Vaca Muerta “Pure Play” - Gearing Up for Development of Unconventional Shale Oil and Gas November 2014 1 Forward Looking Statement Advisory and Purchasers’ Rights of Action This presentation includes forward looking statements relating to, among other things, (a) the future financial performance and objectives of Azabache Energy Inc. (the “Corporation) and (b) plans and expectations for the operation of the Corporation. These forward-looking statements are typically, but not always, identified by terminology such as “may,” ”will,” “should,” “expect,” “anticipates,” “plans,” “intends,” “believes,” “estimates,” “projects,” “ predicts,” “seeks,” “potential,” “continue,” or other similar terminology. Forward looking statements are inherent unreliable, and prospective investors should not rely on them. The forward looking statements are based on the Corporations’s current expectations, assumptions, estimates and projections about future events. Actual results are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in a forward-looking statement as a result of numerous risk factors. The Corporation has no obligation to update or otherwise revise any forward looking statements after the date of this Presentation or to reflect the occurrence of unanticipated events. Estimates of unrisked prospective resources pursuant to different sources including internal management evaluation. There is no certainty that any portion of the resource will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. • Rights of Action for Damages or Rescission – The following statutory rights of action for damages or rescission will only apply to a purchase of securities of Azabache Energy Inc. in the event that the foregoing presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in certain provinces of Canada. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of the provincial securities legislation. Purchasers should refer to the applicable securities legislation for the complete text of these rights or consult with a legal adviser. Where used in this section, "Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. • Ontario – Securities legislation in Ontario provides that purchasers of securities are entitled to rights of action for rescission or damages where an offering memorandum and any amendment to it contains Misrepresentation. In accordance with Section 130.1 of the Securities Act (Ontario) (the "Ontario Act"), in the event that an offering memorandum or any amendment thereto contains a Misrepresentation a purchaser who purchases securities offered by such offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the Misrepresentation, a right of action against the issuer and any selling security holder on whose behalf the distribution is made for damages, or, while still the owner of the such securities purchased by that purchaser, for rescission; provided that: (a) if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the issuer (b) the issuer will not be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation; (c) in the case of an action for damages, the issuer will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and (d) in no case will the amount recoverable in any action exceed the price at which the securities were offered. – No action shall be commenced to enforce these statutory rights more than: (a) in an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action; or (b) in an action for damages, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. – The right of action for rescission or damages described above is in addition to and without derogation from any other right the purchaser may have at law. 2 Opportunity Azabache has secured a land package comprising of 2 blocks with an aggregate of more than 124,000 acres land in the Neuquén Basin; Recently drilled and tested a well in the Covunco Norte Sur Block confirming oil flow from the Vaca Muerta formation; Estimated Oil in Place of approximately 5 billion barrels of oil and 11 TCF of gas, confirmed by Independent Engineering Report; Investments for a 2.5 Year work program estimated at 59 Million dollars which includes drilling, fracturing and 3D seismic; Azabache operates the blocks with a 90% working interest 3 Overview Who is Azabache Energy Inc.? Where does the Company operate? What assets? What is the prize? 4 Who is Azabache Energy Inc.? • Azabache Energy Inc. is a Tier 2 company listed on the TSX-V; • The Company is a Canadian incorporated company founded Sept. 21, 2005; • The Company has interests in 3 properties in Argentina and 2 in Colombia; • There are 177.6 M shares outstanding with an enterprise value of $22.5 M; • Insiders and connected issuers own and/or control over 40% of shares; • The Company is streamlining its focus on Vaca Muerta. 5 Organizational Chart AZABACHE ENERGY INC. Colombia Argentina 100 % Colombia Branch OPERATOR Canada ARGENTA ENERGIA S.A. 100 % ESQUISTOS DEL SUR S.A. G&P Provincial Company 23.76 % CARRIED OPERATOR 66.24 % 100 % La Mona Exploratio n block 100 % Loma El Divisadero block 10 % Shale Oil Assets Covunco block El Corte block Board of Directors GLENN VAN DOORNE - CHAIRMAN OF THE BOARD 37 years of experience worldwide, former COO of Solana Resources Ltd., acquired by Gran Tierra Energy Inc. Previously vice-president Exploration and Development of Hurricane Hydrocarbons Ltd. (now Petrokazakhstan), Holds a Masters in Geology and Mineralogy CLAUDIO LAROTONDA – PRESIDENT/CEO Geologist, MBA, 27 years experience in USA, Argentina and Venezuela. Pioneered Astra’s first international business in Venezuela and Geopark Ltd. In Argentina. Worked for Unocal as Senior Business Developer and worked for Baker Hughes and YPF as Development Geologist. DOMINIC DACOSTA - DIRECTOR Attorney with the law firm Dacosta Ordoñez Abogados in Colombia since 2011 and Director of Petroleos del Mar, Latco Drilling S.A., Gasoducto Movil de Colombia S.A. E.S.P, Integral de Servicios Tecnicos S.A. and Geoespectro S.A.S. Law degree, studies in international law at Pontificia Universitá S. Tommaso D'Aquino and a postgraduate degree in business law from Universidad Externado de Colombia. RODGER GRAY - DIRECTOR 20 + years of experience as a stockbroker and officer of an IDA member firm. Graduated from Laurentian University. President and Chief Executive Officer of Toll Cross Securities Inc., a Toronto based, full service brokerdealer specializing in the junior resource sector. Previously acted as a Director and Vice-President, Investment Banking - Institutional Equities with First Associates Investments Inc. and prior thereto, as President of St. James Securities Inc. . LUIS MIGUEL MORELLI - DIRECTOR Law degree from Universidad Externado de Colombia and a Masters in Comparative Jurisprudence from New York University. Former governor of Santander (Department of Colombia located in the central northern part of the country). Key network in the Caribbean. 19 years of experience in the oil industry. Worked for Ecopetrol and for Occidental the Colombia Inc (Oxy). Former Director of Solanas Resources Limited, and actual Director of Alange Corporation. Management Team MARC BOUCHARD - CHIEF FINANCIAL OFFICER 34 years of international experience in finance and accounting. Graduate of McGill University in Economics and Finance. Chairman of Toll Cross Securities Inc. Previously, held both public and private company CFO positions with Teleglobe, Bell Canada, Fonorola and Shearson Lehman Brothers Asia Inc. DANIEL GORDON - VICE PRESIDENT CORPORATE DEVELOPMENT Lawyer and Civil Engineer; 23 years experience in various Latin American countries, working for Astra, acquired Oxy Argentina and YPF. Pioneered Repsol activities in Venezuela, Guyana, Suriname and Trinidad and Tobago. MARIA ESTER LARA - SENIOR GEOPHYSICIST Seismic interpreter with 25+ years of national and international experience in hydrocarbon exploration and development. PhD in Geophysics with experience in large companies (Repsol YPF, ARCO, PDVSA, Chevron Texaco) and junior independents (Geopark, Unitec), 20+ professional papers and multiple professional awards. BILL HOGENSON – SENIOR GEOLOGIST – ADVISOR Senior Geologist with 31+ years of international experience in hydrocarbon exploration and development. Worked for Exxon, Amoco, Maxus, Unocal, amongst large independent and integrated companies. Pioneered Santos Energy and Zone Energy in the US. Wrote and Co-authored various papers on Oil and Gas Exploration. RON PANCHUK - CORPORATE SECRETARY/LEGAL ADVISOR 27 years of experience as a legal consultant and commercial negotiator primarily for international oil and gas companies in Canada, USA and Middle East History (I) 2006 – Initial development of Loma El Divisadero block; 2007 – Obtain Covunco Norte y Sur Block as well as El Corte block; 2008 - Confirms oil flow at Loma El Divisadero; 2009 – Confirms gas production at OA-x1 well in Covunco; 2010 – Workover on Ojo de Agua x.1 well, 2D seismic La Mona; 2011 – Renegotiated and extended the Covunco and El Corte leases; 2012 – Drilled the Cvo.x-2 well in Covunco; Argentina nationalizes Repsol and issues Decree 1277 to nationalize oil programs; 2013 – Province of Neuquen issues decree returning Covunco property to Company. Colombian government withholds drilling permit for La Mona; 2014 – Completed the fracture stimulation of Cvo.x-2, proving oil in place. Company enters negotiations to sell the Colombina operations. 9 History II - Major’s interest in AZA’s assets Prior to Decree 1277, (July 2012), in consideration for a 60% Working Interest (WI) and the operatorship of the Covunco and El Corte JV`s ( 25% AZA, 15% G&P), a Major Company (“the Major”) agreed the following: • $20 M up-front payment; • Fund a $238 M work program, $130 M evaluation plan + $108 M development, with the following ramps-off: After initial $40 M work program, the Major may elect to continue to next evaluation phase or exit, paying a $29 M penalty; After an additional $40 M work program, the Major may elect to continue to next evaluation phase or exit, paying a $23 M penalty; Following a further $50 M work program, the Major may elect to continue to commercial phase or exit, paying a $16 M penalty; In all cases when the Major elects to exit, it has to return to AZA the 60% WI and the operatorship. 10 Capital • Through 2012, the Company raised $72.5 M through the issuance of 124.5 M shares; • Market cap of $130 M prior to the Repsol nationalization; • Stock price dropped from a high of $1.05 to $0.185 after the Repsol nationalization and Decree 1277 in July 2012; • The Company has raised $7.7 M in equity and $4.2 M in convertible debt to fund its last two years of operations. Current shares outstanding of 177.6 M; • Current estimates call for $70 M in capital to meet capital programs and operating expenses for the next 3 years. • Next 12 months call for drilling one vertical well, fracture stimulating two existing wells and shooting 300 km2 of 3D seismic. 11 Current Operations and Plans • Operational focus is on Vaca Muerta; elects • Currently have entered into exclusive arrangement to sell Colombian assets. The exclusivity expires November 26th; • Company has streamlined operating costs and is using consultants on a contract basis to complete geology studies; • Have successfully re-negotiated extension of our leases and commitments for Covunco and El Corte; • Currenty negotiating with the Province of Mendoza to exchange Lomo El Divisadero for producing assets; • Retained unconventional “fracking” expert to oversee future development of Vaca Muerta properties. 12 Neuquen Basin Potential – Vaca Muerta Shale U.S. Energy Intelligence Agency (EIA) report places Argentina (Vaca Muerta Fm in Neuquen Basin as the main source) as the 3rd largest recoverable shale gas resources in the world (774 TCF). In December 2010, YPF announced the discovery of 4.5 Tcf of shale gas in the Loma de la Lata Field. The company followed up this major find, equivalent to roughly onethird of Argentina’s proved gas reserves, by discovering an estimated 150 million barrels of technically recoverable shale oil in the region. In February 2012, A third party audit increased YPF’s current estimate of the 13 volume of technically recoverable hydrocarbons in its Vaca Muerta acreage to 22.8 billion boe. 13 Covunco - El Corte Existing Wells CN.x-1 (YPF 1941) ABANDONED •TORDILLO. Failed test. Abandoned well. Two way closure. Poor 2D coverage CAz .x-1 (ALBERTA Out of CE.x-2 ENERGY 1997) NOT TESTED OA.x-1 (YPF 1987) LAJAS 1.85 MMcf/d 42 psi. 30 lt/h 50% Oil •VACA MUERTA. Weak gas, light oil shows. No trap Trap? Suitable for fractured reservoirs (YPF 1969 & AZA 2010) •VACA MUERTA . Gas and 12% Oil • Subtle FBC? Or Nose & Cuyo fan? •AZA WORKOVER – Lajas. Little gas and low salinity water (Formation water?) CN.x-2 (YPF 1978) TEMPORARY ABANDONED OA.x-2 •MULICHINCO. 25 lt/h Oil Water Cl 23.7 gr/lt •AGRIO. PT- 12 hs, 1.77 MMcf/d, 242 psi Extremely sharp compressive structure. Well might penetrate the fault CN.x-3 (YPF 1980 ALBERTA ENERGY 1999 & AZA 2010) TORDILLO. FT- 5.33 MMcf/d 796 psi. 10-20% light OIL. PT- 228.2 Mcf/d BHP 679 psi AUQUILCO. (YPF 1984) ABANDONED •QUINTUCO. 180 Mcf/d AZA LONG FT- 512 Mcf/d (Algal limestones within the gypsum) TEST (Tordillo) - Stabilized production 270 psi RATE: 869,700 scf/d C1 91% vol OIL RATE: 1.3 m3/d 56-57 ºAPI GAS Extremely sharp compressive structure. Well might penetrate the fault. Suitable for fractured reservoirs Cvo.x-1 (ALBERTA ENERGY 1997) •BARDA NEGRA. (fractured limestones) FT- 6 MMcf/d PT- 4.2 Mcf/d ZN.x-1 (YPF 1969) •MULICHINCO. 742 Mcf/d Water Cl 0.4-0.9 gr/lt •TORDILLO. FT- 113 Mcf/d. PT- just water after fracture? (Cl 28.5 gr/lt) Structural nose, no closure ZN.x-2 FWC (YPF 1984) •AGRIO. 130 lt/h 50% Oil VMB time map •MULICHINCO. 4% Oil. •96% Water Cl 10-12 gr/lt •LOS MOLLES. 485 Mcf/d. Structural nose OA.x-3 Pve.x-1 (YPF 1983) SD.x-1 (YPF 1961) •LOS MOLLES. Gas cut mud •VACA MUERTA 312 Mcf/d Homoclinal Two way closure (YPF 1984) ABANDONED •MULICHINCO & AGRIO. Water Cl 0.4 gr/lt Too shallow 14 Azabache Leverage in the Neuquen Basin Covunco Norte-Sur and El Corte Blocks Best Ranked Shale Oil Acreage: 275 km2 El Corte Covunco Norte Sur Cvo.x-2 (2012) Pilot well Operates and owns 90% WI in both blocks with GYP (the provincially owned Co.) having a 10% carried interest. Gaffney, Cline and Associates 2014 report estimates a mean of 5 Billioon bbls oil in place (“undiscovered”). Recovery factors for shale oil range between 3-7% in North America 4 Km C.I. :25m VACA MUERTA BASE STRUCTURAL MAP 15 Cvo.x-2 – Hydraulic Frac Parameters and Results 13 3/8” @52 m 9 5/8” @466,8 m Cement Top @ 650 m OIL FLOW Maximum Natural Flow: 100 bbls fluid , 24 bbls of 37 API light oil with a 2,200 scft/bbl GOR . OVERPRESSURE 1642 - 1642.3 m 1654 -1654,5 m STAGE 3 1672 - 1672,7 m Static reservoir pressure 3536 psi at 1945 m depth (10.7 PPG , 31% overpressure increasing at 75 psi/month will possible stabilize at 4200 psi) ROOM FOR EXTENSIVE FRACKING 1914.5 - 1915 m 1933 - 1933.5 m 1945 - 1945.5 m Plug at 1960 m 1974.5 - 1975 m 1990.5 - 1991 m STAGE 2 The results obtained from the Production Logging Tool suggest that the fracture was effective at the upper perforation of 2nd stage level (87% volume was tested from shale interbedded with limestones. ) GCA reports that formation was understimulated 5 ½” @2.186 m TD 2190 m 16 Short-Medium Term Goals INCREASE PRODUCTIVITY Produce CVOx2 well with artificial lift Fracture and re-fracture existing wells Acquire up to 306 km2 3D seismic data Optimize drilling and completion WELL CONSTRUCTION COST REDUCTION Local Proppant Sourcing Operational efficiency optimization Start Building Alliances 17 2.5 - Year Work Program (59 MM$) Cvo x-2 well test & initial production 0.6 MM$ 306 sqkm Seismic acquisition and processing 9.5 MM$ 3 drilled & fracked vertical wells 32.5 MM$ 2 unconventional re-fracks. 12.0 MM$ G&A 4.4 MM$ total 59.0 MM$ These figures include 21% VAT. This work program will evaluate both blocks unconventional potential towards a 200+ MMBls and 400 BCF recoverable hydrocarbons. 18 Summary Large land package, 90% owned and operated; Proved Oil Production with 6.7 B bbls of Oil in Place; Large resource package with recovery factor of 3 to 7%; Infrastructure available - idle pipelines, roads, service contractors; Business friendly provincial government; Macro-economic situation in Argentina improving with favourable pro-business government changes in 2015. 19
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