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Heritage Oil Plc Activity Update June 2013

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Page 1: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Heritage Oil Plc

Activity Update

June 2013

Page 2: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

1

Disclaimer – Important Notice

1

Certain information in this presentation is based on management estimates. Such estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. No representation or warranty (express or implied) is given that such estimates are so founded. Neither the Company nor J.P. Morgan Cazenove or Standard Bank undertake any obligation to correct or complete any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise. Overseas shareholders This presentation has been prepared for the purposes of complying with English law and the Listing Rules of the FSA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. Persons who are not resident in the United Kingdom may be affected by the laws of jurisdictions other than the United Kingdom. Such persons should inform themselves about and observe any applicable requirements of such jurisdictions. Any failure by such persons to comply with any applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Divestment, J.P. Morgan Cazenove and Standard Bank disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this presentation are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this presentation (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this presentation in, into or from any such jurisdictions. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This presentation includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements include, but are not limited to, statements with regard to the outcome of the exercise of the Shoreline Option, proposed Divestment, Loan, future production and grades, projections for sales growth, estimated revenues, reserves and resources, targets for cost savings, the construction cost of new projects, the timing and outcome of exploration projects and drilling programmes, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for the prices of hydrocarbons, the integration of acquisitions, the outlook for economic recovery and trends in the trading environment, statements about strategies, cost synergies, revenue benefits or integration costs and production capacity and future production levels and timing, and may be (but are not necessarily) identified by the use of words such as “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned”, “will”, or “should” and other similar expressions that are predictions of or indicate future events and future trends or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company’s intentions, beliefs or current expectations. An investor should not place undue reliance on forward-looking statements because, by their nature, they involve known and unknown risks, uncertainties and other factors and relate to events and depend on circumstances that may or may not occur in the future that are in many cases beyond the control of the Company. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. In particular, there is no assurance that the conditions precedent to completion of the proposed Divestment will be satisfied or waived and the Company may not realise the anticipated benefits, operational and other synergies and/or cost savings from the proposed Divestment or the Loan repayment. Any forward-looking statements in this presentation reflect the Company’s view with respect to future events as at the date of this presentation and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. None of the Company, J.P. Morgan Cazenove or Standard Bank undertake any obligation publicly to release the results of any revisions or up-dates to any forward-looking statements in this presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this presentation. Subject to certain exceptions, neither this presentation nor any copy of it may be taken or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in or into the United States, its territories or possessions. Neither this presentation nor any copy of it may be taken or transmitted into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States or other applicable securities law. The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. This presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities of Heritage in the United States. The securities referred to herein have not been and will not be registered under the applicable securities laws of any other restricted jurisdiction and, subject to certain exceptions, may not be offered or sold within any jurisdiction where to do so would constitute a violation of the relevant laws or to any national, resident or citizen of such jurisdiction. This presentation constitutes an advertisement within the meaning of the Prospectus Rules of the FSA and is not a prospectus and has been prepared solely in connection with the proposed Divestment. Copies of certain corporate documents relating to certain matters discussed herein are/will be available from the Company’s registered office and from 34 Park Street, London, W1K 2JD and are/will be available for viewing on the Company’s website at www.heritageoilplc.com. Important Information This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, exchange, or transfer any securities of Heritage. The value of ordinary shares of Heritage and exchangeable shares of Heritage Oil Corporation exchangeable into ordinary shares of Heritage can go down as well as up and past performance cannot be relied on as a guide to future performance. .

Page 3: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

HERITAGE OVERVIEW

2

Page 4: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

3

Transformational Growth

2P Reserves

1999: 2.5 million barrels

2013: 412 million barrels

Production

1999: 367 bopd

2013: 11,583 bopd

Market Capitalisation

1999: US$13 million

2013: US$848 million

TSR Versus Peers Since TSX Listing to January 2013, %

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

Jan 99 Jan 01 Jan 03 Jan 05 Jan 07 Jan 09 Jan 11 Jan 13

Heritage Tullow Oil Premier Oil Soco International Afren Salamander Energy

Source: Factset and Datastream as of January 2013

Cash raised from equity markets: US$370m

Cash raised through sale of assets: US$2bn

Dividend of c.US$500m paid in 2010

Page 5: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Ability to Deliver and Provide Substantial Growth

4

•Acquisition of a world class asset providing a step change in production, reserves and cash flow

•Creates a platform upon which to build within Nigeria OML 30 Acquisition

•Attractive valuation secured for a development asset with a significant future capital expenditure requirement

•Proceeds used to partially fund entry into Nigeria and also to continue exploration and development of the existing portfolio

Miran Disposal

•Strong balance sheet with cash position of $184.1 million as at 31 March 2013 •Excess cash led to a debt repayment of $52.5 million in April 2013 •Potential to develop and strengthen the portfolio through further acquisitions

Financial Flexibility

•Exceptional record of generating value and monetising assets •Raised US$2bn in asset sales with the current management team

Value Generation

•Look to acquire assets that are underdeveloped or overlooked •Early mover advantage

Strategic Advantage

•Discovered four of the five largest onshore discoveries in sub-Saharan Africa (excluding Nigeria) in the last ten years

•Depth and breadth of industry experience Technical Skillset

•Ability to mitigate risk associated with political and security issues through local partners, on-the-ground experience and engagement with local communities

•Balanced portfolio of exploration and production assets

Management of Risk

Page 6: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Production

Exploration

Russia

95% Zapadno

Chumpasskoye

Produced 441 bopd in Q1 2013.

Tanzania

100% Rukwa North Basin

100% Rukwa South Basin

100% Kyela

29.9% Latham

Work programmes on Rukwa and

Kyela have commenced.

2D seismic acquisition on Rukwa has

been completed and processed.

Kyela gravity and seismic data

confirms prospectivity. Infill 2D

seismic and micro seep study to

commence H2 2013.

Malta

100% Area 2

100% Area 7

Well planning ongoing.

Pakistan

54% Sanjawi Block

48% Zamzama North Block

Interpretation of existing

seismic has identified several

prospects and leads.

Libya

Sahara Oil Services

51% equity interest and control

of Sahara Oil Services which

will provide access to the

Libyan oil industry.

Nigeria

OML 30

• Major interest in OML 30

through Shoreline Natural

Resources. Gross production

for 2013 expected to average

35,000 bopd.

5

Diversified Portfolio Across Core Areas

Production

Exploration

Papua New Guinea

80% PPL 319

80% PRL 13

2D seismic programme

recently completed over

Tuyuwopi structure.

Planning has commenced for a

well in 2014.

Page 7: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

89

67

44

21 16 14 12

0

25

50

75

100

412 380

296

185

130

75 62

0

100

200

300

400

500

Heritage Relative to Peer Group

6

2P Reserves, MMboe Market Capitalisation, US$ million

2013E Production, ‘000 boed

16,966

2,849

2,157 1,952

653 574 572

0

1,000

2,000

3,000

4,000

5,000

Source: Factset as of June 2013, company reports, and Woodmac for Soco and Salamander Energy 2013E production estimates

FV/2P Reserves, US$/boe

39.8

12.6 13.5 13.4 11.6 6.4

2.5

0

10

20

30

40

50

Page 8: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

OML 30 – DRIVING GROWTH

7

Page 9: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Nigeria, OML 30

8

45% interest in OML 301 acquired by Shoreline Natural Resources (“Shoreline”)2

Onshore Nigeria, located less than 50 kilometres east of Warri

Lease covers 1,097 square kilometres with eight producing fields; Afiesere, Eriemu, Evwreni, Kokori, Oroni, Oweh, Olomoro-Oleh, Uzere West

850,000 bpd pipeline to export terminal

Gross average production of c.35,000 bopd expected for the full year 2013 with the potential to significantly increase to c.100,000 bopd in the medium term and c.300,000 bopd in the long term, according to RPS evaluation

¹ OML 30 is 55% owned by Nigerian Petroleum Development Corporation (“NPDC”) 2 Shoreline equity split is 45% Heritage, 55% Shoreline Power Company

Page 10: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Local partner Shoreline Power is an indigenous pan-African energy and infrastructure business with an existing

network of strong and respected relationships within Nigeria

Heritage has a strong technical team with relevant geographic experience

Exposure to Nigeria

Proved reserves of 37.2 Bbbls2, the largest in sub-Saharan Africa, 2nd largest in Africa and 10th largest in the world

Largest African producer with 2.5 MMbbls per day, with well-established infrastructure from over 50 years of oil

production

Step change in net production to Heritage, increasing from 605 bopd in Q1 2012 to 7,373 bopd in Q1 2013

2P crude reserves net to Heritage increase from 65 MMbbls to 412 MMbbls

Combining Nigerian relationships with technical expertise

Acquisition of world class asset

Completed in November 2012, 45% interest in OML 30, located onshore Nigeria, acquired by Shoreline

Since the acquisition, production has been as high as 42,825 bopd

Revenues since acquisition of $234.5 million have been generated

Largest upstream asset transaction in sub-Saharan Africa on a 2P basis1

OML 30 - A Transformational Acquisition

Diversification in core areas

Balancing exploration with production, within core geographic areas

Oil focused producing lease

1 Herold, based on publicly sourced data 2 BP Statistical Review 2012

9

Step change in production and

reserves

Page 11: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Recent Divestments

10

OML 30 is one of a number of licences that have been divested in the Niger Delta recently

OML 30 has been referred to as the premier asset due to location, reserves, current production, availability of facilities and proved development capability

Attractive acquisition cost of US$1.7/2P reserves versus average of US$5.9 for precedent transactions

Significant discount compared to similar recent onshore transactions in Nigeria

US$ per 2P Reserves of Precedent Transactions1

0

2

4

6

8

10

OML 30 OML 60 -63

OML 40 OML 42 OML 26 OML 4, 38,41

Average of precedents

Base Income Tax

Scenario1

($million)

Alternative Income

Tax Scenario2

($million)

Post–tax NPV (10%) Post–tax NPV (10%)

Proved Reserves (1P) 1,189 1,410

Proved & Probable

Reserves (2P) 2,162 2,652

Proved & Probable &

Possible Reserves (3P) 3,129 3,820

OML 30 Post-tax Valuation Net to Heritage

¹ Based on 2P reserves at announcement. No “2P case” published for OML 42, RPS “mid-case” used as proxy

Page 12: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

OML 30 – The Opportunity

11

Over 200 wells have been drilled on the licence since 1961 with most drilling completed prior to 1992

All wells are producers as the reservoirs are underlain by a strong aquifer

Sporadic drilling as the licence was not considered core and therefore over-looked and under developed

Production from the licence commenced in 1963 and peaked in 1971 at c. 280,000 bopd

Over the period 2006 to 2009 production was severely impacted by both security and funding issues

These issues are less relevant for Shoreline and will make it easier to bring production back on

Historical Oil Production, ‘000 bopd

Historical Drilling

0

50

100

150

200

250

300

0

5

10

15

20

25

30

Cu

mu

lati

ve

We

lls

We

lls

pe

r Y

ea

r

Wells Drilled Annually

Cumulative Wells

0

50

100

150

200

250

300

Mb

op

d

Page 13: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Positioning Shoreline within Nigeria’s Indigenous Oil Sector

12

0

100

200

300

400

500

600

2P Reserves, MMbbls 2012 Production, bopd

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Nigeria’s indigenous oil sector is being strengthened by asset

divestments from IOCs over the past 3 years

Shoreline’s acquisition of OML 30 positions it as one of the

largest indigenous oil companies in Nigeria

Establishes Shoreline with critical mass of reserves and

production to be leading player in the Nigerian oil sector

Page 14: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Employment creation: in the past five years, over 65,000 direct employment and 250,000 non-direct employment

positions have been created in the oil industry alone2

Educated youth: literacy rate for the 15-24 age group was 78% in 2009, up from 64% in 20003

Annual growth rates that average over 7% in official data during the last decade place Nigeria among the fastest

growing economies in the world

Supportive Government

Experiencing the longest period of democratic rule in its history with reforms positively impacting the economy

NNPC encouraging indigenisation to ensure optimal production is restored through divestment programmes

Federal Government local content and the passage of the Petroleum Industry Bill (“PIB”) will create opportunities and

investments in the oil sector and remove fiscal regime uncertainty

IOCs focused on large scale projects (>500 MMbbls), offshore assets and other African jurisdictions

Periods of shut-in or below capacity production due to security issues and under-investment

High reserves/production ratio, production at 2.4MMbbls/day versus 2.0 MMbbls/day first reached 40 years ago

Educated, large workforce

Large, well defined hydrocarbon base

Large, prolific delta system of c. 300,000 square kilometres with very good reservoir quality (high porosities and permeabilities)

First discovery made in 1956 with production commencing two years later, exploration success c. 80%

37.2 Bbbls1 proven crude reserves, the largest in sub-Saharan Africa, the 2nd largest in Africa after Libya and the 10th largest in the world

The Opportunity in Nigeria

1 BP Statistical Review 2013 2 International Labour Office, 2005 statistics 3 National Bureau of Statistics

13

Under-investment in last four decades

Page 15: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Transaction Details and Structure

14

Page 16: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

15

Combining Nigerian Relationships with Technical Expertise

Heritage Oil Plc

Shoreline Power

Financial strength

Technical and operational expertise

Experienced African operator and investor

Local knowledge and expertise

Operations throughout Nigeria and West Africa

Energy and infrastructure operating expertise

Network of contacts in the Nigerian oil and gas community

Acquisition Structure

OML 30 Oil mining lease in Nigeria

Vendors

US$850m

45% of OML 30

30%

55%

Leading auction

(indigenous Nigerian Company)

45%

10% 5%

Buyer

NPDC (Operator)

Page 17: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Capital Structure

16

Shoreline Shareholder Arrangement & Debt Funding

55% equity interest 45% equity interest

OML 30

Shoreline Natural Resources is an indigenous company based on equity split; Shoreline Power holds 55%

Economic interest takes into account equity capital funded by each shareholder and profit share

Shoreline Power entitled to 2.5% profit share

Consideration for Shoreline Power Call Option is 30% of equity funding into Shoreline Natural Resources at time of exercise

Equity funding is through shareholder loans

Relationship between Heritage and Shoreline Power governed by shareholder agreement

Acquisition was funded through 18 month bridge loan facility of US$550 million into Shoreline Natural Resources from Standard Bank

Bridge facility has been syndicated to Nigerian banks and China Development Bank

Refinancing of the bridge facility by way of a $550 million senior secured revolving reserve based facility is expected to be completed in June 2013

45%

US$550 million bridge facility

Page 18: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

The Operating Framework and Relationship

17

Shoreline owns a 45% interest in OML 30, NPDC own 55% and is operator

The two companies work under the terms of a Joint Operating Agreement which is typical within industry

Additionally, NPDC have solely entered into an agreement with Atlantic Energy, a Nigerian company, to provide financial and technical assistance for their 55% interest. Atlantic Energy provides technical services, preparing drilling plans as an example, supplies any cash shortfalls and is paid from the NPDC 55% share of revenues according to the terms of their agreement

Shoreline

OML 30

NPDC

SHELL OML 30 Operating Staff

Atlantic Energy

OML 30 is managed along the lines of most JOA agreements

NPDC and Shoreline have established the OML 30

OPCOM to provide recommendations on

programmes, budgets and asset management.

OPCOM is composed of equal numbers from the two

owners

OPCOM decides on items that will be accepted or

require further study

Studies are carried out under the direction of

SUBCOMs. Those studies include all aspects of

managing OML 30

SUBCOM recommendations are in turn passed to

TECOM for technical approval

When approved at OPCOM the issue is presented to

NPDC and Shoreline for approval

Shoreline sells its 45% of production through a five year

marketing contract with Shell and receives funds direct

OPCOM

TECOM

SUBCOM

Page 19: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

The Assets

18

Page 20: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

The Niger Delta

19

OML 30 lies within the Niger Delta, located in the Gulf of Guinea, one of the most prolific oil and gas provinces in the world

From the Eocene to the present, the delta has prograded south-westward, forming depobelts that represent the most active portion of the delta at each stage of its development

These depobelts form one of the largest regressive deltas in the world covering approximately 75,000 square kilometres with a source rock thickness of up to 7,000 metres

Page 21: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

OML 30

20

45% interest in OML 301 acquired by Shoreline

Onshore Nigeria, located less than 50 kilometres east of Warri, benefits from being on solid high ground

Lease covers 1,097 square kilometres with eight producing fields

In addition, there is one field not currently in production

850,000 bpd pipeline to export terminal

Infrastructure includes ullage to handle three times current production which is sufficient for near and medium term opportunities and the Trans Forcados Pipeline segment which will provide tariff income

Gross average production of 35,000 bopd expected for 2013 with the potential to significantly increase to c.100,000 bopd in the medium term and c.300,000 bopd in the long term, according to the RPS evaluation

Contains nine flow stations with a combined capacity in excess of c.395,000 bpd

Associated gas facilities can handle c.42 mmscf/day collected from six flow stations

¹ OML 30 is 55% owned by Nigerian Petroleum Development Corporation (“NPDC”)

Page 22: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Summary of Major Fields in OML 30

21

Major Fields Afiesere Eriemu Evwreni Kokori Olomoro-

Oleh Oroni Oweh

Uzere West

OML 30 Total

STOIIP (MMbbls)

897 1,003 412 1426 1,592 395 412 647 6,784

Production to date

(MMbbls) 189 76 52 383 383 40 40 122 1,285

Remaining Technical Resource

(MMbbls)1

368 49 170 260 78 65 130 1,120

Current production

(Mbopd) 7 1 1 6 15 4 1 - 35

Discovered 1966 1961 1967 1960 1962 1965 1964 1963 -

First Production

1968 1964 1969 1966 1963 1970 1966 1965 -

Number of wells

41 20 14 40 40 8 11 16 190

¹ Based on RPS evaluation. Afiesere and Eriemu combined in RPS’s production forecast analysis

Page 23: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Infrastructure Overview

22

The licence benefits from all infrastructure being in place

The licence includes 190 production wells, most are dual string. Injection wells and water injection facilities are unnecessary due to the strong aquifers

Well production is collected at one of nine flow stations. The flow stations have the capacity to handle 395,000 bpd, three times current production levels and will handle several years of projected production growth

The facilities are robustly designed and constructed and benefit from following a standard design so equipment can be easily replaced

The facilities have been maintained by Shell and therefore benefit from their worldwide experience and standards

Licence includes ownership of the Trans Forcados Pipeline that transports crude 95 kilometres to the Forcados Terminal

Page 24: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Trans Forcados Pipeline

23

OML 30 owns and operates the TFP

Several other operators currently use the TFP to transport crude to Forcados for dewatering and export. Capacity of the line is 850,000 bpd. Current use is c. 315,000 bpd

These operators pay OML 30 a ‘Capacity tariff’ ranging from $0.11 to $0.87/bbl and a ‘Production charge’ of $0.17 to $0.44/bbl. The tariffs are based largely on the length of the line that is used

OML 30 does not pay a tariff

TFP projected tariff revenues total $57.4m. The 2012 actual Opex was $4.4m. Advice received from PWC is that the pipeline revenues will be taxed at a corporate income tax rate of 30%

Page 25: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Production and Development

24

Page 26: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Production

25

OML 30 production since 1 July 2010 to 31 December 2012 is illustrated.

Production has been impacted by a manifold issues and strikes by local workers – both of which have been resolved

Gross Q1 2013 production from OML 30 averaged 15,800 bopd

Production for 2013 expected to average 35,000 bopd gross from OML 30

0

10

20

30

40

50

60O

il R

ate

('0

00

bo

pd

)

OML30 Licence Production: 01-07-2010 to 31-12-2012

UZRE OWEH ORNI OLOM

KOKR EVWR ERMU AFIE

Page 27: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Realising Existing Potential and Future Upside

26

Short term

Medium term

Long term

Increase production through:

Improved gas lift by refurbishing existing system

Complete repairs to flow and gas lines and tie-in wells

Prevent downtime through improved community relations and share in profits to reduce vandalism

Invest in facilities to increase uptime

Modernise facility control equipment to increase efficiency

Workover existing shut-in wells to improve completions and to install gas lift in wells without artificial lift

Large stock of proved drilling locations determined from 3D seismic

Upside potential through focused management of the field and employing techniques such as multiple completions and horizontal drilling

Future exploration of deeper targets identified on 3D seismic

Future gas prices may lead to developing gas reserves

Lease extension past 2019; expected to be renewed thereafter as legislation provides for extension

Page 28: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Production Profile

27

OML 30 Projected Gross Production, bopd1

¹ RPS estimates of OML 30 gross Proved plus Probable Reserves (2P) production profile

Key developments to drive increase in production;

Gas lift

Uphole potential and flowline repairs

Workovers

Further drilling

Exploration potential

Upsides to the base case include development of the asset’s 2.5 TCF of gas and deeper exploration potential

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035

Page 29: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

28

Gross CAPEX Projection

Facilities CAPEX investments, scheduled to be completed during 2013 to 2015 include;

compressor maintenance and expansion or refurbishment of the gas lift system - US$67m

installation of temporary and custody transfer metering - US$33m

modification to the Ughelli Pumping Station to provide water separation and additional facilities modernisation - US$65m

flowline repairs for existing wells - US$17m

workovers on existing wells to restore production - US$85m

CAPEX totals $3.5 billion (Gross 100%) US$1.6 billion Net Shoreline

Includes drilling of 218 new, primarily horizontal, wells

Cost of horizontal well US$15m

Drilling commences with first rig in 2014 and then one new rig added every six months

Maximum of six rigs peaks at end of 2016

Drilling ramps down in 2020 and ends in 2025

$0

$100

$200

$300

$400

$500

$600

$700OML 30 Gross 100% CAPEX (US$m)

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Netback per Barrel

29

Shoreline’s per barrel netback is US$26.75

The calculation follows the current fiscal assumptions

Royalty levied at a rate of 20% oil

Education Tax, levied as 2% * (revenue - royalty - Opex)

NDDC levy, levied as 3% * (total Capex + total Opex)

Annual licence rental payable at the rate of MOD US$1.1million

Petroleum Investment Allowance, 5% of annual tangible Capex

Income tax scenario

Oil Base Case, 65.75% for 5 years and 85% thereafter

Alternate case 65.75% for 5 years and 70% - 80% thereafter

Assumptions could change with new PIB regulations

Capex intangible/tangible split of approximately 30%/70% - depreciation 20% in years 1 to 4 and 19% in fifth year

Forcados crude receives c.3% premium to Brent

$26.75

$51.35

$5.00 $7.00 $1.70

$23.00

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

$110

$120

$130

BARREL

OML 30 Net Back

Royalty NDDC LevyEducation Tax OpexCapex Petroleum Profits TaxNet Back

$115.00/bbl

Page 31: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

The Work Programme – Exploration of Deeper Targets

30

In Place Volumes

Prospect Oil MMbbls

Condensate MMbbls

Gas MMboe

Total MMboe

Uzere SP 26 88 1,128 308

Oroni DP 12 75 720 210

Oweh DP 7 60 497 153

Omogon Bik B 44 18 449 137

Eriemu N 11 30 433 114

Oweh NW 25 1 406 96

ODHE Lyede 3 7 492 95

Ofum E 28 1 337 87

Urhure 19 13 256 76

Isoko W 22 9 218 68

Oroni E 10 9 218 68

Ekiugbo 4 14 193 51

Ekiugbo N 1 4 50 13

Olomoro N 4 1 38 11

TOTAL 215 331 5,505 1,485

To date the extensive seismic information base has identified many prospects and leads

Development of the shallower producing reservoirs will provide opportunities to drill deeper and explore structures that have not yet been penetrated

As an example, the Omogon prospect, located southeast of Kokori, is illustrated below:

Page 32: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

REMAINING ASSETS

31

Page 33: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

32

Russia

95% equity interest in Zapadno Chumpasskoye Licence1

Licence located in Western Siberia (region accounts for >60% of Russia’s oil production)

Production in Q1 2013 averaged 441 bopd

RPS certified 65 mmboe and $336 million NPV10

Work in 2009/10 included installation of artificial lift and commencement of water injection

FDP approved by the Central Committee on Resource Development (TSKR) at end of December 2009

Infrastructure development includes tie-in to Transneft export pipeline

Successful completion of a horizontal well in August 2011

The horizontal well is the first such well drilled in the immediate area and presents a more effective and efficient method to develop the field

Based on the excellent horizontal drilling results, further horizontal wells are planned

¹ Acquired 95% ownership stake in Russian company ChumpassNefteDobycha Limited, 100% owner of the licence

Production

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33

Tanzania

Awarded Rukwa PSA in November 2011 and Kyela PSA in January 2012

Operations have commenced and the initial work programme comprises;

Rukwa - 2,300 kilometres of legacy 2D seismic data reprocessed. Acquisition and processing of an additional 600 kilometres of 2D seismic data to infill this legacy data has completed. Initial studies are encouraging and drilling studies have started with a view to commencing drilling in 2014

Kyela - full tensor gravity survey acquired, which has now been interpreted, In conjunction with 100 kilometres of new 2D seismic data. The presence of tilted fault blocks and structural features has been confirmed

Heritage considers these blocks as sharing geological similarities with the Albert Basin of Uganda where the Company had considerable exploration success

The offshore Latham block is on trend with the recent major deep-water gas discoveries in Tanzania waters. Clear gas indicators are present within the block

1 Petrodel 70.1% 2 All expenditures relating to Latham have been written-off following a technical review in 2012

Rukwa North 10,175 sq km 100%, operator Rukwa South 8,745 sq km 100%, operator Kyela 1,934 sq km 100%, operator Latham1,2 5,056 sq km 29.9%, operator

Exploration

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34

Papua New Guinea

Two licences, Petroleum Prospecting Licence No:319 (“PPL 319”) and Petroleum Retention Licence No:13 (“PRL 13”), have gross areas of approximately 2,025 and 160 square kilometres respectively

Heritage will earn an 80% working interest in each licence and be appointed operator

The licences are located in a known hydrocarbon bearing region that includes the multi-TCF Triceratops and Elk/Antelope discoveries

The licences are close to current and under-construction infrastructure with the Kutubu oil export pipeline and the PNG Liquefied Natural Gas pipeline crossing the acreage

The licences also benefit from the Kikori River providing a link to the open sea thereby increasing transport options.

The work programme has begun with the acquisition of 62 kilometres of seismic over the Tuyuwopi structure. This has confirmed a drilling location and plans are underway to drill a well in early 2014. Seismic acquisition over the remaining leads identified is expected to resume after the rainy season in Q4 2013

Heritage management believe there is additional exploration potential within both of the licences

Exploration

Page 36: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

35

Libya – Strategically Well Placed

Heritage established a base in Benghazi in April 2011

Extremely well placed to benefit in the future development of the oil industry in Libya

Heritage Oil acquired a 51% equity interest and control of Sahara Oil Services Holdings Limited (“Sahara Oil”), an established oil field service provider

Sahara Oil owns the entire share capital of Sahara Oil Services Limited (“Sahara”)

Sahara has the necessary long term permits and licences to provide onshore and offshore oil field services in Libya as well as the rights to own and operate oil and gas licences

Through this acquisition Heritage is exploring ways to gain access to key producing fields and other licence opportunities in Libya

Exploration

Page 37: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

36

Malta

Heritage Oil 100% working interest and operator

Two areas; c.18,000 sq km

Structures identified on Areas 2 & 7 could be analogous to the giant Bouri Field where IHS estimate reserves of 630 MMbbls and in excess of 8 TCF of gas

Number of producing fields offshore Libya and Tunisia

Oil and gas shows close to Area 7

Water depths of 250-300 metres

1,023 kilometres of legacy 2D seismic reprocessed

1,400 kilometres of 2D seismic acquired processed and interpreted

High-impact exploration well planned which will target approximately 500 mmboe. Well planning ongoing

Exploration

Page 38: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

SUMMARY AND OUTLOOK

37

Page 39: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Summary

38

Corporate Highlights

Total revenues of $236.2 million in Q1 2013 ($2.3 million, Q1 2012)

Production for Q1 2013 net to Heritage averaged 7,373 bopd (605 bopd, Q1 2012), gross production has returned to 35,000 bopd

2013 gross production from OML 30 expected to average 35,000 bopd

Cash position of $184.1 million as at 31 March 2013, excluding monies related to the Ugandan Tax dispute of approximately $405 million and $101 million used as part security in OML 30 financing

Operational Highlights

Expanded the portfolio with the farm in to two licences in Papua New

Guinea

Acquisition of 2D seismic across the Tuyuwopi structure in PPL 319 has

completed and a drilling location identified

Active work programme across licences in Tanzania have continued

with encouraging results from newly acquired 2D seismic data

Catalysts

More regular newsflow to be expected from OML 30, Nigeria, where production is expected to increase

Initial exploration programmes in Tanzania and PNG ongoing with drilling expected to commence in 2014

Potential for developing and strengthening the portfolio further through acquisitions

Step Change in Production, bopd

0

2,000

4,000

6,000

8,000

10,000

12,000

Heritage preacquisition

OML 30 Heritage postacquisition

Entry into Nigeria

Acquisition of a world class asset

Combines Shoreline Power’s local knowledge and relationships with Heritage’s technical expertise

Provides a step change in production, reserves and cash flow

Page 40: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

APPENDICES

39

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40

Appendices

Heritage Oil Plc Board

Shoreline Natural Resources Board

CSR

Contact Details

Page 42: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

41

Heritage Oil Plc Board

Anthony Buckingham – CEO, Director

Active oil sector businessman since 1970s; founded Heritage in 1992

Former advisor to Premier Oil (introduced them to Pakistan) Sonangol and Ranger Oil; architect behind Sonangol E&P

Paul Atherton – CFO, Director

Chartered accountant, degree in geology, corporate finance background

Joined Heritage in 2000

Michael Hibberd – Chairman, Non-Executive Director

Extensive background in international energy, planning & capital markets. Former Director of Scotia McLeod

On the board of a number of public and private companies

Joined Heritage in 2006

General Sir Michael Wilkes – Non-Executive Director, Senior Independent Director

Retired from the British Army as the most senior administrative officer

Chairman and non-executive director of a number of public and private companies

Joined Heritage in March 2008

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42

Heritage Oil Plc Board (cont’d)

John McLeod – Non-Executive Director

Professional engineer with over 36 years of varied resources extraction experience

Joined Heritage in 1996

Gregory Turnbull – Non-Executive Director

Regional Managing Partner of McCarthy Tétrault LLP

Extensive knowledge of corporate governance issues and has acted for many boards of directors

Joined Heritage in 1996

Carmen Rodriguez – Non-Executive Director

Recently held the position of Chairperson and CEO (2007-2012) of Sociedad Estatal Espanola P4R, S.A., a Spanish owned

consultancy firm specialising in foreign trade, investment and co-operation

Joined Heritage in March 2012

Colonel Mark Erwin (Retd.) – Non-Executive Director

Mr. Erwin served in the United States Army for over 25 years culminating his career as the Chief of Staff of the United States

Army Special Operations Command

Joined Heritage in May 2012

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43

Shoreline Board

Dr Ladi Bada – CEO

Dr. Bada has been working in the Nigerian oil and gas sector for the last 14 years with 10 of those years in directorial roles

He is presently a director in Linetrale Oil and a consultant to Oriental Energy

Paul Atherton – CFO

Chartered accountant, degree in geology, corporate finance background

Joined Heritage in 2000

Kola Karim – Chairman

Group CEO and Managing Director of Shoreline Energy and Shoreline Power

Mr. Karim holds an MBA from the University of Leicester and degree in Business Management from City University. He is

also an alumni member of the Harvard Business School for the Executive Management Programme and the Harvard

Kennedy School for the Leadership and Public Policy programme. He was awarded Young Global Leader Award in 2008

Tunde Karim

Mr. Karim also serves on the board of Shoreline Energy, April Travels Ltd, Nigerian Ropes Plc, Fortis Construction Co. Ltd

Shoreline Electrical Systems Ltd, L.D Alberto Company Ltd and Askar Paints Ltd

Mr. Karim is a member of the Institute of Directors Nigeria and holds a degree in Biochemical Engineering from University

College of Wales, U.K

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44

Shoreline Board (cont’d)

Philip Blows

Mr. Blows is a chartered accountant and has been an adviser to Heritage for 20 years

Holds a degree in Business Law

Page 46: Heritage Oil Plc · OML 30 • Major interest in OML 30 through Shoreline Natural Resources. Gross production for 2013 expected to average 35,000 bopd. 5 Diversified Portfolio Across

Set policies

Devise and maintain systems

Measure and monitor

performance

Communicate and report to stakeholders

Apply stakeholder

feedback

CSR is a Key Component of Enhancing Performance

45

Heritage Approach to CSR

Engage and work with stakeholders towards a shared future and to be viewed as a partner of choice

Committed to a programme of pro-active engagement to create lasting legacies for local communities

CSR policy framework is integrated in our business model, setting out our essential core values

Strong track record for health and safety

Employment of local personnel

Maximise local content of all contracts

Heritage Approach in Nigeria

Shoreline is structured as an indigenous company to incentivise local support

Profit share to support local communities and implement long-term sustainable development initiatives

Over 50 communities in the lease area

Internationally recognised environmental agency commissioned to review the lease

No identified legacy issues for Shoreline

OML 30 operational staff will be drawn from local communities

Growth in production will result in growth in employment

Advisory Group

Group already established

Consists of senior leaders from local communities

Regular dialogue with local communities

Focusing on education and healthcare

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46

Contact Details

Heritage Oil Plc

Tony Buckingham / Paul Atherton

Tel: +44 (0)1534 835 400

Email: [email protected]

Website: www.heritageoilplc.com

Investor Relations – Heritage Oil Plc

Tanya Clarke

Tel: +44 (0)20 7518 0838

Email: [email protected]

Media Enquiries

Ben Brewerton / Natalia Erikssen

Tel: +44 (0) 20 7831 3113

Email: [email protected]

Canada

Cathy Hume / Jeanny So

Tel: +1 416 868 1079 x231 / x225

Email: [email protected] / [email protected]

Stock symbols

London Toronto

HOIL HOC (Exchangeable)

HOX (Exchangeable)