June 23, 2017

ENERGY ALERT Recent developments in the Oil & Gas industry in Mexico: 1) Publication of prequalified companies for Rounds 2.2 and 2.3; 2) Final version of Bidding Terms and License Contract for Rounds 2.2 and 2.3; 3) Economic terms for Farm outs Ayin-Batsil, Ogarrio and Cardenas – Mora were published by the Ministry of Hacienda

1. Prequalified companies for Rounds 2.2 and 2.3 On June 22, 2017, the Mexican National Hydrocarbons Commission (CNH) announced the prequalified companies for the Rounds 2.2 and 2.3 bidding process. Round 2.2 From 9 interested parties, just one of them did not continue with the prequalification process. In this regard, a total of 13 bidders (8 Operators and 5 financial partners) were prequalified and are organized in 5 Individual Bidders and 4 Consortiums. Please find below the detail of the companies that were prequalified:

 

Individual Bidder

Country of residence

1

Ecopetrol Global Energy, S.L.U

Colombia

2

Geo Power Solution, S.A.P.I de C.V.

Mexico

3

Gran Tierra México Energy, S. de R.L. de C.V.

Canada

4

Iberoamericana de Hidrocarburos, S.A. de C.V.

Mexico

5

Perseus Exploración Terrestre, S.A. de C.V.

Mexico

Consortiums*

 

Country of residence

Iberoamericana de Hidrocarburos, S.A. de C.V.

1

Petroleos Monterrey, S.A.P.I. de C.V.

Mexico

Servicios PJP4 de México, S.A. de C.V.

2

Newpek Exploracion y Extraccion, S.A. de C.V. Verdad Exploration Mexico LLC

Mexico – USA

Sun God Energia de Mexico, S.A. de C.V.

3

Canada - Mexico Jaguar Exploracion y Produccion de Hidrocarburos, S.A.P.I. de C.V.

4

Tecpetrol Internacional S.L. Grupo R Exploracion y Produccion, S.A. de C.V.

Spain – Mexico

*First depicted entities were the parties appointed as the Operators of the Consortium Round 2.3 From 23 interested parties, 4 of them did not continue with the prequalification process. In this regard, a total of 31 bidders (18 Operators and 13 financial partners) were prequalified and are organized in 12 Individual Bidders and 7 Consortiums. Please find below the detail of the companies that were prequalified:

 

Individual Bidders

Country of residence

1

Carso Oil and Gas, S.A. de C.V.

Mexico

2

DEP PYG, S.A.P.I de C.V.

Mexico

3

Ecopetrol Global Energy, S.L.U

Colombia

4

Geo Power Solution, S.A.P.I de C.V.

Mexico

5

Gran Tierra México Energy, S. de R.L. de C.V.

Canada

6

Grupo R Exploración y Producción, S.A. de C.V.

Mexico

7

Iberoamericana de Hidrocarburos, S.A. de C.V.

Mexico

8

Jaguar Exploración y Producción de Hidrocarburos, S.A.P.I. de C.V.

Mexico

9

P&S Oil and Gas, S. de R.L. de C.V.

USA

10

Perseus Exploración Terrestre, S.A. de C.V.

Mexico

11

PetroBal, S.A.P.I. de C.V.

Mexico

12

Tonalli Energía, S.A.P.I. de C.V.

Mexico

 

Consortiums

Country of residence

Iberoamericana de Hidrocarburos, S.A. de C.V.

1

Petroleos Monterrey, S.A.P.I. de C.V.

Mexico

Servicios PJP4 de México, S.A. de C.V.

2

Newpek Exploracion y Extraccion, S.A. de C.V. Verdad Exploration Mexico LLC

Mexico - USA

NG Oil and Gas S.A.P.I. de C.V.

3

AINDA Consultores S.A. de C.V.

Mexico

Petroleos Madere, S.A. de C.V.

4

5

Petrosynergy, S.A. de C.V. Quimica Apollo, S.A. de C.V.

Promotora y Operadora de Infraestructura, S.A.B. de C.V. Consorcio Petrolero 5M del Golgo S.A.P.I. de C.V.

Uruguay - Mexico

Mexico

Roma Exploration and Production LLC Tubular Technology, S.A. de C.V.

6

Gx Geoscience Corporation, S. de R.L. de C.V.

USA - Mexico

Suministros Marinos e Industriales de Mexico S.A. de C.V. Golfo Suplemento Latino, S.A. de C.V. Shangdong Kerui Oilfield Service Group Co. Ltd

7

Sicoval MX, S.A. de C.V.

China - Mexico

Nuevas Soluciones Energeticas A&P, S.A. de C.V. *First depicted entities were the parties appointed as the Operators of the Consortium

For both bidding procedures (Rounds 2.2 and 2.3), prequalified bidders will have the alternative to request to the CNH modifications to their bidding structure until June 28, 2017.

2. Bidding Terms and License Contract final version of Rounds 2.2 and 2.3 On June 22, 2017, the CNH published the final version of the Bidding Terms and License Contract for Rounds 2.2 and 2.3. Below is a summary of the most important modifications of the aforementioned documents. These documents were published in the CNH’s webpage (http://rondasmexico.gob.mx/).

License Contract for Round 2 Phase 2 • Contractual Areas’ size is presented with three decimals. • Contractual areas 10 and 11 were excluded from the bidding process upon request of the Ministry of Energy. • Ministry of Energy required to withdraw the Contractual Areas from the process, since the consulting process for Zoque and Tzotzil communities located in the Cuenca del Sureste was extended. Said request was made in order to preserve the rights and interests of local communities in this zone of the country. •► CNH confirmed that both blocks shall be part of future Bidding processes.

License Contract for Round 2 Phase 3 • Contractual Areas’ size is presented with three decimals. • Contractual Areas nomenclature was modified. In this regard, said blocks may be also identified by a consecutive number from 1 to 14, in order to ease the proposal presentation process.

Bidding Guidelines for Round 2 Phase 2 and 3 CNH approved the following amendments to the dates of the Bidding Calendar:

Previous date On-site visits to the Contract Area

From April 26 to July 7 2017

3. Economic conditions for Farmouts Ayin-Batsil, Ogarrio and Cardenas – Mora On June 21, 2017 Mexican Ministry of Finance (SHCP, per its acronym in Spanish) published the minimums and maximums percentages for the applicable variables to the Economic Bid of Ayin – Batsil, Ogarrio and Cardenas – Mora farm outs process. In addition, the SHCP published the variables regarding to the portion in which Pemex Exploracion y Produccion (PEP) and the State will split the cash payments that bidders should pay in case of a tie in the Economic Proposal. It is important to mention that, contrary to Trion’s farm out process, in this particular case the SHCP established that simply by virtue of offering the Maximum percentage in the bidding proposal, the amount offered by the bidder as a Bonus (cash payment) will automatically have to be paid (as it will become part of the economic proposal), without it being necessary for there to be a tie. Based on the above, the economic terms published by SCHP for the referred farm out process are the following:

Ayin Batsil Farm Out

Government Participation on the Operating Profit Contract Area

Minimum

Maximum

Ayin-Batsil

18.20%

25.00%

Cardenas – Mora / Ogarrio Farmouts

Over Royalty Contract Area

Minimum

Maximum

Ogarrio

1.00%

13.00%

Cardenas-Mora

2.00%

13.00%

Furthermore Signing Bonus payments shall be distributed in accordance with the terms below:

Signing Bonus Distribution

Contract Area Ayin-Batsil

Ogarrio

Cardenas-Mora

Applicable percentage ►

Pemex: 80%

►

State: 20%

►

First USD $59.6 million: Pemex

►

Outstanding balance ►

Pemex: 80%

►

State 20%

►

First USD $69 million: Pemex

►

Outstanding balance ►

Pemex: 80%

►

State 20%

EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. How EY’s Global Oil & Gas Center can help your business The oil and gas sector is constantly changing. Increasingly uncertain energy policies, geopolitical complexities, cost management and climate change all present significant challenges. EY’s Global Oil & Gas Center supports a global network of more than 10,000 oil and gas professionals with extensive experience in providing assurance, tax, transaction and advisory services across the upstream, midstream, downstream and oilfield service sub-sectors. The Center works to anticipate market trends, execute the mobility of our global resources and articulate points of view on relevant key sector issues. With our deep sector focus, we can help your organization drive down costs and compete more effectively. © 2014 EYGM Limited. All Rights Reserved. CSG No. 1412-1362901 SW ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com/oilandgas

Contacts: Alfredo Álvarez [email protected]

Javier Noguez [email protected]

José Fano [email protected]

Rodrigo Ochoa [email protected]

Rodrigo Mondragón [email protected]

Yuri Barrueco [email protected]

Enrique Perez Grovas [email protected]

Jimena González de Cossío [email protected]

Elizabeth Ceballos [email protected]

Salvador Meljem [email protected]