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BKV Corporation

Discussion Document

February 2021

Virtual A&D Conference

Executive summary

Cash yield machine from PDP creates optionality for significant reinvestment or dividends

Capital philosophy is to enable a peer leading market pricing response

Our Portfolio Technology & Analytics Business Economics A world class portfolio of

producing gas assets across NEPA and the Barnett basins

Improved acquisitions metrics compared to past performance as well as peer benchmarking

Quantitative analysis drove strategy to build diversification across a multi-basin portfolio of assets

Leveraged modern portfolio theory and the efficient frontier to evaluate optimal risk vs. return

BKV Corporation is a private upstream company focused on acquiring high quality producing natural gas assets

BKV believes that the combination of visionary strategy, relentless focus on execution, and core values in day-to-day life are the keys to creating long-term sustainable value

Our strategy is to become a consolidator of onshore unconventional natural gas plays

BKV Corp. is already at Top-20 natural gas producer in the U.S.

BKV has Built a Premier US Gas Acquisition Business BKV has invested >$1 billion to acquire a world class portfolio of

producing gas assets in the Marcellus Shale (“NEPA Assets”) and the Barnett Shale (“Barnett Assets”)

Banpu has invested >$1B into BKV and Oaktree ~$100MM with a follow-on commitment of $600MM

With the recent close of Devon’s Barnett Assets makes it the largest producer in the Barnett

Committed to remaining nearly 100% debt-free, with an all-equity capital structure

BKV Corp. is a top 20 natural gas producer in the United States (with ~760 MMcfe/day of production)

BKV’s goals are to: Grow asset base by ~2x-3x within 12-24 months

Focused on building position by acquiring high quality Tier I gas assets

Open to further expansion in adjacent midstream opportunities

Open to further expansion via stock transactions

(1) [Based on H2 2020 figures]

BKV Corporation

NEPA Assets Barnett Assets

Kalnin Ventures

Asset Metrics (1) NEPA Barnett Totals

Production (MMcfe/d) 180 580 760

SEC Reserves (Tcfe) 0.9 2.2 3.2

Producing Wells 395 4,346 4,741

Net Acres 55,000 300,000 355,000

Management/Employees

Our strategy leverages a differentiated approach

PDP Value Creation Strategy

Focus on PDP Gas Acquisitions

Tier I natural gas-weighted PDP assets offer strong cash flow yields, low decline rates, and low operating costs‒ Acquire accretive assets at discounted prices in today’s dislocated market‒ Target PDP-weighted assets, with low declines (<15%) and de-risked inventories‒ Significant infrastructure in place with ability to maintain production through modest capital which responds to market prices and

executed within cash flow

Operational Torque Strategy to Maximize Value Opportunity to add value post-acquisition through economies of scale with a specific focus on operational, technical, and commercial

optimization‒ Add incremental reserves and production with a focus on achieving lower costs through proven techniques such as compression,

refracs, artificial lift, etc.

Strong Cash Yield with Clear View to a Public Exit Even at today’s prices, low-decline PDP-weighted gas assets are attractive for a yield-oriented public vehicle (BKV 2021E FCFE of

12-15%)‒ Targeting 2023 go-public transaction

World Class On-Shore Unconventional E&P Company -> We want to be a force of good for our country and society

Consolidate Towards Profitable Critical Mass –> Economies of scale drive long-term cost structure

Technology Driven, Marketing Leading in ESG and EHSR -> This is the new normal!

Multi-Basin Gas Weighted Champion -> If we can’t become #1 or #2 in a basin, we won’t pursue it

Strategic Goals of US Gas Investments

5 6 1142 52

172~200

+102%

BKV Headcount, # of Full-time Equivalents (FTE) as at Year-End

20 43194 188

306

2019E2015 2016 2017 2020*2018 20210

~700

+103%

BKV Corp. has been growing at the rate of at Tech Company with ~100+% CAGR on average (’16-’20)

Productivity ratio:MMcfe/FTE

Average HH price**

0 3.3 3.9 4.6 3.6 1.8 3.5

$2.62 $2.52 $2.99 $3.15 $2.56 $2.03 ???

Market leading growth, market

leading productivity ratios

on par with top decile

performance

* 4Qs of NEPA Production, only 1Q (4Q20) of Barnett production.** Based on U.S. EIA data and average of daily prices for the fiscal year.Source: BKV Internal Data

BKV Annual Production, MMcfe/Day, Net

BKV has built a world class portfolio of producing gas assets

Barnett Asset Locator Map Barnett Net Production (MMcfe/d)

580

425

333

167 157 154 150 130 124 94 62

NEPA Asset Locator Map NEPA Net Production (MMcfe/d)

LegendBKV NEPA AcreageDesignated NEPA Counties

2,987

2,424

1,5031,057

757494 408 308 180 152 150

$3,790 $3,750 $3,750

$2,460

$1,729$2,006

$1,124

Chaffee Corners NEPA Corners I NEPA Corners II Zena Energy Carrizo / Reliance Warren Resources Devon Barnett

BKV has been able to improve its acquisitions metrics compared to past performance as well as benchmarked against our peers

BKV Transaction Metrics – Transaction Value / Production ($/Mcfe/d)

BKV Wtd. Avg.$1,445/Mcfe/d

Basin Averages(1)

$2,587/Mcfe/d

BKV Transaction Metrics – Transaction Value / 1P Reserves ($/Mcfe)

$0.43 $0.47 $0.49$0.38

$0.51$0.36

$0.18

Chaffee Corners NEPA Corners I NEPA Corners II Zena Energy Carrizo / Reliance Warren Resources Devon Barnett

BKV Wtd. Avg. $0.25/Mcfe

Basin Averages(1)

$0.84/Mcfe

Devon BarnettTTV: $570MM

(Projected Close: 2H 2020) Announced acquisition of Barnett

assets from Devon Production: 594 MMcfe/d Reserves: 3.2 Tcfe

Chaffee CornersTTV: $112MM

(May 2016) Acquired 29.4% stake in Chaffee

Corner Production: 19 MMcf/d Reserves: 163 Bcf

NEPA Corners ITTV: $63MM

(January 2017) Acquired non-op assets from

Chief Exploration Production: 17 MMcf/d Reserves: 56 Bcf

NEPA Corners IITTV: $16MM(March 2017)

Acquired non-op assets from Tug Hill & Radler

Production: 4 MMcf/d Reserves: 14 Bcf

Zena EnergyTTV: $16MM(May 2017)

Acquired non-op assets from Zena Energy


Carrizo / RelianceTTV: $210MM(October 2017)

Acquired op. assets from Carrizo / Reliance


Warren ResourcesTTV: $105MM

(December 2017) Acquired op. assets from Warren

Resources Production: 52 MMcf/d Reserves: 292 Bcf

Source: Enverus. Note: Acquisition metrics at the time of acquisition and includes PDP and PUD; (1) Average Marcellus and Barnett transactions >$50MM with disclosed production since 2016.

Strategy A was to become an Appalachian basin-master, strategy B was to diversify to a multi-basin focus

STRATEGY B: Single-Basin Strategy

0%

5%

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15%

20%

25%

10% 20% 30% 40% 50% 60% 70% 80%

IRR

PUD % (Proxy for Risk)

IRR vs. PUD % at Acquisition(by Portfolio Average)

Appalachia opportunities are primarily PUD-weighted. We anticipate that Appalachian growth would carry a wider array (lower certainty) of returns over time.

STRATEGY B

STRATEGY A: Multi-Basin Strategy

0%

5%

10%

15%

20%

25%

10% 20% 30% 40% 50% 60% 70% 80%

IRR

PUD % (Proxy for Risk)

IRR vs. PUD % at Acquisition(by Portfolio Average)

Gulf Coast opportunities are primarily PDP-weighted. We anticipate that Gulf Coast growth can carry a narrower array (high certainty) of returns over time.

STRATEGY A

CurrentPortfolioAverage

New Strategies

Strategy A offers superior risk-adjusted returns

Strategy A shows a mean of 26.1% and a standard deviation of 7.2%

Strategy B showed a mean of 27.0% with a standard deviation of 13.3%

PDP vs. PUD Efficient Frontier PDP vs. PUD Return Distribution

Leveraged the modern portfolio theory and the efficient frontier to evaluate optimal risk vs. return trade-offs

This is the “Efficient Frontier” based on Lycoming PDP and PUD portfolio weightings

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00%

Unle

vere

d IR

R -5

.0x C

F Ex

it, 5

Year

Hol

d

<--- (More PDP) --------------------- Std. Deviation --------------------- (More PUD) --->

Efficient Frontier (PDP vs. PUD)

Strategy A

Strategy B

Strategy A

Strategy B

We utilize a big data technology in our valuation process which enables us to reduce uncertainty and make good bets

Production and Decline Rate Analysis and Forecast

1Detailed Economic Diligence and Forecast

2

Analysis of Major Variables and Risks

3Distribution of Returns

4

100%

Net

back

Taxe

s

Hen

ry H

ub

Diff

eren

tial

G&P

CAP

EX

LOE

OC

F

G&A

FCF

Mar

gin

55%38% 33%

5%

31%

10%3%

4%

14%

Despite COVID-19 pandemic crisis, we still saw a win-win path to a successful close the deal

Identified downside issues: Identified upside issues: Conclusion:

Global economic crisis and we are going to enter a significant global recession that

will not be a short-term phenomenon

Strong belief in the long-term fundamentals of U.S. Gas, and that our

industry will recoverWe needed to restructure the deal

Win-win renegotiation Highly trusted executive and working teams. No egos. Constructive problem solving to seek a win-win solution (Take) Reduction of cash purchase price by $200MM (Give) Develop earn-out structure to earn DVN $260MM (Take) Extension of close-date (Give) Release $70MM deposit from escrow, additional direct deposit of $100MM

Source: March 2020 Barcelona Update

Strong credibility/trust with investors due to track-record and data driven approach

Excellent reputation as an honorable company with a long history of doing deals

Trust

100%

14%

31%

3%

10%

4%5%

Diff

eren

tial

Hen

ry H

ub

G&P

55%

Net

back

FCF

Mar

gin

Taxe

s

LOE

G&A

CAP

EX

38%

OC

F

33%

Cash yield machine from PDP creates optionality for

significant reinvestment or dividends

The result of that perseverance is a “winning” business model

1,500

4,500

2,500

500

2,000

3,000

4,000

1,000

3,500

5,000

Dec

-19

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24

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27

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-20

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cfe/

d

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-15

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-27

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18

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-16

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Stage 1:Getting Started

Stage 2:IPO Preparation

Stage 3:IPO & Beyond

Existing Portfolio Future Portfolio

What did we have? Current stage Where will we go?

Great, stable, diversified starting portfolio

Low (no) leverage Cash-flow generating assets

Prepare and position for IPO Prove out our business

model (i.e., rigorous asset and costs optimization) Continue to scale

to ~1-2+ Bcfe/d

A low-leverage, cash-flow generating, gas company at scale is the formula US investors are desiring today.

Our roadmap seeks to continue to grow and scale/consolidate in unconventional natural gas plays

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