norse energy "extraordinary general meeting" presentation - july 5, 2012

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Corporate Presentation Mark Dice, Chief Executive Officer 5 July 2012

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A presentation by oil and gas drilling company Norse Energy Corp. (Norwegian company). Norse's US operations are mostly located in New York State and the company has been holding on, by the skin of their teeth, waiting for New York to allow high volume hydraulic fracturing to begin so they can drill on their 130,000+ leased acres in NY. The July 5 presentation is an attempt to solicit new funds to keep the company solvent long enough to drill and make a profit.

TRANSCRIPT

Page 1: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Corporate Presentation

Mark Dice, Chief Executive Officer

5 July 2012

Page 2: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Norse Energy’s Vision

2

A leader in identifying and unlocking the full

potential of under-valued oil and gas assets

Page 3: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Norse Energy Core Values

3

EHS Protecting the environment, health, and

safety is our top priority

INTEGRITY Trustworthy in our approach to others

EXCELLENCE Striving to be the best

COLLABORATION Seeking out and valuing the input of

others

INGENUITY Leveraging creative thought

Page 4: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Norse Energy Recent Achievements

Grew Resource Base

Delivered Asset Sales

Reduced Debt

Restructured Organization

Cut Costs

4

Page 5: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Norse Energy Recent Share Performance On Par with 6 Month Oslo Benchmark Index (OSEBX)

5

Reverse

10/1

Split

Positive

SGEIS

News Asset Sale of

~ 18,000

Acres in CNY

Sale of

Herkimer and

Related Assets

Conversion

of Bond Debt

to Equity

Bond Portfolio

Refinancing

Agreement

Repayment of

Bonds and

Restructuring

6 Month NEC Share Price and OSEBX updated 27 June 2012

NEC

OSEBX

Page 6: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Key Business Risks

Page 7: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Key Business Risks and Mitigation

7

SGEIS Delay Developing economic projects not

dependent upon SGEIS regulations;

Opportunities outside of New York

Commodity Prices Balanced portfolio of long-

term oil and gas projects; continuous application

of industry-leading technology

Funding Efficient operations; asset sales; capital

markets

SGEIS Legal Challenge Coordinated industry

efforts to emphasize science and counter legal

obstacles

Shale Operating Capability Pursuing

experienced shale partners, illuminating the

value of projects

Page 8: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

New York Regulatory Climate

Page 9: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

New York Governor Cuomo’s Recent Remarks Albany’s WGDJ-AM Radio Interview, 22 June 2012

New York Governor Cuomo has

given every indication that passage

of the SGEIS is imminent

• “We don’t have a hard date, but it

will be done shortly”

• “I think it’s actually better that we

do it when the Legislature is not

here, because I don’t want a

political discussion”

• “I want to get the conversation

back to facts and logic and

science and information…”

9

Page 10: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

New York Business Climate

Neighboring states (Ohio,

Pennsylvania, West Virginia) are

safely developing and reaping

tremendous economic rewards from

oil and gas development in the

Appalachian Basin

New York contains large rich

deposits of untapped oil and gas

• State leadership recognizes the

economic potential of development

• Norse Energy has resources of

~ 900 MMBOE in New York

10 Internally Estimated Resource Total

Page 11: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Asset Value

Page 12: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Norse Energy Balanced Portfolio of Oil and Gas Projects

12 Internally Estimated Resources

Page 13: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Oil Price Forecast US Energy Information Administration

13 Oil Base Price Forecast (AEO2012 Reference), High Price Forecast and Low Price Forecast are based on the energy price

forecasts included in the June 2012 Publication of the U.S. Energy Information Administration | Annual Energy Outlook

High Price Forecast

Base Price Forecast

Low Price Forecast

Page 14: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Gas Price Forecast US Energy Information Administration

14

High Price Forecast

Base Price Forecast

Low Price Forecast

Natural Gas Base Price Forecast (AEO2012 Reference), High Price Forecast and Low Price Forecast are based on the energy price

forecasts included in the June 2012 Publication of the U.S. Energy Information Administration | Annual Energy Outlook

Page 15: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Attractive Project Economics At Base Case Prices

15

4

MMBOE

511

MMBOE

Diverse Portfolio of

Resources:

CNY Marcellus

Shale significant

value already

illuminated by

industry activity

Yet Unproven by

Industry Activity: • WNY Bradford

Sands

• CNY & WNY Utica

• WNY Marcellus Oil

Shale

72

MMBOE

Oil and Natural Gas Price Forecasts are based on the energy price forecasts included in the June 2012 Publication of the U.S. Energy Information Administration | Annual Energy Outlook’s Base Price Forecast (AEO2012 Reference), also depicted on “Oil Price Forecast” and “Gas Price Forecast” slides.

WNY Marcellus Oil Shale contains liquids-rich gas.

Page 16: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Highly Attractive Portfolio Economics

16

Oil Gas

114%

Oil and Natural Gas Price Forecasts are based on the energy price forecasts included in the June 2012 Publication of the U.S. Energy Information Administration | Annual Energy Outlook’s Base (AEO2012 Reference), High and Low Price Forecasts also depicted on “Oil Price Forecast” and “Gas Price Forecast” slides.

WNY Marcellus Oil Shale contains liquids-rich gas.

Page 17: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

2012-13 Business Plan

• SGEIS is expected imminently

• Pursue partners for the Bradford Sands (4 MMBOE), WNY Marcellus Oil Shale (117 MMBOE), and WNY & CNY Utica (511 MMBOE)

• Secure funding via asset sales, partnerships, and capital markets

• Generate positive EBITDA within a few months of commencing a drilling program

17

3Q 4Q 1Q 2Q 3Q 4Q

Secure Strategic Partner

Test & Develop Bradford Sands

SGEIS Approval

Shale Vertical Core Tests

Initial HVHF Flow Tests

Test & Develop Marcellus Oil Shale

Test & Develop Utica Shale

2012 2013

Page 18: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Post-Restructuring Cash Requirements Liquidity and Capital Expenditures

Capital Requirements:

Bradford Sands wells:

– ~USD 1 Million

Shale Vertical Cores:

– ~USD 2 Million

Shale horizontal test well with

HVHF

– ~USD 6-7 Million

18

General & Administrative includes Legal, Consulting &

Contract Labor, Audit Fees, Office Rents, Travel, Computer &

Communication

Salaries & Benefits include Employee Salaries & Benefits

and Directors' Fees

Exploration Expense includes Delay Rentals & Lease

Extensions

Interest Expense

Monthly Expense: ~USD 1 Million /month

Restructuring activities already completed or currently underway include debt refinancing and restructuring, reduction in headcount and office consolidations.

The effects of these activities will be visible in the third quarter of 2012.

Page 19: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Current Context for Norse

19

• ~USD 10-15 Million needed to recapitalize the business

• Seeking partner(s) to carry the initial phase of a shale drilling

program

• ~USD 65 Million current enterprise value

• ~900 MMBOE net resource position

• Less than USD 0.10 enterprise value per BOE of resources

• SGEIS issuance will unlock the values, and is expected

imminently

• Positive EBITDA is expected within a few months of

commencing shale drilling

Enterprise value ~USD 65 Million updated 27 June 2012

Page 20: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

Summary of Funding Alternatives

Pursuing transactions

offering the lowest cost of

capital and shareholder

dilution

– Convertible Loan

– Asset Sales

– Partnerships

– Debt

– Equity Issuance

20

Page 21: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

EGM Agenda

• Reduction in share capital – to facilitate issuance of new shares, warrants, or convertible loans

• Authorization to issue convertible loan – 12 Million NOK to provide short-term liquidity

• Authorization to issue additional convertible loans – To provide additional short-term liquidity if needed

• Authorization to issue new shares – Valid until the 2013 Annual General Meeting

– Up to 50% Increase

– Provides flexibility to the Board of Directors

• Employee option program – To align goals and incentives of employees and shareholders

– To be awarded 2012-2014

– Strike price equal to volume-weighted average trading price for the 5 days preceding the grant date

• EGM 14 day notice period – Valid until the 2013 Annual General Meeting

– Provides flexibility to the Board of Directors

• Election of new Board member

21

Page 22: Norse Energy "Extraordinary General Meeting" Presentation - July 5, 2012

End of Presentation