geol.

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    Certificate

    Barrie F. Jose, M.Sc., P.Geoph.

    I, Barrie F. Jose, Manager, Geoscience, and Associate at Sproule International Limited, 900,

    140 Fourth Ave SW, Calgary, Alberta, declare the following:

    1. I hold the following degrees:

    a. M.Sc. Geophysics (1979) University of British Columbia, Vancouver BC, Canada

    b. B.Sc. (Honours) Geological Science with Physics (1977) Queens University, Kingston ON,

    Canada

    2. I am a registered professional:

    a. Professional Geophysicist (P.Geoph.) Province of Alberta, Canada

    3. I am a member of the following professional organizations:

    a. Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA )

    b. Canadian Society of Exploration Geophysicists (CSEG)

    c. Society of Exploration Geophysicists (SEG)

    d. Canadian Society of Petroleum Geologists (CSPG)

    e. American Association of Petroleum Geologists (AAPG)

    f. Petroleum Exploration Society of Great Britain (PESGB)

    g. European Association of Geoscientists and Engineers (EAGE)

    4. I am a qualified reserves evaluator and reserves auditor as defined in National Instrument51-101.

    5. My contribution to the report entitled Technical Assessment of the Undiscovered

    Hydrocarbon Resource Potential of PEP 38348 and 38349, Onshore East Coast Basin, New

    Zealand (As of May 31, 2008), is based on my geophysical knowledge and the data

    provided to me by the Company, from public sources, and from the non-confidential files of

    Sproule International Limited. I did not undertake a field inspection of the properties.

    6. I have no interest, direct or indirect, nor do I expect to receive any interest, direct or indirect,

    in the properties described in the above-named report or in the securities of Trans-OrientPetroleum Ltd.

    Original signed by B. F. Jose

    Barrie F. Jose, P.Geoph.

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    Certificate

    Suryanarayana Karri, M.Sc.

    I, Suryanarayana Karri, Senior Petrophysicist, at Sproule International Limited, 900, 140 Fourth

    Ave SW, Calgary, Alberta, declare the following:

    1. I hold the following degrees:

    a. M.Sc. Engineering Physics and Instrumentation (1983), Osmania University, Hyderabad, India

    2. I am a member of the following professional organizations:

    a. Society of Petroleum Engineers (SPE)

    b. The Society of Petrophysicists and Well Log Analysts (SPWLA)

    c. Canadian Society of Petroleum Geologists (CSPG)

    3. My contribution to the report entitled Technical Assessment of the Undiscovered

    Hydrocarbon Resource Potential of PEP 38348 and 38349, Onshore East Coast Basin, New

    Zealand (As of May 31, 2008), is based on my engineering knowledge and the data

    provided to me by the Company, from public sources, and from the non-confidential files of

    Sproule International Limited. I did not undertake a field inspection of the properties.

    4. I have no interest, direct or indirect, nor do I expect to receive any interest, direct or indirect,

    in the properties described in the above-named report or in the securities of Trans-Orient

    Petroleum Ltd.

    Original signed by S. Karri

    Suryanarayana Karri, M.Sc.

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    Certificate

    John L. Chipperfield, B.Sc., P.Geol.

    I, John L. Chipperfield, Senior Vice-President (Geoscience) and Director of Sproule Associates

    Limited, 900, 140 Fourth Ave SW, Calgary, Alberta, declare the following:

    1. I hold the following degree:

    a. B.Sc. (Honours) Geology (1972) University of Alberta, Edmonton AB, Canada

    2. I am a registered professional:

    a. Professional Geologist (P.Geol.) Province of Alberta, Canada

    3. I am a member of the following professional organizations:a. Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA)

    b. Canadian Society of Petroleum Geologists (CSPG)

    c. American Association of Petroleum Geologists (AAPG)

    d. Petroleum Society of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM)

    e. Canadian Well Logging Society (CWLS)

    f. Ontario Petroleum Institute (OPI)

    4. I am a qualified evaluator and auditor as defined in National Instrument 51-101.

    5. My contribution to the report entitled Technical Assessment of the UndiscoveredHydrocarbon Resource Potential of PEP 38348 and 38349, Onshore East Coast Basin, New

    Zealand (As of May 31, 2008), is based on my geological knowledge and the data provided

    to me by the Company, from public sources, and from the non-confidential files of Sproule

    Associates Limited. I did not undertake a field inspection of the properties.

    6. I have no interest, direct or indirect, nor do I expect to receive any interest, direct or indirect,

    in the properties described in the above-named report or in the securities of Trans-Orient

    Petroleum Ltd.

    Original signed by J. L. Chipperfield

    John L. Chipperfield, P.Geol.

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    Summary Page 1

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    Summary

    This assessment is based on interpreted technical data including seismic structure maps, well

    logs, seismic cross-sections, and other information supplied by the Company, published

    information and our personal knowledge of the geology and economics of oil and gas

    exploration, development and production in these areas of New Zealand.

    The Company has been granted two five-year exclusive petroleum exploration permits by the

    Government of New Zealand, covering PEP blocks 38348 and 38349, effective November 8,

    2006 and expiring November 7, 2011. Both permits are located in the East Coast Basin on the

    North Island. The terms of both agreements are identical and are discussed later in this report.

    A summary of the lands held by the Company as PEP 38348 and PEP 38349 blocks, as of May

    31, 2008, is presented in Table S-1.

    Table S-1Summary of Unproved Properties

    PEP Blocks 38348 and 38349, New Zealand

    AreaWorking

    InterestGross Acres Net Acres

    PEP Block 38348 100 % 530,535 530,535

    PEP Block 38349 100 % 1,633,366 1,633,366

    Total Unproved Properties 2,163,901 2,163,901

    No proved, probable or possible reserves have been assigned to these holdings at this time and

    they have been assessed as unproved properties. Based on our assessment, it is our opinion

    that these permits contain Undiscovered Resources, as defined in the Canadian Oil and Gas

    Evaluation (COGE) Handbook:

    "Undiscovered Resources are those quantities of oil and gas resources estimated on a

    given date to be contained in accumulations yet to be discovered.

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    Under National Instrument (NI) 51-101, companies are permitted to disclose such resources, in

    addition to reserves, based on the classification criteria defined in the Canadian Oil and Gas

    Evaluation Handbook (COGEH). Additional guidance concerning disclosure of resources is

    provided in the Canadian Securities Administrators (CSA) Staff Notice 51-321, issued in

    November 2006; in particular, this notice provides guidance concerning disclosure of

    undiscovered resources and permits the disclosure of such resources as in-place volumes,

    rather than recoverable volumes.

    The COGEH definitions permit the subdivision of undiscovered resources into recoverable and

    unrecoverable categories. The recoverable category consists of prospective resources, (which

    are technically recoverable and economic) and unrecoverable resources (which are neither

    technically recoverable nor economic), neither of which is applicable to the undiscovered

    resources estimated to exist on these land holdings at this time.

    After reviewing the geological information related to these two permits, it is our opinion thatthere is an equal chance of discovering either gas or oil within the identified prospects and

    leads. To simplify the modeling and analysis, the structures were deemed to be oil-bearing, with

    the volumes reported as barrels of oil equivalent (BOE). Thus, the undiscovered hydrocarbon

    resources estimated to exist on the two PEP Blocks are reported as BOE in-place volumes.

    A summary of the gross undiscovered in-place hydrocarbon resources estimated to exist within

    the PEP 38348 and 38349 blocks, as of May 31, 2008, is presented in Table S-2a, as follows:

    Table S-2a

    Summary of the Gross Undiscovered In-Place Hydrocarbon Resources

    PEP Block 38348 and Block 38349, New Zealand

    BOE1-in-Place (MMbbls)

    2

    Area Low Estimate Best Estimate High Estimate

    PEP 38348 615 1002 1773

    PEP 38349 601 710 866

    Total3

    1316 1736 2513

    1

    Barrels of oil equivalent2 Unrisked

    3The total reported is the sum of all probabilistic cases and will not equal the arithmetic sum of the individual zone or play type

    due to the effects of statistical aggregation.

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    Table S-2bSummary of the Net1 Undiscovered In-Place Hydrocarbon Resources

    PEP Block 38348 and Block 38349, New Zealand

    BOE2-in-Place (MMbbls)

    3

    Area Low Estimate Best Estimate High Estimate

    PEP 38348 615 1002 1773

    PEP 38349 601 710 866

    Total4

    1316 1736 2513

    1 Net Interest 100%

    2Barrels of oil equivalent

    3 Unrisked4

    The total reported is the sum of all probabilistic cases and will not equal the arithmetic sum of the individual zone or play type

    due to the effects of statistical aggregation.

    There is no certainty that any portion of the undiscovered resources will be discovered

    and that, if discovered, it may not be economically viable or technically feasible to

    produce.

    In reviewing the lands, we have taken into account all known available pertinent factors, such as

    lands having similar geological prospects, geological structures, prospective producing zones,

    level of exploration and development activity, terrain, accessibility, access to markets, operatingstatus of the lands, and acquisition costs.

    No fair market value has been assigned to these lands at this time.

    Out of the Companys inventory of prospects and leads they have identified three non-

    contingent drilling locations which they plan to drill in 2009. The Company is currently

    negotiating a drilling contract with NRG Services to drill the initial two wells with an option to drill

    one additional well per permit. A total drilling budget of USD 3.3 million has been established

    and will be funded out of the Companys current working capital.

    The drilling program will satisfy the work commitment requirements for each of the permits

    which require one well to be drilled on each permit prior to November 2009 to maintain the

    permits in good standing.

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    In Sproules opinion the estimated drill and complete cost of USD 1.1 million per well is

    reasonable given the estimated target depths. The company is continuing to evaluate new

    seismic data and plans to acquire additional seismic data over several of the target locations.

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    Discussion Page 1

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    Discussion

    General Overview

    Hydrocarbons are found in most New Zealand sedimentary basins (Figure 1). To date, all of

    New Zealands production has been from the Taranaki Basin, located in the southwest of the

    North Island. It is believed that the rest of the under-explored basins have potential for

    commercial hydrocarbon discoveries.

    Petroleum Exploration Permit (PEP) blocks 38348 and 38349 are situated in the East Coast

    Basin, on the North Island, as shown in Figure 2. The Government of New Zealand granted

    these exclusive permits on November 8, 2006. PEP 38348 covers a part of the basin north of

    Gisborne and PEP 38349 covers part of the Hawke Bay area and south to Cape Turnagain. The

    terms of both permits are identical with regard to the work program which must be carried out,as detailed later.

    The two blocks cover a large portion of the basin, with PEP 38348 extending over 530,524

    acres and PEP 38349 extending over 1,633,331 acres. Figure 3 shows the location of the two

    blocks relative to other exploration permits and seismic data. Of the approximately 40 wells

    drilled in the basin (Figure 4), approximately 20 have been drilled in these two blocks.

    Although numerous gas and oil seeps have been documented, the East Coast Basin remains

    one of the least explored areas in New Zealand. Petroleum exploration in the basin started in

    the mid-1800s, however, none of the wells drilled to date have encountered commercialpetroleum accumulations.

    In general terms, the permit holder must, within 12 months of the commencement date of the

    permit, review the available seismic, reprocess and interpret as necessary, conduct

    geochemical studies, examine structures in prospective areas and carry out petrographic tests

    on reservoir and source formations. The permit holder must then make a commitment to

    complete the next phase of the exploration program, which requires, within 24 months of the

    commencement date of the permit, the acquisition, processing and interpretation of a minimum

    of 20 kilometers of 2D seismic data, additional geological, geochemical and geophysical studies

    and commitment to complete the third work program. The third phase requires the permit holderto drill one exploration well to an agreed objective or depth within 36 months of the

    commencement date of the permit. At the end of this period, the permit holder must surrender

    25 percent of the permit area or surrender the entire permit. If a portion of the permit is retained,

    the permit holder must submit a work program proposal for the remainder of the permit term.

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    With the Companys current drilling program of three prospects, outlined in the table below, the

    Company will have fulfilled its work commitment for the first 36 months of the permits.

    Drilling Prospects 2009

    Prospect PEP Target Lithology Estimated

    Depth

    Boar Hill 38349 Miocene turbidite

    Fractured Waipawa shale

    1200 metres

    Kowhai 38348 Upper-Mid Miocene Sandstone 1200 metres

    Waitangi 28248 Paleocene-Cretaceous Sandstone 750 metres

    The East Coast Basin has been identified as having reservoir, source rock and trap potential.

    From the mid-1800s, several petroleum exploration companies conducted exploration in the

    region. During this exploration phase, several companies, starting with BP, Shell and Todd in

    1960s, conducted seismic profiling of this vast basin. In addition, a number of oil and gas

    seeps, the majority being gas seeps, were identified by surface geological mapping all over the

    basin. The most significant of the oil seeps occur at Rotokautuku (north of PEP 38348), Totangi

    and Waitaning (within PEP 38348). Several exploratory wells drilled on the identified structures

    and encountered numerous minor oil and gas shows, however, the wells drilled in these two

    blocks did not yield commercial hydrocarbons. The lack of success has been attributed to the

    lack of an adequate understanding of the structural geology of the basin.

    Geological Review

    The East Coast Basin of New Zealand covers an area of approximately 75,000 sq. km or

    18,532,500 acres, extending from East Cape, in the northeast, to Kaikoura, in the southwest.

    The region straddles the plate boundary where the Pacific Plate, to the east, is being subducted

    beneath the Australian Plate to the west. The basin is a complex structural province, bounded

    by the axial ranges in the west and the Hikurangi Trough in the east. From north to south, the

    region is sub-divided into three main geographic areas, the Raukumara Peninsula, Hawkes Bay

    and Wairarapa. These areas are large and geologically complex.

    The basin fill is extremely thick, with more than 10,000 feet of sediments in some areas, and thestratigraphy is complex. A generalized stratigraphic column is shown in Figures 5 and 6. Figure

    7 summarizes the petroleum systems of the East Coast Basin. It is suggested that some Late

    Cretaceous units, such as the Koranga, Te wara, Waimana, Wairata etc., are promising

    prospective reservoirs. Several Late Cretaceous to Paleogene units, such as the Tahora,

    Wanstead, Weber and Whangai formations, are also thought to have good reservoir potential.

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    Finally, the Neogene Whangara, Wescott, Takirtini, Waipitaki, and Ngatapa formations, also

    have reservoir potential.

    In this analysis, 56 identified leads or prospects within the two blocks were considered; with the

    main target reservoir being Miocene sandstone and Pliocene limestone formations. Cretaceous

    formations were also considered as secondary targets, where appropriate.

    Prior to the issuance of the current permits, PEP 38348 was partially covered by PEP 38330,

    operated by Indo Pacific Energy Ltd. The previously identified leads and prospects on this block

    are shown in Figure 8. Figure 9 presents a map showing the leads and prospects identified

    within PEP 38348, the location of the 2D seismic control (blue), and the locations of the

    recorded oil (green) and gas seeps (red).

    Similarly, PEP 38349 was previously partially covered by PEP 38328 and PEP 38332, both

    operated by Indo Pacific Energy Ltd. The previously identified leads and prospects on thosepermits are shown in Figure 10. Figure 11 presents a map showing the leads and prospects

    identified within PEP 38349, the location of the 2D seismic control (blue), and the locations of

    the recorded oil (green) and gas seeps (red).

    Digital well log data for three exploration wells (Hukarere-1, Kereru-1 and Whakatu-1) was

    obtained from the New Zealand Ministry of Economic Development Crown Minerals website.

    These wells did not encounter any hydrocarbon-bearing formations when drilled. The well log

    data was primarily used to estimate the range of expected porosity values that would be used in

    the probabilistic model. This information was supplemented by porosity and permeability data

    measured on samples collected from outcrops within the permit area (Figure12).

    The assessment of the porosity ranges, listed in the table below, was also based on reports

    available on the New Zealand Ministry of Economic Development Crown Minerals website.

    Because the existing exploration wells within the two blocks did not encounter hydrocarbons,

    the range of water saturation values used in the model were based on water saturations found

    in other known hydrocarbon pools with similar porosity values. The range of prospective areas

    for the various leads was estimated from maps supplied by the Company or available from the

    New Zealand Ministry of Economic Development Crown Minerals website. The net reservoir

    thickness values used in the models was based on the target reservoir and ranged from 5 to 50

    feet for sandstone reservoirs and 10 to 100 feet for several of the large carbonate reservoirs.The range of values used for the formation volume factor is considered reasonable to represent

    crude oils with a range of solution gas ratios.

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    Reservoir Potential

    The following table summarizes the potential reservoir units in the East Coast Basin:

    Potential Reservoir Units of the East Coast Basin, New Zealand.

    Formation/ Unit Age RegionReservoir

    Potential

    Thickness

    (m)

    %Sand

    Porosity

    %

    Permeability

    mD

    Limestone Plio-Pleistocene H, W Good ~100 - 90 8 90 39431 90 22 3-128

    Regions: R= Raukumara Peninsula, H=Hawkes Bay, W=Wairarapa

    Outcrop studies have shown that the Miocene sandstones have generally better reservoirquality. Figure 12 shows the porosity and permeability relationship color-coded by age for PEP

    Block 38348, confirming that the upper Miocene sandstone formations have the best reservoir

    quality compared to the other formations.

    Seals

    Widespread reservoir seals of both lateral and stratigraphic nature are observed in the basin but

    their characteristics are not well documented. The smectitic Wanstead formation is considered

    to have better sealing characteristics for entrapment of hydrocarbons from Cretaceous andPaleocene sources. Similarly, mudstones act as seals to trap hydrocarbons in the Neogene

    sandstone and limestone formations.

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    Traps

    The tectonic setting of the East Coast Basin, on both Cretaceous and Neogene plate

    boundaries, has resulted in a large number of widely distributed potential structural traps and a

    complex history of closure development and reactivation. While many structures are thrust-

    controlled, a strike-slip component cannot be ruled out. In addition, extensional faulting and

    rifting, especially during the late Cretaceous and Paleogene, have contributed to the creation of

    several sub-basins and prominent structures. The formation of several stratigraphic traps is also

    attributed to the interaction of tectonics and eustacy. The identified potential structural and

    stratigraphic traps in the two PEP blocks are individually described in the following section.

    Overview of Prospects and Leads in PEP 38348 and 38349

    Methodology

    All available data was loaded into Schlumbergers Petrel3D visualization software to facilitate

    integration. This data included all 2D seismic lines, well locations, cultural features such as

    shorelines and lease boundaries, satellite imagery, including Landsat and digital elevation

    model (DEM) data, and an inventory of geo-rectified map images including surface geology and

    local and regional time structure maps. Prospect shapes, geochemical oil and gas seeps, and

    regional and local fault trends were captured from the inventory of maps as polygon elements

    within the Petrel project. The prospects polygons identified by the Company had been a

    combination of both seismic and surface topographic anomalies, however, the horizoninterpretation was not provided and it was beyond the scope of this review to interpret the 2D

    data. The seismic was used within the visualization system for comparison against the

    Companies lead polygons.

    The information available for review by Sproule indicates that reservoir quality rocks are present

    within the two PEP blocks. Of the twenty wells drilled in the two blocks, digital well logs were

    available for only three wells (Whakatu-1, Hukarere-1, and Kereru-1).

    For the PEP 38348 block, fifteen prospects and leads, each with one or two prospective zones,

    were considered. Similarly, for the PEP 38349 block, forty-one prospects and leads wereconsidered.

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    The following tables list the prospects and leads considered for the PEP 38348 and 38349

    blocks:

    PEP 38348

    Identified Prospects and Leads

    Prospect/Lead Target Reservoir Lithology Hydrocarbon

    Pauariki Prospect Lower Miocene Sandstone Oil/Gas

    Matanui Lead Lower Miocene Sandstone Oil/Gas

    Mid-Waiau Lead MidLower Miocene Sandstone Oil/Gas

    Mangaroa Lead Mid-Lower Miocene Sandstone Oil/Gas

    Kowhai Lead Upper-Mid Miocene Sandstone Oil/Gas

    Arataha Lead UpperMid Miocene Sandstone Oil/GasWharekaka Lead UpperMid Miocene Sandstone Oil/Gas

    Paroa Lead UpperMid Miocene Sandstone Oil/Gas

    Tolaga Deep Lead MidLower Miocene Sandstone Oil/Gas

    Arakihi Anticline Lead Upper Miocene Sandstone Oil/Gas

    Kanakanaia Lead Lower Miocene Sandstone Oil/Gas

    Waingaromia Prospect Lower Miocene Sandstone Oil/Gas

    Waitangi Hill Crest Lead Paleocene-Cretaceous Sandstone Oil/Gas

    Te Hau Lead Lower Miocene Sandstone Oil/Gas

    Te Karaka Lead Lower Miocene Sandstone Oil/Gas

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    PEP38349

    Identified Prospects and Leads

    Prospect/Lead Target Reservoir Lithology Hydrocarbon

    Port Napier Prospect Pliocene, Miocene and/or Cretaceous Limestone/Sandstone Oil/Gas

    Palomino Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Fernhill Lead Pliocene Limestone Oil/Gas

    Speedy Prospect Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Boar Hill Prospect Late Cretaceous Mudstone Oil/Gas

    Seafield Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Maimai Lead Miocene Sandstone Oil/Gas

    Runanga Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Carrick Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Clive Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Clifton Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Brookvale Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Cessna Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Burma Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Opapa Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Tukituki Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Kahahakuri Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Tikokino east Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Salisbury Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Gala Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Okauawa Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Ongonga East Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    El Dorado Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Parson Lead Pliocene Limestone Oil/Gas

    Ashcott Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Rosearl Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Hatuma Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Woburn Lead Miocene Sandstone Oil/Gas

    Awanui Lead Miocene Sandstone Oil/Gas

    Tourere Lead Miocene and Eocene-Paleocene Sandstone Oil/Gas

    Pukerua Lead Miocene Sandstone Oil/Gas

    Maunga Lead Miocene and Eocene-Paleocene Sandstone Oil/Gas

    Mangatoro Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Lakeview Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

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    PEP38349

    Identified Prospects and Leads

    Prospect/Lead Target Reservoir Lithology Hydrocarbon

    Oporae Lead Miocene Sandstone Oil/Gas

    Waewaepa North Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Waewaepa South Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Waitahora Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Titree Lead Miocene and Oligocene Sandstone Oil/Gas

    Mangaorapa Lead Miocene and Oligocene Sandstone Oil/Gas

    Coonoor Lead Pliocene and/or Miocene Limestone/Sandstone Oil/Gas

    Each of the anomalies is briefly described in the following discussion.

    PEP 38348

    Pauariki Prospect

    This outcrop structure was formerly known as Area 32 of Taranaki Oil Ltd, where the off-

    structure Waiapu-2 well was drilled in late 1927. Significant gas shows were reported during

    drilling of this well. The Pauariki structure consists of NNE-trending stacked hanging wall

    anticlines over low-angle WNW-dipping thrusts, with an observed minor south plunge on

    seismic and a north plunge from surface geology. The target reservoirs are the Lower Miocene

    sandstones and the Basal Miocene Whangara Formation. Lower Miocene shales act as seals.

    Possible source rock are the PaleoceneMaastrichtian marine carbonaceous shales (Waipawa

    Black Shale & Whangai Formation), and Upper Cretaceous carbonaceous shale interbeds. The

    deeper stacked anticlines are best imaged on 2D seismic line ip-330-97-01 and the closure

    appears weak on two lines (ip-330-98-101 & ip-330-98-101). Some gas seeps have been

    identified in the local area.

    Matanui Lead

    This an outcrop structure referred to in 1928 by Taranaki Oil Ltd as being a potentially largefeature with an axial surface mapped NNE-trending anticline. Surface exposure at crest is mid-

    Miocene mudstone. Reservoir targets include lower to basal Miocene turbidite sandstones. A

    single seismic line, ip3330-97-01, shows a large, but poorly imaged, shallow anticlinal high

    supporting the Companys identified lead.

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    Mid-Waiau Lead

    One, or possibly two, anticlines were mapped by NZGS in 1991 in the middle reaches of the

    Waiau River, with axes immediately northwest of, and parallel to, the Waiau Fault Zone. Surfaceexposures are probably mid-Miocene. Reservoir targets are middle and lower Miocene

    sandstones. A gas seep was recorded on the Waiau Fault Zone 3 kilometers to the southwest,

    and the middle Miocene sandstones were reported to smell of oil. No seismic coverage was

    provided over this feature.

    Mangaroa Lead

    This is a poorly imaged deeper structural complex that is only identified on 2D seismic line ip-

    330-98-101-2.

    Kowhai Lead

    This lead is not discernible from surface geology but was delineated using seismic. The

    structure is complicated and is terminated to the north by an east-west fault zone which has a

    diapiric and/or faulted core, bringing Eocene formations (including the Wanstead Formation) to

    surface adjacent to Upper or Mid-Miocene formations. Reservoir targets for this lead include

    Upper and Mid-Miocene turbidite sandstones, and possible fractured limestones lower in the

    Miocene. This lead is crossed by two orthogonal lines. While there may be some evidence forclosure on the east-west 2D profile ip-330-98-102, the north-south profile ip-330-00-205

    suggests there is a risk of leakage updip to the north.

    This structure is considered by the Company to be the second drilling candidate for 2009

    following the drilling of the Boar Hill prospect of PEP 38349. The TD of the well is prognosed by

    the Company to be 1200 metres. The estimated drilling costs are USD 750,000 for a dry-hole

    with an additional USD 350,000 to complete the well if successful. The drilling costs for this well

    are to be funded out of the Companys current working capital.

    The Company is negotiating for this well to be drilled by the NRG Services Drilling Rig #1.

    Arataha Lead

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    This lead is a surface structure originally mapped by Taranaki Oil Ltd and subsequently listed as

    a closed structure by Vacuum Oil Co. It has a surface culmination in Upper Miocene mudstone,

    with a north plunge shown by surface dip on the uppermost Miocene Tokomaru Sandstone. Gas

    seeps and oil smells were observed in the Parehaka High 13 kilometers to the ENE of Arataha

    and in known source rocks across a major Pliocene depocentre and major fault. Although gas

    seeps have been recorded south of the Arataha Lead, recent isotope analysis shows these to

    be of shallow biogenic origin (swamp gas; Francis, 1998b). Reservoir targets are mainly Mid-

    Miocene turbidite sandstones. Although this lead is covered by three seismic profiles, the

    structure climbs steeply to the north (ip-330-98-104) and there appears to be a risk of leakage in

    that direction.

    Wharekaka and Paroa Leads

    There are hints of gentle rollover in surface geology 68 kilometers NNW of Tolaga Bay, aroundthe northern margins of the wide Uawa River alluvial plains. These two leads are termed

    Wharekaka and Paroa. The Wharekaka Lead is associated with the NE-trending Marau Beach

    Fault (Strong 1927; Francis 1984). Surface exposures are of uppermost Miocene (Kapitean)

    sandstones and sandy limestone. However, the base Tokomaru Sandstone is usually

    unconformable on the underlying Mapiri Mudstone and surface dips are not necessarily

    indicative of deeper structure.

    Gas was reported in water bores in the Uawa River plains, and flammable gas was encountered

    in two dynamite shot holes in the Tolaga Anticline to the south. There are numerous gas seeps

    and oil indications further to the north, south and west. Upper Miocene Hikuwai Sandstone,having good reservoir quality, is the primary reservoir target, with poorer quality, slightly older

    Kaiaua sandstone and the Mid-Miocene section as secondary targets.

    The Wharekaka Lead is apparently bigger and has higher relief than does the Paroa Lead,

    although this comparison is based only on dip lines for Paroa. Wharekaka is more extensively

    covered by four dip lines and one strike line, while Paroa is partially covered by three dip lines.

    The seismic continuity is poor and the reflection energy is broken and discontinuous. Paroa may

    be more synclinal, while Wharekaka may have better developed closure on its SW flank.

    Tolaga Deep Lead

    This is a subsidiary footwall structure discernible immediately north of the faulted axis of the

    Tolaga Anticline, updip from the Kaiaua Syncline. Rollover is inferred to be in Mid-to-Lower

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    Miocene and the structure is strongly unconformable below the inferred top Mid-Miocene. A

    small, stacked thrust in this area is supported by 2D seismic line ip-330-98-102.

    Arakihi Lead

    This structure is located on the eastern side of a major Pliocene depocentre (Waihora Syncline)

    as a surface anticline exposing top Miocene to Lower Pliocene. Seismic or well control is not

    available to delineate this structure. Reservoir targets include Upper and possibly Mid-Miocene

    sandstones. Surface geological observations (Francis, 1998a) suggest the anticline to be a

    hanging wall structure over a NW-dipping reverse fault. The structure is prognosed to be

    favorably situated with regard to mature source with a good drainage area. No 2D seismic

    coverage was available over this lead.

    Kanakanala Lead

    This structure is delineated from a surface anticline in the Waihora Valley, 8 kilometers

    southeast of the Waitangi seeps and 4 kilometers west of the Waihora Syncline, a major

    Pliocene depocentre. However, closure is uncertain, as it could not be confirmed from the

    available seismic data. Accordingly, the size of the closure is unknown. Two lines cross this lead

    (ip330-00-201 & -202) and, on both lines, this structure appears to be in a flank position and

    less prospective than some of the other leads.

    Waingaromia Prospect

    The most successful well in the East Coast Basin is the Waingaromia-1, drilled between 1884

    and 1890. The well was situated near the axis of the Waingaromia Syncline but encountered oil

    and gas shows in several sandstone, limestone and conglomerate formations between 143 and

    350 meters, and oil was apparently produced between 390 meters and the TD of 403 meters at

    a rate of 20 to 50 barrels per day. Recent exploration by Indo-Pacific Energy in the area lead to

    the drilling of the Waingaromia2 well in May 2002, close to the Waingaromia1 well and about

    100 meters deeper. Although gas was present while drilling, the well was abandoned as dry.

    Gas collected at 493 meters contained 44% methane, 0.25% ethane, 117-ppm propane and 18-

    ppm butane. Most of the gas was believed to have come from fractures in concretions. Gasbubbles were observed in the core from 250 meters down. A strong gas kick at 348 meters,

    which was flared, came from a vuggy brecciated concretionary zone with open fractures. At 339

    meters, oil was observed from an open fault dipping at 40, which had strike-slip displacement.

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    In summary, the Waingaromia-2 well, drilled to test the potential hydrocarbon-bearing

    formations encountered in the Waingaromia-1 well, did not encounter any of the anticipated

    Mid- and Lower Miocene sandstone formations (Waingaromia-2 Well Completion Report). The

    2D seismic line ip330-00-301 shows the possibility of a fault-dependent trap against a major

    fault in the vicinity of this lead.

    Waitangi Hill Crest Lead

    The Waitangi seep area was the target of exploration in the early 1900s. After drilling five

    shallow wells, Gisborne Oil Company drilled two deeper wells towards the centre of Waitangi hill

    and about 600 meters north of the main seeps. The area was interpreted to be a fold-dominant

    structure. Gas and oil shows were encountered in several horizons in the Waitangi-1 well, with

    the most significant shows recorded from a greensand associated with brown shales at about

    200 meters. The greensand could be associated with the Rakauroa Member of the WhangaiFormation or, alternatively, with Waipawa Black Shale or Wanstead Formation. Surface

    exposure is very patchy but these formations are present in the Waitangi Crest area. In 1912,

    the oil-bearing greensand zone at 200 meters was perforated and produced about 10 bbl/day of

    oil. The casing of Waitangi-1 still bubbles gas and oil. No 2D seismic coverage was provided

    over this lead but nearby line ip330-00-301 shows a major fault immediately to the south and

    the structure appears to be rising towards this lead at the end of this line.

    This structure is considered to be the third drilling candidate by the Company in 2009. It is

    proposed to be drilled following the Boar Hill prospect (PEP 38349) and the Kowhai prospect

    (PEP 38348) to a total depth (TD) of approximately 750 metres. The Company may acquire

    some additional seismic following a review of the first two wells, before spudding a well into this

    structure. The estimated drilling cost for this well is USD 750,000 for the dry-hole case with an

    additional USD 350,000 to complete the well in the event of a success. The drilling costs for the

    well, are to be funded out of the Companys current working capital.

    The Company is negotiating for this well to be drilled by the NRG Services Drilling Rig #1.

    Te Hau Lead

    Te Hau is a minor rollover structure situated immediately southwest of the Waitangi High and

    seven kilometers from the main oil seeps. South-dipping Lower Miocene sandstone can be seen

    in surface outcrops and the fault (or unconformity?) juxtaposing the complex high is only one

    kilometer to the north. Lower Miocene sandstones and discontinuous limestones occur close to

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    this contact. The prospect is small, extending about 700 meters along the rollover, but could

    represent an interesting flank prospect to the exposed oil-rich Waitangi High, if closure to both

    north and south could be established. No 2D seismic coverage was provided over this lead but

    nearby line ip330-00-204 shows that the structure appears to be rising towards this lead at the

    end of this line.

    Te Karaka Lead

    This is a structural high with NW-dipping Mid- to Lower Miocene and SE-dipping Lower Pliocene

    formations close to the Totangi oil seeps. One shallow well was drilled to a depth of 150 meters

    by O.A. Browne Company in 1957 but no data is available on the well. Surface exposures are

    concealed by extensive Upper Quaternary alluvium and Lower Quaternary lakebeds. No

    seismic coverage was provided for this lead.

    PEP 38349

    PEP 38349 largely consists of approximately 7 to 10 kilometres of prospective Mid-Cretaceous

    to Quaternary section. Black and grey shales of Upper CretaceousPaleocene age are the main

    marine source rocks. MioceneQuaternary reservoirs and seals are inferred to be present in the

    area, with indications of late burial, hydrocarbon maturation and migration. Several oil seeps to

    the south of the permit are linked to thermogenic and biogenic source rocks. The predominant

    structural element is the Miocene to Late Pliocene and Quaternary basin development in a

    compressive-wrench regime. The main reservoir targets are the Upper and Mid-Miocene

    turbidites, shelf sandstones and fractured limestones, Pliocene coquina limestones with

    possible turbidites, and possible Upper CretaceousPaleocene sandstones and fractured

    shales.

    Port Napier Prospect

    This rollover and SW-plunging structure indicates a Late Pliocene high from surface geology.

    The well Hukarere-1 was drilled on the structure in late 2001 and was abandoned as dry. The

    well was drilled to a total depth of 10,598 feet to test the hydrocarbon potential of the PaniaAnticline. The well was drilled on reclaimed land in the Port of Napier. At 4,250 feet, the

    Mangatoro Formation was encountered, resting conformably on the Haupori Sandstone. The

    top of the Wanstead Formation was encountered at 6980 feet. The Whangai Formation was

    encountered at 9,068 feet, with an unusual facies of intensively calcite-veined mudstone at

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    9,220-9,522 feet, interpreted as a fault zone. The Glenburn Formation was penetrated at 10,127

    feet and encountered gas up to 23%. A perforation test of the interval between 10,431 and

    10,513 feet flowed only water. A second test through perforations at 10,352-10,364 feet did not

    show significant pressure buildup and 22 barrels of water were swabbed to surface.

    Petrophysical analysis of the Hukurere-1 well showed that the Haupori, Waitere and Glenburn

    formations have better hydrocarbon potential compared to the remainder of the logged section.

    The Haupori sandstone, with a gross vertical thickness of 597 feet, did not have any gas shows

    while drilling. The Waitere Formation that covers the Late Miocene succession between the

    Mokonui and Waitere unconformities, comprises a fining-upward sequence that grades from

    sandstone to siltstone. In the first four feet of the formation, samples exhibited a weak pale

    greenish-blue crushed cut and bluish-white residual ring but without any direct fluorescence. A

    few other samples showed slow blooming milky white cut without any fluorescence. Minor

    background gas was observed while drilling the section. Petrophysical analysis showed the

    formation to have a gross vertical thickness of 1223 feet. Several thin sections from theGlenburn sandstone show poor porosity with high clay content. The interval 10,400-10,500 feet

    MD had porosity of 15% and a calculated water saturation in the range of 75-85%. The 2D line

    ip328-99-201 clearly shows a prospective anticlinal closure supporting this prospect.

    Palomino Lead

    This structure is situated to the east of Whakatu-1 and is seismically defined by a separate

    rollover. The primary reservoir targets are Pliocene limestone and Miocene sandstone units.

    Sproules petrophysical interpretation of the Whakatu-1 well shows that the entire loggedinterval is devoid of any hydrocarbon potential, except for the Waipuna limestone section that

    shows an average porosity of 8% and an average water saturation of 50%. This zone, with an

    estimated 32 feet of low-porosity net pay, is the most promising section in the well. The

    geological summary from the well completion report identifies the interval as calcareous

    sandstone grading to sandy limestone. Gas levels were relatively low, with C1 values of 85-285

    ppm; however, the C2 levels were very high, ranging up to 35 ppm. No C3 or heavier

    components were present. According to the well completion report, the anticipated Pliocene and

    Miocene reservoirs were absent in the vicinity of the Whakatu structure. The 2D line g328-98-

    117 shows that the deeper structure rises from quite steep flanks and flattens out on the crest of

    the deep structure, and may have a rollover closure component. The shallower section does notappear to have closure.

    Fernhill Lead

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    This structure lies inland to the west of the Hawkes Bay area and is poorly defined on the

    existing seismic lines. The Mangapanian-Nukumaruan regressive phase in this area is

    dominated by carbonate lithofacies within the Te Aute sediments, which are common

    throughout the Hawkes Bay area. The prospective primary reservoir target is the Mangapanian

    (Late Pliocene) limestone. Good quality seismic on lines such as 97-02 show a fault-dependent

    high-side closure against a major fault at depth that develops a significant rollover in the shallow

    section.

    Speedy Prospect

    The Speedy prospect is located in the central part of the East Coast Basin, close to known

    Cretaceous-Paleocene source rocks, Mid-to Late Miocene turbidite sandstones, Early and Mid-

    Pliocene coquina limestone reservoirs, and Miocene-Pliocene seals. The structure is a

    northeast trending seismically defined 4-way dip closure. Hydrocarbons are inferred to havemigrated from a substantial half-graben some 5 kilometers to the northwest of this structure.

    One well, Speedy-1, drilled in mid-2000 to a total depth of 876 meters, was plugged and

    abandoned as dry. The well failed to reach the target horizon due to mechanical difficulties

    during drilling. The stratigraphic succession encountered by the well consisted of Upper

    Miocene claystone formation with minor sandstones, unconfirmably overlain by Mid-Pliocene

    claystone and sandstone formations. A maximum mud gas level of 2.71% was recorded at 430

    meters. The Tukituki (Mangapanian) sandstone, Te Onepu limestone formations overlie the

    claystone formation. Inferred porosity and permeability in this section are good to very good.

    The Te Onepu limestones are part of the Te Aute Limestone group in the Hawkes Bay area.Finally, the Quaternary mudstones, oyster beds and gravel beds were encountered to the

    surface.

    Boar Hill Prospect

    This is a reasonably well-defined seismic structure confirming the surface geological mapping.

    The structure is defined by two dip seismic profiles (ip332-98-207 and ip332-99-3030 and one

    strike seismic profile (ip332-99-302). Although there is evidence of a great deal of faulting, all

    three of these 2D seismic profiles exhibit a general antiformal shape. This structure isconsidered as the first drilling candidate by the Company in the second quarter of 2009 to a TD

    of approximately 1200 metres. It is inferred that stacked thrusts of Whangai Formation and

    older in core of structure can be encountered. Reservoir targets prognosed by the Company

    include both the Miocene-aged turbidite sands and potentially, the Waipawa and Whangai oil

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    shales. Three 2D seismic profiles show a major subsurface structure supporting this prospect.

    A major regional fault on the north and east flanks dramatically terminates the structure.

    The Company has 50 km of newly acquired 2D seismic data which was not available at the timeof the Sproule review which has increased their confidence in the closure. The Company is

    negotiating for this well to be drilled by the NRG Services Drilling Rig #1. The drilling costs for

    the well are to be funded out of current working capita.

    The estimated drilling cost for a dry-hole are USD 750,000 in the case of a dry-hole with an

    additional USD 350,000 to complete the well.

    Seafield Lead

    The Seafield lead is a rollover structure situated northwest of Napier. A 3-way closure is defined

    by seismic interpretation of Indo Pacific 1998 lines, with no closure definition to the northwest.

    Late Miocene to Pliocene formations are the prospective reservoirs.

    Maimai Lead

    This is a poorly defined sub-unconformity rollover structure flanking the Port Napier prospect,

    with Miocene formations as probable reservoir targets. The rollover feature shows an attractive

    amplitude anomaly at the crest of the closure on 2D seismic profile ip328-99-202, supportingthis lead.

    Runanga Lead

    A small rollover is seen on dip line 89C-01 but is not adequately defined to the north or south

    due to a lack of strike line control. Similar to the Fernhill lead, the primary reservoir target is

    considered to be the Mangapanian (Late Pliocene) limestone.

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    Carrick Lead

    This structure was identified on several seismic lines. Gas bubbles were reported from a

    shallow water well drilled near the structure. Similar to the Fernhill lead, the primary prospective

    reservoir target is expected to be the Mangapanian (Late Pliocene) limestone. Carrick appears

    to be a more subtle closure, as shown on offsetting line 97-04.

    Clive Lead

    Seismic lines 98-114-97-01 and g328-98-105 show this feature to be a high-side, likely fault-

    dependent closure against a major down-to-basement fault. Similar to the Carrick structure, gas

    was reported from a water well drilled on the northwestern flank of the structure. The primary

    reservoir targets are Pliocene limestone and Miocene sandstone units.

    Clifton Lead

    Situated at the northern end of the extensive Elsthorpe Anticline on the coast, this structure is

    identified on seismic lines 98-114-97-01 and just off g328-98-105; however, definition of the

    northern and southern closures is not clear. Possible reservoir targets are the Pliocene

    limestone, with secondary objectives in the Miocene sandstone units. There appears to be high-

    side hanging wall rollover closure (particularly at shallower depths) against a major down-to-

    basin fault.

    Brookvale Lead

    A minor rollover is seen on seismic line L98-115 at the end of the line. It is also seen as a high

    on the southern end of lines 99-205 and 301, with possible definition on line L204. This structure

    is located to the north of Havelock North town. Reservoir targets could be the Pliocene

    limestones, with secondary targets in the Miocene sandstones. While 2D seismic line ip328-99-

    301 rises towards this anomaly, the structure lacks direct seismic control.

    Cessna Lead

    This structure is characterized by a distinct surface topography feature defined by mid-Pliocene

    limestone. The structure is seen as an asymmetric hanging wall rollover on a NW-dipping

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    reverse fault on the available seismic lines. Shallow lower Pliocene limestones and deeper

    Upper to Mid-Miocene turbidites are the main reservoir targets. No 2D seismic was available

    over this lead.

    Burma Lead

    This structure is identified from surface geology as a 3-way rollover expressed in mid-Pliocene

    limestones. The Pliocene limestones and Late Miocene sandstones are the possible reservoir

    targets. No 2D seismic was available over this lead.

    Opapa Lead

    Surface geology indicates a 4-way closure in mid-Pliocene limestones with targets from shallowLower Pliocene limestones and, possibly, Upper and Mid-Miocene turbidites and Paleocene

    sandstones. No 2D seismic was available over this lead.

    Tukituki Lead

    This is a surface structure to the west of the Patangata Syncline, with gentle dips in Pliocene

    limestones that define rollover and a northerly plunge. No 2D seismic was available over this

    lead.

    Kahahakuri Lead

    This is likely a steeply dipping fault-dependent closure as best illustrated on 2D line th. The

    steepness hinders the liklelihood of trapping large volumes.

    Tikokino East Lead

    This is a steeply dipping deep fault-bounded trap discernible on line g328-98-109. It is not clear

    if there is roll-over on this deep structure as the seismic character appears to be stronglyinfluenced by diffractions extending off the crest of the structure.

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    Salisbury Lead

    This is a small rollover on seismic line C91-04, mainly below the unconformity. It increases in

    size, and closes higher to the south, on line C91-05. The structure may be en-echelon to the

    Kereru structure, which is a 4-way dip closure. The area of closure at the mid-Mangapanian

    level is approximately 8 square kilometers. Kereru-1 was drilled almost on the crest of the upper

    gently folded sequence, and about 900 meters west of the crest of the unconformity. There were

    no visual hydrocarbon shows in either cuttings or sidewall cores. Several recorded gas shows

    were mostly background and predominantly methane. The highest gas values were recorded in

    the Tirowhenua mudstone at 3,785 feet and between 4,000 and 4,100 feet. This well was

    plugged and abandoned as dry.

    In the Ohara mudstone interval, porosity values of 16% and water saturation values up to 40%

    were computed in several zones; however, the results are suspect due to poor hole conditions.In the zone of highest total gas readings within the Tirowhenua mudstone, log analysis does not

    indicate any hydrocarbon saturations.

    In Salisbury, the reservoir targets are the Pliocene limestones and Miocene sandstones, as in

    the Kereru structure. No 2D seismic was available over this lead.

    Gala Lead

    This is a broad, shallow rollover trending NNESSW on seismic data. It is interpreted that thislead could be contiguous with the Okauawa lead. It is inferred that Upper Miocene sandstones

    are present below the Pliocene. This is an attractive feature with good areal extent that appears

    to have some associated amplitude anomaly, for example, on 2D line tb.

    Okauawa Lead

    This structural high is seen at the east end of seismic line C91-05, with a slight rise on line 89C-

    02, and evidence of structure on surface geology. Reservoir targets are the formations above

    and below the mid-Pliocene unconformity. The 2D seismic (eg. line tc) is extremely poor over

    this lead and does not compare favourably against other opportunities.

    Ongonga East Lead

    The Ongonga East structure lies south-east of the high drilled by the Ongonga-1 well. According

    to the well completion report, Ongonaga-1 was drilled on a closed subsurface seismic high to

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    test the hydrocarbon potential of the Pliocene carbonate that exhibits good porosity and

    permeability in outcrop. The well was drilled to a total depth of 5,162 feet, with no significant

    hydrocarbon indications. The Ongonga East structure is a separate down-dip fault block, having

    the same objective of Pliocene limestone targets. This fault block may exhibit some fault-

    independent rollover closure but additional seismic is required for validation.

    El Dorado Lead

    The structure is characterized by a gentle rollover at the intersection of two seismic lines

    passing through the crest. Closure to the south is not well defined. The primary reservoir target

    is the Mid-Pliocene coquina limestone, with a possible Pliocene and/or Miocene sandstone

    target. The 2D seismic profile tp illustrates and supports this anticlinal carbonate build-up with

    relatively clean seismic continuity.

    Parson Lead

    This lead is an unusual mound interpreted on seismic line 97-11, inferred by the Company to be

    a Pliocene coquina limestone body. However, it may just be a steeply dipping fault-dependent

    lead. Closure is not confirmed due to a lack of adequate strike lines. The structure may possibly

    be connected to the Speedy lead to the south and a poorly imaged mound to the north. The

    reservoir target is shallow and assumed to be close to outcrop.

    Ashcott Lead

    Ashcott is delineated as a rollover near the north end of seismic line 97-05 (near-strike), with a

    suggestion of dip rollover at the extreme eastern end of the line. Surface geology indicates that

    the Pliocene limestone flattens out, suggesting that the rollover is in the Miocene section.

    Rosearl Lead

    This structure is identified on a single dip line as a rollover and a strike line is required to confirmclosure. Mid-Pliocene coquina limestone is the primary reservoir target, with a possible

    secondary objective in the deeper Miocene sandstones. A rollover feature seen on line 97-05,

    which could be a possible carbonate buildup, provides some support for this interpretation.

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    Hatuma Lead

    This is a moderately large rollover seen on seismic line 97-05 (near-strike) below the

    unconformity. The seismic quality is very good on this line and the structure appears to have

    substantial relief. Western regional dip is evident from other seismic lines. More seismic lines

    through the crest would better define closure to the east. The primary reservoir targets would

    most probably be the Mid-Pliocene coquina limestone and, possibly, deeper Miocene

    sandstones.

    Woburn Lead

    This is a structural high between the Hatuma and Awanui leads. It is well defined on two

    reprocessed seismic lines, 97-05 and 98-204. It is a robust Miocene structure underlying a

    Pliocene syncline. The top of the Miocene section was eroded during the early Pliocene.

    Awanui Lead

    This is a double rollover structure near the western end of lines 97-05, 332-98-204 (dip) and

    332-98-205 (strike). The structure is situated close to the WaewaepaOruawharo fault. It is

    inferred that the closure is probably of Miocene age.

    Tourere Lead

    This is a surface anticline with visible Upper Miocene outcrop exposure. The structure is

    parallel to the Pukerua lead and is located 2.5 kilometers east of it. The reservoir targets are

    Lower Miocene and possible Eocene-Paleocene formations. No 2D seismic was available over

    this lead.

    Pukerua Lead

    Pukerua is delineated as a small surface anticline in the Pliocene, located 500 meters east ofthe Oruawharo fault. The east side syncline appears to show favorable plunge reversal. The

    primary reservoir targets are the Upper and Lower Miocene sandstones. No 2D seismic was

    available over this lead.

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    Maunga Lead

    This is a surface anticline, faulted against the Pliocene section to the east, and located near the

    Oruawharo fault. Oil indications were reported in surface exposure of sandstones at the crest.

    Reservoir targets include Lower Miocene and, possibly, Eocene-Paleocene formations. No 2D

    seismic was available over this lead.

    Mangatoro Lead

    This structure is an inferred high, immediately east of the Waewaepa fault, comparable to the

    Waewaepa leads. One seismic line was shot (98-206) but the data is very poor. Possible targets

    include lower Pliocene limestone and Upper and Lower Miocene sandstones. This lead is

    crossed by one 2D profile, 98-206, and appears to be in a flank position and less attractive than

    many other leads.

    Lakeview Lead

    This structure is barely discernable as a hanging wall rollover on reprocessed seismic line 332-

    98-206, toward the southeast end, and situated 4 kilometers SE of the WaewaepaOruawharo

    fault. It is considered to be a relatively shallow prospect, with probable Miocene formations

    under the base-Pliocene unconformity. This lead is crossed by one 2D profile, 98-206, and

    appears to be an attractive high-side fault-dependent closure that may have a rollover

    component.

    Oporae Lead

    This is a surface 4-way closure defined on the west by the mid-Pliocene limestone and, on the

    east, by dip on the Upper Miocene. High local topographic relief is reported on the structure.

    Possible reservoir target formations are the Upper Miocene sandstones at or near the

    unconformity, with a secondary objective in Lower Miocene sandstones preserved between the

    Paleocene and Upper Miocene. No 2D seismic was available over this lead.

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    Waewaepa North and South Leads

    Waewaepa-North is a 4-way surface closure defined in mid-Pliocene (Mangapanian) limestone.

    Possible targets include lower Pliocene limestones, and Upper and, possibly, Lower Miocene

    sandstones. It is characterized by a long northerly plunge, separated by a gentle saddle from

    the Waewaepa South lead. Subsurface closure is not confirmed due to lack of adequate seismic

    definition. The Waewaepa and Coonoor leads are to the east of Waewaepa fault. Oil and gas

    seeps are observed in breached anticlines to the east of these leads. The Waewaepa South

    lead has a long southerly plunge. No 2D seismic was available over these leads.

    Waitahora Lead

    This lead is situated along the same trend as, and to the north of, the Waewaepa leads but hasa poorer surface signature. The potential reservoir targets are Lower Pliocene limestones,

    Upper and, possibly, Lower Miocene sandstones. No 2D seismic was available over this lead.

    Titree Lead

    This is a surface anticline with mid-Miocene outcrop exposures. Reservoir targets are possibly

    Lower Miocene turbidites and top Oligocene sandstones. The Wescott oil seeps lie to the west

    of this lead. No 2D seismic was available over this lead.

    Mangaorapa Lead

    The Mangaorapa Anticline lies across the Akitio Syncline axis from Boar Hill. Reservoir targets

    are similar to the Titree North lead. No 2D seismic was available over this lead.

    Coonoor Lead

    This is an outcrop high to the SSW of the Waewaepa South lead. Reservoir targets are similarto the Waewaepa leads.No 2D seismic was available over this lead.

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    Summary of the Resource Assessment of the identified Prospects and Leads

    Based on our review of the information made available to us, it is apparent that:

    reservoir quality rocks are present within the two PEP blocks,

    source rocks have generated hydrocarbons in the basin and there has been migration

    through the system, and

    prospective structures are present on the blocks.

    However, it is also apparent that:

    most of the identified structures are poorly defined at this time and additional data may

    invalidate them,

    there is insufficient stratigraphic data to provide confident identification of prospective

    reservoirs within the identified structures,

    there is insufficient data to determine whether trap formation pre-dates hydrocarbonmigration,

    original charged traps may not have been preserved in this active basin,

    the basin is both oil- and gas-prone but small gas pools would not be economic to

    produce and it would have to be determined if even large volumes of gas, if discovered,

    would be economic.

    Based on this review, it is our opinion that the current risks and uncertainties applicable to these

    blocks are numerous and suggest that the geological risks are high. Also, at this immature stage

    of basin development, we have treated the prospects as if they were independent, however, this

    is not so. As additional seismic is shot and wells are drilled, the probabilities associated with theremaining undrilled prospects will change in accordance with the accumulated well results. In

    our assessment, we have acknowledge geological risk and inter-dependence of the prospects

    by incorporating a P99 net pay value of zero for each prospect or lead in our analysis.

    It is our opinion that the basin is too immature to justify estimation of recoverable hydrocarbons,

    thus we have limited our assessment to the estimation of undiscovered in-place resources.

    In assessing the undiscovered resources for these PEP blocks, ranges of reservoir parameter

    values for porosity, water saturation, area, net pay and shrinkage factors were estimated for

    each prospect or lead, and incorporated into a probabilistic software model, using eithertriangular or lognormal distributions. The lognormal distributions were modeled using assumed

    P10 and P90 end points. The model was run for 10,000 iterations, from which a distribution of

    all possible outcomes was created. The totals for each prospect or lead were summed

    statistically in order to estimate an aggregated expected outcome. Note that the arithmetic sum

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    of individual volumes for each prospect or lead will not equal the statistical sum due to

    aggregation effects.

    Based on the probabilistic model built for PEP Blocks 38348 and 38349, low, best and high

    estimates for the undiscovered in-place oil resources were selected, using the P90, P50 and

    P10 values from the output distribution. These results are presented in Table 1a for the gross

    volumes and Table 1b for the net volumes. These volumes are reported as unrisked volumes;

    specifically, Sproule has not applied any geological risk factors or economic criteria to these

    estimates.

    Note that there is no certainty that any portion of the undiscovered resources will be

    discovered and that, if discovered, it may not be economically viable or technically

    feasible to produce.

    Table 1aPEP Blocks 38348 and 38349, East Coast, New Zealand

    Probabilistic Estimate of Gross Undiscovered In-Place Hydrocarbon Resources

    Low Estimate Best Estimate High Estimate

    Area Gross BOE1-in-Place (MMbbls)

    2

    PEP Block 38348 615 1002 1773

    PEP Block 38349601 710 866

    Total3

    1316 1736 25131Barrels of oil equivalent2

    Unrisked3The total reported is the sum of all probabilistic cases and will not equal the arithmetic sum of the individual zone or play type

    due to the effects of statistical aggregation.

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    test and/or production data and economic analysis will be required in order to identify and

    estimate reserves for the play.

    Minimum Work Obligations

    The PEPs granted to the Company by Crown Minerals, New Zealand, stipulate the length of

    time for the Exploration Period, which, for these permits, is 60 months.

    As the terms for both permits are essentially the same, the information set out below applies to

    both PEP 38348 and 38349 blocks, except where noted.

    The work program for both the permits is

    a) Within the first 12 months:

    i. Review available seismic data and reprocess and interpret as necessary;ii. Conduct geochemical surveys over identified prospects/leads. Review the results

    of this work and prioritize prospective areas and prospects/leads;

    iii. Examine structural and stratigraphic relationships of prospective areas and carry

    out petrographic analysis including porosity and permeability tests of reservoir

    and source formations.

    And make a firm commitment to complete the following:

    b) Within 24 months of the commencement date of the permit:

    i. Acquire, process and interpret a minimum of 20 km of 2D seismic data on PEP

    38348 and 30 km of 2D seismic data on PEP 38349;

    ii. Undertake additional geological and geochemical studies and appropriategeophysical studies, including detailed interpretation of existing and the

    reprocessed and newly acquired seismic data described above.;

    And make a firm commitment to complete the following:

    c) Within 36 months of the commencement date of the permit:

    Drill one exploration well to an agreed objective and/ or depth unless geological

    or engineering constraints encountered whilst drilling make this unreasonable;

    And submit by notice in writing a work program for the remainder of the permit term and

    surrender 25% of the permit area or surrender the permit.

    The royalty rate for the produced crude oil is set as a sliding scale with reasonable rates. Thereis no minimum expenditure on either PEP.

    The work obligation set out in both agreements is considered to be reasonable and achievable

    by the Company, given the 5-year exploration period.

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    Work Plans and Budget

    The Company is negotiating for their first wells to be drilled by the NRG Services Drilling Rig #1

    commencing the second quarter of 2009. The first three wells currently planned will target the

    Boar Hill prospect of PEP 38349 and the non-contingent Kowhai and Waitangi prospects of PEP

    38348. Costs for these wells, to be funded out of current working capital, are estimated at USD

    750,000 each for a dryhole case and USD 350,000 additional to complete each well in the

    success case for a total budget of USD 3.3 million.

    In Sproules opinion the work program being followed by the Company is following the work

    commitment requirements listed as part of the terms and conditions of the PEP Permits. Each of

    the drilling targets are stand alone prospects.

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    Appendix A Definitions

    The following definitions form the basis of our classification of reserves and values presented in

    this report. They have been prepared by the Standing Committee on Reserves Definitions of the

    Petroleum Society of the CIM (CIM), incorporated in the Society of Petroleum Evaluation

    Engineers (SPEE) Canadian Oil and Gas Evaluation Handbook (COGE Handbook) and

    specified by National Instrument 51-101 (NI 51-101).

    Reserves are estimated remaining quantities of oil and natural gas and related substances

    anticipated to be recoverable from known accumulations, from a given date forward, based on:

    analysis of drilling, geological, geophysical and engineering data;

    the use of established technology;

    specified economic conditions, which are generally accepted as being reasonable, andshall be disclosed; and

    a remaining reserve life of 50 years.

    Reserves are classified according to the degree of certainty associated with the estimates.

    1. Proved Reserves

    Proved reserves are those reserves that can be estimated with a high degree of certainty to

    be recoverable. It is likely that the actual remaining quantities recovered will exceed the

    estimated proved reserves.

    2. Probable Reserves

    Probable reserves are those additional reserves that are less certain to be recovered than

    proved reserves. It is equally likely that the actual remaining quantities recovered will be

    greater or less than the sum of the estimated proved plus probable reserves.

    3. Possible Reserves

    Possible reserves are those additional reserves that are less certain to be recovered thanprobable reserves. It is unlikely that the actual remaining quantities recovered will exceed

    the sum of the estimated proved plus probable plus possible reserves. Possible reserves

    have not been considered in this report.

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    Other criteria that must also be met for the categorization of reserves are provided in Section

    5.5 of the COGE Handbook.

    Each of