Capital Raising Presentation June 2013 Not for release in the United States

DISCLAIMER This investor presentation ("Presentation") has been prepared by Rialto Energy Limited (ABN 17 117 227 086) ("Company"). Summary information This Presentation contains summary information about the Company and its subsidiaries and their activities current as at the date of this Presentation. The information in this Presentation is of general background and does not purport to be complete. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ("ASX"), which are available at www.asx.com.au. This Presentation is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or under any other law. It is for information purposes only and is not an invitation nor an offer of securities for subscription, purchase or sale in any jurisdiction. 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KEY INDIVIDUALS Andy Bartlett, Chairman (from Feb 2013) §  Over 30 years of oil and gas industry experience § 7 years at Standard Chartered Bank including roles as Global Head of Oil and Gas Project Finance and Global Head of Oil and Gas M&A, further 3 years at Standard Bank of South Africa §  3 years as founding senior executive at Shell Capital §  18 years at Royal Dutch Shell as a Petroleum Engineer and Development Manager §  Oil and gas advisor to Helios Investment Partners and Board member of Eland Oil & Gas and Petrenel

Rob Shepherd, Managing Director (from Feb 2013) §  §  §  § 

19 years industry experience 4 years at Dominion Petroleum (FD) 11 years at ABN AMRO (structured / project / corporate finance) 4 years at Shell (facilities engineer)

Simon Barkham, VP Technical (from July 2011) §    §  §  § 

23 years oil and gas industry experience in exploration, development & production Previously at Petro Canada and SUNCOR as Exploration Manager and Technical Manager. 12 years at Enterprise Oil as a Geologist. Ph.D. in Geology from the University of London

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SUMMARY

Overview

Substantial Resource Base

Partnership With Vitol

•  Near-term gas and liquids commercialisation opportunity in Cote d’Ivoire •  High impact exploration potential in Cote d’Ivoire and Ghana, with first spud in Ghana June 2013 •  Refocused following appointment of Andy Bartlett as Chairman and Rob Shepherd as Managing Director

Cote d’Ivoire: •  Multiple existing discoveries on block provide immediate gas and liquids commercialisation opportunity •  Future exploration significantly de-risked by 2012 seismic work •  Recently upgraded world class prospect inventory •  Gross mean prospective resources of 897 mmbbls plus 2.936 tcf gas across 4 independent play types Ghana: •  Gross mean prospective resources of 4.5 bnbbls (gross P50 unrisked) / ~405 mmbbls net to Rialto3 •  65% of 85% Cote d’Ivoire interest (in return for US$ 50 million appraisal / development funding)1 •  20% of 12.5% Ghana interest (in return for US$ 7.7 million funding security)2 •  Close alignment of strategy and interests in core area

Notes: 1) Subject to formal binding contract and completion thereof 2) Completed 3) Following acquisition by Vitol E&P of 20% economic interest in Rialto Ghana Cote d’Ivoire resource numbers from 2013 RPS Competent Persons Report unless otherwise stated Ghana resource numbers from TAP Oil (previous operator) unless otherwise stated

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RIALTO IN 2012 Certain planning and operational factors in 2012 did not lead to value creation for shareholders § After taking over CI-202 in mid 2010, the Company’s strategy was to fast track an integrated oil / gas development focused around Gazelle (where five wells (of thirteen in total on the block)) had previously been drilled §  To pursue this strategy, the Company: § Submitted a Field Development Plan to the Government of Cote d’Ivoire (the “Government”) and signed a gas sales MOU in November and December 2011 respectively; §  Received an Exclusive Exploitation Authorisation permit over Gazelle in April 2012; and §  Contracted a rig to drill two Phase 1 “development” wells plus one exploration well in Q2/Q3 2012 §  Planning and operational factors that impacted this strategy: § Geology around Gazelle was more complex than previously thought (thin sands) and so drilling without the benefit of modern 3D (that the Company acquired in late 2011 but has only now received final PSDM data from) proved to be high risk; § The rig contracted for Phase 1 was initially inadequate (all mud pumps defective, wrongly certified drill string, inexperienced crew) that cost the Company a month in non-productive drilling time and resulted in the planned exploration well not being drilled; § The rig subsequently contracted in June 2012 for Phase 2 was scheduled to arrive in May 2013, leaving insufficient time to mature the exploration prospects ahead of obtaining funding via a farm out; and § As a result of these planning and operational difficulties Rialto did not achieve the objectives outlined in the Field Development Plan as submitted to the Government in relation to Gazelle and has not yet been able to fulfil all of the work commitments on the Block CI-202 PSC which are required to be satisfied prior to November 2013

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RIALTO IN 2013 Rialto is taking the necessary steps to ensure that shareholders’ interests are better protected: 1.  Board changes: intended to ensure a stronger regime of checks and balances, with the following key appointments: i. 

Rob Shepherd, Managing Director: 19 years in industry with relevant African junior E&P and capital markets experience

ii. 

Andy Bartlett, Chairman: 30 years in industry with oil and gas M&A, capital markets and industry experience

2.  On-going cost base: material reduction in running costs targeted, reduction in staff numbers 3.  CI-202 Subsurface understanding: has advanced significantly now the 2012 3D seismic survey has been processed and developed 4.  Improved prospect inventory: Block CI-202 3D seismic survey has resulted in far better imaging of the subsurface, specifically: i. 

Gross mean prospective resources of 897 mmbbls plus 2.936 tcf across 4 independent play types

ii. 

At least 15 potential exploration prospects identified

iii.  Of these, Rialto considers 5 prospects as ‘stand-out’ potential drilling candidates iv.  At least 2 prospects are ‘drill-ready’ 5.  Near-term oil & gas development potential of Block CI-202: being advanced through ongoing dialogue with the Government and neighbouring offshore operators 6.  Partnership with Vitol E&P (“Vitol”): alignment of strategy and focus in Cote d’Ivoire core area (subject to contract) 7.  On-going dialogue with Cote d’Ivoire Government: negotiations are on-going with the Government in order to mitigate the risks that Rialto may not be able to comply with the requirements of the Block CI-202 PSC or the Exclusive Exploitation Authorisation permit over Gazelle. These negotiations are focussed around reducing the number of commitment wells required on Block CI-202 and/or having the second exploration period extended, and having an amended or new Field Development Plan approved – see additional information in the appendix “Regulatory Considerations in Cote‘ d’Ivoire”.

Rialto believes that these and ongoing initiatives should create significant value for shareholders 8

VITOL DEAL OVERVIEW In April 2013, Rialto announced a deal* with Vitol covering Ghana and CI-202: Transaction Overview 1.  Cote d’Ivoire: Vitol to acquire 65% of the shares in Rialto’s Block CI-202 operating subsidiary (“Rialto CdI”) subject to: §  finalisation and execution of relevant contractual documentation implementing the transaction; §  The Government of Cote d’Ivoire (the “Government”) agreeing to amend the work commitment programme under the Second License Period under the CI-202 PSC; §  the commercial framework for an integrated development of contingent gas resources in Block CI-202 and adjacent blocks being agreed; §  relevant corporate and other regulatory approvals; and completion of remaining due diligence Upon satisfaction of the conditions set out above, Vitol will fund the first US$50 million of the appraisal and development work programme pursued by Rialto CdI, after Rialto has funded its pro-rata 35% share of the drilling cost of the next exploration commitment well drilled on Block CI 202 2.  Ghana: Vitol acquires a 20% interest in Rialto’s subsidiary (“Rialto Ghana”) in exchange for providing a guarantee covering Rialto’s US$7.7 million obligations for the drilling of the Starfish-1 exploration well in the Accra Block, due to spud in June 2013. To the extent that Rialto draws down on the facility, Vitol’s shareholding in Rialto Ghana will, subject to Government consent, increase up to a maximum of 51%. Strategic Rationale  

1.  Forms a strategic partnership with Vitol, a company with substantial financial and technical capability and existing assets in Cote d’Ivoire and Ghana and delivers access to a significant potential future source of capital for investment in Block CI-202 2.  Allows Rialto to work with Vitol and the Government of Cote d’Ivoire to drive forward a potential multi-asset, shallow water gas development strategy for the discovered resources in both CI-202 and neighbouring shallow-water acreage 3.  Secures the Company’s exposure to the high-impact Starfish-1 well in Ghana

*Subject to formal binding contract and completion thereof

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ACCRA BLOCK OVERVIEW GHANA Significant  prospec&vity  in  an  a6rac&ve  block  with  near  term  drilling  at  modest  net  cost    

ACCRA BLOCK §  Good quality 3D seismic has defined 10 large prospects

Key  Facts   •  Block:    Offshore  Accra   •  RaUfied  by  Parliament:    March   2010   •  Gross  Acreage:  2,000  sq  km   •  Operator:  Ophir   •  ExploraUon  Period:  max.  7  years   •  Agreement  Term:  30  years  

§  Gross mean prospective resource of 4.5 bnbbls (405 mmbbls net) §  Initial Exploration Period 2.5yrs (ends Sept’13) §  Work commitments complete except drilling of 1 well §  Near term drilling activity: Starfish-1 planned for June 2013 §  Mean unrisked prospective resource of 645 mmbbls (58 mmbbls net) §  Targeting stratigraphic onlap of stacked E Turonian – Cenomanian turbidite sands §  Starfish-1 will be the first testing of Jubilee play in E. Ghana, 20% CoS §  April 2013: Vitol acquires 20% economic interest in Rialto Ghana

** Following acquisition by Vitol of 20% economic interest in Rialto Ghana

5th  discovery  on  block  by  Hess   Pecan-­‐1,  75m  of  oil  pay  in   Turonian  

Party

Par&cipa&ng     Interest

Effec&ve  Interest

Ophir  (Operator)

20%

18%

RIALTO

12.5%

9.00%**

Vitol

30%

29.25%**

Tap  Oil

17.5%

15.75%

Afex

20%

18%

GNPC

-­‐

10%

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CI-202 OVERVIEW COTE D’IVOIRE

CI-202 PSC Cote d’Ivoire Development and Exploration Working Interest: 85% (*) Operator: Rialto CdI (**) §  Proven basin with five discovered, undeveloped oil and gas fields §  Multiple high-impact exploration prospects identified on 2012 3D seismic data set §  Unrisked, gross, mean prospective resources of 1,387mmboe §  Gazelle EEA is located within Block CI-202:•  25 year production licence granted for Gazelle pursuant to the Block CI-202 PSC (*) Excluding Gazelle EEA, for which Rialto CdI’s working interest is 74% (**) Upon completion, Vitol will hold 65% of Rialto CdI

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EXISTING DISCOVERIES & JOINT DEVELOPMENT POTENTIAL Existing discoveries offer the opportunity for a low-risk, near-term joint development scenario: 1.  Gazelle EEA Hub Area: Gazelle has the potential to act as the hub of a joint development within Block CI-202, with additional discoveries and prospects linked in to boost economics i. 

Hippo / Bubale: gross mean contingent resources of 62bcf + 1.2mmbbl / 43bcf + 13.9mmbbl

ii. 

Addax: gross mean contingent resources of 19mmbbl + 9bcf

iii.  Hippo North: 242bcf (gross mean prospective resources), CoS of 38% - significant incremental volume potential at neighbouring Hippo & Bubale 2.  Off-block Discoveries: the Government of Cote d’Ivoire has tasked Rialto & Vitol and regional operators with examining the possibility of a cross-block regional development plan across block boundaries to deliver near-term gas to power operators in Cote d’Ivoire i.  Kudu and Eland discoveries in Block CI-01, with which a joint development study with Block CI-01 operator, Afren is ongoing. ii.  Belier field in neighbouring block to west of Block CI-202 was producing at 2mbbl/d when shut in due to pipeline issues 3.  Large & Growing CDI Gas Market Offers Compelling Economics: Cote d’Ivoire is a regional power supplier, with the gas supply gap projected to grow to upwards of 200mmscf/d within five years if no new supplies are developed i. 

Strong pricing supports development, with initial volumes priced at $5/mcf

ii. 

Limited competitive supply from within Cote d’Ivoire, Foxtrot declines and new drilling focuses on deeper water oil-prone targets

iii. 

Power demand increases driven strongly by developing mine industry within CDI as well as power exports

4.  Liquids volumes provide strong economic enhancement: both associated and non-associated liquids volumes are incorporated into the joint development scenario, significantly enhancing economics 5.  Existing Cost Pool: the existing cost pool of $110 million provides significant incentives for the near-term development

Existing discoveries and potential add-ons deliver low-risk compelling economics and high IRRs 12

REGIONAL DEVELOPMENT CONCEPT COTE D’IVOIRE Mature  Gas  Market     and  Onshore  Infrastructure   §  Cote d’Ivoire has a   mature power generation network and exports electricity from gas fired power stations §  Major new energy-intensive mining projects planned §  Current gas supply deficit and increasing demand predicted

Abidjan Infrastructure: -  4x Gas Fired Power Plants -  SIR Oil Refinery -  Lion Gas Processing Plant

Regional  Infrastructure     Concept   §  Government and Vitol initiative to develop existing discoveries: •  Gazelle •  Hippo/Bubale •  Stranded discoveries in neighbouring blocks §  Rialto is in active discussions with neighbouring operators and government regarding gas commercialisation initiatives

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JOINT DEVELOPMENT ASSETS COTE D’IVOIRE Joint  Gas  Development  Concept   §  The Joint Gas Development targets existing discovered resources with compelling compound economics

Côte d’Ivoire Abidjan

§  Core Phase 1 incorporates gas from Gazelle and potentially liquids from Bubale through a pipeline to an onshore processing facility near Grand-Bassam

Grand-Bassam

§  Phase 2 has a number of options:

Condor Area

§  Drill Hippo North (242bcf, 5mmbbl, 38% CoS)

Gazelle Hippo North Belier

§  Add off-block options (Kudu 200bcf estimated by Afren, Belier liquids)

Bubale

Eland

Hippo

Addax

§  Addax liquids (mean contingent resources 19mmbbl + 9bcf) §  The incremental economics for a staged development are compelling, with significant economic benefits from a modular approach

Kudu

Faucon Chouette-E Area

Arius

Oil Discovery Gas Discovery Oil Exploration Gas Exploration Core 1st Phase 2nd Phase Options

Note: Stated resources are gross mean prospective resources

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Cote d’Ivoire Gas Market Power  Genera&on     § Cote d’Ivoire is a net exporter of electricity § Power is currently exported to Ghana, Burkina Faso, Benin, Togo and Mali, all on the same network § Expansion plans to Liberia, Guinea and Sierra Leone are being considered, with commencement aimed for 2015 § Approximately 70% of power generation is derived from thermal power generation, 30% from hydro

Mining  Industry  

  § Cote d’Ivoire is rich in mineral resources with large potential resources of Gold, Nickel, Manganese, Diamonds and Iron Ore etc. § A number of mining projects are in production or in the development phase § The Cote d’Ivoire Government foresees a substantial increase in demand for gas from the mining sector, from around 100 bcf per year in 2014/15 to around 250 bcf per year in 2016

Gas  Fired  Power  Genera&on     § The current installed capacity of gas fired power plants in country is ~900MW, with gas intake of up to ~260 mmscf/d § Current in country gas production is ~180 mmscf/d, supplied predominantly by the Foxtrot Field § Current gas supply deficit for the Power Plant Maximum needs is of ~80 mmscf/d § Future power plant expansions & new builds could see the gas supply deficit exceed 100 mmscf/d on average use and exceed 200 mmscf/d at maximum capacity.

Regulatory    

§  CI-ENERGIES is the state company in charge of the sector. It currently buys the gas and sell it to the power plants at cost §  The Government is encouraging GSAs being signed directly between gas producers and Power Plants §  The World Bank (MIGA) provides insurances for payment (Foxtrot).

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FUTURE COTE D’IVOIRE EXPLORATION POTENTIAL A  new  understanding  of  CI-­‐202     subsurface  potenUal  

 

§  Single seamless dataset of 860km2 covers entire block for the first time §  First PSTM processed data represents a step change in data quality for the block §  At least 15 potential drilling prospects §  The following 5 are considered stand-out prospects :

Prospect

Water Depth (m)

Gross Mean Prospective Resource 999bcf 20 mmbbls

GPoS Range

Condor Area

30

13-27%

Faucon

95

118mmbbls 79bcf

23%

Hippo North

69

242bcf 5mmbbls

38%

Chouette-E Area

70

168mmbbls 462bcf

16-23%

Arius

105

227mmbbls 114bcf

22%

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3D SEISMIC COMPARISON COTE D’IVOIRE 2010  TRICON  MERGED  REPROCESSING  (POOR)  

2012  FAST  TRACK  PSDM  

Gazelle

Gazelle Bubale

Bubale Hippo

Hippo Chouette Arius

Condor

Chouette Condor

Arius

Top Albian Top Albian

§  Tricon 2012 merged reprocessing was poor §  Pre and post-stack data is riddled with noise and ‘artifacts'.

§  Comprehensive Anisotropic Joint reflection – refraction QPSDM of 2012 CI-202 Rialto’s Polarcus 3D survey §  A very significant uplift in data quality is observed in a very challenging, noise prone shallow water marine environment (water depths to 20m) §  High quality imaging of existing fields and identification of new prospects

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SELECTED PROSPECTIVE AREAS COTE D’IVOIRE

1:  GAZELLE-­‐CONDOR   Appraisal of Lower Cenomanian gas-bearing reservoirs, initially Gazelle

3:  INCISED  CANYONS   Appraisal of oil and gas bearing canyon fills at: -  Hippo -  Bubale -  Chouette Undrilled deep grabens

2:  FAUCON     Appraising 4 way dip closure with oil and gas present up-dip

4:  BASE  OF  SLOPE  FAN   Arius is up-dip and downdip of tested oil and gas

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NEAR TERM DRILLING ACTIVITY COTE D’IVOIRE

Q2  2013   Tullow  (CI-­‐103)  

Q3  

Q4  

Q1  2014  

Calao-­‐1X  uncommercial  

LUKoil  (CI-­‐101,  205,  401,  524)   Total  (CI-­‐100,  514,  515,  516)  

CI-­‐100  light  oil  discovery  

Anadarko  (CI-­‐103,  105)   African  Petroleum  (CI-­‐509,  513)   Vitol  (CI-­‐508)  

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THE OFFERING Offering  and  indicaUve  Umetable  

 

Offering structure § Offering of approximately 471.55 million Ordinary Shares to raise gross proceeds of approximately A$14.1 million (£8.5 million) at an issue price of A$0.03/sh §  Two-tranche private placement comprising: §  Unconditional placement of approximately 102.4 million Ordinary Shares (available capacity without shareholder approval) §  Conditional placement of approximately 369.1 million Ordinary Shares, subject to shareholder approval (General Meeting expected to be held on 30 July, 2013)

§ Share Purchase Plan (SPP) to eligible shareholders to raise up to an additional A$5 million at the issue price

Use  of  funds  

 

The net proceeds of the Offering are intended to be used for: § further exploration and development work at the Company’s assets in Cote d’Ivoire; § satisfaction of previously incurred costs relating to the now terminated drilling programme including the remaining payments relating to the early termination of the Vantage Sapphire drilling contract; & § for general working capital and corporate purposes.

§  An invitation to participate in the SPP will shortly be sent to eligible shareholders. §  Full details of the SPP will be set out in that invitation, together with an application form, which the Company will send to all eligible shareholders.

Indicative timetable – subject to change without notice §  §  §  §  §  §  § 

Trading halt announced on the ASX Placement announced on the AIM Placement announced on the ASX: Rialto resumes trading on ASX Settlement of Tranche 1: Expected General Meeting of Shareholders: Settlement of Tranche 2:

June 20, 2013 (ASX mkt open) June 25, 2013 June 25, 2013 (Pre-market open) June 25, 2013 June 28, 2013 July 30, 2013 July 31, 2013

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CONCLUSION

§  New management team, with near-term focus on shallow gas and liquids commercialisation §  High impact exploration block in Ghana – mean prospective resources of 405 mmbbls net to RIA, with Starfish spudding June 2013 §  Cote D’Ivoire follow-on potential significantly de-risked following 2012 3D seismic programme with unrisked gross Mean Prospective Resources of 1,387 mmboe §  Significant opportunity arising from partnership with Vitol  

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APPENDIX

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REGULATORY CONSIDERATIONS IN COTE D’IVOIRE § 

Rialto is currently in the Second Exploration Period of the PSC (signed in May 2006) that commenced on 10 May 2012 and ends on 9 November 2013;

§ 

During that time, the Company is obliged to (1) drill two exploration wells and (2) spend a minimum of US$ 30 million;

§ 

As part of the agreement to be entered into with Vitol, and to enable near term focus on appraisal and development of the existing contingent resources on Block CI-202 and adjacent blocks, the Company intends to seek approval from the Government to (1) defer one of the exploration commitment wells into the Third Exploration Period and (2) extend the Second Exploration Period;

§ 

During the Third Exploration Period, that ends in May 2015, the Company would then be required to drill two exploration commitment wells;

§ 

Precedent exists for both proposed amendments, given (1) the Company’s predecessor previously obtained approval to extend the First Exploration Period by three years and (2) the Company obtained approval to defer drilling of one exploration commitment well from the First into the Second Exploration Period.

Whilst the Company is reasonably confident the Government will agree to the proposed amendments, there is a risk they will not and so (1) the transaction with Vitol in respect of Cote d’Ivoire may not close and (2) the Company may then be required to drill two exploration commitment wells by November 2013. If it is not able to do so, it may forfeit the CI-202 Block.  

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REGULATORY CONSIDERATIONS IN COTE D’IVOIRE § 

The Exclusive Exploitation Authorisation (“EEA”) permit in respect of the Gazelle field was awarded to Rialto on 18 April 2012;

§ 

The basis for the EEA was a Field Development Plan that was submitted to the Government in November 2011 which outlined first gas in May 2013;

§ 

Given the sub-optimal drilling results in 2012, the Company was not able to meet the perceived requirements of the EEA and so a Field Development Plan Addendum (the “Addendum”) was submitted to the Government in November 2012;

§ 

While the Company has received advice from legal counsel in Cote d’Ivoire that it is not in breach of the EEA permit as a result of not meeting the requirements under the Field Development Plan, there is a risk that the Government may use this non-performance as a basis for revoking the EEA;

§ 

The Government has confirmed in a letter dated 25 April 2013 that the Addendum has not been approved given the proposed changes are significant deviations from the original plan;

§ 

Under the terms of the PSC, if the Company notifies the Government that the exploitation of a field cannot be commercially profitable, notwithstanding that an EEA has previously been awarded, the Government may withdraw the EEA without compensation, subject to 60 days prior notice;

§ 

In addition, if the Government considers that exploitation of the field can be continued by another party, they can proceed on that basis, without compensation to the Company.

Whilst the Company is reasonably confident the Government will not allocate Gazelle to another party, there is a risk they (1) will revoke the EEA and thereafter (2) will indeed re-allocate Gazelle to another party. If they do so, the Company (A) understands that it will retain the full historical cost pool and (B) will retain the rest of the PSC albeit subject to the risks outlined on the previous slide.  

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Gas Demand From Mining Projects Perseus  Mining  Ltd     Mine: Sissinque Gold

Endeavour  Mining       Mine: Agbaou Gold

Randgold       Mine: Tongon Gold

Production start-up in 2014 at ~150,000 ounces per year (10 year LOM). Reviewing potential of connecting mine to power grid

First production scheduled for 2014 at ~100,000 ounces per year (8 year LOM). Able to run mine using existing power grid

Current Production of ~200,000 ounces per year commencing in 2010 (10 year LOM). Connected to grid, however experiences excessive power supply failures. Recently installed 5x 1 MW generators; would benefit from more stable power supply

XSTRATA     Foungbesso/Sipilou (Nickel-Cobalt), could need 160 MW in 2015.

CMK  (Pan  African)     could Facobly (iron) need 80 MW by 2015

Cluff  Gold     Mine: Yaoure Gold Operations due to recommence shortly. Power generation to be from grid

TATASTEEL     could Bangolo (iron) need 80 MW by 2015

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COTE D’IVOIRE: OVERVIEW Country History / Political Stability / Economy §  §  §  §  § 

Democratic Party of Côte d'Ivoire under Daniel Kablan Duncan (Nov 2012) Stable and welcoming Government Investments through tax exemptions and legal protection against nationalisation GDP in 2011 of ~$24 billion (CIA World Factbook) Upstream oil and gas industry contributed 3.6% in 2008

Upstream History §  §  §  §  §  § 

Entrants: Tullow (1997), CNR (2002), Lukoil (2006), Anadarko (2009) and Total (2010) Two significant deep-water oil discoveries including Independence (53m net oil pay) & Paon (32m net oil pay) Average exploration success rate of 30% (WoodMac) 234 Wells drilled to July 2012 (IHS) Proven Reserves of 278 mmboe in 2011 Current Production of ~35 mbopd & ~150 mmscf/d from four fields; Espoir: 16.7 mbobpd + 5 mmscf/d gas 1 Baobab: 19.7 mbopd 2 Lion / Panthere: 0.8 mbopd + 14 mmscf/d gas 3 Foxtrot: ~130 mmscf/d 4

Source: EIA

Fiscal Terms* §  Consists of Ivorian tax law, the Ivorian petroleum code, and PSCs §  General corporate tax of 25% but not applied on PSCs § Surface rent tax, bonuses, royalties and additional petroleum tax depend on terms of PSC § Holder is exempt from VAT and tax on financial operations for the supply of goods and services related to its petroleum activities *Ernst & Young Global Oil and Gas Tax Guide 2011 1.  2.  3.  4. 

Based on Tullow H1 2012 net production of 3,750 boepd & 95%/5% oil/ gas ratio Based on Svenska 2011 net production of 5,400 bopd Afren disclosed 2011 gross production Total Cote d’Ivoire current production of 35mbopd + 150mmscf/d (Petroci) less other producing fields

26

GHANA: OVERVIEW Country History / Political Stability / Economy

§  § 

National Democratic Congress under John Dramani Mahama (July 2012) GDP in 2011 of ~$39 billion (CIA World Factbook)

Upstream History

§  §  §  §  §  § 

Offered onshore and offshore acreages to international companies in 1995 Entrants: Tullow, Afren, Ophir, Kosmos, Anadarko Two significant discoveries (Jubilee and Espoir) Jubilee production started in December 2010 Current Production of ~110kbopd from Jubilee; Proven Reserves of 660 mmboe in 2011 (CIA World Factbook)

Fiscal Terms*

Source: EIA

80.0

60.0

40.0

*Ernst & Young Global Oil and Gas Tax Guide 2011

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2010

2008

2006

2004

2002

2000

1998

1996

1994

1992

1990

1988

1986

1984

0.0

1982

20.0

1980

Total Production (mboepd)

100.0

§ Combined use of three basic tax laws: the Internal Revenue Act (the IRA), the Petroleum Income Tax Law (PITL) and the Petroleum Agreement (PA) § PAs are usually signed between the Ghana Government (GOG), the GNPC and the relevant petroleum company § Royalties payable in respect of gas are 3% of the gross production and for crude oil 5% to 10% of the gross production § The income tax rate for upstream petroleum activities per the PITL is 50%; however, it has been reduced to 35% for some companies that signed a PA with the GNPC and GOG § Ghana’s petroleum fiscal regime is governed by three basic tax laws: the IRA, the PITL and the PA

PROSPECTS INVENTORY COTE D’IVOIRE Unrisked Gross Mean Prospective Resources mmboe*

Risked Gross Mean Prospective Resources mmboe*

Top 5 independent prospects access 69% of the risked portfolio

(*) Gas volume conversion: 6 Bcf per 1 mmboe

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