DRAFT Elk Petroleum Limited Administrators Appointed EPL First

























- Slides: 25

DRAFT Elk Petroleum Limited (Administrators Appointed) (EPL) First Meeting of Creditors 27 May 2019

Agenda for today’s meeting Opening § Meeting formalities § Purpose of today’s meeting § Declaration of Independence, Relevant Relationships and Indemnities ( DIRRI) and remuneration § Purpose of administration and role of the Administrators § Administration timeline § EPL’s background § Recent history and corporate structure § Financial performance and position Administration § Administration Strategy and Administrators actions since appointment § Administrators’ investigations § Possible outcomes § Fair Entitlements Guarantee Scheme § Questions Resolutions (Replacement of Administrators and forming a Committee of Inspection) 2

Meeting formalities § Open meeting § Administrator Chairperson: IPR 75 -50 § Introductions: - Jason Preston (Administrator) - Jonathan Henry (Partner, Mc. Grath. Nicol) - Anna Schwartz (Senior Associate, Allens Linklaters) § Quorum: Insolvency Practice Rules 75 -105 for EPL § Attendance register § Voting § Time and place convenient: Insolvency Practice Rules 75 -30 § Proofs of debt and proxies 3

Purpose of today’s meeting § Convened under Section 436 E of the Corporations Act to: - consider the removal of the Administrators and appoint an alternative Administrator who has consented to act (if required); and - determine whether to appoint a Committee of Inspection to the company and, if so, who are to be the Committees’ members. § This meeting has no authority to consider any other business § At the second statutory meeting, a decision is made regarding EPL’s future 4

Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) and remuneration DIRRI § DIRRI dated 20 May 2019 - distributed with notice of meeting § We remain of the view that we are free of any potential conflict of interest § DIRRI tabled and available for inspection Remuneration § Schedule of rates provided with meeting information § Comprehensive remuneration report will be provided with remuneration claim 5

Purpose of administration and role of the Administrators § Administration provides moratorium period for investigation and determination of the company’s future: - Administration to end and control to return to director; or - Deed of Company Arrangement; or § § § - Liquidation. Whilst appointed by the directors, we act in the interests of all creditors Directors powers are suspended and Administrators are in control of EPL Seeking sale or recapitalisation for all or part of the business Holding meetings of creditors Investigating the reasons for failure and actions of the directors Making recommendations about the future of EPL 6

Administration timeline Within 20 business days* Within 25 business days* VA appointed Within 8 business days 15 May 2019 27 May 2019 13 June 2019 1 st meeting of creditors held Complete preliminary investigation 2 nd meeting of creditors to be held Receive any DOCA proposals Options: Administrators take control of EPL Notice of first meeting to creditors and employees on 20 May 2019 Purpose: (i) Replace VA (ii) Consider the appointment of a Committee of Inspection Today’s meeting Issue Administrators’ Report and form opinion as to future 20 June 2019 (i) Administration to end (ii) DOCA (if proposed) (iii)Liquidation * Public holiday on 10 June 2019 extends by one day 7

Background § EPL is an ASX listed entity, that holds equity in US-based subsidiaries, which are oil and gas producers and developers with assets located in the northern Rocky Mountains. § EPL and its US based subsidiaries specialise in enhanced oil recovery (‘EOR’) projects § EPL has a 100% shareholding in a group of US entities that have interests in three major assets: - The Greater Aneth Field (Utah, USA) - The Madden Gas Field and the Lost Cabin Gas Plant (Wyoming, USA) - Grieve Oil Field and Grieve Pipeline (Wyoming, USA) 8

EPL’s recent history History § § ASX – listed in 2005 Trading halt – March 2019 Acquisitions § § § Greive – acquired June 2005 Madden – acquired January 2017 Aneth – acquired November 2017 Refinance/Recapitalisation § § Comprehensive refinance agreement with Alliance. Bernstein – February 2019 AU$4 m unsecured short-term loan from Republic – March 2019 Trading losses § § Trading losses from its listing date FY 18, EPL and its US subsidiaries posted a loss of US$109 m Restructuring § § EPI appointed Chief Restructuring Officer, Scott Pinsonnault – January 2019 Organisational changes implemented – February 2019 Administration and Ch 11 § § § EPI enters into Restructuring Support Agreement – 10 May 2019 Administrators appointed to EPL - 15 May 2019 EPI files for Ch 11 Bankruptcy - 22 May 2019 9

Corporate structure Elk Petroleum Ltd (Administrators Appointed) (ASX listed head company) (EPL) Elk Petroleum, Inc. (EPI) Elk Operating Services, LLC Elk Petroleum Aneth, LLC Resolute Aneth, LLC Australian listed head company 100% EPL direct shareholding US head company 100% EPL indirect shareholding US subsidiary Entity subject to Administrators’ appointment Entities subject to Ch 11 Bankruptcy Proceedings Elk Petroleum Madden Gas & C 02, LLC Elk Grieve Project, LLC Grieve Pipeline, LLC Aneth Joint Venture (63%) located in south east Utah, USA Madden Joint Venture (14%) located in Wyoming, USA Grieve Joint Venture (49%) located in Wyoming, USA 11

Assets of wholly owned US subsidiaries Greive § 49% joint venture § Non-operator § Oil production assets and operations Madden § 14% joint venture § Non-operator § Natural gas, Sulphur & CO 2 Aneth § 63% joint venture § Operator § Oil production assets and operations 11

Elk’s consolidated financial performance 12

Elk’s consolidated financial position 13

Report on Company Activities and Property (ROCAP) 14

Administrators’ actions since appointment § Addressed various statutory obligations § Communicated with key stakeholders, including: - employees - landlords - creditors - EPL’s management - Lenders of US subsidiaries - Legal counsel § Continuation of sale and recapitalisation process § Convened and prepared first meeting of creditors § Commenced investigations 15

Chapter 11 Proceedings § Aim is to reorganise the debtors’ (EPI and US subsidiaries) debt structure, so that the debtor may continue to trade § Unlike a voluntary administration, where the administrators take control of the company’s affairs, the debtor generally remains in possession of its assets § During a Chapter 11 bankruptcy, an automatic stay or moratorium is in place § On 22 May 2019, EPI (along with Elk Petroleum Aneth, LLC; Resolute Aneth, LLC; and Elk Operating Services, LLC) petitioned the U. S. Bankruptcy Court for the District of Delaware for Chapter 11 protection § Timeline - 22 May 2019: Petition Date - 24 May 2019: Court approves date for combined hearing on the Disclosure Statement and Plan - 21 June 2019: Deadline to object to the Disclosure Statement and Plan - 24 June 2019: Deadline for replies to Plan objections - 27 June 2019: Hearing on Disclosure Statement and Plan 16

Administration strategy Day 1 Week 1 15 May 2019 22 May 2019 § Take control of business and assets § Communication to all key stakeholders § All statutory matters addressed § Urgent appraisal of business § Liaise with employees and stakeholders to gather relevant information Sale/recapitalisation Process Within 20 business days Within 25 business days Ongoing 20 June 2019 27 June 2019 § Develop sale or recapitalisation strategy § Advertise for EOI § Liaise with interested parties § Seek offers for the business for sale or recapitalisation § Preliminary investigation completed § Issue Administrators’ Report § Second creditors meeting to decide the future of the company § Includes Administrators’ opinion (DOCA vs Liquidation vs return to directors) 17

Investigations § Investigating the reasons for the EPL’s failure and the conduct investigations of the directors and former director. § Company records have been secured § Key lines of enquiry include: - related party transactions and loan accounts - insolvent trading - discharge of directors’ duties - voidable transactions o Unfair preference payments o Transactions at undervalue 18

Possible administration outcomes at 2 nd meeting Deed of Company Arrangement (DOCA) § A DOCA is a binding arrangement between a company and its creditors § One option to effect a sale is through a DOCA § If a DOCA is proposed, details of the DOCA, including estimated returns to creditors, will be included in the Administrators’ report Liquidation § Unlikely to facilitate continuity of business Returned to the Director § EPL is returned to the control of the Directors § Insolvent trading and voidable transactions can be pursued § Eligible employees may access the Fair Entitlements Guarantee Scheme (FEG) In the Administrators’ Report to creditors, the Administrators will provide their recommendation to creditors to vote for a DOCA or liquidation 19

Fair Entitlements Guarantee Scheme (FEG) § In the event of liquidation, FEG assistance becomes available § Eligible employees may claim: - unpaid wages, up to 13 weeks; - unpaid annual leave and long service leave; - payment in lieu of notice, up to five weeks; and - redundancy pay, up to four weeks per full year of service § Unpaid superannuation contributions cannot be claimed § Eligibility requirements include Australian permanent residency § Further information can be found at www. jobs. gov. au 20

Q&A

Resolutions – Removal and replacement of Administrators § Section 436 E(4) of the Corporations Act 2001 allows creditors the opportunity to appoint an alternative Administrator if they so choose § Prior to the meetings today, I have not been made aware of any alternative Administrator having been nominated or consenting to act § If there is no alternative Administrator nominated, there will be no resolution put to creditors 22

Resolutions – Committee of Inspection § Role: - consult with the Administrators about matters relating to the administrations; - receive and consider reports by the Administrators (if applicable); and - approve Administrators’ fees 23

Resolutions – Committee of Inspection – EPL § Resolution – Committee of Inspection (if required) “That: ………………………… …………… representing representing ………………………… …………… be appointed to the Committee of Inspection of Elk Petroleum Limited (Administrators Appointed)”. 24
