Investor Update Presentation
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Investor Update Presentation 6-7th of March 2018 1 Important information and disclaimer This presentation (the “Presentation”) contains financial information (the “Financial Information”), operational, legal and other information concerning Tulip Oil Netherlands Offshore B.V. (the “Company”) and its business. The Presentation has been prepared by or at the direction of the Company. This Presentation is for information purposes only and does not constitute a prospectus or offering memorandum or an offer, solicitation or invitation to underwrite, tender or otherwise acquire or invest in or take any action in respect of any securities. This Presentation is not intended to provide the basis for any credit or any other third party evaluation of the Company, any securities previously issued by it, any securities which may be issued by it or any subsidiaries in the future or any related transactions and should not be considered as a recommendation that any investor should subscribe for or purchase or invest in any such securities. No reliance may be or should be placed by any person for any purposes whatsoever on the information contained in this Presentation or any other material discussed at the Presentation, or on its completeness, accuracy or fairness. By attending a meeting where this Presentation is made, or by receiving this Presentation, you agree to be bound by the terms, conditions and limitations set out herein. Neither the Company nor any of its direct or indirect shareholders nor any such company’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) makes any representation or warranty of any sort as to the accuracy or completeness of the information contained in this Presentation or in any other model or information made available in connection with this Presentation or the reasonableness of the assumptions on which any such information is based. No person shall have any right of action against the Company, its Representatives or any other person in relation to the accuracy or completeness of any such information. The information contained in this Presentation is subject to amendment and/or completion without notice and such amendments may be material. The merits or suitability of investing in the Company or any securities previously issued or issued in the future by the Company or any future subsidiaries for any investor’s particular situation must be independently determined by such investor. Any such determination should involve, inter alia, an assessment of the legal, tax, accounting, regulatory, financial, credit, foreign exchange and other related aspects of the transaction in question. The contents of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. This Presentation is strictly confidential and is being submitted to selected recipients only and has not been prepared with a view to public disclosure under applicable securities laws or otherwise. It may not be reproduced (in whole or in part), distributed or transmitted to any other person without the prior written consent of the Company. No person shall be treated as a client of any of the Company’s advisers or be entitled to the protections afforded to such clients, solely by virtue of having received this Presentation. Neither this Presentation, nor any copy of it or the information or materials contained herein, are intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or which would require any registration or licensing within such jurisdiction. Any person coming into possession of this Presentation should inform themselves about and observe any such restrictions. Neither this Presentation nor any part thereof is intended for general publication, release or distribution in the United States. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. Neither the Company nor its Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation. The information contained in this Presentation may include results of analyses from a quantitative model that may represent potential future events that may or may not be realized, and is not a complete analysis of every material fact relating to the Company or its business. This Presentation contains projections and forward looking statements. The words “believe”, “expect”, “could”, “may”, “anticipate”, “intend” and “plan” and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in the Presentation, including, without limitation, those regarding the Financial Information, the Company’s financial position, potential business strategy, potential plans and potential objectives, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, achievements and value to be materially different from any future results, performance, achievements or values expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. No warranty or representation is given by the Company or any of its Representatives as to the reasonableness of these assumptions. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate. The forward-looking statements in the Financial Information speak only as at the date of the Financial Information and the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements. Nothing in this Presentation is, or should be construed as, a profit forecast. By attending or receiving this Presentation, you acknowledge that you will be solely responsible for forming your own view of the potential future performance of the Company. Any investment in the Company involves inherent risks and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. Investors should carefully review the risk factors set out in the following slides before making any investment decision. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Unless otherwise stated, the information contained in this Presentation is provided as at the date of this Presentation and is subject to change without notice. None of the Company or any of its advisers undertakes any obligation to update the information provided in the Financial information or any other information in the Presentation, to provide the recipient with any additional information, or to correct any inaccuracies that may become apparent in any information provided. This Presentation is governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norway with Oslo city court as exclusive venue. 2 Summary of risk factors An investment in the Company, or in any present or future securities issued by the Company, involves a high degree of financial risk and is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of an investment. The risk factors below are a non-exhaustive summary of the risk factors included in this Presentation, and no investor should make any investment decision without having reviewed and understood the risk factors associated with investing in the Company. The order of appearance is not intended to indicate importance or likelihood of occurrence. RISKS RELATED TO THE ISSUER'S BUSINESS • The Issuer's production and revenues is expected to come from one field • Development projects are associated with risks relating to delays and costs. • Marketing and sale of hydrocarbons • The oil and gas industry is subject to commodity price fluctuations, which may adversely impact the Issuer's results of operations, financial condition and prospects • Recovery, reserve and resource estimates may prove inaccurate and reporting standards may differ from the standards of other jurisdictions • The Issuer's financial performance depends on its ability to locate and develop oil and gas reserves, to produce these reserves commercially and get paid for them • Competition • Alternatives to and changing demand for petroleum products • Cost of new technologies • The Issuer may be unable to obtain or renew required concessions, licence, permits and other authorisations (together, "Licences") or such Licences may be suspended, terminated or revoked prior to their expiry • A significant change in Dutch laws and regulations for the petroleum industry, particularly any unfavorable amendments to applicable tax laws, may have an adverse effect on the Issuer's business and financial condition • Activities in the oil and gas sectors can be dangerous and may be subject to interruption • The Issuer's