(Company Registration Number: 201301242M) (Incorporated in the Republic of Singapore on 11 January 2013) OFFER DOCUMENT DATED 22 JULY 2013

(Registered by the Singapore Exchange Securities Trading Limited (the SGX-ST), acting as agent on behalf of the Monetary Authority of Singapore (the Authority) on 22 July 2013) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser(s). THIS OFFER IS MADE IN OR ACCOMPANIED BY THIS OFFER DOCUMENT (THIS OFFER DOCUMENT) THAT HAS BEEN LODGED WITH AND REGISTERED BY THE SGX ST, ACTING AS AGENT ON BEHALF OF THE AUTHORITY ON 27 JUNE 2013 AND 22 JULY 2013 RESPECTIVELY. THE REGISTRATION OF THIS OFFER DOCUMENT BY THE SGX-ST, ACTING AS AGENT ON BEHALF OF THE AUTHORITY DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY OTHER LEGAL OR REGULATORY REQUIREMENTS, OR REQUIREMENTS UNDER THE SGX-STS LISTING RULES, HAVE BEEN COMPLIED WITH. Rex International Holding Limited (our Company) is offering 142,500,000 new Shares for subscription by investors at the issue price of S$0.50 per Share (the Issue Price) (the Invitation). The Invitation consists of (i) an international placement of 140,000,000 Invitation Shares to investors, including institutional and other investors in Singapore, and outside the United States in reliance on Regulation S (Regulation S) under the United States Securities Act of 1933, as amended (the US Securities Act) (the Placement) and (ii) an offering of 2,500,000 Invitation Shares (as defined herein) to the public in Singapore (the Offer). The Shares offered under the Placement and the Offer may be reallocated between the Placement and the Offer, at the discretion of the Manager, Sponsor, Co-Placement Agents and the Underwriter (in consultation with our Company), subject to any applicable law. Please refer to the section entitled Plan of Distribution of this Offer Document. PrimePartners Corporate Finance Pte. Ltd. (PPCF or the Sponsor or the Manager) has made an application to the SGX-ST for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of our Company that is already issued and the new Shares which are the subject of this Invitation (the Invitation Shares), the Additional Shares (as defined herein) and the new Shares which may be issued pursuant to the Rex International Performance Share Plan (the Award Shares) or upon the exercise of the options to be granted under the Rex International Employee Share Option Scheme (the Option Shares) on Catalist (as defined herein). Acceptance of applications will be conditional upon, inter alia, issue of the Invitation Shares, permission being granted by the SGX-ST for the listing and quotation of all our existing issued Shares, the Invitation Shares, the Additional Shares, the Award Shares and the Option Shares on Catalist. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed. The dealing in and quotation of the Shares will be in Singapore dollars. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the Shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, after consultation with your professional adviser(s). Our Companys principal activities are in oil and gas exploration, and we may not progress to the next stage of development or to a stage where we are able to generate revenue. Please refer to the following risks described in the section entitled Risk Factors of this Offer Document: (i) Most of our Groups concessions and/or licences are in the exploration phase and we have yet to commence production of oil; (ii) We are reliant on the discovery and development of additional oil reserves and may not be able to discover new oil reserves to maintain a commercially viable operation; (iii) We have a limited operating history as a Company and as a Group; (iv) Our business is exposed to exploration, development and production risks inherent in the oil and gas industry; and (v) Our business, revenues and profits may fluctuate with changes in the prices of oil and conditions of the global economy. In connection with the Invitation, our Company has granted UOB Kay Hian Private Limited, (the Stabilising Manager), an over-allotment option (the Over-allotment Option) exercisable in whole or in part by the Stabilising Manager on one or more occasions from the commencement of dealing in our Shares on Catalist (the Listing Date) until the earliest of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares to undertake stabilising actions or to subscribe up to an aggregate of 28,000,000 Shares (the Additional Shares) (representing approximately 19.6% of the total Invitation Shares), at the Issue Price, solely to cover the over-allotment of the Invitation Shares, if any, subject to any applicable laws and regulations. If the Overallotment Option is exercised in full, the total number of issued and outstanding Shares immediately after the Invitation will be 1,004,683,156 Shares. Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission to Catalist but relies on the Sponsor confirming that our Company is suitable to be listed and complies with the Rules of Catalist (as defined herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares being offered for investment. We have not lodged this Offer Document in any other jurisdiction. OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS THE INVITATION SHARES ARE REGISTERED UNDER THE US SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT IS AVAILABLE. THE INVITATION SHARES ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS AS DEFINED IN AND IN RELIANCE ON REGULATION S. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER OF THE INVITATION SHARES, PLEASE REFER TO THE SECTION ENTITLED PLAN OF DISTRIBUTION SELLING RESTRICTIONS OF THIS OFFER DOCUMENT. Investing in our Shares involves risks which are described in the section entitled RISK FACTORS of this Offer Document. After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issue or sell any of our Shares, on the basis of this Offer Document; and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document. INVITATION IN RESPECT OF 142,500,000 INVITATION SHARES (SUBJECT TO THE OVERALLOTMENT OPTION) COMPRISING 2,500,000 INVITATION SHARES BY WAY OF PUBLIC OFFER AND 140,000,000 INVITATION SHARES BY WAY OF PLACEMENT AT S$0.50 FOR EACH INVITATION SHARE, PAYABLE IN FULL ON APPLICATION.

Manager, Sponsor and Co-Placement Agent

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

Co-Placement Agent, Underwriter and Stabilising Manager

Co-Placement Agent

UOB KAY HIAN PRIVATE LIMITED

DBS VICKERS SECURITIES (SINGAPORE) PTE LTD

CORPORATE PROFILE
REX INTERNATIONAL HOLDING LIMITED (REX)
is an independent oil and gas exploration and production (E&P) company which has access to a set of proprietary and innovative exploration technologies (Rex Technologies) that mitigates exploration risks and reduces costs of exploration; has most of its concessions and/or licences in the exploration phase, which typically has a higher growth in value when discoveries of resources are made; has geographically diversified concessions covering an aggregate area of 21,954 sq km located in the Middle East, Norway and the USA which are geographical regions where there are known reservoirs of oil and gas; and co-operates with several partners in the development, management and operation of concessions and licences and builds on its international network to source for new investment opportunities.
RESERVES

PROSPECTIVE RESOURCES

CONTINGENT RESOURCES USA

UAE/OMAN/NORWAY

$/BOE, RISKED 1

4 DISCOV.

5 DEVEL.

6 PDO*

10

11

12

13

14

15

YEAR

LICENSE AWARD EXPLOR.

CONSTRUCTION

FIRST OIL

PRODUCTION

*Plan for Development and Operation

REX GRAVITY

REX SEEPAGE

REX VIRTUAL DRILLING

REX TECHNOLOGIES
Rex Technologies were developed by the founders of Rex Partners Ltd, Dr Karl Lidgren and Mr Hans Lidgren.

It comprises three (3) key proprietary and innovative exploration technologies: Rex Gravity, Rex Seepage and Rex Virtual Drilling. Rex Virtual Drilling allows seismic responses to be interpreted and accurately pinpoints the exact location of oil reservoirs and allows for volumetric calculations. Application of Rex Technologies significantly reduces the need for exploration and appraisal drilling, thus reducing the time taken, risks and costs involved in the exploration process.

Rex Technologies were 100% accurate in its predictions based on the 18 external tests conducted over the last 24 months. The worldwide success ratios in exploration drilling using Rex Technologies is estimated to be in excess of 50%, and our Directors are of the opinion that this is much higher than the estimated average worldwide and industry-wide success ratio of 10% to 15%. It is mainly because of our access to the proprietary Rex Technologies that we have been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA. We believe that there are no directly comparable exploration and production companies that possess the same scale of operations and technical capabilities as us.

ADVANTAGES OF REX TECHNOLOGIES OVER TRADITIONAL E&P TECHNOLOGIES

REX TECHNOLOGIES Rex Gravity APPLICATION To detect possible hydrocarbon accumulations through use of satellite altimetry and bathymetry to map out hydrocarbon prospects To search for hydrocarbon presence at sea surface through the use of thermal imagery satellite information To detect liquid hydrocarbon accumulations using seismic data interpretation techniques ADVANTAGES OVER TRADITIONAL TECHNOLOGIES Able to accurately visualise and predict the location of liquid hydrocarbons in the sub-terrain Significantly reduces need for exploration and appraisal drilling

Rex Seepage Rex Virtual Drilling

Increased probability of finding oil Shorter exploration process Significantly reduced risks and costs

CORPORATE PROFILE
OUR CONCESSIONS
Our concessions are located in geographical regions where there are known reservoirs of oil and gas. The United Arab Emirates (UAE) and Oman are large crude oil producers in the Middle East. Our concessions in the USA (the US Concessions) are proven to have oil reserves and resources, and our licences in Norway (the Norwegian Licences) are located in a region in Norway where several oil and gas discoveries have already been made.

NORWAY RWAY 4 OFFSH HORE LICENC NCES

UAE U E RAK NORTH RAK ONSHORE SHARJAH JAH

USA COLORADO NORTH DAKOTA

OMAN BLOCK 50 0 OMAN

PERTINENT INFORMATION ABOUT OUR CONCESSIONS AND/OR LICENCES

CONTRACT AREA AREA (KM) GROUP COMPANYS DIRECT INTEREST IN THE CONCESSION AND/OR LICENCE COMPANYS EFFECTIVE INTEREST IN THE CONCESSION AND/OR LICENCE TERM STATUS

USA Colorado (Whitewater Federal Production Unit, Piceance Basin, Mesa and Delta Counties) and North Dakota (Williston Basin, Renville and Ward Counties) MIDDLE EAST RAK North Concession RAK Onshore Concession Sharjah Concession Block 50 Oman Concession 300 100% 38.4% 3 years + 3 years + 20 years upon DOC 18 months + 2 years + 20 years upon DOC 3 years + 20 years upon DOC 3 years + 3 years + 20 years upon DOC EXPLORATION Drilling of first well in early 2014 EXPLORATION Drilling of first well potentially by end 2014 EXPLORATION Drilling of first well by first half of 2014 EXPLORATION Drilling of 2 wells in 2013 243 Direct 20% interest in the 80 Commitment Wells Direct 20% interest in the 80 Commitment Wells The duration of production by the 80 Commitment Wells DEVELOPMENT AND APPRAISAL Drilling of first well commenced on 7 May 2013; production expected in fourth quarter of 2013

886

100%

65%

1,600

100%

65%

16,903

100%

41.6%

NORWAY PL503 / Valberget 978 12.5% 8.1% 10 years upon DOC + Option for a further 20 years 10 years upon DOC + Option for a further 20 years 10 years upon DOC + Option for a further 20 years 10 years upon DOC + Option for a further 20 years

PL503B / Valberget

433

12.5%

8.1%

PL616 / Skagastl

333

5.0%

3.3%

EXPLORATION Drilling of 3 to 5 wells in 2013 and 2014

PL498 / Skagen

278

5.0%

3.3%

Pursuant to an agreement between Lime Petroleum Norway AS (Lime Petroleum Norway) and North Energy ASA (North Energy), North Energy assigned the relevant participating interests in six Norwegian Licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two of these licences in or around July or August 2013 with another two concessions of equivalent size. As such, the two licences are not reflected in the table and diagram above Declaration of commerciality Upon successful discovery in Oman, the Government of the Sultanate of Oman has an option of up to 25.0% of the participating interest in the Block 50 Oman Concession. Accordingly, the Companys effective interest in the Block 50 Oman Concession may be reduced to no lower than 31.2%

PARTICIPATION RIGHTS IN THE USA

Together with Loyz Oil Pte. Ltd. (Loyz Oil), we are responsible for the implementation of a drilling plan for the 80 Commitment Wells within the concession in Colorado and the concession in North Dakota. This is for a period of 24 months commencing from 7 May 2013. We will be applying Rex Technologies to define the drilling locations and the types of wells depending on the potential reservoir structures and geometry. We will receive 20% of the net revenue derived from the drilling campaign of the 80 Commitment Wells. Total net 2P oil reserves attributable to Rex from the Whitewater Federal Production Unit4 comprise 5.7 MMBbl. Total net 2C oil contingent resources attributable to Rex from the Williston Basin4 comprises 0.074 MMBbl.

CONCESSION RIGHTS IN THE MIDDLE EAST

Our four (4) concessions in the Middle East (the Middle East Concessions) are held through our subsidiary Lime Petroleum Plc (Lime) in which we have a 65% interest and are located in the UAE and Oman.

LICENCE RIGHTS IN NORWAY

The Norwegian Licences, held through Lime Petroleum Norway, were secured under an agreement with North Energy, a company listed on the Oslo Stock Exchange. North Energy assigned certain of its participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for approximately US$4.9 million. We also have the right, but no obligation, to 50% of any licence which North Energy has title to, pursuant to screening and processing of the geological and geophysical data of these licences using Rex Technologies.

According to estimates from the Qualified Persons Report

BUSINESS STRATEGIES
Position as a leading independent exploration and production company To capitalise on management teams extensive industry experience and use of Rex Technologies to successfully identify potential reservoirs in a shorter time and with higher accuracy. To carry out more exploration work to identify new resources and continue to strengthen our market position to emerge as a leading independent exploration and production company. Increase value through seeking new concessions and/or licences To build a balanced portfolio with a robust mix of both onshore and offshore exploration and production concessions and/or licences in new geographical areas to mitigate any potential risks. To focus on acquiring under-evaluated and under-valued concessions in geographically independent jurisdictions with favourable fiscal regimes. To seek out new concessions and/or licences where initial seismic data is already available in order to reduce cost and lead-time in acquiring such data. Partial farm-out of ownership in concessions and/or licences to new partners To farm-out our ownership in certain of our concessions and/or licences to strong strategic partners in return for funding, thus keeping our risk profile low. To spin-off mature assets as part of capital renewal for exploration activities and to unlock value for Shareholders. Expand through acquisitions and strategic partnerships To acquire concessions and/or licences with potential value across the exploration and production process. Enter into strategic partnerships, as we have done in relation to our US Concessions, to work with strong corporations which are beneficial to our Group.

COMPETITIVE STRENGTHS
Access to Rex Technologies to assess areas for exploration We have been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of the use of Rex Technologies, which mitigates exploration risk by increasing the probability of discovery, thereby reducing the time and costs of exploration. With the use of Rex Technologies, we are able to obtain seismic data analysis results much faster which will allow us to grow our portfolio within the next 18 months. Location of concessions and/or licences Our concessions and/or licences are located in politically stable countries with well-developed oil and gas infrastructures such as oil and gas pipelines that span thousands of kilometres. With these infrastructures in place, the Group benefits from significant cost savings. Diversified portfolio Our assets are spread out over the Middle East, Norway and the USA, which allows us to diversify our portfolio and minimise dependence on a single asset or a single jurisdiction. Smaller financial commitments We have smaller financial commitments as compared to many of our peers. In Norway, our operations are supported by the Norwegian petroleum fiscal system with the reimbursement of 78% of our exploration expenses every year, regardless of success in finding oil. In the Middle East Concessions, our subsidiary, Lime, has raised approximately US$90 million to be used for exploration activities, while in the USA, minimal additional financial commitments are required due to our existing partnerships. Strong partnerships with our strategic partners Our partnerships with established oil and gas players allow us to leverage on our international network to source for new investment opportunities with fundings contributed by our partners which are financially strong. This reduces our risk exposure.

OUR INTERNATIONAL NETWORK OF STRATEGIC PARTNERS

FRAM EXPLORATION ASA An international oil and gas E&P company, incorporated in Norway, which focuses on locating commercial oil and gas assets that are undervalued or under-evaluated Bursa-listed E&P entity with a 35% interest in Lime

HIBISCUS PETROLEUM BERHAD (HIBISCUS PETROLEUM) LOYZ OIL

Wholly-owned subsidiary of Catalist-listed Loyz Energy Limited, and an upstream player in the oil and gas sector An oil company listed on the Oslo Stock Exchange with licences in the Norwegian Continental Shelf, with a particular focus on reserves in the Barents Sea The national oil company of Ivory Coast

NORTH ENERGY

PETROCI HOLDING

Strong and experienced management team Members of our management teams have experience typically ranging from 20 years to 30 years. Our management team is familiar with the different phases of the exploration process in different geological settings and has extensive experience in the oil and gas industry.

FUTURE PLANS
USA
We have commenced drilling operations in North Dakota using Rex Technologies on 7 May 2013. Capital expenditure is estimated at approximately US$18.4 million which will primarily be used for drilling, data gathering and evaluation and for surface facilities to prepare a well to be set into production. We are simultaneously looking into other potential opportunities in the USA after completion of the current drilling programme and are also further reviewing opportunities in the Caribbean.

NORWAY
Our subsidiary, Lime Petroleum Norway will continue to participate in the screening of potential licences in partnership with North Energy. We intend to apply for a further eight (8) to 12 licences by the end of 2013, with the first well estimated to be drilled in 2014. We intend to participate in the drilling of three (3) to five (5) new offshore wells within the next 18 months.

WESTERN EUROPE
2013 Number of wells Forecast year-end production (barrels per day) 30 1,528 2014 40 3,338 2015 10 3,264 TOTAL 80

We seek to grow our presence in Western Europe with a particular focus on the United Kingdom and Germany, which both have a long tradition of oil production.

ASIA-PACIFIC
Our presence in Southeast Asia is represented by our joint venture entity with Bursa-listed Hibiscus Petroleum, HiRex Petroleum Sdn. Bhd. (HiRex). We have a 48.2% stake in HiRex. We have begun screening potential drilling locations in mature field and exploration opportunities in Malaysia, Australia, New Zealand, Cambodia, Vietnam, Myanmar and the Philippines. We expect to secure interests in five (5) to six (6) licences in the next 18 months as the result of a large seismic data screening process during 2013 and 2014. We expect considerable growth in our concession and/or licence portfolio over the next 18 months.
First well in early 2014 First well potentially by end 2014 First well by first half of 2014 2 wells in 2013

MIDDLE EAST
Plans for exploratory drilling are in place for 2013 and 2014. We intend to farm-out part of our equity in certain of our companies holding the Middle East Concessions in return for funding for further drilling. We foresee additional capital expenditure for the drilling of more wells and the development of new opportunities. Our target drilling schedule is as follows:

CONCESSIONS RAK North RAK Onshore Sharjah Block 50 Oman

FINANCIAL PERFORMANCE
There was no revenue generated by our Group for the Financial Period from 10 June 2011 to 31 December 2011 (FP2011) and the Financial Year ended 31 December 2012 (FY2012) as we have not yet commenced any form of production. We reported a profit before taxation of US$1.8 million in FP2011 and a loss before taxation of US$1.2 million in FY2012.

CONTENTS
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVER-ALLOTMENT OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRICE STABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHARE LENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUBSCRIPTION FOR INVITATION SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISKS RELATING TO OUR GROUPS BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISKS RELATING TO THE COUNTRIES IN WHICH WE OPERATE . . . . . . . . . . . . . . . RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 8 22 23 25 25 30 32 32 33 33 34 34 35 36 37 37 37 39 41 41 42 43 44 45 47 49 49 62 63 66 66 67

CONTENTS
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . . MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SELECTED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REVIEW OF FINANCIAL POSITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITAL COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITAL DIVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNIFICANT ACCOUNTING POLICY CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TECHNOLOGIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT AND OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INFRASTRUCTURE AND FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MAJOR CUSTOMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MAJOR SUPPLIERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CREDIT POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROPERTIES AND FIXED ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 70 74 74 76 76 79 80 82 83 88 92

94 94 96 97 98 100 101 101 101 102 102 103 104 104 106 108 129 135 136 137 137 138 139 139

CONTENTS
INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS DEVELOPMENT AND MARKETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LICENCES, PERMITS, GOVERNMENT REGULATIONS AND APPROVALS . . . . . . . . . CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ENVIRONMENT, HEALTH AND SAFETY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ENVIRONMENT PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS STRATEGIES AND FUTURE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . GUIDELINES AND REVIEW PROCEDURE FOR ON-GOING AND FUTURE INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DIRECTORS AND KEY EXECUTIVES REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REX INTERNATIONAL PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 140 140 140 140 143 144 145 146 147 149 152 153 156 157 158 158 158 164 166 167 169 169 169 175 177 178 179 181 185 193 199 204 205 210

CONTENTS
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MEMORANDUM AND ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS . . . . . . . . . . INTERESTS OF EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . QUALIFIED PERSONS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . INDUSTRY REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS . . . . . . . . . . DETAILS OF OUR KEY PROPERTY INTERESTS . . . . . . . . . . . . . TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 211 213 215 215 215 216 218 218 219 222 222

A-1

APPENDIX B

B-1

APPENDIX C

C-1 D-1 E-1 F-1 G-1

APPENDIX D APPENDIX E APPENDIX F APPENDIX G APPENDIX H

H-1 I-1

APPENDIX I APPENDIX J

J-1

CORPORATE INFORMATION
BOARD OF DIRECTORS : Mr Dan Brostrm (Executive Director and Chairman) Dr Karl Lidgren (Non-Executive Director) Mr Bernt Eivind sthus (Non-Executive Director) Mr Muhammad Sameer Yousuf Khan (Independent Non-Executive Director) Mr Abderahmane Fodil (Independent Non-Executive Director) Mr Sin Boon Ann (Independent Non-Executive Director) Mr Teo Meng Keong (ACIS) Ms Tan Siew Hua (SAICSA) 80 Robinson Road #02-00 Singapore 068898 PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 DBS Vickers Securities (Singapore) Pte Ltd 12 Marina Boulevard #10-01 DBS Asia Central Marina Bay Financial Centre Tower 3 Singapore 018982 WongPartnership LLP 12 Marina Boulevard, Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Arntzen de Besche Advokatfirma AS Bygdy all 2 P.O. Box 2734 Solli 0204 Oslo Norway Pepper Hamilton LLP 37th Floor, 620 Eighth Avenue New York, NY 10018-1405 United States of America Polsinelli PC 1515 Wynkoop Street Suite 600 Denver, Colorado 80202 United States of America

JOINT COMPANY SECRETARIES REGISTERED OFFICE

MANAGER, SPONSOR AND CO-PLACEMENT AGENT

CO-PLACEMENT AGENT, UNDERWRITER AND STABILISING MANAGER CO-PLACEMENT AGENT

SOLICITOR TO THE INVITATION AND LEGAL ADVISER TO OUR COMPANY AS TO SINGAPORE LAW LEGAL ADVISER TO OUR COMPANY AS TO NORWEGIAN LAW

LEGAL ADVISERS TO OUR COMPANY AS TO UNITED STATES LAW

CORPORATE INFORMATION
LEGAL ADVISER TO OUR COMPANY AS TO MALAYSIAN LAW : Zaid Ibrahim & Co Level 19 Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Malaysia Galadari Advocates & Legal Consultants P.O. Box 7992 Dubai United Arab Emirates Said Al Shahry & Partners (civil advocacy company) P.O. Box 1288 PC 112 Sultanate of Oman Appleby 2206-19 Jardine House 1 Connaught Place Central Hong Kong Laurence Keenan Advocates & Solicitors Victoria Chambers 47 Victoria Street Douglas Isle of Man, IM1 2LD KPMG LLP 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581 Partner-in-charge: Mr Chiang Yong Torng (a member of the Institute of Certified Public Accountants of Singapore) KPMG Audit LLC Heritage Court 41 Athol Street Douglas Isle of Man IM99 1HN Director-in-charge: Mr Russell Kelly (a fellow of the Institute of Chartered Accountants in England and Wales)

LEGAL ADVISER TO OUR COMPANY AS TO UNITED ARAB EMIRATES LAW LEGAL ADVISER TO OUR COMPANY AS TO OMANI LAW

LEGAL ADVISER TO OUR COMPANY AS TO BRITISH VIRGIN ISLANDS LAW

LEGAL ADVISER TO OUR COMPANY AS TO ISLE OF MAN LAW

INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS

CORPORATE INFORMATION
INDEPENDENT GEOLOGISTS : OPK Resources GmbH Moselstrae 40 54528 Salmtal Germany Geophysik GGD mbH Ehrensteinstrae 33 D-04105 Leipzig Germany INDEPENDENT VALUER AND INDUSTRY CONSULTANT : Fox-Davies Capital Limited 1 Tudor Street London EC4Y 0AH United Kingdom Asiasons WFG Capital Pte. Ltd. 70 Anson Road #24-01 Hub Synergy Point Singapore 079905 Tricor Barbinder Share Registration Services 80 Robinson Road #02-00 Singapore 068898 DBS Bank Ltd. 12 Marina Boulevard DBS Asia Central Marina Bay Financial Centre Tower 3 Singapore 018982

INDEPENDENT FINANCIAL ADVISER

SHARE REGISTRAR AND SHARE TRANSFER AGENT

PRINCIPAL BANKER AND RECEIVING BANKER

DEFINITIONS
In this Offer Document and the accompanying Application Forms, unless the context otherwise requires, the following definitions apply where the context so admits: Group and associated companies Baqal Company Dahan Fram Fram Operating : : : : : Baqal Petroleum Ltd. Rex International Holding Limited Dahan Petroleum Ltd. Fram Exploration ASA Fram Operating LLC, a 98% subsidiary of Fram Americas LLC which is in turn 99.96% owned by Fram Our Company and our subsidiaries HiRex Petroleum Sdn Bhd Lime Petroleum Norway AS Loyz Rex Drilling Services, LLC Masirah Oil Ltd. Baqal, Dahan, Masirah and Zubara

Group HiRex Lime Petroleum Norway Loyz Rex Drilling Masirah Middle East Concession Companies Rexonic Rex International BVI Rex International Investments Rex Oil & Gas Rex South East Asia Rex US Rex US Operating Rex US Ventures Zubara

: : : : : :

: : :

Rexonic International Ltd. Rex International Holding Ltd. Rex International Investments Pte. Ltd.

: : : : : :

Rex Oil & Gas Ltd. Rex South East Asia Ltd. Rex US Ltd. Rex U.S. Operating, Inc. Rex US Ventures LLC Zubara Petroleum Ltd.

DEFINITIONS
Corporations within the Rex Group Limea : Limea Ltd, a company which is jointly-owned by Dr Karl Lidgren and Mr Hans Lidgren in which each of them have shareholding interests of 50% Rex Commercial Ltd, a wholly-owned subsidiary of Rex Partners Includes Limea and Rex Partners and corporations that are whollyowned by Rex Partners, including Rex Commercial, Rex Starter Ltd, Rex Atlantic Ltd, Rex Jade Ltd, Trace Petroleum Oil Ltd and Atlantic Petroleum Guinea Bissau Ltd but excludes our Group Rex Partners Ltd, a company which is 80% owned by Limea and 20% owned by Mr Svein Kjellesvik Rex Technology Management Ltd, a wholly-owned subsidiary of Rex Partners

Rex Commercial Rex Group

: :

Rex Partners

Rex Technology Management

Other Corporations and Agencies Authority or MAS Bursa Malaysia : : The Monetary Authority of Singapore Bursa Malaysia, a stock exchange based in Kuala Lumpur, Malaysia The Central Depository (Pte) Ltd DBS Vickers, PPCF and UOB Kay Hian The Central Provident Fund DBS Vickers Securities (Singapore) Pte Ltd US Energy Information Administration Gulf Hibiscus Ltd, a wholly-owned subsidiary of Hibiscus Petroleum Hibiscus Oilfield Services Limited, a wholly-owned subsidiary of Hibiscus Petroleum Hibiscus Petroleum Berhad, a company listed on Bursa Malaysia International Energy Agency OPK Resources GmbH and Geophysik GGD mbH Fox-Davies Capital Limited

CDP or Depository Co-Placement Agents CPF DBS Vickers EIA Gulf Hibiscus Hibiscus Oilfield

: : : : : : :

Hibiscus Petroleum IEA Independent Geologists Independent Valuer

: : : :

DEFINITIONS
IRAS Loyz Oil : : The Inland Revenue Authority of Singapore Loyz Oil Pte. Ltd., a wholly-owned subsidiary of Loyz Energy Limited, a company listed on Catalist Loyz USA Holdings LLC, a wholly-owned subsidiary of Loyz Oil Australia Pty Ltd which is in turn wholly-owned by Loyz Oil PrimePartners Corporate Finance Pte. Ltd.

Loyz USA

Manager or Sponsor or PPCF North Energy OCBC Bank OECD OPEC Orient Hibiscus

: : : : :

North Energy ASA, a company listed on the Oslo Stock Exchange Oversea-Chinese Banking Corporation Limited Organisation for Economic Co-operation and Development Organisation for Petroleum Exporting Countries Orient Hibiscus Sdn Bhd, a wholly-owned subsidiary of Hibiscus Petroleum DBS Bank Ltd. (including POSB), OCBC Bank and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited PETROCI HOLDING, Socit Nationale d Oprations Petrolires de la Cte dIvoire DBS Bank Ltd. Schroders and Co. Bank AG (also known as Schroder & Co. Banque S.A.) Singapore Exchange Securities Trading Limited Tricor Barbinder Share Registration Services UOB Kay Hian Private Limited

Participating Banks and each a Participating Bank

Petroci Holding

Receiving Bank Schroders

: :

SGX-ST Share Registrar Stabilising Manager or Underwriter or UOB Kay Hian General 1Q 2Q

: : :

: :

The period from 1 January to 31 March of the relevant year The period from 1 April to 30 June of the relevant year

10

DEFINITIONS
Additional Shares : Up to an aggregate of 28,000,000 Shares that the Stabilising Manager may subscribe pursuant to the Over-allotment Option The printed application forms to be used for the purpose of the Invitation and which form part of this Offer Document The list of applications for subscription of the Invitation Shares The articles of association of our Company, as amended or modified from time to time (a) In relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means: (i) (ii) his immediate family; the trustees, acting in their capacity as such trustees, of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or any company in which he and his immediate family together (directly or indirectly) have an aggregate interest of 30.0% or more;

Application Forms

Application List Articles or Articles of Association associate

: :

(iii)

(b)

In relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30.0% or more

associated company

In relation to a company, a company in which at least 20% but not more than 50% of its shares are held by the first-mentioned company Automated teller machine of a Participating Bank The audit committee of our Company as at the date of this Offer Document The awards which may be granted pursuant to the Performance Share Plan The Shares which are the subject of the Awards under the Performance Share Plan

ATM Audit Committee

: :

Award

Award Shares

11

DEFINITIONS
Base Case Pricing Scenario : The base case Brent oil price forecast whereby the forward oil prices were provided by Bloomberg L.P. from the International Commodity Exchange London, as of 14 May 2013, where oil prices decline from a current level of US$104.30/bbI to US$94.58/bbI (February 2016). Oil prices were then assumed to escalate 2% per annum from 2016 The exploration and production sharing agreement governing the Block 50 Oman Concession dated 28 February 2011 entered into between the Government of the Sultanate of Oman, Rex Oil & Gas and Petroci Holding, pursuant to which Rex Oil & Gas and Petroci Holding were granted the right to explore and produce hydrocarbons within the Block 50 Oman Concession, which was subsequently assigned by Rex Oil & Gas and Petroci Holding to Masirah on 28 March 2011 A concession located offshore in the Sultanate of Oman, with an area of 16,903 sq km, which grants the concession holder the right to explore and produce hydrocarbons from the designated area The board of Directors of our Company as at the date of this Offer Document The bond conversion and share purchase offer and acceptance agreement dated 21 March 2013 entered into between Fram, our Company, Rex Commercial, Schroders and each converting bondholder of Fram The sponsor-supervised listing platform of the SGX-ST The 3,000,000 new Shares issued and allotted by our Company to Cathay Ltd. as part of its consultancy fee as consultant to our Company The chief executive officer of our Company

Block 50 EPSA

Block 50 Oman Concession

Board or Board of Directors Bond Conversion Acceptance Agreement

Catalist Cathay Shares

: :

Chief Executive Officer or CEO Code of Corporate Governance

Code of Corporate Governance 2012 issued in May 2012 by the Authority (as amended, modified or supplemented from time to time) A portfolio of onshore petroleum leases in the USA in the state of Colorado held by Fram spanning 204 sq km The wells which our Company and Loyz Oil are responsible for implementing a drilling plan for pursuant to the Participation and Exploration Agreement in relation to the US Concessions The Companies Act, Chapter 50 of Singapore (as amended or modified from time to time)

Colorado Concession

Commitment Wells

Companies Act

12

DEFINITIONS
Controlling Shareholder : As defined in the Rules of Catalist: (a) a person who directly or indirectly has an interest of 15.0% or more of the aggregate of the nominal amount of all the voting shares in our Company (unless otherwise determined by the SGX-ST); or a person who in fact exercises control over our Company

(b) Convertible Loan Agreements and each a Convertible Loan Agreement :

The convertible loan agreements dated 5 April 2013 and 19 April 2013, as supplemented by supplemental agreements dated 15 May 2013, entered into between our Company, Rex Commercial, Schroders and each of the Pre-IPO Investors in respect of the Convertible Loan The convertible loans of an aggregate sum of S$35,156,250, granted under the Convertible Loan Agreements, convertible into 87,890,625 new Shares at a discount of 20% of the Issue Price upon the terms and conditions of the Convertible Loan Agreements The shareholders agreement dated on 5 May 2011 entered into by Schroders, Right Ally Limited, Rex Oil & Gas (which subsequently assigned its rights and obligations to Lime Petroleum Ltd. on 26 August 2011) and Dahan to regulate the affairs of Dahan and their respective rights and obligations as shareholders of Dahan The directors of our Company as at the date of this Offer Document Applications for the Offer Shares made through an ATM or through the IB website of one of the Participating Banks in accordance with the terms and conditions of this Offer Document Earnings per Share The executive directors of our Company as at the date of this Offer Document The executive officers of our Group as at the date of this Offer Document The financial period from 10 June 2011 to 31 December 2011 The converting bondholders and selling shareholders of Fram whom are party to the Fram Transaction Documents The Bond Conversion Acceptance Agreement and the Share Purchase Offer Agreement

Convertible Loan

Dahan Shareholders Agreement

Directors Electronic Applications

: :

EPS Executive Directors

: :

Executive Officers

FP2011 Fram Shareholders

: :

Fram Transaction Documents

13

DEFINITIONS
Full Sponsorship Agreement : The full sponsorship and management agreement dated 22 July 2013 entered into between our Company and PPCF pursuant to which PPCF agrees to sponsor and manage the Listing as set out in the sections entitled Plan of Distribution and General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document Financial year ended or, as the case may be, ending 31 December Goods and Services Tax The intellectual property licence agreement dated 21 March 2013 entered into between HiRex and Rex Technology Management The right of first refusal granted to HiRex as described in the section entitled Group Structure Shareholders Agreements of this Offer Document The shareholders agreement dated 21 March 2013 in respect of HiRex, which was entered into between our Company, Rex South East Asia, Orient Hibiscus, Hibiscus Petroleum and HiRex to regulate the affairs of HiRex and their respective rights and obligations as shareholders of HiRex Internet banking The independent directors of our Company as at the date of this Offer Document Our invitation to subscribe for the Invitation Shares at the Issue Price, subject to and on the terms and conditions set out in this Offer Document, by way of the Offer and Placement The 142,500,000 new Shares, which are the subject of the Invitation The following agreements pursuant to which Rex Technology Management has granted Lime Petroleum Plc, Lime Petroleum Norway, HiRex and our Company a licence for the use of Rex Technologies respectively: (a) Lime Petroleum IP Licence Agreement; (b) Lime Norway IP Licence Agreement; (c) HiRex IP Licence Agreement; and (d) RIH IP Licence Agreement S$0.50 for each Invitation Share 18 June 2013, being the latest practicable date for the purposes of lodgement of this Offer Document with the SGX-ST

FY GST HiRex IP Licence Agreement HiRex ROFR

: : :

HiRex Shareholders Agreement

IB Independent Directors

: :

Invitation

Invitation Shares

IP Licence Agreements

Issue Price Latest Practicable Date

: :

14

DEFINITIONS
Lime Norway IP Licence Agreement : The intellectual property licence agreement dated 21 March 2013 entered into between Lime Petroleum Norway and Rex Technology Management The intellectual property licence agreement dated 24 October 2011 entered into between Lime Petroleum Plc and Rex Oil & Gas, which was subsequently assigned by Rex Oil & Gas to Rex Technology Management on 7 March 2013 The shareholders agreement dated 24 October 2011 entered into between Gulf Hibiscus, Rex Oil & Gas, Schroders and Lime Petroleum Plc to regulate the affairs of Lime Petroleum Plc and their respective rights and obligations as shareholders of Lime Petroleum Plc The listing of our Company and the quotation of our Shares on Catalist The commencement of dealing in our Shares on Catalist The provisions of Sections A and B of the listing manual of the SGX-ST as amended, modified or supplemented from time to time The management and underwriting agreement dated 22 July 2013 entered into between our Company, PPCF and UOB Kay Hian in connection with the Invitation pursuant to which UOB Kay Hian agreed to underwrite the Offer Shares as set out in the sections entitled Plan of Distribution and General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document A day on which the SGX-ST is open for trading in securities The geographical area which includes Bahrain, Egypt, Iran, Iraq, Jordan, Kuwait, Lebanon, Oman, Qatar, Syria, Turkey, UAE and Yemen and offshore areas associated with these countries The Block 50 Oman Concession, RAK North Concession, RAK Onshore Concession, and the Sharjah Concession The nominating committee of our Company as at the date of this Offer Document The non-executive directors of our Company (including Independent Directors) as at the date of this Offer Document A portfolio of onshore petroleum leases in the USA in the state of North Dakota, where Frams interests spans 39 sq km

Lime Petroleum IP Licence Agreement

Lime Petroleum Shareholders Agreement

Listing

Listing Date Listing Manual

: :

Management and Underwriting Agreement

Market Day Middle East

: :

Middle East Concessions

Nominating Committee

Non-Executive Directors

North Dakota Concession

15

DEFINITIONS
Norwegian Licences : The Norwegian licences covering approximately 2,022 sq km in the Norwegian Continental Shelf in Norway and being governed by the following four (4) production licence agreements: (a) PL503/Valberget; (b) PL503B/Valberget; (c) PL616/Skagastl; and (d) PL498/Skagen Net tangible assets The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Issue Price, subject to and on the terms and conditions of this Offer Document This offer document dated 22 July 2013 issued by us in respect of the Invitation The 2,500,000 new Shares which are the subject of the Offer The list of issuers maintained by the SGX-ST in relation to Catalist The share options which may be granted pursuant to the Share Option Scheme The new Shares which may be allotted and issued upon the exercise of the Options The option granted by the Company to the Stabilising Manager to subscribe up to an aggregate of 28,000,000 Shares (representing approximately 19.6% of the total Invitation Shares) at the Issue Price, solely to cover the over-allotment of the Invitation Shares, if any, exercisable in whole or in part on one or more occasions from the Listing Date until the earliest of (i) the date falling 30 days from the Listing Date, (ii) the date when the Stabilising Manager or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares to undertake stabilising actions The participation and exploration agreement dated 28 August 2012, as amended, entered into between Rex Oil & Gas or its assignees, Fram and Loyz Oil or its assignees, in relation to the exploration and development of the US Concessions upon the terms and conditions of the participation and exploration agreement, which was subsequently assigned by Rex Oil & Gas to Rex US Ventures on 10 December 2012, whereby Rex US Ventures further assigned its right, title and interest in certain federal leases to Rex US Operating on 14 June 2013 in a joinder and first amendment to the participation and exploration agreement, which also joined Fram Americas LLC, Fram Operating and Fram Federal Corporation to the original agreement

NTA Offer

: :

Offer Document

Offer Shares Official List Options

: : :

Option Shares

Over-allotment Option

Participation and Exploration Agreement

16

DEFINITIONS
Performance Share Plan : The Rex International Performance Share Plan approved by our Shareholders and implemented on 24 June 2013 Price earnings ratio The international placement by the Co-Placement Agents of the Placement Shares on behalf of our Company for subscription by investors, including institutional and other investors in Singapore and outside the United States in reliance on Regulation S under the US Securities Act, at the Issue Price, subject to and on the terms and conditions of this Offer Document The placement agreement dated 22 July 2013 entered into between our Company, PPCF, UOB Kay Hian and DBS Vickers as the Co-Placement Agents pursuant to which the Co-Placement Agents shall procure subscriptions for the Placement Shares at the Issue Price as set out in the sections entitled Plan of Distribution and General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document The 140,000,000 new Shares which are the subject of the Placement The project management and technical services agreement dated 24 October 2011 entered into between Hibiscus Oilfield and Lime Petroleum Plc The 2,500,000 new Shares issued and allotted by our Company to PPCF as part of PPCFs management fees as the Manager and Sponsor White Global Investment Holdings Ltd, Mr Tan Fuh Gih, Asia Merchant Capital II Limited, Mr Kingston Kwek Eik Huih, Disruptive Innovation Fund LP, Mr Tan Chin Hwee, Ms Sankaran Leena, Dr Whang Hwee Yong, Mr Tommie Goh Thiam Poh, Mr Jeremy Lee Sheng Poh, Infinity Worldwide Pacific Limited, Mr Stephen Anthony Cuunjieng, Dr Sonny Liew Chee Kong, Mr Danny Toe Teow Teck, Mr Ramesh Chandiramani, Mr Victor Lim Guan Teck, Mr Kristofer Skantze, Mr Roger Yeo Kok Tong, Mr Neoh Chin Chee, Mr Anders Sjgren, Mr ke Knutsson, Mr Max Skalli and Schroders The qualified persons report dated 31 March 2013 prepared by the Independent Geologists in respect of the US Concessions as set out in Appendix E of this Offer Document A concession located on the west coast of Ras al-Khaimah. It is demarcated in Figure 7 of this Offer Document, and covers an area of approximately 300 sq km, which grants the concession holder the right to explore and produce hydrocarbons from the designated area

PER Placement

: :

Placement Agreement

Placement Shares

PMTSA

PPCF Shares

Pre-IPO Investors

Qualified Persons Report

RAK North Concession

17

DEFINITIONS
RAK North EPSA : The exploration and production sharing agreement, dated 24 May 2010, as amended and restated on 10 April 2012, governing the RAK North Concession, entered into between the Government of Ras al-Khaimah (as represented by Rakgas LLC) and Dahan, pursuant to which Dahan is granted the right to explore and produce hydrocarbons within the RAK North Concession A concession located on the southern part of Ras al-Khaimah, with an area of 886 sq km, which grants the concession holder the right to explore and produce hydrocarbons from the designated area The exploration and production sharing agreement dated 10 April 2012, governing the RAK Onshore Concession entered into between the Government of Ras al-Khaimah (as represented by Rakgas LLC) and Baqal, pursuant to which Baqal is granted the right to explore and produce hydrocarbons within the RAK Onshore Concession Ras al-Khaimah, an emirate in the UAE The remuneration committee of our Company as at the date of this Offer Document The corporate restructuring exercise undertaken in connection with the Invitation as set out in the section entitled Restructuring Exercise of this Offer Document The sale and purchase agreement dated 19 March 2013, entered into between Rex International Investments, Rex Commercial and Schroders for the acquisition of shares in Rex International BVI The intellectual property licence agreement dated 4 April 2013 entered into between our Company and Rex Technology Management, as amended on 26 June 2013 The sale and purchase agreement dated 20 March 2013, entered into between our Company, Rex Commercial and Schroders for the acquisition of shares in Rex International Investments The Rex International Technology Committee Section B of the Listing Manual dealing with the rules of Catalist, as amended, modified or supplemented from time to time The securities account maintained by a Depositor with CDP

RAK Onshore Concession

RAK Onshore EPSA

Ras al-Khaimah Remuneration Committee

: :

Restructuring Exercise

RIH BVI Sale and Purchase Agreement

RIH IP Licence Agreement

RII Sale and Purchase Agreement

RIT Committee Rules of Catalist

: :

Securities Account

18

DEFINITIONS
Service Agreements : The service agreements entered into between our Company and each of Mr Mns Lidgren, Mr Kristofer Skantze and Mr ke Knutsson as described in the section entitled Directors, Executive Officers and Employees Service Agreements of this Offer Document Securities and Futures Act, Chapter 289 of Singapore, as amended, supplemented or modified from time to time Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, as amended, supplemented or modified from time to time The share lending agreement dated 22 July 2013 entered into between Rex Commercial and the Stabilising Manager The Rex International Employee Share Option Scheme approved by our Shareholders and implemented on 24 June 2013 Ordinary shares in the capital of our Company The share purchase and offer agreement dated 21 March 2013, entered into between our Company, Rex Commercial, Schroders and each selling shareholder of Fram Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with Shares The shareholders agreements entered into by the shareholders of Lime Petroleum Plc, Masirah, Dahan and HiRex in respect of each entity Sharjah, an emirate in the UAE The concession agreement entered into between the Government of Sharjah and Rex Oil & Gas which was effective 6 June 2011, which was subsequently assigned by Rex Oil & Gas to Zubara, pursuant to which Zubara is granted the right to explore and produce hydrocarbons within the Sharjah Concession A concession located offshore in Sharjah, with an area of 1,600 sq km, which grants the concession holder the right to explore and produce hydrocarbons from the designated area The Petroleum Resource Management System promulgated by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers

SFA

SFR

Share Lending Agreement

Share Option Scheme

Shares Share Purchase Offer Agreement

: :

Shareholders

Shareholders Agreements

Sharjah Sharjah CA

: :

Sharjah Concession

SPE PRMS

19

DEFINITIONS
Substantial Shareholders : Persons who have an interest in our Shares, the nominal amount of which is not less than 5.0% of the aggregate of the nominal amount of all the voting shares of our Company The Singapore Code on Take-Overs and Mergers issued by the Authority United Arab Emirates The United States of America

Take-over Code or the Singapore Take-over Code UAE US or USA or United States US Concessions US Securities Act VALMIN Code

: :

: : :

The Colorado Concession and the North Dakota Concession The United States Securities Act of 1933, as amended Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports promulgated by the VALMIN Committee

Currencies, Units and Others % or per cent AED : : Per centum United Arab Emirates Dirham, the legal currency of the United Arab Emirates Swiss francs, the legal currency of Switzerland Euros, the legal currency of the Institutions of the European Union British pounds, the legal currency of the United Kingdom Norwegian Kroner, the legal currency of the Kingdom of Norway Omani Rial, the legal currency of the Sultanate of Oman Swedish Krona, the legal currency of the Kingdom of Sweden Square kilometres Singapore dollars or cents, respectively, the legal currency of the Republic of Singapore The legal currency of the USA

CHF EUR GBP NOK OMR SEK sq km S$ or Singapore Dollar or cents US$ or US Dollar

: : : : : : : :

The expression subsidiary shall have the meaning ascribed to it in the SFR and the Companies Act. The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. 20

DEFINITIONS
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa . References to persons shall include corporations. Any reference in this Offer Document and the Application Forms to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the SFA or any statutory modification thereof and used in this Offer Document and the Application Forms shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or any statutory modification thereof, as the case may be. Any reference in this Offer Document and the Application Forms to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Offer Document shall be a reference to Singapore time unless otherwise stated. References in this Offer Document to we, our, and us or the grammatical variations, is a reference to our Company, our Group, or any member of our Group, as the context requires. Unless indicated otherwise, all information in this Offer Document assumes that the Stabilising Manager has not exercised the Over-allotment Option. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Unless we indicate otherwise, all information in this Offer Document is presented on the basis of our Group. Any reference to Dr Karl Lidgren in this Offer Document is a reference to Dr Karl Helge Tore Lidgren. Any reference to Mns Lidgren in this Offer Document is a reference to Mns Nicklas Lidgren. Any reference to Kristofer Skantze in this Offer Document is a reference to Olof Henrik Kristofer Skantze. Any reference to ke Knutsson in this Offer Document is a reference to Knut ke Lennart Knutsson. Any reference to Lina Berntsen in this Offer Document is a reference to Lina Erika Rebecka Lidgren Berntsen. Any reference to Svein Kjellesvik in this Offer Document is a reference to Svein Helge Kjellesvik. Any reference to Hans Lidgren in this Offer Document is a reference to Hans Ove Leonard Lidgren.

21

GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary provides a description (which should not be treated as being definitive of their meanings) of some of the technical terms and abbreviations used in this Offer Document relating to our business. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms: 2D 3D bathymetry bbl bpd electromagnetic hydrocarbon infrared radiation thermal imagery : : : : : : : : : Two-dimensional Three-dimensional The science of sounding or measuring sea depths Barrels Barrels per day Magnetic fields created by electric currents A naturally occurring organic compound comprising hydrogen and carbon A form of electromagnetic radiation also referred to as heat radiation Imagery which is produced by detecting and recording radiation in the infrared range of the electromagnetic spectrum which is emitted or reflected from the objects which are imaged Measuring the altitude of an object in relation to a fixed level, such as sea-surface heights, using satellite technology Pertaining to waves of elastic energy in the frequency range of approximately 1 hertz to 100 hertz, e.g. as a result of the sudden breaking of rock within the earth, an explosion or an air gun The start of drilling of a new well Millions of barrels Rex Gravity, a proprietary exploration technology used to detect possible hydrocarbon accumulations through use of satellite altimetry information Rex Seepage, a proprietary exploration technology used to search for hydrocarbon presence at sea surface through the use of thermal imagery satellite information Rex Gravity, Rex Seepage and Rex Virtual Drilling oil and gas exploration technologies owned by Rex Technology Management Rex Virtual Drilling, a proprietary exploration technology used to detect liquid hydrocarbon accumulations using seismic data interpretation techniques

satellite altimetry

seismic energy

spudding MMBbl Rex Gravity

: : :

Rex Seepage

Rex Technologies

Rex Virtual Drilling

22

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. You can identify some of these forward-looking statements by terms such as expects, believes, plans, intends, predicts, estimates, anticipates, may, will, would and could or similar expressions. However, you should note that these words or phrases are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including without limitation, statements as to our revenue and profitability, cost measures, planned strategy and anticipated expansion plans, expected growth in demand, expected industry trends and any other matters discussed in this Offer Document regarding matters that are not historical fact, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others , the following: (a) changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business; the risk that we may be unable to realise our anticipated growth strategies and expected internal growth; changes in currency exchange rates; changes in the availability and prices of materials, technical parts and equipment which we require to operate our business; changes in customer preferences and needs; changes in competitive conditions and our ability to compete under such conditions, locally and internationally; changes in our future capital needs and the availability of financing and capital to fund these needs; and other factors beyond our control.

(b)

(c) (d)

(e) (f)

(g)

(h)

Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but not limited to, the discussions under the sections entitled Risk Factors of this Offer Document. All forward-looking statements by or attributable to us, or persons acting on our behalf, contained in this Offer Document are expressly qualified in their entirety by such factors. These forwardlooking statements are applicable only as of the date of this Offer Document. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Offer Document, undue reliance must not be placed on these statements. None of us, the Manager, Sponsor, Co-Placement Agents and the Underwriter or any other person represents or warrants that our actual future results, performance or achievements will be as discussed in those statements.

23

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Our actual future results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We and the Manager, Sponsor, Co-Placement Agents and the Underwriter disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the SFA and the Rules of Catalist regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the Offer Document is registered by the SGX-ST, acting as agent on behalf of the Authority, but before the close of the Invitation, we become aware of: (a) (b) a false or misleading statement or matter in the Offer Document; an omission from the Offer Document of any information that should have been included in it under Section 243 of the SFA; or a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority, and would have been required by Section 243 of the SFA to be included in the Offer Document if it had arisen before the Offer Document was lodged,

(c)

and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement Offer Document with the SGX-ST, acting as agent on behalf of the Authority.

24

DETAILS OF THE INVITATION

LISTING ON CATALIST An application has been made to the SGX-ST for permission to deal in, and for the listing and quotation of, all our Shares, including the Invitation Shares, the Additional Shares, the Award Shares and the Option Shares on Catalist. Such permission will be granted when we have been admitted to the Official List of Catalist. Our acceptance of applications will be conditional upon, inter alia , the issue of the Invitation Shares and upon permission being granted by the SGX-ST for the listing and quotation of, all of our Shares, including the Invitation Shares, the Additional Shares, the Award Shares and the Option Shares. Monies paid in respect of any application accepted will be returned, without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk, if the completion of the Invitation does not occur because the said permission is not granted or for any reason, and the applicant will not have any claim against us, the Manager, Sponsor, Co-Placement Agents and the Underwriter. No Shares will be allotted on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor certifying that our Company is suitable to be listed and complies with the Rules of Catalist. Neither the Authority nor the SGX-ST has in any way considered the merits of the Invitation Shares being offered for investment. Admission to the Official List of Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our associated companies, our existing issued Shares including the Invitation Shares, the Additional Shares, the Award Shares or the Option Shares. A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as agent on behalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as agent on behalf of the Authority, does not imply that the SFA, or any other legal or regulatory requirements or requirements under the SGX-ST listing rules, have been complied with. The SGX-ST, acting as agent on behalf of the Authority, has not, in any way, considered the merits of our existing issued Shares or the Invitation Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We have not lodged this Offer Document in any other jurisdiction. We are subject to the provisions of the SFA and the Rules of Catalist regarding corporate disclosure. In particular, if after the registration of this Offer Document but before the close of the Invitation, we become aware of: (a) (b) a false or misleading statement or matter in the Offer Document; an omission from the Offer Document of any information that should have been included in it under the requirements of Section 243 of the SFA or under the Rules of Catalist; or 25

DETAILS OF THE INVITATION

(c) a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority and which would have been required under the requirements of Section 243 of the SFA and the Rules of Catalist to be included in the Offer Document if it had arisen before this Offer Document was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement Offer Document with the SGX-ST, acting as agent on behalf of the Authority. In the event that a supplementary or replacement Offer Document is lodged with the SGX-ST, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement Offer Document. Where prior to the lodgement of the supplementary or replacement Offer Document, applications have been made under this Offer Document to subscribe for the Invitation Shares and: (a) where the Invitation Shares have not been issued to the applicants, our Company shall either: (i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement Offer Document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement Offer Document, as the case may be, and provide the applicants with an option to withdraw their applications; and (B) take all reasonable steps to make available within a reasonable period the supplementary or replacement Offer Document, as the case may be, to the applicants who have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement Offer Document; within seven (7) days from the date of lodgement of the supplementary or replacement Offer Document, give the applicants the supplementary or replacement Offer Document, as the case may be, and provide the applicants with an option to withdraw their applications; or

(ii)

(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled; and (B) we shall return all monies paid in respect of any application, without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk; or (b) where the Invitation Shares have been issued to the applicants, our Company shall either: (i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement Offer Document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement Offer Document, as the case may be, and provide the applicants with an option to return to us the Invitation Shares which they do not wish to retain title in; and (B) take all reasonable steps to make available within a reasonable period the supplementary or replacement Offer Document, as the case may be, to the applicants who have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement Offer Document; within seven (7) days from the date of lodgement of the supplementary or replacement Offer Document, give the applicants the supplementary or replacement Offer Document, as the case may be, and provide the applicants with an option to return to us the Invitation Shares which they do not wish to retain title in; or 26

(ii)

DETAILS OF THE INVITATION

(iii) (A) treat the issue of the Invitation Shares as void, in which case the issue of the Invitation Shares shall be deemed void; and (B) we shall return all monies paid in respect of any application, without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk. Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement Offer Document, notify us of this, whereupon we shall, within seven (7) days from the receipt of such notification, return the application monies without interest or any share of revenue or other benefit arising therefrom and at his own risk, and he will not have any claim against us or the Manager, Sponsor, Co-Placement Agents and the Underwriter. An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the Invitation Shares issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement Offer Document, notify us of this and return all documents, if any, purporting to be evidence of title to those Invitation Shares to us, whereupon we shall, within seven (7) days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those Invitation Shares, without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the issue of those Invitation Shares shall be deemed to be void, and he will not have any claim against us or the Manager, Sponsor, Co-Placement Agents and the Underwriter. Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order (the Stop Order ) to our Company, directing that no or no further Shares to which this Offer Document relates, be allotted or issued. Such circumstances will include a situation where this Offer Document (i) contains any statement or matter which, in the Authoritys opinion, is false or misleading, (ii) omits any information that should have been included in it under the SFA, (iii) does not, in the Authoritys opinion, comply with the requirements of the SFA, or (iv) the Authority is of the opinion that it is in the public interest to do so. In the event that the Authority issues a Stop Order and applications to subscribe for the Invitation Shares have been made prior to the Stop Order, then: (a) where the Invitation Shares have not been issued to the applicants, the applications for the Invitation Shares shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the Invitation Shares; or where the Invitation Shares have been issued to the applicants, the issue of the Invitation Shares shall be deemed to be void and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the Invitation Shares.

(b)

Such monies paid in respect of an application will be returned to the applicants at their own risk, without interest or a share of revenue or other benefit arising therefrom, and they will not have any claims against our Company or the Manager, Sponsor, Co-Placement Agents and the Underwriter. This Offer Document has been seen and approved by our Directors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Invitation and our Group, and our Directors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a 27

DETAILS OF THE INVITATION

named source, the sole responsibility of our Directors has been to ensure that such information has been accurately and correctly extracted from these sources and/or reproduced in this Offer Document in its proper form and context. Neither us, the Manager, Sponsor, Co-Placement Agents and the Underwriter nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Offer Document should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. No person has been or is authorised to give any information or to make any representation not contained in this Offer Document in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us or the Manager, Sponsor, Co-Placement Agents and the Underwriter. Neither the delivery of this Offer Document and the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change or development reasonably likely to create any change in our affairs, conditions or prospects, or the Invitation Shares or in the statements of fact or information contained in this Offer Document since the date of this Offer Document. Where such changes occur and are material or are required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we may make an announcement of the same to the SGX-ST and/or the Authority and the public and if required, we may lodge a supplementary or replacement Offer Document with the SGX-ST, acting as agent on behalf of the Authority and will comply with the requirements of the SFA and/or any other requirements of the SGX-ST and/or the Authority. All applicants should take note of any such announcements and, upon the release of such an announcement, shall be deemed to have notice of such changes. Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. The Invitation Shares are offered for subscription solely on the basis of the information contained and representations made in this Offer Document. This Offer Document has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than the applicants in connection with their application for the Invitation Shares or for any other purposes. This Offer Document does not constitute an offer, solicitation or invitation of the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make such offer, solicitation or invitation.

28

DETAILS OF THE INVITATION

Copies of this Offer Document and the Application Forms may be obtained on request, subject to availability during office hours, from: PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 DBS Vickers Securities (Singapore) Pte Ltd 12 Marina Boulevard #10-01 DBS Asia Central Marina Bay Financial Centre Tower 3 Singapore 018982 A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com. The Invitation will be open at 12.00 noon on 22 July 2013 and will remain open until 12.00 noon on 29 July 2013. The Application List will open at 12.00 noon on 22 July 2013 and will remain open until 12.00 noon on 29 July 2013 or for such further period or periods as our Directors may, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter, in their absolute discretion decide, subject to any limitation under all applicable laws and regulations. In the event a supplementary Offer Document or replacement Offer Document is lodged with the SGX-ST, acting as agent on behalf of the Authority, the Application List will remain open for at least 14 days after the lodgement of the supplementary or replacement Offer Document. Details of the procedures for application of the Invitation Shares are set out in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer Document. In connection with the Invitation, UOB Kay Hian, as the Stabilising Manager (or persons acting on behalf of the Stabilising Manager), may over-allot Shares or effect transactions which may stabilise or maintain the market price of the Shares at levels above those that would otherwise prevail in the open market. Such transactions may be effected on Catalist in compliance with all applicable laws and regulations, including the SFA and any regulations thereunder. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake any such stabilisation action. Such transactions may commence on or after the Listing Date and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares, to undertake stabilising actions. If the Over-allotment Option is exercised in full, the total number of issued and outstanding Shares immediately after the Invitation will be 1,004,683,156 Shares.

29

INDICATIVE TIMETABLE FOR LISTING

An indicative timetable on the trading of our Shares is set out below:

Indicative date/time 22 July 2013 at 12.00 noon 29 July 2013 at 12.00 noon 30 July 2013

Event Commencement of Invitation Close of Application List Balloting of applications, if necessary (in the event of over-subscription for the Offer Shares) Commence trading on a ready basis Settlement date for all trades done on a ready basis

31 July 2013 at 9.00 a.m. 5 August 2013

The above timetable is only indicative as it assumes that the date of closing of the Application List is 29 July 2013, the date of admission of our Company to the Official List of Catalist is 31 July 2013, the shareholding spread requirement will be complied with and the Invitation Shares will be issued and fully paid-up prior to 31 July 2013. The actual date on which our Shares will commence trading on a ready basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modification as the SGX-ST may, in its absolute discretion, decide, including the commencement of trading on a ready basis. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same: (a) through an SGXNET announcement to be posted on the internet at the SGX-ST website at http://www.sgx.com; and in a local newspaper(s) in Singapore.

(b)

We will provide details of the results of the Invitation (including the level of subscription for the Invitation Shares and the basis of allocation of the Invitation Shares pursuant to this Invitation), as soon as it is practicable after the close of the Application List through channels in (a) and (b) above. Investors should consult the SGX-STs announcement on ready trading date released on the internet (at the SGX-ST website at http://www.sgx.com), or the newspapers or check with their brokers on the date on which trading on a ready basis will commence. We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/or correspondence on our decision will be entertained. In deciding the basis of allotment and/or allocation, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of applicants with a view to establish an adequate market for our Shares. Where an application is rejected, the full amount of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his own risk within 14 Market Days (or such shorter period as the SGX-ST may require) after the close

30

INDICATIVE TIMETABLE FOR LISTING

of the Invitation (provided that such refunds are made in accordance with the procedures set out in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer Document). Where an application is accepted in full or in part only, any balance of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his own risk, within 14 Market Days after the close of the Invitation (provided that such refunds are made in accordance with the procedures set out in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer Document). Where the Invitation does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefit arising therefrom) will be returned within three (3) Market Days after the Invitation is discontinued.

31

PLAN OF DISTRIBUTION
THE INVITATION The Invitation is for 142,500,000 new Shares comprising 2,500,000 Offer Shares and 140,000,000 Placement Shares for subscription under the Offer and the Placement respectively at the Issue Price. Pursuant to the Full Sponsorship Agreement, details of which are set out in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document, our Company has appointed PPCF to manage and to act as full sponsor for the Listing. PPCF will receive a management fee for its services rendered in connection with the Invitation. Prior to the Invitation, there has been no public market for our Shares. The Issue Price is determined by us in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter after taking into consideration, inter alia , prevailing market conditions and estimated market demand for the Invitation Shares determined through a book-building process. The Issue Price is payable in full on application. The Invitation Shares are being offered and sold outside the United States to non-US persons (including institutional and other investors in Singapore) in reliance on Regulation S under the US Securities Act. Offer Shares The Offer Shares are made available to members of the public in Singapore for application at the Issue Price. The terms, conditions and procedures for applications are described in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer Document. In the event that not all the Offer Shares are validly applied for as at the close of the Application List, that number of Offer Shares not applied for shall be made available to satisfy excess applications for the Placement Shares to the extent there are excess applications for the Placement Shares as at the close of the Application List. In the event of excess applications for the Offer Shares as at the close of the Application List and full or excess applications for the Placement Shares as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors, after consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter and approved by the SGX-ST. Placement Shares Application for the Placement Shares may be made by way of Placement Shares Application Forms. The terms, conditions and procedures for applications are described in Appendix J Terms, Conditions and Procedures for Application and Acceptance of this Offer Document. In the event that not all the Placement Shares are validly applied for as at the close of the Application List, that number of Placement Shares not applied for shall be made available to satisfy excess applications for the Offer Shares to the extent there are excess applications for the Offer Shares as at the close of the Application List. The Shares may be reallocated between the Offer and the Placement at the discretion of the Manager, Sponsor, Co-Placement Agents and the Underwriter, following consultation with our Company.

32

PLAN OF DISTRIBUTION
Pursuant to the Full Sponsorship Agreement entered into between us and PPCF and the Placement Agreement entered into between us and PPCF, UOB Kay Hian and DBS Vickers as set out in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document, our Company has appointed PPCF, UOB Kay Hian and DBS Vickers as Co-Placement Agents, and the Co-Placement Agents have agreed to procure subscriptions for the Placement Shares for a commission of 3.5% of the Issue Price for each Placement Share payable to us for the total number of Placement Shares successfully subscribed for. Pursuant to the Management and Underwriting Agreement entered into between our Company, PPCF and UOB Kay Hian, UOB Kay Hian has been appointed as Underwriter and has agreed to underwrite the Offer Shares for a commission of 3.5% of the Issue Price for each Offer Share underwritten. Subject to any applicable laws and regulations, the Company agrees that the Co-Placement Agents and the Underwriter shall be at liberty at its own expense to appoint one or more sub-placement agents and/or sub-underwriting agents under the Placement Agreement and Management and Underwriting Agreement upon such terms and conditions as the Co-Placement Agents and the Underwriter may deem fit. Subscribers of the Placement Shares may be required to pay brokerage or other similar fees of 1.0% of the Issue Price (and the prevailing GST thereon, if applicable) to the Co-Placement Agents and the Underwriter or any sub-placement agent or sub-underwriting agent that may be appointed by the Co-Placement Agents and the Underwriter. OVER-ALLOTMENT OPTION In connection with the Invitation, the Company has granted the Stabilising Manager the Over-allotment Option exercisable in whole or in part, by the Stabilising Manager on one or more occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares, to undertake stabilising actions, to subscribe to the Additional Shares (representing approximately 19.6% of the total Invitation Shares) at the Issue Price, solely to cover the over-allotment of the Invitation Shares, if any, subject to any applicable laws and regulations. If the Over-allotment Option is exercised in full, the total number of issued and outstanding Shares immediately after the Invitation will be 1,004,683,156 Shares. PRICE STABILISATION In connection with the Invitation, the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may over-allot Shares or effect transactions which may stabilise or maintain the market price of the Shares at levels above those that would otherwise prevail in the open market. Such transactions may be effected on Catalist in compliance with all applicable laws and regulations, including the SFA and any regulations thereunder. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake any such price stabilisation action. Such transactions may commence on or after the Listing Date and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares to undertake stabilising actions.

33

PLAN OF DISTRIBUTION
Neither our Company nor the Manager, Sponsor, Co-Placement Agents and the Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Shares. In addition, neither our Company nor the Manager, Sponsor, Co-Placement Agents and the Underwriter makes any representation that the Stabilising Manager will engage in such transactions or that such transactions once commenced, will not be discontinued without notice (unless such notice is required by law). The Stabilising Manager will be required to make a public announcement through the SGX-ST on the cessation of the stabilising action and the amount of the Over-allotment Option that has been exercised not later than the start of the trading day of the SGX-ST immediately after the day of cessation of stabilising action. Please refer to the section entitled Risk Factors Risks Relating to an Investment in our Shares Certain provisions of the Singapore Take-over Code could have the effect of discouraging, delaying or preventing a merger or acquisition, or restricting the Stabilising Managers ability to undertake stabilisation, which could adversely affect the market price of our Shares of this Offer Document. SHARE LENDING In connection with settlement and stabilisation, the Stabilising Manager, is expected to enter into the Share Lending Agreement with Rex Commercial pursuant to which the Stabilising Manager may borrow up to 28,000,000 Shares allowing the Stabilising Manager, to settle over-allocations, if any. Any Shares that may be borrowed by the Stabilising Manager under the Share Lending Agreement will be returned to Rex Commercial either through the purchase of Shares in the open market by the Stabilising Manager in the conduct of price stabilisation actions or through exercise of the Over-allotment Option by the Stabilising Manager. SUBSCRIPTION FOR INVITATION SHARES To the best of our knowledge and belief, none of our Directors or Substantial Shareholders intends to subscribe for the Invitation Shares pursuant to the Invitation. As far as we are aware, none of our Independent Directors, the members of our Companys management or employees intends to subscribe for more than 5.0% of the Invitation Shares in the Invitation. To the best of our knowledge, as at the date of this Offer Document, we are not aware of any person who intends to subscribe for more than 5.0% of the Invitation Shares in the Invitation. However, through a book-building process to assess market demand for our Shares, there may be person(s) who may indicate an interest subscribe for more than 5.0% of the Invitation Shares. If such person(s) were to make an application for more than 5.0% of the Invitation Shares and are subsequently allotted and/or allocated such number of Shares, we will make the necessary announcements at an appropriate time. The final allotment and allocation of Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of the Rules of Catalist. No Shares shall be issued and allotted and/or allocated on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by SGX-ST, acting as agent on behalf of the Authority.

34

PLAN OF DISTRIBUTION
SELLING RESTRICTIONS The distribution of this document or any offering material and the offering, sale or delivery of the Invitation Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this document or any offering material are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. This document may not be used for the purpose of an offer or invitation in any circumstances with which such offer or invitation is not authorised. Hong Kong No Shares of our Company may be offered or sold in Hong Kong or offered or directed from outside Hong Kong to any person in Hong Kong, by means of any document, other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance. No advertisement, invitation or document relating to the Shares of our Company, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been or will be issued other than with respect to such Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any rules made under that ordinance. Sweden This document does not constitute a prospectus according to the Financial Instruments Trading Act (SFS 1991:980) and has not been reviewed by the Swedish Financial Supervisory Board. This offer shall only be deemed directed to: (i) qualified investors as defined in the Securities Market Act (SFS 2007:528), (ii) fewer than 150 natural persons or legal entities who are not qualified investors, (iii) the general public if the offer relates to a purchase of transferable securities for a sum equivalent to not less than EUR 100,000 for each investor, (iv) the general public if each of the transferable securities has a nominal value equivalent to not less than EUR 100,000, or (v) the general public if the aggregate sum which the investors shall pay during a 12-month period within the European Economic Area does not exceed the equivalent of EUR 2.5 million. Norway This document does not constitute a prospectus for the purposes of Chapter 7 of the Norwegian Securities Trading Act (implementing Directive 2003/71/EC, as amended by Directive 2010/73/EU), and has been prepared on the basis that no prospectus shall be required for any securities to be offered under it in Norway. This document has not been approved or reviewed by the Financial Supervisory Authority of Norway or any other Norwegian regulatory authority. The securities mentioned in this document may not be offered in Norway, except that such securities may be offered in Norway to: (a) to any legal entity which is a professional investor as defined in Section 7-1 of the Norwegian Securities Trading Regulations cf. Section 7-4 of the Norwegian Securities Trading Act; to fewer than 150 natural or legal persons (other than qualified investors) as permitted under Section 7-4 of the Norwegian Securities Trading Act;

(b)

35

PLAN OF DISTRIBUTION
(c) to the general public if the offer relates to a purchase of transferable securities for a sum equivalent to not less than EUR 100,000 for each investor; or in any other circumstances falling within Section 7-4 of the Norwegian Securities Trading Act;

(d)

provided that no such offer of the securities shall result in a requirement for the publication by the Company or any underwriter of a prospectus pursuant to the Norwegian Securities Trading Act. United Kingdom This Offer Document is for distribution only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ); (ii) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). This Offer Document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offer Document relates is available only to relevant persons and will be engaged in only with relevant persons. United States The Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Shares are being offered and sold only outside the United States in offshore transactions, in accordance with Regulation S under the US Securities Act. Terms used in this section have the meaning given to them by Regulation S under the US Securities Act. INTERESTS OF THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE UNDERWRITER In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has a material relationship with our Company save as disclosed below and in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document: (a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in relation to the Listing; PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date our Company is admitted and listed on Catalist; and pursuant to the Full Sponsorship Agreement and as part of PPCFs fees as the Manager and Sponsor, our Company issued and allotted 2,500,000 new Shares at the Issue Price to PPCF representing 0.3% of the issued and paid-up share capital of our Company immediately prior to the Invitation. After completion of the relevant moratorium period as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will dispose its shareholding interest in our Company at its discretion.

(b)

(c)

36

OFFER DOCUMENT SUMMARY

The following summary highlights certain information found in greater detail elsewhere in this Offer Document. Terms defined elsewhere in this Offer Document have the same meaning when used herein. In addition to this summary, you should carefully consider all the information presented in this Offer Document especially the section entitled Risk Factors of this Offer Document, before deciding to invest in our Shares. OUR COMPANY Our Group is principally involved in the business of oil and gas exploration and production. Our Company was incorporated as Rex International Holding Pte. Ltd. in Singapore on 11 January 2013 under the Companies Act as a private company limited by shares. On 10 July 2013, we were converted into a public limited company and our name was changed to Rex International Holding Limited in connection therewith. Upon the completion of the Restructuring Exercise, our Company became the holding company of our Group. BUSINESS OVERVIEW Our concessions are located in the Middle East, Norway and the USA. We co-operate with several partners in the development, management and operation of our concessions and licences. Participation rights in the USA Pursuant to the Participation and Exploration Agreement, our Company and Loyz Oil are responsible for the implementation of a drilling plan for the 80 Commitment Wells, which are to be drilled within a period of 24 months commencing from the date the first well was spudded, being 7 May 2013. Drilling will take place within the Colorado Concession and the North Dakota Concession. Frams aggregate net interests in the Colorado Concession and the North Dakota Concession span approximately 60,102 acres (243 sq km). The Colorado Concession comprises Frams oil and gas interests in Colorado, which is primarily located in the Whitewater Federal Production Unit in Mesa and Delta counties, geologically situated in the Piceance basins. The North Dakota Concession comprises Frams oil and gas interests in North Dakota, located in the Williston Basin in Renville county. Based on the Participation and Exploration Agreement, we will receive 20% of the net revenue derived from the drilling campaign of the 80 Commitment Wells. On 21 March 2013, we entered into a share swap with the Fram Shareholders, pursuant to which we hold 24% of the issued share capital in Fram. Accordingly, our Company will also share the benefits and liabilities of our US Concessions through Fram. Please refer to the section entitled Restructuring Exercise of this Offer Document for more information. Concessions rights in the Middle East Our Middle East Concessions are held through Lime Petroleum Plc in which we hold a shareholding interest of 65%. Lime Petroleum Plc, through its wholly-owned subsidiary, Lime Petroleum Ltd., currently holds between 59% and 100% interests in four (4) different concessions in the UAE and the Sultanate of Oman. The RAK North Concession is located on the west coast of Ras al-Khaimah, an emirate of the UAE in the east of the Persian Gulf. It is demarcated in Figure 7 of this Offer Document and covers an area of approximately 300 sq km and encompasses the Saleh field, which has been producing oil and gas for the past 23 years.

37

OFFER DOCUMENT SUMMARY

The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras al-Khaimah. The Sharjah Concession spans 1,600 sq km on the east coast of Sharjah, an emirate in the UAE. The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east coast of the Sultanate of Oman. Licence rights in Norway On 17 April 2013, Lime Petroleum Norway entered into an agreement with North Energy, a company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in or around July or August 2013 with another two (2) licences of equivalent size. Lime Petroleum Norways participating interest in each Norwegian Licence ranges from 5.0% to 12.5%. The Norwegian Licences cover an aggregate area of approximately 2,022 sq km. We will utilise Rex Technologies to carry out proprietary geophysical data processing on the Norwegian Licences together with traditional geological and geophysical exploration work processes. We believe that the proprietary processing of seismic data will be able to enhance the chances of discovering commercial quantities of hydrocarbons in Norway. Technologies In respect of our oil and gas exploration activities, our Group applies Rex Technologies, a set of proprietary and innovative exploration technologies, which provide the ability to accurately visualise and predict the location of liquid hydrocarbons in the sub-terrain. The successful application of Rex Technologies would result in a significantly reduced need for exploration and appraisal drilling and shortened exploration time before finding oil, accordingly, reducing the duration of, as well as the risks and costs involved in the exploration process. The successful utilisation of Rex Technologies is subject to, among others, obtaining accurate primary data. We are also reliant on Rex Technology Management to continue to provide us with the use of Rex Technologies. Please refer to the sections entitled Risk Factors Risks Relating to our Groups Business We are reliant on Rex Technology Management to provide us with the use of Rex Technologies, a set of proprietary and innovative exploration technologies developed by the founders of Rex Technology Management and our Controlling Shareholder and Risk Factors Risks Relating to our Groups Business Our accurate utilisation of Rex Technologies is exposed to erroneous or corrupted primary data obtained from third party data providers of this Offer Document. Rex Technologies were developed by the founders of Rex Partners, Dr Karl Lidgren and Mr Hans Lidgren, and comprises the following proprietary innovative exploration technologies: (a) Rex Gravity, which is used to detect possible hydrocarbon accumulations through the use of satellite altimetry and bathymetry to map out hydrocarbon prospects. Rex Gravity relies on density differences between hydrocarbons and the surrounding crust to detect anomalies. Rex Seepage, which is used to search for hydrocarbon presence at sea surface through the use of thermal imagery satellite information. Oil seepage is a natural occurrence whereby oil from the subsurface rises to the seabed and floats up to the water surface as oil sheen. As thin oil layers absorb and emit solar energy differently from sea water without oil sheens, this difference can be detected by satellite infrared sensors and the information can be used to create maps of hydrocarbon leaking areas offshore. 38

(b)

OFFER DOCUMENT SUMMARY

(c) Rex Virtual Drilling, which is used to detect liquid hydrocarbon accumulations using seismic data interpretation techniques. Seismic responses are interpreted and the exact location and formation of oil reservoirs can be pinpointed. The results provide information about the location and depth of the oil reservoir, quality of oil, migration path of oil and also act as a base for volumetric calculations.

Our Group has applied Rex Technologies to our exploration activities since our incorporation. The IP Licence Agreements As at the Latest Practicable Date, we hold a licence to the right to use Rex Technologies, which has been granted by Rex Technology Management under the IP Licence Agreements. Rex Technology Management will provide the use of Rex Technologies to our Group for as long as Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates hold in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our Company. The provision of Rex Technologies by Rex Technology Management to us is on terms that are more favourable than normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Please refer to the sections entitled Interested Person Transactions Present and On-going Interested Person Transactions IP Licence Agreements and Appendix H Letter from the Independent Financial Adviser to the Independent Non-Executive Directors of this Offer Document for more information. While we believe that the use of the Rex Technologies platform will significantly enhance the chances of success in locating hydrocarbons during the drilling operations, we cannot assure that Rex Technologies will at all times deliver accurate analyses and while Rex Technologies has provided 100% accurate results in a series of tests provided by third parties, we have yet to prove the accuracy of Rex Technologies in our concessions and/or licences as at the date of this Offer Document. Please refer to the section entitled General Information on our Group Technologies of this Offer Document for more information on the results and advantages from the use of Rex Technologies. COMPETITIVE STRENGTHS Access to Rex Technologies to assess areas for exploration Our Group has been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of the use of Rex Technologies. The use of Rex Technologies mitigates exploration risks by increasing the probability of discovery. The use of Rex Technologies also enables exploration to be completed in a shorter time frame thereby significantly reducing costs of exploration. With the use of Rex Technologies, we are able to obtain seismic data analysis results much faster, which will allow us to grow our portfolio within the next 18 months. Location of concessions and/or licences Our concessions and/or licences are located in politically stable countries with well-developed oil and gas infrastructures, which can be utilised in the exploration and production of oil and gas. Operating in a stable environment reduces any risk to our operations that may be associated with political instability, including civil wars, coups, guerrilla activities and terrorist attacks. In addition, our concessions have access to well-developed oil and gas infrastructures including oil and gas pipelines that span thousands of kilometres.

39

OFFER DOCUMENT SUMMARY

Diversified portfolio Our Groups assets are spread out over the Middle East, Norway and the USA. This allows us to diversify our portfolio and minimise dependence on a single asset or a single jurisdiction. While our concessions and licences are currently located in politically stable countries, a geographically diversified portfolio spreads out any potential political or jurisdiction-related risks. Our geologically diversified portfolio allows us to focus our operations yet also reduces our dependence on a single asset. Smaller financial commitments Our Group has smaller financial commitments as compared to many of our peers in the exploration and production industry. In Norway, our operations are supported by the Norwegian petroleum fiscal system with the reimbursement of 78% of our exploration expenses every year, regardless of success in finding oil. Our subsidiary, Lime Petroleum Plc, has by attracting investors, raised approximately US$90 million to be used toward our exploration activities in our Middle East Concessions. Our activities in the USA also require minimal additional financial commitments due to our partnership with Fram and Loyz Oil, whereby we are able to operate our US Concessions with the provision of drilling services through our joint venture with Loyz USA. Large equity stakes in areas with high exploration potential The aggregate area in which we hold rights to explore in our Middle East Concessions, Norwegian Licences and US Concessions is approximately 21,954 sq km. Our concessions are located in geographical regions where there are known reservoirs of oil and gas. The UAE and Oman are large crude oil producers in the Middle East. Further, our US Concessions are proven to have oil reserves and resources, and our Norwegian Licences are located in regions in Norway where several oil and gas discoveries have already been made. There is potential for successful explorations in all regions where our Group has the rights to explore. This belief is further enhanced with positive results obtained from the use of Rex Technologies in certain of our concession and licensed areas. Strong partnerships with our strategic partners We have partnered with Fram and Loyz Oil in relation to the US Concessions, and with Hibiscus Petroleum and Petroci Holding in relation to Lime Petroleum Plc, our Middle East Concessions and Norwegian Licences, and also North Energy in relation to our Norwegian Licences. These partnerships allow us to build on our international network to source for new investment opportunities and work with funding made available to us by our partners which are financially strong, in turn reducing our Groups risk exposure. Strong and experienced management team Members of our Groups management teams have experience typically ranging from 20 years to 30 years. Our management team has extensive experience in the oil and gas industry and is familiar with the different phases of the exploration process in different geological settings.

40

OFFER DOCUMENT SUMMARY

PROSPECTS Production Outlook The IEA reported that global oil production in February 2013 increased by 90 thousand bpd to 90.8 million bpd, led principally by a 150 thousand bpd increase in OPEC production. Increased Iraqi supply was the main factor behind the growth in OPECs production gain. Demand Outlook IEA, in its Medium-Term Oil Market Report 2012, expects demand to grow annually at between 0.7 million bpd to 1.3 million bpd between now until 2017, with demand driven by increased utilisation of transport fuels resulting from the continued growth in Asian markets. While overall demand for oil is expected to increase, not least due to improving economic activity, this is expected to be offset to some extent by a number of other factors that are expected to impact demand for oil, such as the replacement of oil resulting from technological developments and the dash for gas in power generation. Oil Price Outlook In the absence of any significant changes, both the EIA and OPEC expect, in the near-term, prices to decline as 2015 approaches. EIA estimates that the oil price will decline to approximately US$95/bbl by 2015. In the longer-term, however, industry commentators such as EIA, IEA and OPEC point towards declining production from existing fields being replaced by higher cost production, as the main reason for their assertion that prices will then steadily climb to approximately US$165/bbl beyond 2015. Please also refer to the sections entitled General Information on our Group Prospects and Appendix G Industry Report of this Offer Document for further information on the prospects in the oil and gas industry. BUSINESS STRATEGIES AND FUTURE PLANS Positioning as a leading independent exploration and production company Our competitive advantage is a combination of our management teams extensive industry experience and our use of technology to successfully identify potential reservoirs in a shorter time and with higher accuracy, resulting in significant cost and time savings. With this advantage, we intend to carry out more exploration work to identify new resources, proving the value of potential reservoirs and selling the resources discovered, and to continue building and strengthening our market position to emerge as a leading independent exploration and production company. Increase value through seeking new concessions and/or licences We seek to actively market our strengths and continually keep a lookout to identify attractive entry opportunities in our industry. We aim to build a balanced portfolio with a robust mix of both onshore and offshore exploration and production concessions and/or licences in new geographic areas to mitigate any potential risks that may in future arise in relation to certain jurisdictions or certain assets. We further intend to focus on acquiring under-evaluated and under-valued concessions in geographically independent jurisdictions with favourable fiscal regimes. Our strong partnerships with strategic investors will expose us to increased sources for new 41

OFFER DOCUMENT SUMMARY

investment opportunities and our experienced management team will be able to identify viable growth opportunities. Our Group intends to maximise our expertise and relationships for this purpose. Further, our Group seeks to enter into new concessions and/or licences where initial seismic data on these concessions and/or licences is already available. This will translate into greater cost savings for our Group as we will not need to bear the cost incurred in acquiring such seismic data for our analyses, nor be subject to the long lead-times of acquiring such data. Partial farm-out of ownership in concessions and/or licences to new partners We may farm-out our ownership in certain of our concessions and/or licences to strong strategic partners in return for funding. This will lower our risk profile and also enable us to obtain additional funding while keeping our level of debt low, which in turn will limit our financial exposure. Expansion through acquisitions and strategic partnerships As part of our Groups long-term growth strategy, we may expand through acquisitions of concessions and/or licences with potential value across the exploration and production process. We aim to utilise Rex Technologies to identify concessions and/or licences that has the potential to produce more than 50 million barrels of oil. This will aid us in rapid exploration decision processes and prospect analyses. Should we carry out any acquisitions, we will do this with the intention to develop and maximise the potential of these concessions and/or licences and grow our business. We may also enter into strategic partnerships as we have done in relation to our US Concessions, to work with strong corporations that can present benefits to our Group. Future Plans As part of our strategy, our Group intends to leverage on our access to Rex Technologies to obtain opportunities for expansion. With our focus on identifying assets, we will continue to work with experienced players in the industry who will lend their expertise and resources in our operations. We seek to forge strong relationships with current partners, and to continue to approach potential partners in new geographies with an aim for growth. Our Group has spudded our first well in our North Dakota Concession on 7 May 2013 and intends to commence drilling in several of our various other concessions within the next 18 months. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document for such information. Please also refer to the section entitled General Information on our Group Business Activities of this Offer Document for further information on the prospects and opportunities in our concession and licence rights. CONTACT DETAILS Our registered office is at 80 Robinson Road, #02-00, Singapore 068898 and our principal place of business is at 6 Raffles Quay, #20-07, Singapore 048580. Our telephone and facsimile numbers are +65 6557 2477 and +65 6438 3164 respectively. Our Companys website is www.rexih.com. Information contained on our website does not constitute part of this Offer Document.

42

EXCHANGE RATES
Our Groups financial statements are prepared in US$. The table below sets out the highest and lowest exchange rates (1) between S$ and US$ for each of the six (6) completed months prior to the Latest Practicable Date.
S$: US$1 Highest (1) Lowest(1) 1.2247 1.2406 1.2454 1.2529 1.2437 1.2707 1.2168 1.2195 1.2343 1.2367 1.2312 1.2274

Month December 2012 January 2013 February 2013 March 2013 April 2013 May 2013
Note: (1)

Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and is therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable actions to ensure that the information from the relevant reports issued by Bloomberg L.P. is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review of the information contained in such reports nor verified the accuracy of the contents of the relevant information.

As at the Latest Practicable Date, the closing exchange rate between S$ and US$ was S$1.2608 to US$1. The following table sets out, for the relevant financial period and year indicated, the average and closing exchange rates between S$ and US$. Where applicable, the exchange rates in the table below are used for the translation of our Groups financial statements disclosed elsewhere in this Offer Document.
S$: US$1 Closing(1) Average(1) FP2011 FY2012 1.2543 1.2494 1.2966 1.2218

The above exchange rates have been calculated with reference to exchange rates quoted from Bloomberg L.P. and should not be construed as representations that the S$ or US$ amounts (as the case may be) actually represent such S$ or US$ amounts, could have been, or could be, converted into S$ or US$ (as the case may be) at any particular rate, the rate indicated above or at all. Our Group has included the above exchange rates in the proper form and context in this Offer Document and has not verified the accuracy of these statements.
Note: (1) Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and is therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable actions to ensure that the information from the relevant reports issued by Bloomberg L.P. is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such reports, neither we nor any party has conducted an independent review of the information contained in such reports nor verified the accuracy of the contents of the relevant information.

43

SUMMARY FINANCIAL INFORMATION

The following summary financial information should be read in conjunction with the full text of this Offer Document, including the sections entitled Managements Discussion and Analysis of Results of Operations and Financial Position, the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively of this Offer Document.
Unaudited Pro Forma FP2011 FY2012 (1,486) (1,486) (0.18)
(1)(3)

(US$000) Revenue Profit/(loss) before taxation(1) Profit/(loss) for the year(1) EPS (US cents)(2) Adjusted EPS (US cents)
Notes: (1)

Audited FP2011 FY2012 1,815 1,815 0.22 0.19 (1,182) (1,182) (0.14) (0.12)

(3,495) (3,495) (0.42) (0.36)

(0.15)

Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Employees Service Agreements of this Offer Document) been in place since 1 January 2012, our profit/(loss) before taxation, profit/(loss) for the year and adjusted EPS computed based on our post-Invitation share capital of 976,683,156 Shares for FY2012 would have been approximately US$(2.0) million, US$(2.0) million and (0.20) US cents respectively. For illustrative purposes, the EPS for the financial year/period under review have been computed based on the profit/(loss) for the financial year/period and the pre-Invitation share capital of 834,183,156 Shares. For illustrative purposes, the adjusted EPS for the financial year/period under review have been computed based on the profit/(loss) for the year/period and the post-Invitation share capital of 976,683,156 Shares.

(2) (3)

(US$000) Non-current assets Current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Total equity NTA per Share (US cents)
Notes: (1) (2)
(1)(2)

Unaudited Pro Forma As at 31 December 2012 40,499 83,287 123,786 (2,227) (2,227) 121,559 121,559 14.57

Audited As at 31 December 2012 7,355 7,355 (2,227) (2,227) 5,128 5,128 0.61

NTA is defined as total tangible assets less total liabilities. For illustrative purposes, the NTA per Share is computed based on the NTA and the pre-Invitation share capital of 834,183,156 Shares.

44

THE INVITATION
Invitation Size : 142,500,000 Invitation Shares (subject to the Over-allotment Option) offered by way of public offer and placement. The Invitation Shares, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares. Invitation Price The Offer : : S$0.50 for each Invitation Share, payable in full on application. The Offer comprises a public offer by our Company to the public in Singapore to subscribe for the 2,500,000 Offer Shares at the Issue Price, subject to and on the terms and conditions of this Offer Document. The Placement comprises a placement by the Co-Placement Agents on behalf of our Company of 140,000,000 Placement Shares at the Issue Price by way of placement, subject to and on the terms and conditions of this Offer Document. The Invitation Shares may be reallocated between the Placement and the Offer at the discretion of the Manager, Sponsor, Co-Placement Agents and the Underwriter (in consultation with our Company). Our Directors are of the view that the listing of our Company and the quotation of our Shares on Catalist will enhance our public image internationally and enable us to raise funds from the capital markets for the expansion of our business operations. The Invitation will also provide members of the public with an opportunity to participate in the equity of our Company. In addition, the proceeds from the Invitation Shares will provide us with, inter alia, additional capital to finance the expansion of our business and for general working capital of our Company. Over-allotment Option : In connection with the Invitation, the Stabilising Manager has been granted an Over-allotment Option by our Company exercisable in whole or in part by the Stabilising Manager, on one or more occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares, to undertake stabilising actions, to subscribe to the Additional Shares (representing approximately 19.6% of the total Invitation Shares) at the Issue Price, solely to cover the over-allotment of the Invitation Shares, if any, subject to any applicable laws and regulations. If the Over-allotment Option is exercised in full, the total number of issued and outstanding Shares immediately after the Invitation will be 1,004,683,156 Shares.

The Placement

Re-allocation

Purpose of the Invitation

45

THE INVITATION
Stabilisation : In connection with the Invitation, the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may over-allot Shares or effect transactions which may stabilise or maintain the market price of our Shares at levels above those that would otherwise prevail in the open market. Such transactions may be effected on Catalist in compliance with all applicable laws and regulations, including the SFA and any regulations thereunder. The number of Shares that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may buy to undertake stabilising actions, shall not exceed an aggregate of 28,000,000 Shares representing approximately 19.6% of the total Invitation Shares. However, we cannot assure you that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake any stabilising action. Such transactions may commence on or after the Listing Date, and if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has bought, on Catalist, an aggregate of 28,000,000 Shares, representing approximately 19.6% of the total Invitation Shares, to undertake stabilising actions. Prior to the Invitation, there has been no public market for our Shares. Our Shares will be quoted in Singapore dollars on Catalist, subject to admission of our Company to the Official List of Catalist and permission to deal in, and for quotation of, our Shares being granted by the SGX-ST. Investing in our Shares involves risks which are described in the section entitled Risk Factors of this Offer Document. Please refer to the section entitled Use of Proceeds and Listing Expenses of this Offer Document for more details.

Listing status

Risk Factors

Use of Proceeds

46

ISSUE STATISTICS
Issue Price NTA Audited NTA per Share based on the audited combined balance sheet of our Group as at 31 December 2012 after adjusting for the Restructuring Exercise, the conversion of the Convertible Loan, the issue of the PPCF Shares and the issue of the Cathay Shares (the Adjusted NTA ): (a) before adjusting for the estimated net proceeds from the issue of Invitation Shares and based on our pre-Invitation share capital of 834,183,156 Shares after adjusting for the estimated net proceeds from the issue of Invitation Shares and based on our post-Invitation share capital of 976,683,156 Shares 9.82 cents 50.00 cents

(b)

15.19 cents

Premium of Issue Price over the Adjusted NTA per Share as at 31 December 2012: (a) before adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on our pre-Invitation share capital of 834,183,156 Shares after adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on our post-Invitation share capital of 976,683,156 Shares 409.2%

(b)

229.2%

Profit/(Loss) per Share Audited net profit/(loss) per Share of our Group based on the audited combined income statements of our Group for FY2012 and our Companys pre-Invitation share capital of 834,183,156 Shares Audited net profit/(loss) per Share combined income statements of Companys pre-Invitation share assuming the Service Agreements 2012 PER Audited PER based on the Issue Price and the audited net loss per Share of our Group for FY2012 Audited PER based on the Issue Price and the audited net loss per Share of our Group for FY2012, assuming the Service Agreements had been in place since 1 January 2012 Not meaningful (1) of our Group based on the audited our Group for FY2012 and our capital of 834,183,156 Shares, had been in place since 1 January (0.18) cents

(0.23) cents

Not meaningful (1)

47

ISSUE STATISTICS
Net Operating Cash Flow Audited net operating cash flow per Share of our Group for FY2012 based on our Companys pre-Invitation share capital of 834,183,156 Shares Audited net operating cash flow per Share of our Group for FY2012 based on our Companys pre-Invitation share capital of 834,183,156 Shares, assuming the Service Agreements had been in place since 1 January 2012 Price To Net Operating Cash Flow Ratio of Issue Price to audited net operating cash flow per Share for FY2012, based on our Companys pre-Invitation share capital of 834,183,156 Shares Ratio of Issue Price to audited net operating cash flow per Share for FY2012, based on our Companys pre-Invitation share capital of 834,183,156 Shares, assuming the Service Agreements had been in place since 1 January 2012 Market Capitalisation Market capitalisation based on the Issue Price and our Companys post-Invitation share capital of 976,683,156 Shares
Note: (1) Not meaningful as the Group recorded losses and zero operating cash flow for FY2012.

Nil

(0.10) cents

Not meaningful (1)

Not meaningful (1)

S$488.34 million

48

RISK FACTORS
Prospective investors should consider carefully, together with all other information contained in this Offer Document, the risks described below before deciding whether to invest in the Shares. The risks described below are not the only ones that our Group faces. Additional risks not presently known to our Group or that our Group currently deems immaterial may also impair our business operations. The business, financial position, results of operations and prospects of our Group could be materially and adversely affected by any of these risks. The market price of the Shares could decline in the event any of these risks develops into actual events, and you may lose all or part of your investment in the Shares. This Offer Document also contains forward-looking statements that involve risks and uncertainties. The actual results of our Groups operations could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks our Group faces as described below and elsewhere in this Offer Document. Please refer to the section entitled Cautionary Note on Forward-Looking Statements. To the best of our Directors belief and knowledge, all the risk factors that are material to investors in making an informed judgement have been set out below. Before deciding to invest in the Shares, prospective investors should seek professional advice from their advisers about their particular circumstances. RISKS RELATING TO OUR GROUPS BUSINESS We are reliant on Rex Technology Management to provide us with the use of Rex Technologies, a set of proprietary and innovative exploration technologies developed by the founders of Rex Technology Management and our controlling Shareholder We have been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of our access to Rex Technologies. Rex Technology Management has developed and currently owns three different proprietary innovative exploration technologies, which our Directors are of the opinion that they can reduce the exploration period and enhance the chances of success in locating hydrocarbons during drilling operations. These technologies are: Rex Gravity used to detect possible hydrocarbon accumulations through use of satellite altimetry information; Rex Seepage used to search for hydrocarbon presence at sea surface through the use of thermal imagery satellite information; and Rex Virtual Drilling used to detect liquid hydrocarbon accumulations using seismic data interpretation techniques.

Through the IP Licence Agreements, Rex Technology Management has currently granted us the use of Rex Technologies in any territory in the world save for Morocco, Mauritania, Senegal, Cape Verde, Guinea Bissau, the Gambia, Sierra Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea, Gabon, Congo-Brazzaville, the Kingdom of Saudi Arabia and the offshore areas associated with these countries, for as long as Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates hold in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our Company. In the event that we breach any terms of the IP Licence Agreements or should we cease to be granted access to the Rex Technologies, our business, results of operation and financial position may be 49

RISK FACTORS
affected. While we believe that the use of the Rex Technologies platform will significantly enhance the chances of success in locating hydrocarbons during the drilling operations, we cannot assure you that Rex Technologies will consistently deliver accurate analyses and while Rex Technologies has provided accurate results in a series of tests provided by third parties, we have yet to prove the accuracy of Rex Technologies in our concessions and/or licences as at the date of this Offer Document. Please refer to the sections entitled General Information on our Group Technologies and Interested Person Transactions Present and On-going Interested Person Transactions IP Licence Agreements between Rex Technology Management and our Group of this offer document for details on the Rex Technologies and a summary of the salient terms of the IP Licence Agreements. Most of our Groups concessions and/or licences are in the exploration phase and we have yet to commence production of oil Most of our Groups concessions and/or licences are in the exploration phase, which is also where our main technology know-how resides. With respect to two (2) lease areas in Colorado and North Dakota where our Company has participating interests and where there are reserves and contingent resources, the first well out of an 80-well campaign drilled back-to-back was spudded on 7 May 2013 and production is expected to commence as soon as sufficient development wells have been drilled. Therefore, investors should note that our Company has yet to locate oil in its concessions and/or licences. In the event that actual production in relation to these reserves and resources in Colorado and North Dakota is delayed or should the revenue we derive from production be insufficient to cover our operating costs, our financial position and results of operations may be adversely affected. We are reliant on the discovery and development of additional oil reserves and may not be able to discover new oil reserves to maintain a commercially viable operation Although our Company has procured concessions in the Middle East, licences in Norway and participating interests in the USA, we must continually procure, explore for and develop new hydrocarbon reserves. As indicated in the Qualified Persons Report, the current proved and probable oil reserves (2P) in the Whitewater Federal Production Unit are equivalent to 20.4 MMBbl ( Current Oil Reserves ). Based on the planned production schedule for our US Concessions, it is expected that the production period of the Current Oil Reserves could exceed 30 years. Our ability to maintain a commercially viable operation is dependent on whether we will continue to be successful in obtaining more concessions, licences and participating interests, the discovery of additional oil reserves, and the further development and exploration of our interests in existing reserves and resources. While we are continuously conducting exploration activities, there is however, no assurance that these exploration activities will result in the discovery of new reserves. In seeking to expand our reserve base through further exploration and development activities, we may be exposed to risks associated with drilling as well as the geological risk that economically recoverable reserves will not be discovered. In addition, even if a viable prospect is discovered, substantial capital expenditure and time may be required from the initial phases of exploration until the commencement of production during which the capital cost and economic feasibility may change. Furthermore, actual results upon production may differ from those anticipated at the time of the discovery. In order to maintain oil production beyond the life of our Current Oil Reserves, other than through acquisitions, additional reserves must be identified either to extend the life of the existing oil fields or justify the development of new projects. In the event we are not successful in acquiring 50

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additional concessions, licences or participating interests to contract areas containing proved plus probable reserves, our total proved plus probable reserves will decline and our production will decline over time as our existing reserves are depleted. Consequently, our financial position and results of operations may be adversely affected. We have a limited operating history as a Company and as a Group Our Group only commenced operations in 2011. As such, our Group has an operating track record of less than two (2) years and there is limited historical information available for investors to evaluate our business, results of operations and prospects. Our Company is a holding company with limited direct operations other than our interests in our subsidiaries and associated companies which hold our assets. Our Company was recently incorporated on 11 January 2013 and on 19 March 2013 and 20 March 2013, we entered into the RIH BVI Sale and Purchase Agreement and the RII Sale and Purchase Agreement respectively. In connection with the Restructuring Exercise to rationalise our Group structure and as part of this Restructuring Exercise, our Company became the holding company of our Group. As such, our Company does not have an operating history upon which investors can evaluate its future expected performance. In particular, our results of operations for 2011 comprised only the operating results for approximately the first 6.5 months of our operations, which encompassed the start-up phase of our operations. Please refer to the section entitled Restructuring Exercise of this Offer Document for details on the Restructuring Exercise. As a standalone publicly listed group, we may also face increasing expenses in areas that include, but are not limited to, compliance with regulatory and legal requirements and insurance. As a result of the aforesaid, our past performance may not be a good indication of our present and future performance. In addition, while our management and technical staff may possess the relevant experience and expertise in oil and gas exploration and production, there is no assurance that the growth and future performance of our Group will be successful. The failure of our Group to generate revenue and profits from our operations could have an adverse impact on the development of and future production from our Groups concession and/or licensed areas, which in turn could have an adverse effect on the financial position and results of operations of our Group. Our business is exposed to exploration, development and production risks inherent in the oil and gas industry The results of exploration, development and production are uncertain. While we are continuously conducting oil and gas exploration activities, there is no assurance that such efforts will be profitable, not only from dry wells, but from wells that are productive but do not generate sufficient revenues to return a positive cash flow after taking into account drilling, development and operational costs. Further, completion of a well does not guarantee a profit on the investment or recovery of drilling, completion or operating costs. In addition, drilling hazards or damage to the environment could significantly increase the cost of operations, and adverse field operating conditions may affect our Companys production from successful wells. These conditions may include delays in obtaining governmental approvals or consents, shut-ins of connected wells as a result of unfavourable and extreme weather conditions, insufficient transportation or storage capacity or other geological and mechanical conditions. Production delays and declines may occur as a result of negative field operating conditions and may adversely affect our revenue and cash flows. Traditionally, estimates of oil reserves and resources in the subsurface are made by inferring subsurface conditions from limited surface data such as seismic data, and wells that penetrate only a small fraction of potential and actual reservoirs. Although we have the use of Rex 51

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Technologies, which are three different proprietary innovative exploration technologies aimed at reducing exploration risks and allowing us to independently make relevant conclusions about the subsurface and hydrocarbon-bearing potential of specific areas, data and inferences generated by these technologies are by their nature, uncertain and while such uncertainties can be reduced through the use of, among others, satellite altimetry information, thermal imagery satellite information or additional seismic data, they cannot be eliminated. Our oil and gas exploration, development and planned production operations involve risks usually incident to such activities, including oil spills, blowouts and fires (each of which could result in damage to, or destruction of, wells, production facilities or other property, or injury to persons), geological uncertainties and unusual or unexpected rock formations and abnormal pressures, which may result in dry holes, failure to produce oil in commercial quantities or an inability to fully produce discovered reserves and resources. Our offshore exploration and production operations are also exposed to hazards inherent in marine operations, such as capsizing, collision, sinking, grounding and damage from extreme weather conditions. These hazards could result in considerable losses to our Company due to injury and loss of life, severe damage to, or destruction of, property and equipment, pollution and other environmental damage or suspension of operations. The occurrence of a significant event that our Company is not fully insured against, or the insolvency of the insurer of such event, may materially and adversely affect our financial position, results of operations or prospects. Our business, revenues and profits may fluctuate with changes in the prices of oil and conditions of the global economy We are dependent upon the prices of, and demand for oil. Even relatively modest declines in oil prices may adversely affect our business, revenues and profits. The difference between the prices received for the oil that we produce and the costs of exploring for, developing, producing and selling oil will largely determine our profitability. The price received by our Company for the sale of oil is expected to fluctuate in response to changes in the supply of, and demand for oil in the global markets, market uncertainty, conditions of the global economy and a variety of additional factors that are not within our control, including, inter alia , the following: economic conditions and political developments in the countries where we operate and in other petroleum producing regions; the ability of OPEC and other petroleum producing nations to set and maintain production levels and prices; changes in domestic and foreign government regulations; changes to the economic sharing arrangements for revenues between our Company and the governments of the countries where we have operations; competition from other energy sources; and global and regional economic conditions.

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There can be no assurance that the government authorities and agencies that regulate our operations will not adopt an oil pricing policy that would adversely affect our future results of operations and consequently, our financial performance. We expect that there may be continued fluctuations and changes in international prices of oil in the future, and accordingly, our revenue and profit in any financial reporting period may be subject to significant fluctuations. Our operations are subject to various health, safety, environmental and operating risks Due to the nature of our operations, we are exposed to various health, safety, environmental and operating risks. Such risks may include industrial accidents, critical failures in our exploration and production equipment, mishandling or loss of containment of dangerous substances, technical problems, natural disasters such as fires, earthquakes or flooding, and unusual or unexpected variations in geological conditions such as instability of the slopes and subsidence of our working areas. Certain of these risks are beyond our control, in particular, those that are influenced by geography, operational diversity and technical complexity of our activities at each site, or where we do not have control over some of our operations. Please also see the section entitled Risk Factors Risks Relating to our Groups Business We do not have control over the operations of our contract areas of this Offer Document. We cannot assure you that none of these risks may occur in the course of our operations. The occurrence of any of these risks may expose us to legal or regulatory proceedings where the final outcome is generally unpredictable. Further, any health, safety, environmental or operating issue could potentially cause us to incur substantial costs to rectify and rehabilitate, whether required under environmental laws and regulations or otherwise. Any such occurrence could hurt our reputation in respect of future operational opportunities or could even result in the loss or suspension of, among others, our licences or the termination of our agreements for our operations in the affected concessions and/or licences, which could affect our results of operations and financial position. Certain of our rights may be subrogated under Shareholders Agreements which we have entered into in respect of our subsidiaries or associated company We and certain of our subsidiaries have entered into Shareholders Agreements in respect of our subsidiaries, Lime Petroleum Plc, Dahan, Masirah and our associated company, HiRex, and certain of the terms under these Shareholders Agreements limit our rights as shareholders in these companies. Under the terms of the Dahan Shareholders Agreement, we are restricted on the amount of dividends that can be paid to us. The initial distributions will be paid to other shareholders first until the equivalent amount of their initial committed capital is received. Thereafter, all distributions will then be paid in the proportion to our respective shareholdings in Dahan. In the event of a winding up or sale of Dahan or Lime Petroleum Plc, the respective Shareholders Agreements also subrogate our rights to receive any surplus assets or profits or consideration proceeds, as applicable. The Dahan Shareholders Agreement further includes an anti-dilution provision whereby in specified events, any new investors will either receive their shares in Dahan from Lime Petroleum Ltd., or Dahan will have to issue such number of shares to Schroders and Right Ally Limited to maintain their existing equity proportion. Further, while we hold a majority interest of 65% in Lime Petroleum Plc, our subsidiary, Rex South East Asia has a 48.2% interest in HiRex and our subsidiary, Lime Petroleum Ltd., currently has shareholding interests of 59% and 64% in Dahan and Masirah respectively, we may not always be able to influence the decisions to be taken in these entities. Under the relevant Shareholders 53

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Agreements, certain board reserve matters to be made by the board of directors of these entities require the unanimous consent of the shareholders via the nominee directors. As a result of this joint decision making, each shareholder has an equal vote on such board reserved matters regardless of the shareholders effective interest. Such board reserve matters include, among others, major decisions, budgeting and operational matters, and we are reliant on the approval of our partners in these entities in order to forward our operations in the Middle East Concessions, Norwegian Licences and in HiRex. Notwithstanding that parties will use reasonable endeavours to resolve matters in the best interests of the companies, in the event a deadlock arises should any party fail to agree on board or management matters which requires unanimous consent among shareholders, this may delay or impede the progress of our operations in our concessions and/or licences which may have an adverse impact on our financial position and results of operations. Please refer to the section entitled Group Structure Shareholders Agreements of this Offer Document for more information. Our accurate utilisation of Rex Technologies is exposed to erroneous or corrupted primary data obtained from third party data providers We cannot assure you that the use of Rex Technologies will always be as accurate as what we believe it to be because we are exposed to uncertainties and potential corruption of primary data provided for analysis. Seismic information is provided by third-party service providers and even though we largely verify the data obtained and work with reliable data providers, errors in the interpretation process may arise as the data may be corrupted through man-made or natural interferences and such distinction may be difficult to detect, resulting in the potential corruption in the data going un-noticed. The use of erroneous or corrupted primary data could result in an inaccurate analysis being carried out by Rex Technology Management, which would in turn affect our performance and results of operations. The reserves, resources and valuation data in this Offer Document are estimates based on assumptions and may require substantial revisions as a result of future drilling, testing and production This Offer Document includes estimates made by our Company and verified by the Independent Geologists of our Companys share of reserves and resources. There are various technical uncertainties present in estimating quantities of reserves and resources, including, inter alia , the following: variable factors and assumptions such as historical production from our contract areas; the quality and quantity of technical and economic data; the prevailing oil prices; the assumed effects of regulations by governmental agencies and future operating costs; the production performance of our reserves and resources, including the percentage of original oil in place to be recovered; and considerable professional engineering, geological and geophysical judgments.

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Our understanding of the subsurface conditions is based on our interpretation and analysis of the best data we have available but due to the inherent uncertainty of such interpretation, we may be inaccurate in our conclusions. The reserves and resources data set out in this Offer Document represents estimates only. Many of the variable factors, assumptions and technical uncertainties involved in estimating reserves and resources are beyond our control and may prove incorrect over time. Estimates of the economically recoverable oil reserves in a particular contract area, classification of reserves and resources based on risk of recovery and estimates of future net revenues expected to be generated from such reserves, prepared by various persons or at various times, may differ greatly. In the event actual production in relation to these reserves and resources is lower than these estimates and/or actual future prices are materially lower or our costs are materially higher, our revenue and therefore our financial position and results of operations will be adversely affected. In addition, our ability to obtain bank financing depends, to a certain extent, on the value of our reserves as verified by an independent petroleum consulting firm. As we have no control over the results of these assessments, any downward revisions to our certified reserves may affect our ability to obtain future banking facilities. Furthermore, any future downward revisions may also adversely affect the book value of the contract areas recorded in our financial statements. In the event that our reserves and resources are assessed to be less than previously recorded, our financial position, results of operations and valuation may be adversely affected. Our future cash flow, results of operations and financial position will be affected if we fail to achieve our production estimates Estimates of future production for the operations of our Group are subject to change and based on various assumptions. The production estimates are based on, among other things, resources and reserves estimates, assumptions regarding ground conditions and physical characteristics of oil and estimated rates and costs of production. The production estimates are preliminary and several assumptions are made by our Group including recovery rates and extraction efficiency. There is no assurance that we will be able to achieve our production estimates and in such event, the future cash flow, results of operations and financial position of our Group could be adversely affected. Actual production may also vary from the estimates for a variety of factors as set out below: (a) (b) (c) (d) lower than estimated recovery rate; industrial accidents; equipment failures; natural phenomena such as inclement weather conditions, floods, blizzards, droughts, rock slides and earthquakes; encountering of unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for operation, including fuels, equipment parts and lubricating oil;

(e) (f) (g)

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(h) (i) litigation; and restrictions imposed by government authorities.

The occurrence of any of the above events could result in interruptions in production, injury or death to persons, damage to the properties of our Group, monetary losses, legal liabilities or others. These factors may cause oil that has been extracted profitably in the past to become unprofitable. Exploration and production operations frequently experience unexpected problems during the initial development phase. Delays or interruptions can often occur in the initial stage of production. As our Group is in the preliminary stage of development, it is possible that actual cash operating costs and economic returns will differ significantly from those that are estimated. There is no assurance that we will be able to realise the estimated recovery rate at the US Concessions or any other oil fields operated by us in the future and in such event, the future growth prospects and results of operations of our Group may be adversely affected. Our actual exploration, production and operating costs may differ significantly from projected estimates Our exploration, production and operating costs are based on assumptions and projections with respect to the method and timing of expenditure which, by their nature, are subject to a significant amount of uncertainty. Accordingly, the actual expenditure and costs may differ materially from the original projected estimates. There can be no assurance that the projections and the underlying assumptions utilised in estimating our exploration, production and operating costs will be realised in practice, which may adversely affect our results of operations, future cash flow and financial condition and valuation. We are exposed to risks related to projects under development With respect to the Colorado Concession and North Dakota Concession where our Company has participating interests, the first well out of an 80-well campaign drilled back-to-back was spudded on 7 May 2013 and production is expected to commence as more wells are drilled and sufficient flow rate are obtained. Although we own 49% of the two modern onshore drilling rigs to be utilised in the drilling campaign and hence will be exposed to lesser risks in services provided by third party contractors in this aspect, there are still various other risks present in developing the reserves, including operational, geophysical, financial and regulatory risks. Future development projects may also require our Company to commit to long-term lease arrangements. Should the revenues we derive from these two (2) concessions be insufficient to cover our operating costs, our financial position and results of operations and valuation may be adversely affected. We are reliant on third party providers for the infrastructure that produces, processes and transports oil and gas to our customers As an oil and gas exploration and production company, we do not have ownership nor maintain all the infrastructure that produces, processes and transports oil and gas to our customers. Examples of such infrastructure include drilling and well completion equipment and material, pipelines, storage tanks, separation equipment, enhanced oil recovery equipment and material, logging equipment and products and services provided by seismic companies. Instead, we lease such infrastructure and services from third party providers and have no control over its quality and availability. From time to time, we may also face interruptions due to logistical complications.

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In the event that there is a disruption or delay in the availability of equipment and infrastructure, sale of our products may have to be halted until the problem is rectified or until we obtain alternative ways to deliver our products to our customers. Such alternative means, if available, would likely result in increased costs, and may have an adverse effect on our operations, business and profitability. We are exposed to the risks of shortages of rigs and other relevant equipment for drilling, work-over and production operations Our drilling, well work-over, maintenance and production operations require use of rigs, muds and other relevant equipment. The lack of such equipment due to a shortage in the market may delay our drilling, appraisal or production activities and consequently our results of operations and financial position, may be adversely affected. We are exposed to the risks of shortages in seismic data acquisition In order to fully leverage on our access to the Rex Technologies, we need access to seismic data. A market shortage of seismic acquisition vessels for offshore data mining can delay the decision-making process of our Group and effectively delay revenue generation from our concessions and/or licences. In addition, we are subject to local regulations relating to the acquisition of seismic data. Such regulations too, can cause a delay in our decision-making ability and delay revenue generation from our concessions and/or licences. A delay in revenue generation from our concessions and/or licences may adversely affect our results of operations and financial position. We do not have control over the operations of our contract areas We are not the operator of our contract areas and therefore we will not have direct control of these operations. Even though the various operators of these contract areas must exercise best operating practices, as non-operators, we are subject to the risk of not having direct control on their expenditure or operational activities. Further, the respective operators may take actions which are not aligned with our operational and/or budgetary requirements. In such an event, our results of operations could be adversely affected. Our business development may require external financing and our ability to obtain external financing is uncertain In order to pursue our business strategies and future plans, we may be required to obtain external debt and equity financing, through public or private financing or farm-out some contract areas to support our growth, acquire new properties or develop new projects. There is no assurance that such additional funding, if required, will be available on acceptable terms. If we are unable to obtain additional funding, our future plans and growth may be adversely affected. Further, if additional funds are raised via the issuance of equity or equity-linked instruments, our Shareholders may experience a reduction in their percentage shareholdings and a dilution in EPS. In addition, any debt financing, if available, may limit our operating flexibility as it may involve us providing restrictive covenants that: limit our ability to pay dividends or require us to seek consents for the payment of dividends; increase our vulnerability to general adverse economic and industry conditions;

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require us to dedicate a fixed portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and limit our flexibility in planning for, or reacting to, changes in our businesses and our industry.

While we have so far been able to borrow the funds necessary to finance our operations, any default under loan agreements that we enter into may result in the lenders taking control of any assets which we have provided as security and this would have a material adverse effect on our liquidity, business and operations. Failure on our part to comply with our obligations under these loan agreements could also result in an event of default which, if not cured or waived, will result in repayment of outstanding indebtedness pursuant to our loan agreements and may impair our ability to obtain further advances for our working capital purposes and the issuance of bankers guarantees for our operations, thereby adversely affecting our business, results of operations and financial position. Our inability to obtain sufficient funding for our operations or development plans could adversely affect our business, revenues, net income and cash flows. We operate in a competitive environment and our growth is dependent on our ability to acquire additional concessions and/or licences and obtain and/or renew the relevant licences and permits required for our operations Our Groups growth is dependent on, among others, our ability to negotiate additional concessions and/or licences, and to obtain the relevant licences and permits, and the renewal of such licences and permits, that are required for our operations. The oil and gas industry that we operate in is competitive. Our competitors for the acquisition, exploration, production and development of oil and gas properties in the Middle East, Norway and the USA, include companies that possess greater financial capability, longer operating histories and bigger teams of technical and professional staff. Our ability to successfully acquire additional concessions, licences or participating interests or otherwise enter into new production sharing contracts, to explore and develop reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements with customers will be contingent upon a continuation of our relationships with our partners and our ability to select and evaluate suitable concessions and/or licences. In addition, we are contractually obliged to fulfil schedules under our operating agreements and in the event that we are delayed and unable to negotiate for an extension, the licensors of the concessions and/or licences could terminate our agreements. In the event we are unable to identify suitable properties successfully or are unable to continue to develop cordial relationships with our partners and compete effectively in the oil and gas industry and manage our development plans successfully, our financial position and results of operations will be adversely affected.

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Our operations are subject to risks associated with the regulatory environment in which we operate in which includes environmental risks The oil and gas industry is subject to regulatory risk. We may be obligated under the laws and regulations in the regions which we operate in to meet certain standards and liabilities may be imposed if these standards are not met. Any non-compliance by us with respect to such laws and regulations could result in delays to our project schedules, which could also have an adverse effect on our profit margins, results of operations and financial position. Further, we are also governed by laws and regulations relating to environmental and safety matters in the exploration for and development and production of oil. Some of the environmental laws and regulations applicable to countries where we operate are significantly less developed than those in certain developed market economies. The discharge of oil, gas or other pollutants into the air, soil or water may result in us being liable to the governments of countries where we operate or to third parties and may require our Company to incur costs to pay damages or remedy such discharge. There is no assurance that environmental laws and regulations will not in the future result in a curtailment of production or a significant increase in the costs of production, development or exploration activities which will adversely affect our financial position and results of operations. There may also be new policies, laws or regulations in the regions where we operate in imposed on businesses involved in oil and gas exploration and production which we may not be aware of and hence fail to comply with. In such an event, we may not be able to provide services or fulfil contracts with our customers on time or at all. Any amendment of existing laws or regulations or enactment of new laws or regulations may also increase our costs of compliance and adversely affecting our results of operations, financial position and valuation. We are subject to changes in the tax rules or interpretations by the local tax authorities in the jurisdictions that we operate in Our operations in, amongst others, the Middle East, Norway and the USA are subject to the laws, regulations and policies of the various jurisdictions, including routine and special audits by the local tax authorities. Changes in the tax rules or interpretations by the local tax authorities in relation to our operations (which may or may not have retrospective effect) may have a significant impact on our tax exposure. While we may seek tax advice opinions from time to time in relation to our operations, there is no assurance that a tax position adopted (with or without a tax opinion) will not be successfully challenged by the tax authorities in the Middle East, Norway, the USA or other jurisdictions in which we may operate in. In such an event, our Group may be exposed to tax liabilities such as underpaid tax as well as penalties, which may adversely affect our results of operations and financial position. We have negative working capital for the period under review We had negative working capital as at the end of the period under review. As such, we are subject to the risk that our current assets will be insufficient to meet our obligations under the current liabilities. In such event, additional capital, debt or other forms of financing may be required for our working capital. If any of the aforesaid events occur and we do not have sufficient internal resources and are unable for any reason, to raise additional capital, debt or other financing for our working capital requirements, our business, operating results, liquidity and financial position will be adversely affected. Please refer to the sections entitled Working Capital and Managements Discussion and Analysis of Results of Operations and Financial Position Liquidity and Capital Resources of this Offer Document for more information. 59

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The insurance policies we maintain may be inadequate to cover our assets, operations and any loss arising from business interruptions Our operations are subject to the different types of risks inherent in exploration, development and production operations, many of which concern recklessness and negligence in operations and which may cause personal injury, loss of life, severe damage to or destruction of our or others property and environmental pollution. Any of such events may even result in suspension of operations and the imposition of civil or criminal penalties. Our current and future insurance policies may not, and insurance may not be commercially available to, cover all potential risks which we may be exposed to. We currently maintain insurance policies in the regions in which we operate. We are mandated by local governments and regulatory authorities to comply with health, safety and environmental standards in the course of our exploration and production activities. This may also be a requirement imposed by certain third parties who may be our potential customers once we commence production. Failure to comply with health, safety and environmental standards could also result in injuries, death, damage to the environment, liability, or damage to our reputation with us having to face potential claims from affected employees, contracted personnel or third parties. This could have an adverse impact on our financial position as well as our reputation in the industry. In the event any claims arise in respect of such occurrences and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which may adversely affect our business, results of operations and financial position. We may also have to incur additional expense towards paying higher insurance premiums for mitigating our overall risks, should we make such claims on our insurance policies or if the laws and regulations or requirements of our customers are significantly more complex than normal. Although we have not received any notices of any breach of such rules and regulations or encountered any termination of concessions, licences or participating interests as a result of non-compliance with rules set by local governments and regulatory authorities to-date, any incidents, accidents or fatalities due to failure to comply with standards adopted by us or other internationally recognised professional bodies may result in either the termination of our existing concessions, licences or participating interests, us not being awarded new concessions, licences or participating interests, regulatory authorities imposing fines, penalties or sanctions on us, or prohibiting us from continuing our operations, each of which could have an adverse effect on our business and results of operations. We may be affected by severe weather conditions and natural disasters As some of our operations are performed offshore, our business is generally susceptible to weather and environmental conditions in the regions in which we operate, in particular the Norwegian Continental Shelf and the Persian Gulf regions. Offshore operations during periods where the weather conditions in the relevant regions are adverse or unfavourable are usually suspended. Accordingly, if we are not able to source for projects in alternative regions during such adverse weather periods, our operations and utilisation of assets, and consequently our results of operations and financial position, may be adversely affected. Even during a normal working season in a particular region, adverse weather conditions or adverse site conditions such as strong currents, rough sea states, zero visibility and extreme sea bed conditions may occur which may result in lower productivity and delays. Where such contingencies have not been taken into account, we may encounter cost overruns due to the delays and/or may have to mobilise additional resources or personnel which could have an adverse impact on our margins. 60

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Additionally, adverse weather conditions may affect the collection of seismic data by our suppliers. This could delay the timing as to when we are able to obtain specific seismic data we require for analysis in order to determine the areas to drill and carry on our operations. We are exposed to the risks of shortages of qualified personnel and are reliant on our partners to retain and recruit skilled personnel and professional staff Our partners that carry out management and operations in our concessions, such as Hibiscus Oilfield, Fram Operating and North Energy, will require highly-skilled personnel and professional staff to provide technical and engineering services for exploration and the subsequent potential development and production of hydrocarbon reserves and resources. Even when we retain non-operating interests, we require skilled personnel to monitor the activities of our operators. With high demand for experienced geoscientists and petroleum engineers, shortages of qualified personnel may develop from time to time. These shortages could result in our partners losing qualified personnel to our competitors in the same industry, many of which possess greater resources. Further, these shortages could impair our partners ability to attract, train and retain qualified personnel for new or existing projects, resulting in a reduction of our capacity to undertake further projects, impair the timeliness and quality of our work and create upward pressure on personnel costs, all of which could adversely affect our operations, results and growth. Further, our Groups success has been, to a significant extent, due to the collective efforts of our Executive Directors and Executive Officers who have built the business of our Group and have been instrumental in the development of our Group. Consequently, the loss of the services of any of our key personnel without timely suitable replacement, or the inability to attract and retain qualified personnel, could have a material and adverse effect on our Group and our ability to expand. We are exposed to foreign exchange risks Our revenue, operating expenses and purchases are denominated in various local currencies, including, among others, US$, NOK and GBP. To the extent that our revenue and purchases are not sufficiently matched in the same currency and to the extent that there are timing differences between collection and payments, we will be exposed to any adverse fluctuations in the exchange rates between the various currencies, especially in longer-term contracts where it would be harder to minimise negative effects of mid-to-long-term changes in foreign exchange rates as compared to short-term fluctuations. Although we currently do not engage any hedging policy with respect to foreign exchange exposures, we will monitor closely our exposure to foreign exchange risks and will consider hedging any material foreign exchange exposure should the need arise. In the event we are unable to effectively hedge our foreign currency exposure, the financial condition and results of operations of our Group may be adversely affected. Terrorist activities and other acts of violence or war could adversely affect our financial condition, results of operations and prospects Terrorist attacks and other acts of violence or war may adversely affect financial markets globally or our operations directly. These acts could also cause a loss of business confidence and ultimately affect our business. In addition, the occurrence of any such activities in the countries

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in which we operate, or neighbouring countries in the Middle East or Europe, might raise concern about the stability in the region, which could adversely affect our financial condition, results of operations and prospects. RISKS RELATING TO THE COUNTRIES IN WHICH WE OPERATE The performance of our overseas operations may be adversely affected by political and social uncertainties Our operations are outside of Singapore and we have procured concessions in the Middle East, licences in Norway and participating interests in the USA. We expect to begin deriving revenue from the Colorado Concession and the North Dakota Concession where our Company has participating interests once production commences in 2013. Any potential political and social instability or changes in the political landscape in the countries that we operate or intend to operate in may adversely affect the local economic and market conditions and our operations, in which event our business and financial performance will be adversely affected. We are subject to governmental regulations relating to the oil and gas industry and government approvals for the extension of the term of exploration and development of certain contract areas The governments of the countries in which we operate have exercised and are expected to continue to exercise considerable influence over many aspects of their respective economies, including the oil and gas industry. Any governmental action concerning the oil and gas industry such as a change in oil or gas pricing policy, expropriation, nationalisation, renegotiation or nullification of existing concessions, licences and contracts, taxation policies, foreign exchange and repatriation restrictions and currency controls could have a material adverse effect on us. Further, there is no assurance that these governments will not postpone or review projects or will not make any changes to government policies which, in each case, could adversely affect our financial position, results of operations or prospects. For contract areas under which we have concessions, licences or participation rights, once commercial production has been established and/or exploration success is achieved, we are required under the terms of the participation and exploration agreements, production sharing agreements, licences and concessions to apply for contractual extensions periodically so that we have sufficient time to explore and develop the relevant area. Approvals of such extensions are based on the fulfilment of our work program. In the event that we are not able to fulfil our work program obligations on our contract areas or are in breach of the participation and exploration agreements, production sharing agreements, licences or concessions, we may not be granted extensions on the terms of these contract areas which may have an adverse effect on our financial position and results of operations. We may be subject to sovereign immunity risk in some of the countries where we have operations Some of the countries in which we operate have constitutions and laws which entrench and vest all the rights over their natural resources in the state, including its oil and gas resources, which are regarded as sovereign state assets. These countries have also established state-owned entities which enter into commercial contracts with exploration and production companies such as ourselves in relation to the exploration, development and production of oil and gas resources. 62

RISK FACTORS
Accordingly, the reservoirs discovered within our contract areas are all ultimately owned by the state and we only have contractual rights of exploration, development and production. As our contracts are with state-owned entities, in the event of a dispute, it is uncertain if these state-owned entities will be able to invoke the principles of sovereign immunity. If such immunity is invoked, the enforcement of our rights may be limited and our financial position, results of operations and prospects may be adversely affected. RISKS RELATING TO AN INVESTMENT IN OUR SHARES Controlling interest owned by Rex Commercial may limit your ability to influence the outcome of decisions requiring the approval of Shareholders Rex Commercial will own approximately 55.18% of our enlarged issued share capital following the completion of the Invitation (assuming the Over-allotment Option is exercised in full). Accordingly, Rex Commercial will be capable of significantly influencing our Groups affairs and business which require Shareholders approval, including the election of directors and the approval of certain corporate transactions including mergers and acquisitions. Rex Commercial owns a sufficient number of Shares to pass a proposed ordinary resolution of Shareholders by their affirmative votes on a poll or to defeat a proposed ordinary resolution of Shareholders by their negative votes on a poll. This concentration of ownership could potentially delay or prevent a change in control of our Group or may otherwise discourage a potential acquirer from attempting to gain control of our Group at a premium over the then current market price of our Shares. Investments in securities quoted on Catalist involve a higher degree of risk and can be less liquid than shares quoted on the Main Board of the SGX-ST An application has been made for our Shares to be listed for quotation on Catalist, a sponsor-supervised listing platform designed primarily with emerging, fast-growing and smaller companies in mind to which a higher investment risk tends to be attached as compared to larger or more established companies. An investment in shares quoted on Catalist may carry a higher risk than an investment in shares quoted on the Main Board of the SGX-ST. The future success and liquidity in the market of our Shares cannot be guaranteed. Future issue of Shares by us and sale of Shares by our existing Shareholders could adversely affect the Share price Any future issue of Shares by us and sale of Shares by our existing Shareholders may create a downward pressure on our Share price. The issue or sale of a significant amount of Shares in the public market after the Invitation, or the perception that such issues or sales may occur, could materially affect the market price of the Shares. These factors also affect our ability to issue or sell additional equity securities. Except as otherwise described in the section entitled Shareholders Moratorium of this Offer Document, there will be no restriction on the ability of the Controlling Shareholders to sell their Shares either on Catalist or otherwise. No prior market for the Shares Prior to this Invitation, there has been no public market for the Shares. The Issue Price may not be indicative of the market price for the Shares after the completion of this Invitation. We have applied to the SGX-ST for the listing and quotation of the Shares on the Catalist, the sponsor-supervised board of the SGX-ST. However, no assurance can be given that an active trading market for the Shares will develop or, if developed, will be sustained.

63

RISK FACTORS
Our Share price may fluctuate following this Invitation The market price of the Shares may fluctuate due to, among others, the following factors, some of which are not within our control: variations in our results of operation; results of our exploration and development programs; success or failure of our management team in implementing business and growth strategies; changes in securities analysts estimates, recommendations or perceptions of our financial performance; announcements by us of significant acquisitions, strategic alliances or joint ventures; additions or departures of key personnel; changes in the S$ against foreign currencies such as the US$, NOK and GBP; changes in the price of oil traded on international markets; broad fluctuations in stock market prices and volume; changes in market valuations and share prices of listed companies with similar businesses to us; involvement in litigation; and changes in conditions affecting the industry, the general economic conditions or stock market sentiments or other events or factors.

New investors will incur immediate dilution and may experience further dilution Our Issue Price of 50.00 cents per Share is substantially higher than our Groups NTA per Share of 15.19 cents based on the post-Invitation issued share capital. If we were liquidated immediately following this Invitation, each investor subscribing to this Invitation would receive less than the price paid for their Shares. We also intend to grant options under the Share Option Scheme and issue share awards under the Performance Share Plan. To the extent that Award Shares are issued pursuant to the grant of share awards and issuance of new shares pursuant to the exercise of the share options, there will be further dilution to investors in this Invitation. Please refer to the section entitled Dilution of this Offer Document for further details. Investors may not be able to participate in future rights issues or certain other equity issues of our Shares In the event that we issue new Shares, we will be under no obligation to offer those Shares to our existing Shareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to conduct a rights issue or certain other equity issuances, we will have the discretion and may also be subject to certain regulations as to the procedures to be followed in making such rights available to Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to them. In addition, we may not offer such 64

RISK FACTORS
rights to our existing Shareholders having an address in jurisdictions outside of Singapore. Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and may experience dilution in their shareholdings as a result. Certain transactions may dilute the ownership of holders of our Shares As a result of adjustments from rights issues, certain issuances of new Shares and certain other actions we may undertake to reorganise our capital structure, Shareholders may experience a dilution in their ownership of our Shares. There can be no assurance that we will not take any of the foregoing actions, and such actions in the future may adversely affect the market price of our Shares. Negative publicity which includes those relating to any of our Directors, Executive Officers or Substantial Shareholders may adversely affect our Share price Negative publicity or announcements relating to our Group and any of our Directors, Executive Officers or Substantial Shareholders may adversely affect the market perception or the price performance of our Share, whether or not it is justified. Examples of these include unsuccessful attempts in joint ventures, acquisitions or takeovers, or involvement in insolvency proceedings. As a significant portion of our operations and assets are located outside Singapore, investors may find it difficult to enforce a Singapore judgment against our Group or management A significant portion of our Groups operations and assets are located outside Singapore. Accordingly, Shareholders may face difficulties in effecting service of process in Singapore if they intend to make a claim against our Group, or to carry out the enforcement of a Singapore judgment against the assets of our Group. Certain provisions of the Singapore Take-over Code could have the effect of discouraging, delaying or preventing a merger or acquisition, or restricting the Stabilising Managers ability to undertake stabilisation, which could adversely affect the market price of our Shares The Shares are subject to the Singapore Take-over Code. The Singapore Take-over Code contains provisions that may delay, deter or prevent a future take-over or change in control of our Company. Under the Singapore Take-over Code, any person acquiring an interest, either individually or together with parties acting in concert, in 30% or more of the Shares may be required to extend a take-over offer for the remaining Shares in accordance with the Singapore Take-over Code. A take-over offer is also required to be made if a person holding between 30% and 50% inclusive of the voting rights in our Company, either individually or in concert, acquires more than 1% of the Shares in any 6-month period. While the Singapore Take-over Code seeks to ensure an equality of treatment among Shareholders, its provisions could substantially impede the ability of Shareholders to benefit from a change in control and, as a result, may adversely affect the market price of the Shares and the ability to realise any potential change of control premium.

65

USE OF PROCEEDS AND LISTING EXPENSES

USE OF PROCEEDS The estimated net proceeds to be raised by our Company from the Invitation, after deducting the aggregate estimated cash expenses in relation to the Invitation of approximately S$4.8 million, will be approximately S$66.5 million. If the Over-allotment Option is exercised in full, the net proceeds from the Invitation, after deducting the aggregate estimated cash expenses in relation to the Invitation of approximately S$5.3 million, will be approximately S$80.0 million. We intend to use our gross proceeds from the issue of the Invitation Shares in the following manner (assuming the Over-allotment Option is not exercised): As a percentage of the gross proceeds to be raised by us from the issue of the Invitation Shares (%)

Use of proceeds Investment in new oil and gas opportunities Drilling in Middle East Concessions Drilling in Norwegian Licences Repayment of loan to Rex Partners(1) General working capital Listing expenses to be borne by our Company(2) Total
Notes: (1)

Amount (S$000)

Estimated amount for each dollar raised by our Company (cents)

15,690 12,383 23,637 2,354 12,383 4,803 71,250

22.0 17.4 33.2 3.3 17.4 6.7 100.0

22.0 17.4 33.2 3.3 17.4 6.7 100.0

The loan granted to us by Rex Partners is an interest-free loan and will be repaid upon the successful Listing of our Company. Please refer to the section entitled Interested Person Transactions Present and On-going Interested Person Transactions Loan provided by Rex Partners to our Group of this Offer Document for information on the loan. These refer to the cash expenses payable by our Company in connection with the Invitation and excludes the management fee of S$1,250,000 payable to the Manager and Sponsor pursuant to the Full Sponsorship Agreement which will be satisfied in full by the issue and allotment of 2,500,000 new Shares and the consultancy fee of S$1,500,000 to be paid to Cathay Ltd. which will be satisfied in full by the issue and allotment of 3,000,000 new Shares.

(2)

Should the Over-allotment Option be exercised, such proceeds shall be used toward our general working capital purposes. Further details of our use of proceeds may be found in the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document. The abovementioned represents the best estimate of our allocation of the net proceeds of the Invitation based on our current plans and estimates regarding our anticipated expenditures. Our actual expenditures may vary from our estimates and we may find it necessary or advisable to reallocate the net proceeds for other purposes. In the event we decide to reallocate the net

66

USE OF PROCEEDS AND LISTING EXPENSES

proceeds for other purposes, we will publicly announce our intention to do so through a SGXNET announcement on the SGX-ST website at http://www.sgx.com. Additionally, our Company will make periodic announcements on the use of proceeds from the Invitation as and when the proceeds are materially disbursed, and provide a status report on the use of the proceeds attributable to our Company in relation to the Invitation in our annual reports. Pending the deployment of the net proceeds from the issue of Invitation Shares as aforesaid, the funds will be placed in short-term deposits or money market instruments, as our Directors may, in their absolute discretion, deem fit. Our Directors are of the opinion that there is no minimum amount which must be raised by the Invitation. LISTING EXPENSES The estimated expenses payable by our Company in connection with the Invitation and the application for Listing, including the underwriting and placement commission, management fees, legal and audit fees, fees payable to the SGX-ST and all other incidental expenses relating to the Invitation are estimated to amount to approximately S$7.6 million. For each Singapore Dollar of the proceeds from the Invitation, approximately S$0.07 (1) will be used to pay for expenses incurred in connection with the Listing. The breakdown of the expenses is as follows: As a percentage of the gross proceeds from the Invitation (%) 0.1 6.7 3.7 0.2 10.7

Expenses borne by our Company(2)(3) Listing and application fees Professional fees
(4) (5)

Amount (S$000) 59 4,779 2,669 134 7,641

Underwriting and placement commission Miscellaneous expenses Total

Notes: (1)

These refer to the cash expenses payable by our Company in connection with the Invitation and excludes the management fee of S$1,250,000 payable to the Manager and Sponsor pursuant to the Full Sponsorship Agreement which is satisfied in full by the issue and allotment of 2,500,000 new Shares and the consultancy fee of S$1,500,000 to be paid to Cathay Ltd. which is satisfied in full by the issue and allotment of 3,000,000 new Shares. The expenses set out are inclusive of 7.0% goods and services tax. The aggregate estimated listing expenses of approximately S$7.6 million will be charged to the share capital of the Company. The professional fees include the management fee of S$1,250,000 payable to the Manager and Sponsor pursuant to the Full Sponsorship Agreement which will be satisfied in full by the issue and allotment of 2,500,000 new Shares at the Issue Price to PPCF representing approximately 0.3% of the issued and paid-up share capital of our Company prior to the Invitation. Please refer to the section entitled Shareholders of this Offer Document for further details. Cathay Ltd., a consultancy firm, will also receive a consultancy fee of S$1,500,000 payable upon the successful Listing, which will be satisfied in full by the issue and allotment of 3,000,000 new Shares at the Issue Price to Cathay Ltd., representing approximately 0.4% of the issued and paid-up share capital of our Company prior to the Invitation.

(2) (3) (4)

(5)

The amount of underwriting and placement commission per Invitation Share is 3.5% of the Issue Price payable for each Invitation Share. Please refer to the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document for further details.

67

USE OF PROCEEDS AND LISTING EXPENSES

In the event the Over-allotment Option is exercised, we will pay UOB Kay Hian a commission of 3.5% and such professional fees and expenses incurred in connection with the subscription of the Additional Shares. Subscribers of the Invitation Shares may be required to pay brokerage or other similar fees of 1.0% of the Issue Price (and the prevailing GST thereon, if applicable) to the Co-Placement Agents and the Underwriter or any sub-placement agent or sub-underwriting agent that may be appointed by the Co-Placement Agents and the Underwriter.

68

DIVIDEND POLICY
Our Company was incorporated on 11 January 2013 and has not declared or paid any dividends since its incorporation. Our subsidiaries have also not declared or paid any dividends in FP2011 and FY2012 respectively. We do not have a fixed dividend policy. The form, frequency and amount of future dividends on our Shares will depend on our earnings, general business and financial position, results of operations, capital requirements, cash flow, and other factors which our Directors may deem appropriate. Therefore, there can be no assurance as to the amount or timing of dividends paid in the future, and whether any dividends will be paid at all. Subject to our Articles of Association and in accordance with the Companies Act, our Company may declare an annual dividend subject to the approval of our Shareholders in a general meeting but no dividend or distribution shall be declared in excess of the amount recommended by our Directors. Subject to our Articles of Association and in accordance with the Companies Act, our Directors may also from time to time declare an interim dividend without the approval of our Shareholders. Our Company must pay all dividends out of our profits. In addition, our Company is a holding company and depends on the receipt of dividends and other distributions from our subsidiaries and associated companies to pay the dividends on our Shares. Our subsidiary, Dahan, is restricted from paying us distributions until the equivalent amount in distributions of the initial committed capital provided by its other shareholders are first distributed to them. Please refer to the section entitled Group Structure Shareholders Agreements of this Offer Document for more information. Our foreign subsidiaries will declare and pay cash dividends to our Company, if any, in US Dollars. Depositors who hold Shares through CDP will receive dividends from our Company in Singapore Dollars. CDP will make the necessary arrangements to convert the dividends received from our Company into Singapore Dollars equivalent at such foreign exchange rate as CDP may determine for onward distribution to such Depositors entitled thereto. Neither our Company nor CDP will be liable for any loss howsoever arising from the conversion of the dividend entitlement of Depositors holding their Shares through CDP from into the Singapore Dollar equivalent. All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on each Shareholders Shares, unless the rights attached to an issue of any Shares provides otherwise. Notwithstanding the foregoing, the payment by our Company to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge our Company from any liability to that Shareholder in respect of that payment. Information relating to taxes payable on dividends is set out in the section entitled Taxation of this Offer Document.

69

SHARE CAPITAL
Our Company (company registration number 201301242M) was incorporated in Singapore on 11 January 2013 under the Companies Act as a private company limited by shares, under the name of Rex International Holding Pte. Ltd.. Our Company was converted into a public limited company on 10 July 2013 and the name of our Company was changed to Rex International Holding Limited in connection with the conversion. Our issued and paid-up share capital as at the date of incorporation was S$1.00, comprising one (1) Share. As at the Latest Practicable Date, our issued and paid-up share capital was S$41,481,095.38 comprising 740,792,531 Shares. At an extraordinary general meeting held on 24 June 2013, our Shareholders approved, inter alia , the following: (a) the conversion of our Company into a public limited company and the change of our name to Rex International Holding Limited; the adoption of a new set of Articles of Association; the allotment and issue of the Invitation Shares which are the subject of the Invitation, the PPCF Shares in part satisfaction of PPCFs management fee as Manager and Sponsor, the Cathay Shares in satisfaction of consultancy fees to Cathay Ltd. as our consultant and the Additional Shares pursuant to the Over-allotment Option, which when allotted, issued and fully-paid, will rank pari passu in all respects with the existing Shares; the adoption of the Performance Share Plan and the Share Option Scheme and the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to allot and issue Shares upon the grant of Awards under the Performance Share Plan and the exercise of Options granted under the Share Option Scheme; the approval of the listing and quotation of all the issued Shares (including the Invitation Shares to be allotted and issued pursuant to the Invitation, the Additional Shares, the Award Shares and Option Shares) on Catalist; the authorisation to our Directors, pursuant to Section 161 of the Companies Act and by way of ordinary resolution in a general meeting, to: (A) (i) (ii) issue Shares whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments ) that might or would require Shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, convertible securities or other instruments convertible into Shares; and/or

(b) (c)

(d)

(e)

(f)

(iii) notwithstanding that such authority may have ceased to be in force at the time that Instruments are to be issued, issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or other capitalisation issues, at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem fit; and

70

SHARE CAPITAL
(B) issue Shares in pursuance of any Instrument made or granted by our Directors pursuant to (A)(ii) and/or (A)(iii) above, while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution), provided that: (i) the aggregate number of Shares to be issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to this authority but excluding Shares which may be issued pursuant to any adjustments ( Adjustments ) effected under any relevant Instrument, which Adjustment shall be made in compliance with the provisions of the Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of our Company for the time being), shall not exceed 100% of the post-Invitation issued share capital excluding treasury shares, and provided further that the aggregate number of Shares to be issued other than on a pro-rata basis to Shareholders (including Shares to be issued in pursuance of Instruments made or granted pursuant to such authority but excluding Shares which may be issued pursuant to any Adjustments effected under any relevant Instrument) shall not exceed 50% of the post-Invitation issued share capital excluding treasury shares; in exercising such authority, our Company shall comply with the provisions of the Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of our Company; and

(ii)

(iii) unless revoked or varied by our Company in general meeting by ordinary resolution, the authority so conferred shall continue in force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting of our Company is required by law to be held, whichever is the earlier. (g) that without prejudice to the generality of, and pursuant and subject to the approval of the general mandate to issue Shares set out in (e) above, any Director be and is hereby authorised to issue Shares other than on a pro-rata basis to the Shareholders, at a discount not exceeding 10.0% of the weighted average price of the Shares for trades done on the SGX-ST for the full Market Day on which the placement or subscription agreement is signed (or if not available, the weighted average price based on the trades done on the preceding Market Day up to the time the placement or subscription agreement is signed), at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit, provided that, (i) in exercising such authority so conferred in this paragraph (f), the Company shall comply with the provisions of the Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and unless revoked or varied by the Company in general meeting, the authority so conferred in this paragraph (f) shall continue in force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting of our Company is required by law to be held, whichever is earlier.

(ii)

71

SHARE CAPITAL
For the purpose of this resolution and pursuant to Rule 806(3) and 806(4) of the Rules of Catalist, post-Invitation issued share capital shall mean the total number of Shares of our Company (excluding treasury shares) immediately after the Invitation, after adjusting for (i) new Shares arising from the conversion or exercise of any convertible securities; (ii) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time such authority is given, provided the options or share awards were granted in compliance with the Rules of Catalist; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares. As at the date of this Offer Document, there is only one (1) class of shares in the capital of our Company, being the Shares. A summary of our Articles of Association relating to, among others, the voting rights of our Shareholders is set out under Appendix C Summary of Selected Articles of Association of our Company of this Offer Document. There is no founder, management, deferred or unissued Shares reserved for issuance for any purpose. The Invitation Shares shall have the same interest and voting rights as our existing Shares that were issued prior to this Invitation and there are no restrictions to the free transferability of our Shares. As at the date of this Offer Document, the issued and paid-up share capital of our Company is S$79,387,345.38 comprising 834,183,156 Shares. Upon the allotment and issue of the Invitation Shares, the resultant issued and paid-up share capital of our Company will be increased to S$142,996,345.38 comprising 976,683,156 Shares. No person has, or has the right to be given, an option to subscribe for or purchase any securities of our Company, our subsidiaries or our associated companies. As at the Latest Practicable Date, no option to subscribe for Shares in our Company has been granted to, or was exercised by, any of our Directors or Executive Officers. Details of changes in our issued and paid-up ordinary share capital since incorporation and the resultant issued and paid-up share capital immediately after the Invitation are as follows:
Issued and paid-up share capital (S$) 1.00 638.00 41,480,456.38 41,481,095.38 35,156,250.00 1,250,000.00 1,500,000.00 79,387,345.38 63,609,000.00 (1) 142,996,345.38

Number of Shares Issued and fully paid Shares as at the incorporation of our Company Issue of new Shares pursuant to the acquisition of Rex International Investments Issue of new Shares pursuant to the investment in Fram Issued and paid-up share capital immediately after the Restructuring Exercise Conversion of the Convertible Loan Issue of PPCF Shares Issue of Cathay Shares Issued and paid-up share capital immediately before the Invitation Invitation Shares issued pursuant to the Invitation Post-Invitation issued and paid-up share capital
Note: (1)

1 638,999,999 101,792,531 740,792,531 87,890,625 2,500,000 3,000,000 834,183,156 142,500,000 976,683,156

This value takes into account the capitalisation of the aggregate estimated listing expenses of approximately S$7.6 million.

72

SHARE CAPITAL
Save as disclosed above, there were no changes in the issued and paid-up ordinary share capital of our Company since incorporation. Please refer to the section entitled General and Statutory Information Share Capital of this Offer Document for details of changes in the issued and paid-up capital of our Group within the three (3) years preceding the Latest Practicable Date. The issued share capital and the Shareholders equity of our Company (a) as at incorporation; (b) as at 30 April 2013; (c) after the Restructuring Exercise including the conversion of the Convertible Loan and issue of the PPCF Shares and the Cathay Shares; and (d) after adjustments to reflect the issue of the Invitation Shares pursuant to the Invitation are set out below. This should be read in conjunction with the section entitled Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012, and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively of this Offer Document.
After the Restructuring Exercise, the conversion of the Convertible Loan and the issue of the PPCF Shares and the Cathay Shares

As at incorporation Issued and fully paid-up Shares Issued and fully paid-up share capital (S$) Merger reserve (S$) Capital reserve (S$) Retained earning (S$) Total Shareholders equity (S$)
Note: (1)

As at 30 April 2013

After the Invitation

1 1.00

740,792,531 41,481,095.38 5,097,850 1,315,977 (847,605)

834,183,156 79,387,345.38 5,097,850 1,315,977 (847,605)

976,683,156 142,996,345.38(1) 5,097,850 1,315,977 (847,605)

1.00

47,047,317.38

84,953,567.38

148,562,567.38

This value takes into account the capitalisation of the aggregate estimated listing expenses of approximately S$7.6 million.

73

SHAREHOLDERS

OWNERSHIP STRUCTURE

Our Directors and Substantial Shareholders and their respective shareholdings immediately before the Invitation (as at the date of this Offer Document) and immediately after the Invitation are set out as follows:

Before the Invitation Deemed Interest % No. of Shares % No. of Shares % No. of Shares % Direct Interest Deemed Interest

After the Invitation (assuming the Over-allotment Option is not exercised) No. of Shares

After the Invitation (assuming the Over-allotment Option is fully exercised) Direct Interest % Deemed Interest No. of Shares %

Direct Interest

No. of Shares

66.46 12.20 10.31 0.36 0.30 10.37 100.00 101,792,531 86,015,625 3,000,000 2,500,000 86,453,040 142,500,000 976,683,156 10.42 8.81 0.31 0.26 8.85 14.59 100.00 554,421,960 554,421,960 554,421,960 554,421,960 66.46 66.46 66.46 66.46 554,421,960 56.76 554,421,960 554,421,960 554,421,960 554,421,960 56.76 56.76 56.76 56.76

554,421,960 455,419

66.46 0.05

554,421,960 455,419

56.76 0.05

554,421,960 101,792,531 86,015,625 3,000,000 2,500,000 86,453,040 170,500,000 1,004,683,156

55.18 10.13 8.56 0.30 0.25 8.61 16.97 100.00

554,421,960 455,419 554,421,960 554,421,960 554,421,960 554,421,960

55.18 0.05 55.18 55.18 55.18 55.18

74

Directors Mr Dan Brostrm Dr Karl Lidgren(1) Mr Bernt Eivind sthus(2) Mr Muhammad Sameer Yousuf Khan Mr Abderahmane Fodil Mr Sin Boon Ann

Substantial Shareholders Rex Commercial Rex Partners(1) Limea(1) Mr Hans Lidgren(1) Mr Svein Kjellesvik(1)

554,421,960

101,792,531

Other Shareholders Fram Shareholders Pre-IPO Investors (excluding Schroders)(3) Cathay Ltd.(4) PPCF(5) Public Schroders(6) New public

86,015,625 3,000,000 2,500,000

86,453,040

Total

834,183,156

SHAREHOLDERS

Notes:

(1)

Rex Partners holds 100% of the share capital in Rex Commercial. Limea and Mr Svein Kjellesvik hold 80% and 20% of the shares in Rex Partners respectively. Dr Karl Lidgren and Mr Hans Lidgren each hold 50% of the share capital in Limea. Each of Rex Partners, Limea, Mr Svein Kjellesvik, Dr Karl Lidgren and Mr Hans Lidgren are deemed interested in our Shares held by Rex Commercial by virtue of Section 7 of the Companies Act.

(2)

Mr Bernt Eivind sthus is deemed interested in our Shares held by Kuppelvik AS, which is wholly-owned by him.

(3)

Pursuant to the Convertible Loan Agreements, the Convertible Loan would be converted at a conversion price of 20% discount to the Issue Price. Accordingly, our Company will issue and allot an aggregate of 87,890,625 new Shares to the Pre-IPO Investors. Please refer to the section entitled Restructuring Exercise of this Offer Document for details.

(4)

As satisfaction of the consultancy fees of S$1,500,000 to be paid to Cathay Ltd., our Company issued and allotted 3,000,000 new Shares to Cathay Ltd., representing 0.4% of the issued and paid-up share capital of our Company prior to the Invitation at the Issue Price for each Share.

(5)

Pursuant to the Full Sponsorship Agreement and as part of PPCFs fees as the Manager and Sponsor, our Company issued and allotted 2,500,000 new Shares to PPCF, representing 0.3% of the issued and paid-up share capital of our Company prior to the Invitation at the Issue Price for each Share. After the completion of the relevant moratorium periods as set out in the section Shareholders Moratorium of this Offer Document, PPCF will dispose its shareholding interests in our Company at its discretion.

75

(6)

This includes the Shares held by Schroders. Schroders holds our Shares through a discretionary portfolio on behalf of their clients. Schroders has full discretionary powers over the Shares, including making all investment and divestment decisions and voting on the securities and interests held by it on behalf of its clients.

Save as disclosed above and in the section entitled Directors, Executive Officers and Employees of this Offer Document, there are no relationships among our Directors, Substantial Shareholders and Executive Officers.

Save as disclosed above, to the best of the knowledge of our Directors, we are not directly or indirectly owned or controlled, whether severally or jointly, by any other corporation, any government or other natural or legal person.

SHAREHOLDERS
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the Shares which are the subject of the Invitation. As at the Latest Practicable Date, our Company has only one (1) class of shares. There is no restriction on the transfer of fully paid Shares in scripless form except where required by law or the Rules of Catalist. There has been no public takeover offer by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or units of business trust which has occurred between the date of the incorporation of our Company to the Latest Practicable Date. There are no Shares in our Company that are held by or on behalf of our Company or by the subsidiaries of our Company. Our Directors are not aware of any arrangement the operation of which may, at a subsequent date, result in a change in control of our Company. Save as disclosed above and in the sections entitled Restructuring Exercise and Share Capital of this Offer Document, no shares or debentures were issued or agreed to be issued by our Company for cash or for a consideration other than cash since the date of incorporation of our Company and up to the date of lodgement of this Offer Document. SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise of this Offer Document, there were no significant changes in the percentage of ownership of our Directors and Substantial Shareholders in our Company between the date of incorporation on 11 January 2013 and the Latest Practicable Date. MORATORIUM Our Company Our Company has undertaken not to issue any marketable securities of our Company (in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities) or Shares or any options therefor, vary, alter, subdivide or otherwise do anything to its capital structure (issued or otherwise) for a period of 180 days from our Companys date of admission to Catalist. The foregoing restriction shall not apply to the number of shares to be issued pursuant to the exercise of the Over-allotment Option. Controlling Shareholders To demonstrate their commitment to our Group, Rex Commercial, which holds 554,421,960 Shares representing approximately 56.76% of our Companys issued share capital immediately after the Invitation (assuming the Over-allotment Option is not exercised), has undertaken not to, among others, sell, transfer, assign, dispose of, realise or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of their respective shareholding interests in our Company immediately after the Listing for a period of 18 months commencing from our Companys date of admission to Catalist. The foregoing restriction shall not apply to the number of Shares to be lent to the Stabilising Manager pursuant to the Share Lending Agreement, provided that the foregoing restriction will apply to such Shares once they are returned to Rex Commercial in accordance with the terms of the Share Lending Agreement. 76

SHAREHOLDERS
Each of Rex Partners, Limea, Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik has undertaken to maintain their effective interests in the issued share capital of Rex Commercial and not to sell, realise, transfer or otherwise dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of his or her respective effective interests in the issued share capital of our Company for a period of 18 months commencing from our Companys date of admission to Catalist. Fram Shareholders and Pre-IPO Investors The Fram Shareholders and the Pre-IPO Investors have each undertaken not to sell, transfer, assign or dispose of any of their respective shareholding interests in our Company immediately after the Listing for a period of six (6) months from the Listing Date, and for a further period of six (6) months thereafter, they shall not sell or transfer any part of the profit portion of each of their investment in our Company. The aggregate number of Shares which will be moratorised are:
Percentage of enlarged share capital immediately after the Invitation (assuming the Overallotment Option is not exercised) 10.42 9.00 Percentage of enlarged share capital immediately after the Invitation (assuming the Overallotment Option is exercised in full) 10.13 8.75

Investor Fram Shareholders Pre-IPO Investors

Number of Shares 101,792,531 87,890,625

The number of Shares subject to the second six-month period of the moratorium being the profit portion of the Pre-IPO Investors investments was calculated based on the difference between the Issue Price and the conversion price (being a discount of 20% to the Issue Price), at which the Convertible Loan was converted into new Shares pursuant to the Convertible Loan Agreements. PPCF and Cathay Ltd. Pursuant to the Full Sponsorship Agreement and as part of PPCFs fees as the Manager and Sponsor, our Company issued and allotted 2,500,000 new Shares at the Issue Price to PPCF, representing 0.3% of the issued and paid-up share capital of our Company immediately prior to the Invitation. As satisfaction of the consultancy fees of S$1,500,000 to be paid to Cathay Ltd., our Company issued and allotted 3,000,000 new Shares at the Issue Price to Cathay Ltd., representing 0.4% of the issued and paid-up share capital of our Company immediately prior to the Invitation. Each of PPCF and Cathay Ltd. has undertaken to our Company not to sell, transfer, assign, dispose of, realise or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of its shareholding interests in our Company immediately after the Listing for a period of 12 months commencing from our Companys date of admission to Catalist. Upon completion of the aforesaid relevant moratorium period, PPCF and Cathay Ltd. will each dispose its relevant shareholding interests in our Company at their discretion.

77

SHAREHOLDERS
Schroders Schroders has undertaken not to, among others, sell, realise, transfer, or otherwise dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of its interests in the issued share capital of our Company immediately after the Listing for a period of six (6) months commencing from the Listing Date. The foregoing restriction shall not apply to the extent that Schroders, as part of Schroders management of the discretionary portfolio on behalf of its clients, is required to dispose of such Shares due to the requirements of its investment mandate, subject to written notification being first provided to our Company and PPCF.

78

CAPITALISATION AND INDEBTEDNESS

The following table sets out our cash and cash equivalents, indebtedness and capitalisation which are prepared: (a) (b) based on our audited combined balance sheet as at 31 December 2012; based on our unaudited consolidated management accounts as at 30 April 2013 as adjusted for the Restructuring Exercise, the conversion of the Convertible Loans, the issue of the PPCF Shares and the issue of the Cathay Shares; and as adjusted to give effect to the application of the estimated net proceeds from the Invitation after deducting estimated listing expenses related to the Invitation.

(c)

This table should be read in conjunction with the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and Financial Year Ended 31 December 2012 as set out in Appendices A and B of this Offer Document and the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position of this Offer Document.
As at 31 December 2012 As at 30 April 2013 18,074

(S$000) Cash and bank balances Short term debt Amount due to a related corporation (Nonsecured and non-guaranteed) Convertible Loan (Non-secured and non-guaranteed) Long term debt Total indebtedness Total Shareholders equity Total capitalisation and indebtedness

As adjusted 84,521

2,326 2,326 6,274 8,600

2,347 2,347 84,953 87,300

2,347 2,347 148,562 150,909

As at the Latest Practicable Date, there were no material changes to our capitalisation and indebtedness as disclosed above, save for changes in our reserves arising from day-to-day operations in the ordinary course of business. As at the Latest Practicable Date, our Company does not have any banking facility. Contingent Liabilities As at the Latest Practicable Date, our Group does not have any contingent liabilities. Operating Lease Commitments Our Group does not have any material operating lease commitments as at the Latest Practicable Date.

79

WORKING CAPITAL
Our material sources of liquidity are obtained through internal and external sources, which we use for funding our Groups operations. Our internal sources of funds mainly comprise capital contributions and loans from our Shareholders and our external sources of funds primarily comprise borrowings, including the loans extended to us by the Pre-IPO Investors pursuant to the Convertible Loan Agreements and credit granted by suppliers. Please refer to the section entitled Restructuring Exercise of this Offer Document for further details. Our Group recognised zero cash flows in FP2011 and FY2012. As we have not commenced any production, no revenue was generated in FP2011 and FY2012, and we were only actively engaged in exploration and development activities. As at 31 December 2011 and 31 December 2012, our Group had zero cash and cash equivalents and cash and bank balances as our Groups funds are held at the jointly controlled entities which had been accounted for under the equity method in the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and Financial Year ended 31 December 2012 as set out in Appendix A of this Offer Document. As at the Latest Practicable Date, our material unused sources of liquidity comprised approximately S$27.2 million in cash and bank balances. We recorded working capital of nil and negative US$2.2 million as at 31 December 2011 and 31 December 2012 respectively. As at the Latest Practicable Date, our Group does not have any banking facilities. Notwithstanding the negative working capital position of our Group as at 31 December 2012, our Directors and the Sponsor are of the opinion that our Group has sufficient resources to meet its working capital needs without foregoing any necessary future capital expenditure, having considered the factors set out below: (a) on 5 April 2013 and 19 April 2013, our Company, Rex Commercial and Schroders entered into the Convertible Loan Agreements with the Pre-IPO Investors (supplemented by supplemental agreements dated 15 May 2013) pursuant to which the Pre-IPO Investors granted Convertible Loans amounting to S$35,156,250 to our Company. Prior to the Listing, these Convertible Loans will be converted to Shares of our Company. Pursuant to the Convertible Loans, the drilling program for the US Concessions over the next two (2) years is fully funded; our Group currently has no bank borrowings and our Directors believe that our Group will be able to obtain bank borrowings to supplement our existing internal resources, if required; our Group plans to commence production in the US Concessions in 2013. The exploration and production activities in the US are expected to generate aggregate end-of-year production of 1,528 bpd, 3,338 bpd and 3,264 bpd at the Whitewater Federal Production Unit and the Williston basin attributable to Fram, Loyz Oil and Rex VS Ventures under the Participation and Exploration Agreement in 2013, 2014 and 2015 respectively. With the commencement of the production in the US Concessions, our Group will generate revenue and operating cash flows and improve our working capital position; and the drilling program for the concessions in the Middle East and licensed areas in Norway will be funded by the proceeds from the Invitation and the extent and timing of the drilling program can be adjusted based on the final amount raised from the Invitation. 80

(b)

(c)

(d)

WORKING CAPITAL
Taking into consideration the above, our Directors are of the reasonable opinion that, after having made due and careful enquiry and after taking into account the cash flows to be generated from our operations and our existing cash and cash equivalents, the working capital available to our Group as at the date of lodgement of this Offer Document is sufficient for present requirements and for at least 18 months after the Listing of our Company on Catalist. Taking into consideration the above, the Sponsor is of the reasonable opinion that, after having made due and careful enquiry and after taking into account the cash flows to be generated from our Groups operations and our existing cash and cash equivalents, the working capital available to our Group as at the date of lodgement of this Offer Document is sufficient for present requirements and for at least 18 months after the Listing of our Company on Catalist.

81

DILUTION
Dilution is the amount by which the Issue Price paid by the subscribers of the Invitation Shares exceeds our NTA per Share immediately after the Invitation. As at 31 December 2012, our NTA per Share after adjusting for the Restructuring Exercise, the conversion of the Convertible Loan, the issue of the PPCF Shares and the issue of the Cathay Shares but before adjusting for the estimated net proceeds due to us from the Invitation and based on the pre-Invitation issued and paid-up share capital of 834,183,156 Shares was 9.82 cents per Share. Pursuant to the Invitation in respect of the issue of 142,500,000 Invitation Shares at the Issue Price, our NTA per Share as at 31 December 2012 after adjusting for the Restructuring Exercise, the conversion of the Convertible Loan, the issue of the PPCF Shares and the issue of the Cathay Shares, estimated net proceeds due to us from the Invitation and based on the post-Invitation issued and paid-up share capital of 976,683,156 Shares would have been 15.19 cents. This represents an immediate increase in NTA per Share of 5.37 cents or approximately 54.68% to our existing Shareholders and an immediate dilution of 34.81 cents in NTA per Share or approximately 69.62% to our new public investors subscribing for the Invitation Shares at the Issue Price. The following table illustrates the dilution per Share:
cents Issue Price per Share NTA per Share as at 31 December 2012, based on the pre-Invitation ordinary share capital of 834,183,156 Shares Increase in NTA per Share attributable to existing Shareholders NTA per Share after the issue of Invitation Shares and based on the post-Invitation share capital of 976,683,156 Shares Dilution in NTA per Share to new public investors Dilution in NTA per Share to new public investors (%) 50.00 9.82 5.37 15.19 34.81 69.62

Our Directors have not acquired any Shares since incorporation. The following table summarises the total number of Shares acquired by our existing Shareholders since our incorporation to the date of lodgement of this Offer Document, the aggregate consideration paid by them and the average effective cash cost per Share to them and the new public investors pursuant to the Invitation:
Average effective cash cost per Share (cents)

Number of Shares Substantial Shareholder Rex Commercial Other Shareholders Fram Shareholders Pre-IPO Investors (excluding Schroders) Cathay Ltd. PPCF Public Schroders New public

Aggregate consideration (S$)

554,421,960 101,792,531 86,015,625 3,000,000 2,500,000 86,453,040 142,500,000

554 41,480,456 34,406,250 1,500,000 1,250,000 750,084 71,250,000

0.00 40.75 40.00 50.00 50.00 0.87 50.00

82

RESTRUCTURING EXERCISE
Pursuant to a restructuring exercise to rationalise the structure of our Group and its subsidiaries in preparation for the proposed Listing, our Company became the holding company of our Group. The Restructuring Exercise involved the following: (a) Incorporation of Our Company Our Company was incorporated on 11 January 2013 in Singapore under the Companies Act as a private company limited by shares. Our principal activity is that of an investment holding company. At the time of incorporation, we had an issued and paid-up share capital of S$1.00 comprising one (1) Share held by our Director, Mr Dan Brostrm. On 26 March 2013, Mr Dan Brostrm transferred the single Share in our Company to Rex Commercial for a consideration of S$1.00. (b) Acquisition of Rex Oil & Gas On 13 March 2013, Rex International BVI, entered into an assignment agreement with Mr Hans Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik, pursuant to which Mr Hans Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik assigned their aggregate interest in the entire issued share capital of Rex Oil & Gas to Rex International BVI for a consideration of US$1.00. Upon completion of the assignment on 13 March 2013, Rex Oil & Gas became a wholly-owned subsidiary of Rex International BVI. (c) Acquisition of Rex International BVI On 19 March 2013, Rex International Investments entered into the RIH BVI Sale and Purchase Agreement with Rex Commercial and Schroders to acquire their aggregate shareholding interests in Rex International BVI, being the entire issued share capital of Rex International BVI. As consideration for the acquisition, Rex International Investments issued and allotted 49,999 ordinary shares in the capital of Rex International Investments, to Rex Commercial and Schroders or their nominees as they may each direct, as set out under the RIH BVI Sale and Purchase Agreement. On 26 March 2013, upon the completion of the acquisition of Rex International BVI by Rex International Investments, Rex International BVI became a wholly-owned subsidiary of Rex International Investments. (d) Acquisition of Rex International Investments Rex International Investments was incorporated on 13 March 2013 with a single ordinary share issued to Mr Dan Brostrm. Mr Dan Brostrm transferred the single Share to our Company on 26 March 2013 for a consideration of S$1.00. On 20 March 2013, our Company entered into the RII Sale and Purchase Agreement with Rex Commercial and Schroders to acquire their aggregate shareholding interests in Rex International Investments for a total consideration of 638,999,999 ordinary shares in the capital of our Company. The 638,999,999 consideration shares were to be issued to Rex Commercial and Schroders or their nominees as they may each direct, as set out under the RII Sale and Purchase Agreement. Upon completion of the acquisition of Rex International Investments on 26 March 2013, Rex International Investments became our wholly-owned subsidiary, and Rex Commercial and Schroders became our Shareholders, holding approximately 86.8% and 13.2% of the entire issued share capital of our Company respectively. 83

RESTRUCTURING EXERCISE
(e) Pre-IPO Convertible Loan Our Company, Rex Commercial and Schroders entered into the Convertible Loan Agreements on (a) 5 April 2013, with, among others, Mr Tan Fuh Gih, Asia Merchant Capital II Limited, Mr Kingston Kwek Eik Huih, Disruptive Innovation Fund LP, Mr Tan Chin Hwee, Ms Sankaran Leena, Dr Whang Hwee Yong, Mr Tommie Goh Thiam Poh, Mr Jeremy Lee Sheng Poh, Mr Kristofer Skantze and Mr ke Knutsson; (b) 19 April 2013, with Schroders; and (c) 15 May 2013, with White Global Investment Holdings Ltd (collectively, the Pre-IPO Investors ) for the grant of the Convertible Loan by the Pre-IPO Investors to our Company upon the terms and conditions of the Convertible Loan Agreements. The aggregate amount of the Convertible Loan granted to our Company by the Pre-IPO Investors under all the Convertible Loan Agreements is S$35,156,250. Details of the Convertible Loan granted by all Pre-IPO Investors are set out in the table below.
Number of Shares to be issued upon the conversion of the Convertible Loan 31,250,000 3,125,000 9,375,000 5,000,000 4,687,500 4,687,500 3,125,000 4,687,500 3,906,250 3,906,250 2,734,375 1,562,500 1,562,500 937,500 781,250 781,250 625,000 500,000 500,000 500,000 218,750 1,562,500 1,875,000 87,890,625

Pre-IPO Investor White Global Investment Holdings Ltd Mr Tan Fuh Gih Asia Merchant Capital II Limited(1) Mr Kingston Kwek Eik Huih Disruptive Innovation Fund LP Mr Tan Chin Hwee Ms Sankaran Leena Dr Whang Hwee Yong Mr Tommie Goh Thiam Poh Mr Jeremy Lee Sheng Poh Infinity Worldwide Pacific Limited Mr Stephen Anthony Cuunjieng Dr Sonny Liew Chee Kong Mr Danny Toe Teow Teck Mr Ramesh Chandiramani Mr Victor Lim Guan Teck Mr Kristofer Skantze Mr Roger Yeo Kok Tong Mr Neoh Chin Chee Mr Anders Sjo gren Mr ke Knutsson Mr Max Skalli Schroders(2) Total

Loan amount (S$000) 12,500 1,250 3,750 2,000 1,875 1,875 1,250 1,875 1,562.5 1,562.5 1,093.75 625 625 375 312.5 312.5 250 200 200 200 87.5 625 750 35,156.25

Proportion of Convertible Loan (%) 35.56 3.56 10.67 5.69 5.33 5.33 3.56 5.33 4.44 4.44 3.11 1.78 1.78 1.07 0.89 0.89 0.71 0.57 0.57 0.57 0.25 1.78 2.13 100.00

Shareholding in our Company after the conversion of the Convertible Loan and before the Invitation (%) 3.75 0.37 1.13 0.60 0.56 0.56 0.37 0.56 0.47 0.47 0.33 0.19 0.19 0.11 0.09 0.09 0.07 0.06 0.06 0.06 0.03 0.19 0.22 10.53

84

RESTRUCTURING EXERCISE
Notes: (1) Asia Merchant Capital II Limited (AMC II) is a private equity fund incorporated as a company in the Cayman Islands. AMC II invests mainly in Southeast Asia and Greater China and focuses on corporate finance event-driven transactions. PrimeFounders Inc (PFI), PrimePartners Assets Inc and PrimePartners Group Pte. Ltd. (PPG), which are related companies of PPCF, and a non-executive director of PPCF, collectively hold 13.43% of the redeemable shares of AMC II. Certain investors connected to a non-executive director of PPCF hold a total of 11.57% of the redeemable shares of AMC II. The remaining 75% of the redeemable shares of AMC II is held by various high net worth investors and corporations, each of whom hold not more than 10% of the redeemable shares in AMC II and is not associated or connected with PPCF. AMC II is managed by PrimePartners Asset Management Pte. Ltd. (PPAM) who is a licensed fund manager under the SFA. PPAM receives management fees and is entitled to performance fees from AMC II for providing investment management services to AMC II and is the sole holder of management shares in AMC II. PPG is the holding company of PPAM and intermediate holding company of PPCF. PFI is the ultimate holding company of PPAM and PPCF. PPAM and PPCF are managed by separate management teams. (2) Schroders has entered into the Convertible Loan Agreement on behalf of its clients, whereby upon the conversion of the Convertible Loan into Shares, Schroders will hold our Shares through a discretionary portfolio on behalf of their clients. Schroders has full discretionary power over the Shares, including making all investment and divestment decisions and voting on the securities and interests held by it on behalf of its clients.

Pursuant to the Convertible Loan Agreements, the entire Convertible Loan shall be automatically converted into Shares upon the earlier of the receipt of the notification from the SGX-ST for the registration of the Offer Document for the Listing by the Sponsor. In the event that registration of the Offer Document for the Listing does not take place, the entire Convertible Loan shall be converted into Shares, upon the request of the Pre-IPO Investors, after 18 months from the date of the Convertible Loan Agreements, subject to the terms set out in the Convertible Loan Agreements. The conversion price is at a discount of 20% to the Issue Price. The proceeds from the Convertible Loan was used to fund the drilling campaign in North Dakota and Colorado and for general working capital purposes. (f) Investment in Fram On 21 March 2013, Fram, our Company, Rex Commercial and Schroders entered into the Bond Conversion Acceptance Agreement with each converting bondholder that held bonds issued by Fram and who had executed an acceptance form in accordance with the terms of the Bond Conversion Acceptance Agreement. In conjunction with the Bond Conversion Acceptance Agreement, our Company, Rex Commercial, Schroders and each selling shareholder of Fram, whereby such person became a shareholder by virtue of the aforementioned bond conversion, entered into the Share Purchase Offer Agreement on 21 March 2013. Pursuant to the Fram Transaction Documents, Frams bondholders converted a portion of their bonds issued by Fram into shares in the capital of Fram, and thereafter, our Company purchased the converted shares from such bondholders. For the avoidance of doubt, the converting bondholders under the Bond Conversion Acceptance Agreement are also the selling shareholders under the Share Purchase Offer Agreement. The total consideration of approximately US$33.1 million for the shares in the capital of Fram was paid by our Company by the issuance of 101,792,531 Shares in our Company at a consideration of US$0.326 per Share.

85

RESTRUCTURING EXERCISE
The table below sets out information in relation to certain of the converting bondholder/selling shareholder of Fram (whereby all converting bondholders and selling shareholders shall collectively be referred to as the Fram Shareholders) and the number of consideration Shares issued by our Company for the acquisition of the shares in Fram.
Number of consideration Shares issued by our Company 10,665,552 158,603 9,392,986 378,928 5,666,869 7,096,990 5,642,927 18,468,637 455,419 77,150 6,970,586 16,042,137 52,867

Fram Shareholder Clements Capital Mr David A. Cook Holberg Norden Holberg Norden III Holberg Norge Langya Invest AS MP Pensjon Pareto Growth AS Kuppelvik AS
(2) (1)

Number of shares in Fram sold to our Company 608,013 9,042 535,468 21,602 323,052 404,580 321,688 1,052,845 25,962 4,398 397,374
(3)

Staur Holding AS(3) Staur Invest AS

(3)

Staur Private Equity AS Mr Tim Rickert

Notes: (1)

914,518 3,014

Further to internal restructuring within the Holberg group of funds, the 378,928 consideration Shares issued by our Company to Holberg Norden III were transferred by Holberg Norden III to Holberg Norden on 18 July 2013. Our Non-Executive Director, Mr Bernt Eivind sthus, is interested in the Shares of our Company through Kupplevik AS, which he wholly-owns. Mr Bernt Eivind sthus is a director of Staur Holding AS. Staur Invest AS is the wholly-owned subsidiary of Staur Holding AS, and Staur Private Equity AS is the wholly-owned subsidiary of Staur Invest AS. Kupplevik AS holds 19.8% of the entire issued share capital of Staur Holding AS, and AG Holding AS, which is owned by Mr Agnar sthus and Mrs Gerd sthus, holds 55.3% of the entire issued share capital of Staur Holding AS. Mr Agnar sthus and Mrs Gerd sthus are the parents of Mr Bernt Eivind sthus.

(2) (3)

A total 5,802,909 shares in Fram were sold to us by the Fram Shareholders in consideration for an aggregate of 101,792,531 Shares issued by our Company. Upon completion of our investment in Fram on 8 May 2013, we acquired approximately 24.1% of the total issued share capital of Fram, and the Fram Shareholders held in aggregate, 13.7% of the total issued share capital of our Company as at such date.

86

RESTRUCTURING EXERCISE
Shareholding in our Company after the Restructuring Exercise The following table sets out the number of Shares and percentage of the respective shareholding interests held by Rex Commercial, Schroders and the Fram Shareholders pursuant to the Restructuring Exercise and the Pre-IPO Investors in our Company upon the conversion of the Convertible Loan granted by the Pre-IPO Investors. Percentage of shareholding interests (%) 66.91 10.43 12.28 10.38 100.00

Name Rex Commercial Schroders Fram Shareholders Pre-IPO Investors (excluding Schroders) Total

Number of Shares 554,421,960 86,453,040 101,792,531 86,015,625 828,683,156

Other agreements entered into pursuant to the Restructuring Exercise As part of the Restructuring Exercise, we also entered into the following agreements: Assignments by Rex Oil & Gas On 30 August 2011, Rex Oil & Gas entered into an assignment agreement with Lime Petroleum Ltd. to assign its entire 74% shareholding interest in Masirah to Lime Petroleum Ltd. for a consideration amount of US$1. On 31 August 2011, Rex Oil & Gas entered into an assignment agreement with Zubara to transfer its interest in the Sharjah CA to Zubara. The consideration for the assignment was US$1.2 million pursuant to which Rex Oil & Gas assigned and transferred full ownership, including any rights and obligations attached to the Sharjah CA to Zubara. In conjunction with the acquisition of Rex Oil & Gas by Rex International BVI, Rex Oil & Gas transferred the rights to Rex Technologies to Rex Technology Management on 7 March 2013, and accordingly, assigned the Lime Petroleum IP Licence Agreement to Rex Technology Management on the same day for a consideration of US$1. Save as disclosed above, Rex Oil & Gas novated all other assets and liabilities under its name to Rex Partners in December 2012 pursuant to various novation deeds. Lime Petroleum Shareholders Agreement On 24 October 2011, a shareholders agreement was entered into between Lime Petroleum Plc, Gulf Hibiscus, Schroders and Rex Oil & Gas, a wholly-owned subsidiary of our Controlling Shareholder, Rex Partners, as shareholders of Lime Petroleum Plc, and Lime Petroleum Plc, for the purposes of regulating the affairs of Lime Petroleum Plc and the respective rights and obligations of each shareholder. Please refer to the section entitled Group Structure Shareholders Agreements of this Offer Document for more details.

87

GROUP STRUCTURE
Following the Restructuring Exercise, our Group structure is:
Rex International Holding Limited 100% Rex International Investments 100% Rex International BVI 24%(1) Fram

100% 100% Rex US 100% Rex US Ventures 100% Rex US Operating 20%(6) US Concessions 49%(7) Loyz Rex Drilling 59%(4) Dahan 100% RAK North Concession Rex South East Asia 48.2%(2) HiRex

100% Rex Oil & Gas 65%

(3)

100% Rexonic

Lime Petroleum Plc 100% Lime Petroleum Ltd. 100% Zubara 100% Sharjah Concession 64%(5) Masirah

100% Baqal

100% Lime Petroleum Norway 5% to 12.5% Norwegian Concessions

100% RAK Onshore Concession

100% Block 50 Oman Concession

Notes: (1) Fram is the holding company of companies that own and operate oil and gas assets in the USA and in Trinidad and Tobago, including Fram Operating. Our interests in Fram may be diluted in future when convertible bonds issued by Fram to other parties are due to be converted into shares in Fram in 2014. Frams 52 shareholders include Staur Private Equity AS and Pareto Growth AS, which hold approximately 23.5% and 21.0% of the shares in Fram respectively. (2) Hibiscus Petroleum, through its wholly-owned subsidiary, Orient Hibiscus, holds approximately 48.2% in HiRex and Mr. Ainul Azhar Ainul Jamal holds approximately 3.5%. Triax Ventures Corp has subscribed for shares in HiRex pursuant to a subscription agreement dated 17 June 2013. The subscription by Triax Ventures Corp has not been completed and upon completion, Triax Ventures Corp will hold 15% in the issued share capital of HiRex, Mr Ainul Azhar Ainul Jamal will hold 3% in the issued share capital of HiRex and Rex South East Asia and Orient Hibiscus will each hold 41.0% of the issued share capital of HiRex. (3) Schroders holds approximately 8.6% of Lime Petroleum Plc on a fiduciary basis for Rex Oil & Gas. 56.4% of the issued share capital in Lime Petroleum Plc is held directly by Rex Oil & Gas. Gulf Hibiscus holds the remaining 35% in Lime Petroleum Plc. Lime Petroleum Plc is a jointly-controlled entity as its shareholders, through their nominee directors, have equal voting rights in respect of certain board reserved matters. Accordingly, the subsidiaries of Lime Petroleum Plc are also jointly-controlled entities. Dahan, Masirah and HiRex are also jointly-controlled entities as their shareholders have equal voting rights in respect of certain board reserved matters. Please see Group Structure Shareholders Agreements of this Offer Document for more information. (4) Right Ally Limited and Schroders hold 16% and 25% of the total issued shares in Dahan respectively. (5) Petroci Holding holds the remaining 36% of the total number of issued shares in Masirah. (6) Our participation interests in the US Concessions are held through Rex US Operating, which is a party to the Participation and Exploration Agreement in relation to the implementation of a drilling plan for 80 Commitment Wells. We will receive 20% interest derived from the Commitment Wells. Please refer to the section entitled General Information on our Group of this Offer Document for more information. (7) Loyz USA holds the remaining 51% of issued shares in Loyz Rex Drilling.

88

GROUP STRUCTURE
Information on our subsidiaries and associated companies as at date of this Offer Document is set out in the table below.
Effective ownership interest/voting rights 65%

Name of company Baqal

Country of incorporation British Virgin Islands

Principal activities/ Principal place of business Exploration and production of crude oil and natural gas/Middle East Exploration and production of crude oil and natural gas/Middle East Investment holding company/Norway Exploration and production of crude oil and natural gas/Malaysia Exploration and production of crude oil and natural gas/Middle East Exploration and production of crude oil and natural gas/Norway Investment holding company/Middle East Exploration and production of crude oil and natural gas/USA Exploration and production of crude oil and natural gas/Middle East Investment holding company/British Virgin Islands Investment holding company/British Virgin Islands Investment holding company/Singapore Investment holding company/British Virgin Islands Investment holding company/British Virgin Islands Investment holding company/British Virgin Islands

Dahan

British Virgin Islands

38.4%

Fram HiRex

Norway Malaysia

24.1% 48.2%

Lime Petroleum Ltd.

British Virgin Islands

65%

Lime Petroleum Norway

Norway

65%

Lime Petroleum Plc Loyz Rex Drilling

Isle of Man USA

65% 49%

Masirah

British Virgin Islands

41.6%

Rexonic

British Virgin Islands

100%

Rex International BVI

British Virgin Islands

100%

Rex International Investments Rex Oil & Gas

Singapore British Virgin Islands

100% 100%

Rex South East Asia

British Virgin Islands

100%

Rex US

British Virgin Islands

100%

89

GROUP STRUCTURE
Effective ownership interest/voting rights 100% 100% 65%

Name of company Rex US Operating Rex US Ventures Zubara

Country of incorporation USA USA British Virgin Islands

Principal activities/ Principal place of business Investment holding company/USA Investment holding company/USA Exploration and production of crude oil and natural gas/Middle East

None of our subsidiaries or associated companies are listed on any stock exchange in any jurisdiction. Shareholders Agreements We have entered into Shareholders Agreements with the other shareholders of Lime Petroleum Plc, Masirah, Dahan and HiRex. Our Company and subsidiaries contributions into these partnerships have been to provide the use of Rex Technologies through our access via the IP Licence Agreements. Additionally, our subsidiary, Rexonic, had on 26 June 2013, entered into two (2) call option agreements with Ogsonic AG. Should we choose to execute the call options, Rexonic shall, pursuant to the terms of the call option agreements, enter into a shareholders agreement with Ogsonic AG. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans Future Plans of this Offer Document for more details on the call option agreements. Under the terms of each of the Shareholders Agreements, certain board reserved matters would have to be passed by the collective expressed approval of the directors nominated by each shareholder. As a result, each shareholder has an equal vote on such board reserved matters regardless of the shareholders effective interest in these companies. These board reserve matters include, among others, work plans, budgeting, dividend policies, distributions, change in share capital, material acquisitions and disposals, entry into or changes to material contracts and payments exceeding a certain value. Please also refer to the section entitled Risk Factors Risks Relating to our Groups Business Certain of our rights may be subrogated under Shareholders Agreements which we have entered into in respect of our subsidiaries or associated company of this Offer Document. In addition, to these board reserved matters, we have also agreed on certain terms in the following Shareholders Agreements: Dahan The Dahan Shareholders Agreement sets out certain distribution restrictions, whereby distributions will only be paid to Schroders and Right Ally Limited until they receive the equivalent amount of their respective initial committed capital, being an aggregate of US$25 million. Thereafter, all distributions declared will be paid to Schroders, Right Ally Limited and Lime Petroleum Ltd. in the proportion of their respective shareholdings in Dahan. Should Dahan be wound up or sold, any surplus assets and profits will be distributed pro rata to Schroders and Right Ally Limited up to their initial committed capital. Any other surplus assets and profits will then be divided between Schroders, Right Ally Limited and Lime Petroleum Ltd. in the proportion of their 90

GROUP STRUCTURE
respective shareholdings. The Dahan Shareholders Agreement further includes an anti-dilution provision whereby in the event that Schroders and Right Ally Limiteds initial committed capital is insufficient to execute the work plan and/or the first well drilling carried out under the work plan fails to prove the presence of sufficient reserves and Dahan will require additional financing for further drilling, any new investors will either receive their shares in Dahan from Lime Petroleum Ltd., or Dahan will have to issue such number of shares to Schroders and Right Ally Limited to maintain their existing equity proportion. Lime Petroleum The Lime Petroleum Shareholders Agreement sets out certain limitations in the case of a winding up or a sale of Lime Petroleum Plc. Where a winding up occurs, surplus assets and profits, if any, will be distributed pro rata between Schroders and Gulf Hibiscus up to their initial committed capital in aggregate of US$54 million. Any further surplus assets and profits will then be divided between Rex Oil & Gas, Schroders and Gulf Hibiscus in their shareholding proportions. Where a sale of Lime Petroleum Plc occurs, should consideration proceeds be less than US$54 million, Schroders and Gulf Hibiscus will receive consideration proceeds pro rata to their initial committed capital, and Rex Oil & Gas will not receive any of the consideration proceeds. Where consideration proceeds exceed US$54 million, the entire amount will be distributed pro rata based on each shareholders shareholding. Schroders holds the shares in Lime Petroleum Plc on a fiduciary basis for Rex Oil & Gas. HiRex Under the HiRex Shareholders Agreement, each of Orient Hibiscus, Hibiscus Petroleum, our Company and Rex South East Asia have granted a right of first refusal to HiRex to participate in exploration asset opportunities in Brunei, Myanmar, Malaysia, Indonesia, Thailand, Vietnam, Cambodia, the Philippines, Australia, New Zealand and Papua New Guinea, and the offshore areas associated with these countries (the HiRex ROFR ). The HiRex ROFR will be in force for so long as, among others, the shareholding of Rex South East Asia or Orient Hibiscus in HiRex does not fall below 20% of the total issued share capital of HiRex from time to time, or the HiRex IP Licence Agreement is not terminated. Under the HiRex Shareholders Agreement, Orient Hibiscus and Rex South East Asia have both granted Triax Ventures Corp a put option to require Orient Hibiscus and Rex South East Asia to purchase the shareholdings from it in accordance with the terms of the HiRex Shareholders Agreement, should, among others, the Listing not occur within 60 months of it becoming a shareholder of HiRex.

91

SELECTED COMBINED FINANCIAL INFORMATION

The following financial information of our Group should be read in conjunction with the full text of this Offer Document, including the sections entitled Managements Discussion and Analysis of Results of Operations and Financial Position, the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively of this Offer Document. A summary of the financial information of our Group in respect of FP2011 and FY2012 is set out below: Results of Operations of our Group
Audited (US$000) Revenue Administrative fees and expenses Operating loss Share of profit/(loss) of jointly controlled entities Profit/(loss) before taxation(1) Taxation Profit/(loss) for the period/year(1) EPS (cents)(2) Adjusted EPS (cents)
Notes: (1) Had the Service Agreements (set out in the section entitled Directors, Executive Officers and Employees Service Agreements of this Offer Document) been in place in since 1 January 2012, our profit/(loss) before taxation, profit/(loss) for the year and adjusted EPS computed based on our post-Invitation share capital of 976,683,156 Shares for FY2012 would have been approximately US$(2.0) million, US$(2.0) million and (0.20) US cents respectively. For illustrative purposes, EPS for the financial year/period under review have been computed based on the profit/(loss) for the year/period and the pre-Invitation share capital of 834,183,156 Shares. For illustrative purposes, the adjusted EPS for the financial year/period under review have been computed based on the profit/(loss) for the financial year/period and the post-Invitation share capital of 976,683,156 Shares.
(1)(3)

FP2011 1,815 1,815 1,815 0.22 0.19

FY2012 (529) (529) (653) (1,182) (1,182) (0.14) (0.12)

(2) (3)

92

SELECTED COMBINED FINANCIAL INFORMATION

Financial Position of our Group
Audited as at 31 December 2012

(US$000) Assets Non-current assets Investments in jointly controlled entities Total assets Liabilities Current liabilities Other payables Total liabilities Net assets Equity Share capital Merger reserve Capital reserve Retained earnings Total Equity

7,355 7,355

(2,227) (2,227) 5,128

1 4,129 409 589 5,128

93

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

The following discussion of our results of operations and financial position should be read in conjunction with the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively of this Offer Document. This discussion and analysis contains forwardlooking statements that involve risks and uncertainties. Our Groups actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Offer Document, particularly in the section entitled Risk Factors of this Offer Document. Under no circumstances should the inclusion of such forward-looking statements herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our Company, the Manager, the Sponsor, the Co-Placement Agents or the Underwriter or any other person. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Please refer to the section entitled Cautionary Note on Forward-Looking Statements of this Offer Document. We wish to highlight that while we hold a majority interest of 65% in Lime Petroleum Plc, the results of Lime Petroleum Plc and its subsidiaries have been accounted for under the equity method in the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year ended 31 December 2012 as set out in Appendix A of this Offer Document because our Company has assessed that we have joint control of Lime Petroleum Plc according to the Lime Petroleum Shareholders Agreement which prescribes unanimous consent of all parties for strategic financial and operating decisions at the board level relating to Lime Petroleum Plcs operations. OVERVIEW Revenue Our Group is currently engaged mainly in exploration and development activities. As we have not yet commenced any production, there was no revenue generated by our Group in FP2011 and FY2012. Administrative fees and expenses There were no administrative fees and expenses incurred in FP2011 as our Group was just set up in FP2011. Administrative fees and expenses in FY2012 comprised mainly administrative costs incurred to incorporate the various entities in our Group. These costs mainly included employment costs comprising remuneration for employees, corporate costs comprising fees incurred for services rendered by third-party professionals as part of the incorporation process, legal and audit fees and other professional expenses. Administrative expenses was the only expense item incurred by our Group, representing 100% of our total expenses for FY2012.

94

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Employment costs Our employment costs comprised solely remuneration paid to our Chief Executive Officer for services rendered in FY2012. Employment costs accounted for 11.3% of our total administrative fees and expenses in FY2012. Corporate costs Our corporate costs comprised mainly costs incurred for advertising and marketing materials, fees paid to the Independent Valuer to conduct a valuation appraisal of the reserves or resources in the US Concessions, and management fees paid to PPCF in respect of the Listing. Advertising and marketing materials expenses accounted for approximately 7.2% while fees to professional third-parties accounted for approximately 92.8% of the total corporate costs in FY2012. Corporate costs accounted for 41.8% of our total administrative fees and expenses in FY2012. Legal and audit fees Legal and audit fees are fees paid to our legal advisers and auditors for advisory services provided in respect of Lime Petroleum Plc and its subsidiaries. Legal and audit fees accounted for 11.3% of our total administrative fees and expenses in FY2012. Other professional expenses Our other professional expenses were mainly consultancy fees paid to Cathay Ltd. for the provision of consultancy services to our Group. Other professional fees accounted for 27.6% of our total administrative fees and expenses in FY2012. Share of profit/loss of jointly controlled entities Our share of profit/loss of jointly controlled entities is mainly derived from two (2) jointly controlled entities, namely Lime Petroleum Plc which we hold a 65% interest through Rex Oil & Gas, and Loyz Rex Drilling which we hold a 49% interest through Rex US Ventures. Lime Petroleum Plc is incorporated in Isle of Man and owns oil concessions through a number of subsidiaries and jointly controlled entities. Loyz Rex Drilling is incorporated in the state of Delaware, USA and owns certain rights to income from oil assets. These investments are subject to shareholders agreements regarding control and distribution of assets. Taxation Our overall effective tax rates were 0% for both FP2011 and FY2012. The Singapore statutory corporate tax rates for FP2011 and FY2012 were 17%. No provision for corporate income tax has been made for FP2011 and FY2012 as there were no taxable profit generated by our Group in FP2011 and FY2012 in the tax paying jurisdictions.

95

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

RESULTS OF OPERATIONS Breakdown of our past performance by business division and geographical markets This analysis should be read in conjunction with the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year ended 31 December 2012 and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendices A and B respectively in this Offer Document. We have only one (1) business division for FP2011 and FY2012. Therefore, a segmentation of our financial performance by business division will not be meaningful. Currently our Group is considered to have two (2) reportable geographical segments, namely USA and Non-USA operations. A breakdown of our reportable segment profit/(loss) before taxation and share of profit/(loss) of jointly controlled entities by geographical segments for FP2011 and FY2012 are set out below. Profit/(loss) before taxation
FP2011 US$000 USA operations Non-USA operations Total 1,815 1,815 FY2012 US$000 100.0 100.0 (1,182) (1,182)

% 100.0 100.0

Share of profit/(loss) of jointly controlled entities

FP2011 US$000 USA operations Non-USA operations Total 1,815 1,815 FY2012 US$000 100.0 100.0 (653) (653)

% 100.0 100.0

96

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

REVIEW OF PAST PERFORMANCE FY2012 vs FP2011 Revenue No revenue was generated in FP2011 and FY2012. Our Group was mainly engaged in exploration and development activities in FP2011 and FY2012. Administrative fees and expenses There were no administrative fees and expenses incurred in FP2011 as our Group was just set up in FP2011. Total administrative fees and expenses increased from nil in FP2011 to approximately US$0.5 million in FY2012. The administrative fees and expenses incurred in FY2012 were due mainly to expenses incurred for the incorporation of the various entities in our Group in FY2012 and consultancy fees paid to Cathay Ltd. for the provision of consultancy services which include, inter alia , introducing joint venture partners and investors to our Group. Share of profit/(loss) of jointly controlled entities Share of profit/(loss) of jointly controlled entities is related to our Companys interest in Lime Petroleum Plc which decreased by approximately US$2.5 million or 138.9% from a profit of US$1.8 million in FP2011 to a loss of US$0.7 million in FY2012. The decrease in share of profit/(loss) of jointly controlled entities was due to the following reasons: Administrative fees and expenses The administrative fees and expenses of Lime Petroleum Plc increased by approximately US$2.4 million or 600% from US$0.4 million in FP2011 to US$2.8 million in FY2012. The increase was mainly due to increases in legal fees, employment costs, other professional expenses and other expenses Lime Petroleum Plc incurred during a pre-qualification exercise to establish its Norwegian subsidiary. Legal fees increased by US$0.2 million or 218% in FY2012 due to legal advisory fees incurred for the acquisition of concessions in Norway. There was an increase in employments costs in FY2012 of US$0.7 million as Lime Petroleum Plc increased the headcount in Norway to support its operations. Other professional expenses registered an increase from US$0.03 million in FP2011 to US$1.2 million in FY2012, mainly due to increases in administrative fees, computer expenses and consultancy fees in respect of the pre-qualification process in Norway. In addition, there was an increase in other expenses of US$0.2 million due to higher business activities in Lime Petroleum Plc.

97

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Gain on investment in jointly controlled entity Lime Petroleum Plcs gain on investment in jointly controlled entities decreased by approximately US$2.6 million or approximately 78.8% from US$3.3 million in FP2011 to US$0.7 million in FY2012. The gain on investment in jointly controlled entities in FP2011 and FY2012 was related to a dilution of Lime Petroleum Plcs investment in Masirah for which Lime Petroleum Plcs interest decreased from 100% to 74% in 2011 and 74% to 64% in 2012 and it represented the difference between the book value of net assets disposed and Lime Petroleum Plcs share of the proceeds contributed by its joint venture partner, Petroci Holding. Share of loss in jointly controlled entities Lime Petroleum Plcs share of loss in jointly controlled entities increased by approximately US$0.05 million or approximately 31.3% from US$0.16 million in FP2011 to US$0.21 million in FY2012. The increase was mainly due to an increase in losses recognised by Masirah of US$0.08 million in FY2012 due to increase in operating costs as a result of increased business activities in Masirah and offset by decrease in losses from another jointly controlled entity, Dahan, of US$0.03 million in FY2012. In FY2012, losses by Dahan were attributed to the joint venture partners, Schroders and Right Ally Limited. REVIEW OF FINANCIAL POSITION As at 31 December 2012 Non-current assets As at 31 December 2012, our non-current assets comprised only investment in jointly controlled entities amounting to approximately US$7.3 million. Investment in jointly controlled entities comprises our Groups share of net assets from Lime Petroleum Plc and Loyz Rex Drilling of US$5.2 million and US$2.1 million respectively. Net assets of Lime Petroleum Plc amounted to US$55.9 million while net assets of Loyz Rex Drilling amounted to US$4.3 million as at 31 December 2012. Details of Lime Petroleum Plcs financial position as at 31 December 2012 were set out as follows: (i) Non-current assets As at 31 December 2012, Lime Petroleum Plcs non-current assets of approximately US$14.7 million accounted for approximately 25.7% of total assets and comprised intangible exploration and development assets, investment in jointly controlled entities and property, plant and equipment. Intangible exploration and development assets amounted to approximately US$5.6 million or 38.1% of total non-current assets and comprised of US$1.1 million of licence costs and US$4.5 million of geological, geophysical and technical analysis costs. Investment in jointly controlled entities referred to Lime Petroleum Plcs investment in Masirah and amounted to approximately US$8.9 million and accounted for 60.5% of Lime Petroleum Plcs total non-current assets. Property, plant and equipment of US$0.2 million accounted for approximately 1.4% of Lime Petroleum Plcs non-current assets.

98

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

(ii) Current assets Current assets amounted to approximately US$42.5 million or 74.3% of total assets and comprised loans to jointly controlled entities, other loan, debtors, prepayments and other receivables and cash and cash equivalents. Loans to jointly controlled entities of US$2.9 million accounted for approximately 6.8% of total current assets and comprised loans to Dahan and Masirah of US$0.6 million and US$2.3 million respectively. Other loan amounted to US$4.9 million or approximately 11.5% of total current assets and relates to a loan to North Energy which bears interest rate of 4% per annum and matures on 1 July 2013 or earlier if it is switched into the payment of interest in concessions. Debtors, prepayments and other receivables of US$1.5 million accounted for approximately 3.5% of total current assets and comprised interest receivable of approximately US$0.1 million, prepayments of US$0.1 million and an amount due from the Norwegian tax authorities in relation to the refund of exploration costs on the Norwegian Continental Shelf of US$1.3 million. Cash and cash equivalents amounted to approximately US$33.2 million and accounted for 78.1% of total current assets. (iii) Current liabilities Current liabilities amounted to approximately US$1.2 million or 100.0% of total liabilities and comprised sundry creditors and accruals of US$0.7 million and US$0.5 million respectively. Accruals comprised principally accrued employment cost and legal and audit fees. (iv) Equity As at 31 December 2012, Lime Petroleum Plcs equity amounted to US$55.9 million comprising mainly US$0.1 million of share capital, US$54.1 million of share premium and US$1.7 million of retained earnings. Details of Loyz Rex Drillings financial position are set out as follows: (i) Non-current assets As at 31 December 2012, Loyz Rex Drillings non-current assets comprised deposits for drilling rigs amounting to US$3.8 million. Current assets As at 31 December 2012, Loyz Rex Drillings current assets comprised amounts owing by Loyz USA and Rex US Ventures for capital contributions of US$0.25 million and US$0.24 million respectively.

(ii)

(iii) Equity As at 31 December 2012, Loyz Rex Drillings equity consisted of capital contributed for deposits in relation to the acquisition of drilling rigs of US$3.8 million and capital contributions of US$0.5 million. Current assets As at 31 December 2012, we had no current assets. Non-current liabilities As at 31 December 2012, we had no non-current liabilities.

99

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Current liabilities As at 31 December 2012, our current liabilities amounted to approximately US$2.2 million. Our current liabilities comprised an amount due to Rex Partners of US$1.9 million and US$0.3 million of other payables, which accounted for 86.4% and 13.6% of our total current liabilities respectively. Fore more details on the amount due to Rex Partners, please refer to the section entitled Interested Person Transactions Present and On-going Interested Person Transaction Loan provided by Rex Partners to our Group of this Offer Document. Shareholders equity As at 31 December 2012, our shareholders equity amounted to US$5.1 million comprising mainly US$4.1 million of merger reserve, US$0.4 million of capital reserves and US$0.6 million of retained earnings. LIQUIDITY AND CAPITAL RESOURCES The following table sets out a summary of our Groups cash flow for FP2011 and FY2012.
(US$000) Operating activities Investing activities Financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period/year Cash and cash equivalents at the end of the period/year FP2011 FY2012

FP2011 In FP2011, our Group recorded zero net cash flow from operating activities, which was mainly a result of the operating profit for FP2011 before adjustments of US$1.8 million, adjusted for a share of profit of jointly controlled entities of US$1.8 million. There was no net cash flow from investing and financing activities in FP2011. There was a significant non-cash transaction in FP2011 relating to an investment that was made in jointly controlled entities of US$4.1 million, representing the acquisition of businesses under common control accounted for under the merger accounting method. This led to a merger reserve of an equivalent amount.

100

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

FY2012 In FY2012, our Group recorded zero net cash flow from operating activities, which was mainly a result of the operating loss for FY2012 before adjustments of US$1.2 million, adjusted for a share of loss of jointly controlled entities of US$0.7 million, increase in operating payables of US$0.1 million due to an increase in the accruals for audit and accounting fees of our Group and a waiver of debt from Rex Partners of approximately US$0.4 million. There was no net cash flow from investing and financing activities in FY2012. There was a significant non-cash transaction in FY2012 relating to our Groups investment in Loyz Rex Drilling of US$2.1 million which had been funded by a loan from Rex Partners of US$1.9 million, together with an amount payable of US$0.2 million for a capital contribution due to Loyz Rex Drilling. Sources of Liquidity Our Company financed our operations through both internal and external sources. Our internal sources of funds comprised mainly capital contributions and loans from Shareholders. Our external sources of funds primarily comprise borrowings, including the loans extended to us by the Pre-IPO Investors pursuant to the Convertible Loan Agreements and credit granted by suppliers. Please refer to the sections entitled Capitalisation and Indebtedness and Working Capital of this Offer Document for further details. SEASONALITY We do not generally experience seasonality in our business. INFLATION Our financial performance for the period under review was not materially affected by inflation. CAPITAL COMMITMENTS Pursuant to the Participation and Exploration Agreement, Rex US Ventures and its jointly controlled entity, Loyz Rex Drilling Services, committed to fund part of the cost of drilling the Commitment Wells. The first drilling carry amount shall relate to, and be in effect until there is a total of 40 Commitment Wells drilled by the operator, Fram Operating. Fram shall carry US$12 million of the cost of the initial 40 Commitment Wells and Loyz Oil and Rex US Ventures shall carry the remaining portion of the cost estimated to be US$28 million in equal proportion. Upon the conclusion of the first drilling period, the second drilling carry amount shall relate to and be in effect until there are 40 additional Commitment Wells drilled by Fram Operating. Fram shall carry US$28 million of the cost of the 40 additional Commitment Wells and Loyz Oil and Rex US Ventures shall carry the remaining portion of the cost estimated to US$12 million in equal proportion. Loyz Oil and Rex US Ventures carry the risk of possible cost overruns and enjoy the benefits of cost savings.

101

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Pursuant to the Participation and Exploration Agreement, Loyz Oil and Rex US Ventures also committed to provide two (2) onshore drilling rigs. A US$3.8 million deposit had been funded by Loyz Oil and Rex US Ventures as at 31 December 2012. The total acquisition cost for the rigs is expected to be US$26 million and Rex US Ventures is committed to fund 49% of the total acquisition cost. CAPITAL DIVESTMENT Our Group had no capital divestments in FP2011 and FY2012. FOREIGN EXCHANGE MANAGEMENT Accounting Treatment of Foreign Currencies The consolidated financial statements are presented in US$, which is our Groups presentation and functional currency. Foreign currency transactions are translated into US$ at rates of exchange approximating those prevailing at transaction dates. Foreign currency monetary assets and liabilities are translated at rates as at the balance sheet date. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction. All profits and losses on exchange are recognised in profit or loss. Foreign Exchange Exposure The proportion of our Groups operating costs and purchases denominated in US$ and foreign currencies are as follows:
Percentage of operating costs and purchases denominated in (%) AED CHF EUR GBP NOK OMR S$ SEK US$

FP2011 0.6 0.6 3.5 2.3 3.0 3.1 86.9 100.0

FY2012 0.4 0.7 0.1 5.9 8.5 2.5 0.8 1.3 79.8 100.0

To the extent that our revenue, purchases and expenses are not naturally matched in the same currency and to the extent that there are timing differences between invoicing and collection or payment, we will be exposed to adverse fluctuations of the various currencies against the US$, which will adversely affect our earnings.

102

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Currently, our Group does not have a formal hedging policy. Our Group will continue to monitor its foreign exchange exposure in the future and will consider hedging any material foreign exchange exposure should the need arise. Prior to entering into any such hedging transactions, our Group will (i) seek the Boards approval on the policy for entering into any such hedging transactions; (ii) put in place adequate procedures which must be reviewed and approved by its Audit Committee; and (iii) the Audit Committee will monitor the implementation of the policy, including reviewing the instruments for hedging, processes and practices in accordance with the policy approved by the Board. SIGNIFICANT ACCOUNTING POLICY CHANGES The accounting policies have been consistently applied by our Group during FP2011 and FY2012. Our Group has adopted the following standards and interpretations relevant to our Group and mandatory for annual periods beginning on or after 1 January 2011 and 2012. IAS 1 Presentation of Financial Statements amendments to revise the way other comprehensive income is presented IAS 12 Income Taxes Limited scope amendment (recovery of underlying assets) (December 2010)

Our Directors have considered the impact of the adoption of the accounting standards and interpretations listed above and do not expect them to have a material impact on our Company and our Groups financial statements in the period of initial application.

103

GENERAL INFORMATION ON OUR GROUP

HISTORY Our Group is principally involved in the business of oil and gas exploration and production. Our Company was incorporated as Rex International Holding Pte. Ltd. in Singapore on 11 January 2013 under the Companies Act as a private company limited by shares. On 10 July 2013, we were converted into a public limited company and our name was changed to Rex International Holding Limited in connection therewith. Upon the completion of the Restructuring Exercise, our Company became the holding company of our Group. Prior to the Restructuring Exercise, our Company was owned by Rex Commercial and Schroders. Rex Commercial is held by Rex Partners which is in turn founded by Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik, chief executive officer of Lime Petroleum Plc. All three founders have extensive experience in the oil and gas industry. Since the start of the 1980s, Dr Karl Lidgren and Mr Hans Lidgren have utilised satellite altimeter data in oil exploration activities which enabled major oil and gas findings. Surveys produced by Dr Karl Lidgren and Mr Hans Lidgren made way for major findings such as the Haltenbanken area in Norway and the Bukha field in Oman. The Haltenbanken area was only discovered in the 1980s after Dr Karl Lidgren and Mr Hans Lidgrens surveys showed positive satellite altimetry results as to the presence of oil and gas. These positive results generated interest from several companies that bidded to explore the area, and since then, the Haltenbanken area has been one of the major oil provinces in Norway. The Bukha field in Oman is the only offshore producing area in Oman. The surveys produced by Dr Karl Lidgren and Mr Hans Lidgren led to the subsequent development of the Bukha field in Oman and Dr Karl Lidgren and Mr Hans Lidgren were both invited by the Ministry of Oil & Gas in Oman to explore the area further in 2009. Mr Svein Kjellesvik has a Master of Science in Applied Physics. He is an expert in the use of 3D seismic technologies in oil and gas exploration and has more than 30 years of relevant industry experience with major corporations such as Geco and Schlumberger Limited. Although our Group has a relatively short operating history, our Directors and Executive Officers have years of relevant experience and we have established the existence of adequate reserves and resources in a defined area where we have exploration and exploitation rights. Please also refer to Appendix E Qualified Persons Report of this Offer Document for further information of the existence of such reserves and resources. On 10 June 2011, we incorporated Lime Petroleum Ltd. under the laws of the British Virgin Islands as a company limited by shares. Lime Petroleum Ltd. holds majority interests in our Middle East Concessions, through our subsidiaries Dahan, Zubara, Baqal and Masirah. Our Middle East Concession Companies hold the rights to explore specific areas for oil and gas in the Middle East. Please refer to the section entitled General Information on our Group Business Activities of this Offer Document for more information on our Middle East Concessions. On 5 July 2011, we incorporated Zubara under the laws of the British Virgin Islands as a company limited by shares. Zubara is the wholly-owned subsidiary of Lime Petroleum Ltd. Rex Oil & Gas entered into a concession agreement with the Government of Sharjah on 6 June 2011, in relation to the right to explore and produce hydrocarbons from the Sharjah Concession. Rex Oil & Gas assigned all rights and obligations of this agreement to Zubara on 31 August 2011. Zubara currently owns the entire participating interest in the Sharjah Concession which was effective 6 June 2011.

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GENERAL INFORMATION ON OUR GROUP

On 26 August 2011, Lime Petroleum Ltd. acquired a 59.0% interest in Dahan, a company limited by shares incorporated in the British Virgin Islands on 30 April 2010. Dahan owns the entire concession right to RAK North Concession in Ras al-Khaimah, pursuant to the RAK North EPSA entered into between the Government of Ras al-Khaimah (as represented by Rakgas LLC) and Dahan which was effective 24 May 2010. Lime Petroleum Ltd. acquired a 74.0% interest in Masirah on 30 August 2011. Masirah is a company limited by shares which was incorporated in the British Virgin Islands on 2 April 2009. Masirah holds the entire participating interest in the Block 50 Oman Concession pursuant to the Block 50 EPSA which was entered into between the Government of the Sultanate of Oman, Rex Oil & Gas and Petroci Holding, which was subsequently assigned by Rex Oil & Gas and Petroci Holding to Masirah on 28 March 2011. Lime Petroleum Ltd.s interest in Masirah was subsequently reduced to 64.0% on 24 May 2012 pursuant to the exercise of a call option entered into for the purchase of shares held by Lime Petroleum Ltd. in Masirah by Petroci Holding. Lime Petroleum Ltd. is a wholly-owned subsidiary of Lime Petroleum Plc. Lime Petroleum Plc was incorporated on 15 August 2011 under the laws of the Isle of Man with Rex Oil & Gas and Schroders as its shareholders in the proportions 88.2% and 11.8% respectively. On 24 October 2011, Gulf Hibiscus, the wholly-owned subsidiary of Hibiscus Petroleum, a company listed on Bursa Malaysia, entered into (a) a conditional share subscription agreement with Lime Petroleum Plc to subscribe for new shares in the capital of Lime Petroleum Plc; (b) a conditional share purchase agreement with Rex Oil & Gas to purchase a certain number of shares in the capital of Lime Petroleum Plc; and (c) the Lime Petroleum Shareholders Agreement, for the purposes of acquiring an aggregate of 35.0% of the enlarged issued and paid-up share capital of Lime Petroleum Plc. A PMTSA was entered into between Hibiscus Oilfield, a wholly-owned subsidiary of Hibiscus Petroleum, and Lime Petroleum Plc on 24 October 2011 for Hibiscus Oilfield to provide project management and technical services to Lime Petroleum Plc in relation to Lime Petroleum Plcs existing and future oil and gas concessions in the Middle East region. The entries into the abovementioned arrangements with Gulf Hibiscus were to enable our Group to cross-benefit from the management expertise of the Hibiscus Petroleum group of companies to complement our exploration and production operations in the Middle East. The acquisition of Lime Petroleum Plc by Gulf Hibiscus was to be implemented in a two-stage process. Upon the satisfaction of all the conditions at the first stage on 4 November 2011, Gulf Hibiscus acquired 3.1% of the then-existing share capital of Lime Petroleum Plc on 17 November 2011. Accordingly, Rex Oil & Gas and Schroders interest in Lime Petroleum Plc decreased to 85.5% and 11.4% respectively. Upon the completion of the sale of the entire 35.0% interest in Lime Petroleum Plc on 13 April 2012, Rex Oil & Gas and Schroders held interests of 56.4% and 8.6% in Lime Petroleum Plc respectively. We incorporated Baqal under the laws of the British Virgin Islands as a company limited by shares on 6 January 2012. Baqal is wholly-owned by Lime Petroleum Ltd. On 10 April 2012, Baqal entered into the RAK Onshore EPSA with the Government of Ras al-Khaimah, which granted Baqal the entire rights to the RAK Onshore Concession. On 28 August 2012, Rex Oil & Gas entered into the Participation and Exploration Agreement with Fram and Loyz Oil in relation to the US Concessions, a portfolio of onshore petroleum leases in the USA in the states of Colorado and North Dakota. Rex Oil & Gas assigned the benefit and obligations of the Participation and Exploration Agreement to Rex US Ventures on 10 December 2012. On 14 June 2013, Rex US Operating was joined as a party to the Participation and Exploration Agreement where Rex US Ventures assigned all of its right, title and interest in, to and 105

GENERAL INFORMATION ON OUR GROUP

under the Petroleum leases in relation to the US Concessions to Rex US Operating. Based on the Participation and Exploration Agreement, we will receive 20% of the net revenue derived from the drilling campaign of the 80 Commitment Wells. Please refer to the section entitled General Information on our Group Business Activities of this Offer Document for further information on our operations in the US Concessions. Rex International BVI was incorporated on 24 September 2012. In March 2013, our Group acquired Rex Oil & Gas, Rex International BVI and Rex International Investments as part of the Restructuring Exercise for the purposes of the Listing. We further entered into the Fram Transaction Documents with Fram on 21 March 2013 as an investment, pursuant to which, Fram became our associated company. Please refer to the section entitled Restructuring Exercise of this Offer Document for more information. On 21 March 2013, our Company and our wholly-owned subsidiary, Rex South East Asia, entered into the HiRex Shareholders Agreement with Orient Hibiscus, Hibiscus Petroleum and HiRex in respect of a joint venture between Hibiscus Petroleum and our Group in our joint venture entity, HiRex. Our interests in HiRex are held through Rex South East Asia. HiRex was incorporated for the purposes of investments in exploration assets in the Asia-Pacific region. Pursuant to the HiRex Shareholders Agreement, each of Orient Hibiscus, Hibiscus Petroleum, our Company and Rex South East Asia have granted HiRex the HiRex ROFR. Please refer to the section entitled Group Structure Shareholders Agreements of this Offer Document for more information. Support services in HiRex relating to, among others, various technical, business development and financial services, will be granted by Orient Hibiscus under the terms of a support services agreement which was entered into between Orient Hibiscus and HiRex on 21 March 2013. Triax Ventures Corp and Mr Ainul Azhar Ainul Jamal have subscribed for shares in HiRex pursuant to agreements dated 17 June 2013 and 11 June 2013 respectively. The subscription by Triax Ventures Corp has not been completed and upon completion, Triax Ventures Corp will hold 15.0% in the issued share capital of HiRex, Mr Ainul Azhar Ainul Jamal will hold 3.0% in the issued share capital of HiRex and Rex South East Asia and Orient Hibiscus will each hold 41.0% of the issued share capital of HiRex. On 17 April 2013, Lime Petroleum Norway AS entered into an agreement with North Energy, a company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these concessions in or around July or August 2013 with another two (2) concessions of equivalent size. Lime Petroleum Plcs participating interest in each Norwegian Licence ranges from 5.0% to 12.5%. INDEPENDENT VALUATION For the purposes of the Listing, we have commissioned the Independent Valuer, Fox-Davies Capital Limited, to conduct a valuation of our interests in the US Concessions and our 24% equity interests in Fram. The Independent Valuation Report has been prepared in accordance with the SPE PRMS and the VALMIN Code. The Independent Valuer valued our Companys 20% interest in the reserves/contingent resources in the US Concessions, which is the subject of the Independent Valuation Report, at a risked technical asset value of US$79 million (net present value after tax discounted at 10%, using P 50 reserve and contingent resources and applying forward oil curve pricing escalating at 2% ( Base Case Pricing Scenario ), then adjusted for risk and our Companys 20% interest).

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In addition to our Companys 20% interest in the reserves/contingent resources in the US Concessions, we also have a further interest by virtue of our 24% equity interest in Fram that adds US$57 million to our risked technical asset value (the Risked Technical Asset Value ). Our total Risked Technical Asset Value from the addition of our 24% shareholding in Fram is summarised in the table below.
Contribution (US$ million) 79 57 136

Contributor 20% interest in the US Concessions Our Companys 24% interest in Fram Implied Overall Valuation
Source: Fox-Davies estimates

The Independent Valuer has considered the matrix of Risked Technical Asset Values for oil price and reserves/contingent resources held directly and indirectly by our Company and the other sensitivity analyses that were undertaken in arriving at a preferred valuation and upper and lower value limit and concludes that the preferred valuation is best represented by the Risked Technical Asset Value using the Base Case Pricing Scenario and P 50 reserve case (the Best Estimate ), while the value range is best represented by the P 90 reserves case at the lower value limit (the Low Estimate ), and P 10 at the upper value limit (the High Estimate ). The resulting valuation range and Best Estimate that is set out in the table below also represents the fair market value of the Companys 20% interests in the US Concessions and 24% equity interests in Fram as at a valuation date of 14 May 2013.
Risked Technical Asset Value (US$ million) Low Best High Estimate Estimate Estimate

Oil Price Scenario: Forward Curve & Escalating RIHs direct 20% interest in the US Concessions and 24% equity interest in Fram
Source: Fox-Davies estimates

89

136

187

We also have a 65% interest in Lime Petroleum Ltd. that has an exploration portfolio in the Middle East and Norway with significant prospective resources. The remaining 35% interest in Lime Petroleum Ltd is held by Hibiscus Petroleum, an E&P company listed on Bursa Malaysia. Please refer to the section entitled Appendix F Independent Valuation Report of this Offer Document for further details.

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GENERAL INFORMATION ON OUR GROUP

BUSINESS ACTIVITIES Our Group is principally involved in the business of oil and gas exploration and production. Our concessions are located in the Middle East, Norway and the USA. We co-operate with several partners in the development, management and operation of our concessions and licences.

Figure 1: Location of our Companys concessions, licences and participating interests. Note: (1) Pursuant to an agreement between Lime Petroleum Norway and North Energy. North Energy assigned the relevant participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in or around July or August 2013 with another two (2) concessions of equivalent size. As such, the two (2) licences are not reflected in the diagram above.

Our Middle East and Norwegian operations are carried out by Lime Petroleum Plc, our subsidiary in which we hold 65% interest. In the Middle East, Lime Petroleum Plc, through its wholly-owned subsidiary, Lime Petroleum Ltd., currently holds between 59% and 100% of four (4) different concessions in the UAE and the Sultanate of Oman. Upon successful discovery in Oman, the Government of the Sultanate of Oman has an option of up to 25% of the participating interest in the Block 50 Oman Concession. In Norway, Lime Petroleum Plc holds between 5.0% to 12.5% in four (4) different concessions in the Norwegian Continental Shelf. Our Company is also entitled to a profit-sharing participation of 20% in the exploration and production of the US Concessions. Please refer to the section entitled General Information on our Group History of this Offer Document for further details. In respect of our oil and gas exploration activities, our Group applies Rex Technologies, a set of proprietary and innovative exploration technologies, which provide us with the ability to increase the possibility of finding hydrocarbon reserves and reduce the duration of, as well as the risks and costs involved in the exploration process. Please refer to the sections entitled General Information on our Group Business Activities Exploration Process and General Information on our Group Technologies of this Offer Document for further details.

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GENERAL INFORMATION ON OUR GROUP

Due to the nature of our industry, we will experience a higher growth in value in the exploration stage when discoveries of resources are made. Most of our concessions and/or licences are in the exploration phase and our access to Rex Technologies provides particular value-add to this stage of the exploration and production value chain. The exploration and production value chain in the oil and gas industry is set out in the chart below, together with information on the positions of our concessions and/or licences within the value chain.

Figure 2: Illustration of the exploration and production value chain in the oil and gas industry and the positions of our concessions and/or licences within the value chain.

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The table below sets out certain pertinent information on our concessions and/or licences:

Contract area

Size (sq km) Operator Field type

Region

Group company holding concession and/or licence Interest acquired from Onshore/ Offshore Type of reserves/ resources

Group companys direct interest in the concession and/or licence Date of initial investment/ Date of concession and/or licence award Term

Our Companys effective interest in the concession and/or licence

Plans and programmes

Status

USA Direct 20% interest in the 80 Commitment Wells Direct 20% interest in the 80 Commitment Wells Fram Operating Fram 28 August 2012 The duration of production by the 80 Commitment Wells Onshore Oil 2P reserves

Whitewater Federal Production Unit, Piceance Basin, Mesa and Delta Counties

204

Colorado USA Rex US Operating

110
Direct 20% interest in the 80 Commitment Wells Direct 20% interest in the 80 Commitment Wells Fram Operating Fram 28 August 2012 The duration of production by the 80 Commitment Wells

Drilling of Development the 80 Commitment Wells within 24 months from the date the first well is spudded Production expected in 4th quarter of 2013 Onshore Oil 2C contingent resources Drilling of Appraisal the 80 Commitment Wells within 24 months from the date the first well is spudded Production expected in 4th quarter of 2013

Williston Basin, Renville and Ward Counties

39

North Dakota USA

Rex US Operating

GENERAL INFORMATION ON OUR GROUP

Contract area

Size (sq km) Operator Field type

Region

Group company holding concession and/or licence Interest acquired from Onshore/ Offshore Type of reserves/ resources

Group companys direct interest in the concession and/or licence Date of initial investment/ Date of concession and/or licence award Term

Our Companys effective interest in the concession and/or licence

Plans and programmes

Status

Middle East 100% 38.4% Hibiscus Oilfield Second term three (3) years Upon declaration of commerciality (DOC) 20 years with rights to request for renewal for an additional five (5) years 100% 65% Hibiscus Oilfield 6 June 2011 Initial term three (3) years Upon DOC 20 years Government of Ras alKhaimah (as represented by Rakgas LLC) Offshore Oil Prospective resources Drilling of first well by first half of 2014 Exploration Government of Ras alKhaimah (as represented by Rakgas LLC) 24 May 2010 Initial term three (3) years Offshore Oil Prospective resources Drilling of first well in early 2014 Exploration

RAK North Concession

300

Dahan Emirate of Ras alKhaimah UAE

111

Sharjah Concession

1,600

Emirate of Sharjah UAE

Zubara

GENERAL INFORMATION ON OUR GROUP

Contract area 100% Second term two (2) years 65% Hibiscus Oilfield Government of Ras alKhaimah (as represented by Rakgas LLC) 10 April 2012 Initial term 18 months Onshore Oil

Size (sq km) Operator Field type

Region

Group company holding concession and/or licence Interest acquired from Onshore/ Offshore Prospective resources Type of reserves/ resources

Group companys direct interest in the concession and/or licence Date of initial investment/ Date of concession and/or licence award Term

Our Companys effective interest in the concession and/or licence

Plans and programmes Drilling of first well by end 2014

Status Exploration

RAK Onshore Concession

886

Baqal Emirate of Ras Al Khaimah UAE

112
100%(1) Hibiscus Oilfield 28 February 2011 41.6%(1) Initial term three (3) years Second term three (3) years Upon DOC 20 years with rights to request for renewal for an additional five (5) years Government of the Sultanate of Oman (as represented by the Ministry of Oil and Gas)

Upon DOC 20 years with possible extension for an additional five (5) years Offshore Oil Prospective resources Drilling of two (2) wells in 2013 Exploration

Block 50 Oman Concession

16,903

Masirah Bay Oman

Masirah

GENERAL INFORMATION ON OUR GROUP

Contract area

Size (sq km) Operator Field type

Region

Group company holding concession and/or licence Interest acquired from Onshore/ Offshore Type of reserves/ resources

Group companys direct interest in the concession and/or licence Date of initial investment/ Date of concession and/or licence award Term

Our Companys effective interest in the concession and/or licence

Plans and programmes

Status

Norway(2) 12.5% 8.1% Lotos Exploration and Production Norge AS Norwegian Petroleum Directorate 23 January 2009 Upon DOC Offshore 10 years, with an option to increase by a further 20 years Oil Oil Prospective resources Drilling of three (3) to five (5) wells in 2013 and 2014 Exploration

PL503/ Valberget

978

North Sea Norway

Lime Petroleum Norway

PL503B/ Valberget

433

North Sea Norway

Lime Petroleum Norway

12.5 Norwegian Petroleum Directorate

8.1%

Lotos Exploration and Production Norge AS

4 February 2011

Upon DOC Offshore 10 years, with an option to increase by a further 20 years Upon DOC Offshore 10 years, with an option to increase by a further 20 years

Prospective resources

Exploration

113
5.0% 3.3% Edison S.p.A. Norwegian Petroleum Directorate 3 February 2012 5.0% 3.3% Lotos Exploration and Production Norge AS Norwegian Petroleum Directorate 23 January 2009

PL616/ Skagastl

333

North Sea Norway

Lime Petroleum Norway

Oil

Prospective resources

Exploration

PL498/ Skagen

278

North Sea Norway

Lime Petroleum Norway

Upon DOC Offshore 10 years, with an option to increase by a further 20 years

Oil

Prospective resources

Exploration

Notes: (1) Upon successful discovery in Oman, the Government of the Sultanate of Oman has an option of up to 25.0% of the participating interest in the Block 50 Oman Concession. Accordingly, our Companys effective interest in the Block 50 Oman Concession may be reduced to no lower than 31.2%. (2) Pursuant to an agreement between Lime Petroleum Norway and North Energy, North Energy assigned the relevant participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in or around July or August 2013 with another two (2) concessions of equivalent size. As such, the two (2) licences are not reflected in the table above.

GENERAL INFORMATION ON OUR GROUP

Our Group may from time to time participate in new concessions and/or licences. We seek to partner in new concessions and/or licences where seismic data on these concessions and/or licences is already available. This will translate into greater cost savings for our Group as we will then not need to bear the cost of acquiring such seismic data for our analyses of the concessions and/or licences. Our Group is continually exploring new investment opportunities and we are constantly in discussions with various parties for acquisitions and strategic partnerships. Where any such opportunity becomes definitive, we will make the requisite announcements required by the relevant laws and regulations, and seek Shareholders approval, where necessary. Participation rights in the USA Introduction Pursuant to the Participation and Exploration Agreement for the 80 Commitment Wells, our Company and Loyz Oil are responsible for the implementation of a drilling plan for the wells, which are to be drilled within a period of 24 months commencing from the date the first well was spudded, being 7 May 2013. The drilling campaign will take place first within the North Dakota Concession before commencing within the Colorado Concession. Our Company, together with Loyz Oil, are jointly responsible for providing the drilling locations as well as the types of wells to be drilled. Under the Participation and Exploration Agreement, our Company and Loyz Oil shall, through our associated company, Loyz Rex Drilling, in which we hold 49% of, provide two (2) onshore drilling rigs for use and will provide funding for the drilling rigs. Risks and benefits of cost overruns or savings will be borne by our Company and Loyz Oil. We will apply Rex Technologies to define the drilling locations and the types of wells depending on the potential reservoir structures and geometry. Based on the Participation and Exploration Agreement, we will receive 20% of the net revenue derived from the drilling campaign of the 80 Commitment Wells. On 21 March 2013, we entered into a share swap with the Fram Shareholders, pursuant to which we hold 24% of the issued share capital in Fram. Accordingly, our Company will also share the benefits and liabilities of our US Concessions through Fram. Please refer to the section entitled Restructuring Exercise of this Offer Document for more information. Geography of our US Concessions Frams aggregate net interests in the Colorado Concession and the North Dakota Concession span approximately 60,102 acres (243 sq km). The Colorado Concession comprises Frams oil and gas interests in Colorado, which is primarily located in the Whitewater Federal Production Unit in Mesa and Delta counties, geologically situated in the Piceance basin. The North Dakota Concession comprises Frams oil and gas interests in North Dakota, located in the Williston basin in Renville county.

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GENERAL INFORMATION ON OUR GROUP

Figure 3: Location of our US Concessions.

Figure 4: Whitewater Federal Production Unit, Piceance basin in Western Colorado.

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GENERAL INFORMATION ON OUR GROUP

Figure 5: Frams leases in the Williston basin, North Dakota.

Current status, reserves, prospects and opportunities The US Concessions have both reserves and contingent resources and the current drilling programme is already fully funded. According to the Qualified Persons Report, the resource and reserve estimates for the US Concessions have been prepared in compliance with the reporting standards and definitions of reserves and resources as specified in the SPE PRMS. The volumetric calculations for the amount of reserves in the Whitewater Federal Production Unit and the resources in the Williston basin were based on the 19,000 acres oil-bearing part in the Whitewater Federal Production Unit and the 695 acres oil-bearing part in the South Greene field of Williston basin on which the drilling program for the US Concessions will take place over the next two (2) years. The oil reserves estimate (1) attributable to our Company in the Whitewater Federal Production Unit is as follows:
Net reserves attributable to our Company from our direct 20% interest in the US Concessions (MMBbI) 2.4 3.3 4.3

Category 1P (2) 2P
(3)

Total gross reserves attributable to the concession (MMBbI) 14.9 20.4 26.5

Net reserves attributable to our Company from our 24% interest in Fram (MMBbI) 1.7 2.4 3.1

Total net reserves attributable to our Company (MMBbI) 4.1 5.7 7.4

3P(4)

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GENERAL INFORMATION ON OUR GROUP

The oil contingent resources estimate (1) attributable to our Company in the Williston basin is as follows:
Net contingent resources attributable to our Company from our direct 20% interest in the US Concessions (MMBbI) 0.026 0.043 0.061

Category 1C 2C 3C(5)
Notes: (1) (2) (3) (4) (5)

Total gross contingent resources attributable to the concession (MMBbI) 0.16 0.27 0.38

Net contingent resources attributable to our Company from our 24% interest in Fram (MMBbI) 0.018 0.031 0.044

Total net contingent resources attributable to our Company (MMBbI) 0.044 0.074 0.105

The procedures and parameters used for reserves and resources estimation are set out in the section entitled Resource and Reserve Estimates of the Qualified Persons Report as set out Appendix E of this Offer Document. 1P: Proved. 2P: Proved + Probable. 3P: Proved + Probable + Possible. Total contingent resources are equal to 3C estimates.

Extensive work had been previously undertaken to understand the sedimentary evolution, structural setting, and the distribution of reservoir properties of the Dakota formation. The Dakota formation is the main reservoir in the Whitewater Federal Production Unit area. Studies carried out include regional surface mapping and outcrop reservoir section logging, analyses of cores and cuttings from wells and the interpretation of electric and image logs of wells. This approach allows the definition of the dimensions and stacking patterns of channel sands that are the main reservoir rocks. It has been observed that three (3) types of channel systems exist, namely stacked channels, channel systems with lateral accretion and incised valley channels, eroding into the current formation. In the Dakota formation, systems with lateral accretion are seen to be dominating. Individual channels with rippled beds are also observed. Exploration wells are typically drilled down to the base of the Mancos and a core is then allowed to run through the entire length of the Dakota formation into the underlying Cedar Mountain formation. Production wells are typically drilled at a high-angle through the Dakota formation, terminating either at the base of the Dakota formation or at the very top of the underlying Cedar Mountain formation. In respect of the Williston area, geological data from wells and adjacent fields have also been utilised to identify reservoir intervals and preserved porosities and permeabilities of (a) grainstones without matrix; (b) packstones with matrix but porosities stemming from dissolved fuels; and (c) shallow water algal mats. For exploration and production wells, a well is drilled to the chosen reservoir which, depending on location, is either the Bluell formation or the Sherwood formation, or both. A core is then taken from the reservoir formation and examined at the surface and sent off for laboratory analysis.

117

GENERAL INFORMATION ON OUR GROUP

We began our drilling operations in North Dakota on 7 May 2013 and intend to drill our 80 Commitment Wells in the 24 months following this spudding. The table below sets out our tentative drilling plan in the US Concessions, which may be subject to changes during the progress of our operations.
Plan for exploration and development of wells Whitewater Federal Production Unit Williston basin Total number of planned wells

2013 26 4 30

2014 35 5 40

2015 9 1 10

Total 70 10 80

Our Group constantly evaluates the operations and adjustments made to our work plans based on our on-site findings and experience. The forecasted aggregate end-of-year oil production per day at the Whitewater Federal Production Unit and the Williston basin attributable to Fram, Loyz Oil and Rex US Ventures under the Participation and Exploration Agreement is set out in the table below, which is also set out in the Qualified Persons Report.
Production (bpd) Whitewater Federal Production Unit Williston basin Total production 2013 1,320 209 1,528 2014 2,928 410 3,338 2015 2,936 328 3,264

Based on the above projected production schedule, the current reserves of the Whitewater Federal Production Unit and the current resources of the Williston basin can be extracted beyond 30 years and 10 years respectively. The above production schedule is based on various assumptions made by our Group including the anticipated planned further drilling by Fram and there is no assurance that our Group will be able to achieve the above production estimates due to a variety of reasons including but not limited to, delays in the implementation of certain operational processes and lower than estimated recovery rate. Please refer to the section entitled Risk Factors Risks relating to our Groups business Our future cash flow, results of operations and financial position will be affected if we fail to achieve our production estimates of this Offer Document for details. Concessions rights in the Middle East Introduction Our Middle East Concessions are held through Lime Petroleum Plc in which we hold a shareholding interest of 65%. Please refer to the section entitled Group Structure of this Offer Document for information on our effective interests in the Middle East Concessions.

118

GENERAL INFORMATION ON OUR GROUP

The RAK North Concession is located on the west coast of Ras al-Khaimah, in the east of the Persian Gulf. It is demarcated in Figure 7 of this Offer Document, covering an area of 300 sq km and encompasses the Saleh field, which has been producing oil and gas for the past 23 years. The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras al-Khaimah. The Sharjah Concession spans 1,600 sq km on the east coast of Sharjah. The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east coast of the Sultanate of Oman.

Figure 6: Our Groups Portfolio in the Middle East.

The Middle East Concessions are governed by exploration and production sharing agreements and a concession agreement, which sets out the rights and obligations of the parties under the respective agreements. Please refer to the table in General Information on our Group Business Activities of this Offer Document for more information on our interests in the Middle East Concessions and the length of the terms to which we have rights in each Middle East Concession. The Middle East Concessions are managed by Hibiscus Oilfield under the terms of the PMTSA. Hibiscus Oilfield is a wholly-owned subsidiary of Hibiscus Petroleum, which holds the remaining 35% interest in Lime Petroleum Plc. Pursuant to the PMTSA, Lime Petroleum Plc shall pay project management fees to Hibiscus Oilfield on an actual cost basis plus a margin of 7% every month for the provision of project management and technical services by Hibiscus Oilfield to Lime Petroleum Plc.

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GENERAL INFORMATION ON OUR GROUP

Geography of our Middle East Concessions RAK North Concession The RAK North Concession is located on the west coast of Ras al-Khaimah in the east of the Persian Gulf. It is demarcated in Figure 7 of this Offer Document, covering an area of approximately 300 sq km and encompasses the Saleh field, which has been producing oil and gas for the past 23 years. The main reservoirs in this block are the mid and lower Cretaceous carbonates deposited on the Arabian platform. The petroleum system in this block is similar to some of the main trend found in the Arabian Gulf area.

Figure 7: RAK North Concession, Prospect and Lead Outlines.

RAK Onshore Concession The RAK Onshore Concession covers an area of 886 sq km in the southern region of Ras al-Khaimah. This block is located near the eastern edge of the Arabian carbonate platforms and hosts the relevant reservoirs and hydrocarbon source system. The structural geology is affected by the formation of the Oman Mountains, which results in traps situated in a complex thrust tectonic situation.

120

GENERAL INFORMATION ON OUR GROUP

Figure 8: RAK Onshore Concession, Main Fault, Wells and Lead Outlines.

Sharjah Concession The Sharjah Concession spans approximately 1,600 sq km on the east coast of Sharjah. This block is in a virgin petroleum province, forming a part of the northern Sohar basin. The main projected reservoirs are the mid tertiary slope fans fed from the main land or carbonate build-ups. Source rock intervals have been defined in wells located north of the block.

121

GENERAL INFORMATION ON OUR GROUP

Figure 9: Sharjah Concession Oligocene Carbonate Prospect.

Block 50 Oman Concession The Block 50 Oman Concession covers an area of 16,903 sq km and is situated in the south east coast of the Sultanate of Oman, where the sedimentary basin includes the Cretaceous and Jurassic carbonate platform reservoirs as well as pre-cambrian carbonates and sandstones. The basin is separated from the inland oil producing basins by a long standing basement high. The eastern part of the block is covered by a thick layer of overthrusted mixed rocks of deepwater origin, so called melange.

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Gravity anomalies Block 50 Oman

Figure 10: Image resulting from the use of Rex Gravity, showing gravity anomalies to the west of the southern tip of Masirah in Oman.

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Figure 11: Image produced by Rex Seepage, showing the presence of leaking hydrocarbons to the south of Masirah, Oman.

Current status, prospects and opportunities We intend to start exploratory drillings in our Middle East Concessions. We have planned to drill two (2) wells in the Block 50 Oman Concession in 2013. Contingent upon positive well results from the drilling operations, we may consider drilling additional exploration or appraisal wells in 2014 and 2015 in Oman. We intend to drill our first exploration well in the Sharjah Concession by the first half of 2014. If reserve estimates warrant, we will consider preparing a field development plan and to enter into exploration and production sharing agreements as opposed to selling off the oil in the ground. In respect of the RAK North Concession, we have identified several good prospects and plan to drill the first well by early 2014. In case of a discovery, we will undertake a commercial evaluation to decide and implement further exploration and development plans. These plans may include immediate commercial development or an appraisal well for the sale of oil in the ground. Additional surveys will be carried out in respect of the RAK Onshore Concession to which we will obtain new seismic information on, and exploratory drilling is intended to commence in 2014 should the evaluation of the RAK Onshore Concession be deemed positive.

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Our Group intends to farm-out part of our equity in the Middle East Concessions, and we have entered into discussions with some potential investors. We will carry out the aforementioned scheduled spudding of the Middle East Concessions with such additional funds from the farm-outs. All our activities in the Middle East Concessions are performed to increase their value. In line with our strategy, we intend to retain the flexibility of selling our interests in the concessions at suitable timings at any part of the exploration and production value chain. Licence rights in Norway Introduction On 17 April 2013, Lime Petroleum Norway entered into an agreement with North Energy, a company listed on the Oslo Stock Exchange, whereby North Energy assigned certain of its participating interests in six (6) Norwegian licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these concessions in or around July or August 2013 with another two (2) concessions of equivalent size, Lime Petroleum Norways participating interest in each Norwegian Licence ranges from 5.0% to 12.5%. The Norwegian Licences cover an aggregate area of approximately 2,022 sq km. We utilise Rex Technologies to carry out proprietary geophysical data processing on the Norwegian Licences together with traditional geological and geophysical exploration work processes. We believe that the proprietary processing of seismic data will be able to enhance the chances of discovering commercial quantities of hydrocarbons in Norway. Our Company extended our collaboration with North Energy in 2Q 2013 whereby we have the right, but no obligation, to 50% of any licence which North Energy has title to, pursuant to screening and processing of the geological and geophysical data of these licences with the use of Rex Technologies. We will have the discretion to decide which licences we wish to participate in further to which we will invest in the drilling operations of these licences. Our decision to participate in a certain licence will be based on traditional geological and geophysical exploration work processes coupled with data interpretation from the use of Rex Technologies, which has been agreed between Rex Technology Management and North Energy, and will be at no cost to our Group. Our long-term objective is to co-operate with prominent and established partners such as Grupa Lotos SA, Edison S.p.A and North Energy in the development, management and operation of our Norwegian Licences. Our activities in Norway are subject to a reimbursement in respect of development costs which amount to approximately 78% of our total expenses in Norway, which further minimise our financial risk in the Norwegian Licences. Geography of our Norwegian Licences Of the four (4) licences in which we have an interest, two (2) are located in the southern region of the North Sea, in Central Graben with Ekofisk and Valhall as the best known oil fields in that area. Two (2) of our licences lie 45 kilometres south-east of the famous recent discovery of Johan Sverdrup at the latitude of Stavanger.

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PL 503 & PL503B Valberget

PL 498 Skagen PL 616 Skagastl

Figure 12: Location of our Norwegian Licences(1). Note: (1) Pursuant to an agreement between Lime Petroleum Norway and North Energy. North Energy assigned the relevant participating interests in six (6) Norwegian Licences to Lime Petroleum Norway for a consideration of NOK 28,233,000 (approximately US$4.9 million). Lime Petroleum Norway intends to replace two (2) of these licences in or around July or August 2013 with another two (2) concessions of equivalent size. As such, the two (2) licences are not reflected in the diagram above.

Current status, prospects and opportunities On 8 February 2013, our subsidiary, Lime Petroleum Norway, obtained pre-qualification status as a licensee in Norway. Our operations in the Norwegian Licences are in the preliminary exploration stages and we have not commissioned an independent assessment of the resources in the Norwegian Licences.

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We intend to participate in a greater number of screenings for potential licences, and apply for additional licences by the end of 2013. The first well in Norway is estimated to be drilled in late 2013 or early 2014. Exploration Process Our exploration process is divided into three (3) main stages, namely, detection, prospect definition and characterisation and reservoir verification. The following sets out the workflow involved in arriving at the exploration decision on a certain area.

Detection: Data acquisition (gravimetric, infrared, seismic)

Detection: Raw data processing

Detection: Review by geological and geophysical experts

Reservoir verification: Exploration decision

Prospect definition and characterisation: Detailed data processing

Prospect definition and characterisation: Area selection for further detailing

Detection Detection of oil and gas in a region, country or concession occurs in three (3) steps, namely, anomaly detection, oil presence identification and geological outlining. With data which we acquire from third parties, we process the raw data and carry out anomaly detection through the use of Rex Gravity, which detects possible hydrocarbon accumulations through use of satellite altimetry and bathymetry. Rex Gravity relies on density differences between hydrocarbons and the surrounding crust to detect anomalies. Oil presence identification is done with Rex Seepage, which verifies hydrocarbon presence at sea surface through the use of thermal imagery satellite information. Oil seepage is a natural occurrence from the sea bed due to tectonic plate movement. Leaking oil in the sea bed rises to the water surface creating thin oil layers. These layers absorb and emit solar energy differently from surrounding water and these differences can be measured. Traditional oil seepage imaging is difficult to interpret due to factors such as, for example, currents or man-made oil leaks and the satellite must also be able to capture the oil slick before it is spread out over a large area. Rex Seepage is advantageous as it is unaffected by timing, is highly sensitive and as a result, is more effective than traditional seepage imaging technologies. These steps are carried out together with geological outlining done through interpretation by geologists and geophysicists. Studies and surveys compiled include information on the changes in Earths gravitational and magnetic field that could indicate the presence of oil or gas.

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Prospect Definition and Characterisation We carry out prospect definition through detailed data processing with the use of integrated 2D, 3D seismic surveys in more specific areas for further detailing. Sound waves are sent into the ground and depending on the different rock layers, these sound waves are reflected back at different time intervals. This allows us to determine how deep the reflecting layers of rock are. The recorded seismic data is processed real-time and interpreted by programmes which map out estimated images of the underlying surveyed rock layers which may reveal oil and gas prospects. Reservoir characterisation is carried out with Rex Virtual Drilling, which based on advanced seismic data analysis, can accurately visualise and predict the location of liquid hydrocarbons in the sub-terrain. Rex Virtual Drilling significantly increases the ability to detect hydrocarbon reserves and significantly reduces the duration of, as well as the risks and costs involved in the exploration process. The tool also permits volumetric calculations of the reservoir as well as some quality aspects of the oil in the ground. Reservoir Verification Once all ground level analysis has been completed, reservoir verification is done through exploration drilling after an exploration decision has been made. An exploratory well is drilled to determine whether oil or gas exists in a given location. Various instruments are then used to collect data on the rocks and fluid layers beneath ground level for further analysis. This is done by way of running a core through selected portions of the exploration well. A quad-combo logging suite may be run in and logs acquired for evaluation. If the core reveals presence of a good quality reservoir along with evidence of hydrocarbons, the prospective zone is then perforated and tested. Upon the completion of all the aforementioned steps, we will then determine whether extraction of the available oil and gas at a reservoir is commercially viable. Production Process After the locations to commence oil and gas production are determined, we will implement a plan to optimise production rates efficiently and economically. Drilling rigs are set up either on land or on floating platforms for onshore or offshore production respectively. An oil well is drilled, and contingent upon the success of finding oil, may be completed to prepare for production. Once a commercial oil production in the well has been confirmed and the well completed, the drilling rig will be removed and equipment for extraction, separation, storage and transportation facilities will be set up. As oil and gas is produced, it is treated and put in intermediate storage for pick-up by the off-take company or delivered directly into the pipeline. Oil is transported in pipelines if available or collected in interim storage facilities for transport to a refinery. Post-Production Once a well is deemed to have reached the end of its production life based on given economic conditions, the well plugging and abandonment process is initiated.

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Equipment installed for the purposes of oil and gas production are dismantled and removed. Drilling sites are restored and roads and facilities may be removed as defined by the abandonment programme. TECHNOLOGIES Introduction Our Group has applied Rex Technologies to our exploration activities since our incorporation. Rex Technologies were developed by the founders of Rex Partners, Dr Karl Lidgren and Mr Hans Lidgren, and comprises the following proprietary innovative exploration technologies: (a) Rex Gravity is used to detect possible hydrocarbon accumulations through use of satellite altimetry and bathymetry to map out hydrocarbon prospects. Rex Gravity relies on density differences between hydrocarbons and the surrounding crust to detect anomalies. It is beneficial over traditional imaging technologies as it generates a high resolution anomaly map based on satellite gravity data, by compensating for water depth and additional parameters. Rex Gravity has a high correlation with known hydrocarbon accumulations and is highly cost efficient.

Figure 13: Schematic overview of how rock porosity data is measured for subsequent analysis using Rex Gravity

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Figure 14: Traditional gravity map (left) vs Rex Gravity (right) for the same geographical area

(b)

Rex Seepage is used to search for hydrocarbon presence at sea surface through the use of thermal imagery satellite information. Oil seepage is a natural occurance whereby oil from the subsurface rises to the seabed and floats up to the water surface as oil sheen. Through advanced analysis of sea surface temperature and thermal infrared spectrum emitted from the top ocean layer, an indication of increased likelihood of a hydrocarbon reservoir in the sea bed below the ocean can be established. As thin oil layers absorb and emit solar energy differently from sea water without oil sheens, this difference can be detected by satellite infrared sensors and the information can be used to create maps of hydrocarbon leaking areas offshore. The advantage of Rex Seepage as compared to traditional imaging technologies is that it produces high resolution images and these images are obtained through a much larger set of satellite images taken at frequent intervals and over many years, unlike traditional seepage imaging technologies which typically only capture oil seepages in one or a few images per area of interest. This allows Rex Seepage to be more accurate than many similar technologies in use today.

Figure 15: Schematic illustration of seepages causing oil sheen which can be detected using Rex Seepage

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Figure 16: Traditional vs Rex Seepage oil sheen data interpretation Invisible oil slicks can be imaged by taking photos of the water surface at a certain angle to the sunlight.

(c)

Rex Virtual Drilling is used to detect liquid hydrocarbon accumulations using seismic data interpretation techniques. Seismic responses are interpreted and the exact location and formation of oil reservoirs can be pinpointed. The results provide information about the location of the oil reservoir, quality of oil, migration path of oil and also act as a base for volumetric calculations. Rex Virtual Drillings advantages over traditional imaging technology lies in its ability to use regular seismic data to carry out advanced seismic data analysis to accurately visualise and predict the location of liquid hydrocarbons in the sub-terrain and thereby accurately pinpoint reservoir locations, formations and size. This in turn leads to a significantly reduced need for exploration and appraisal drilling and shortened exploration time before finding oil, accordingly, reducing the duration of, as well as the risks and costs involved in the exploration process. In addition, migration paths may be observed with the use of Rex Virtual Drilling. We believe that the use of Rex Virtual Drilling provides us with the ability to see the oil in the ground which is a clear differentiation from other seismic interpretation services presently available in the market.

Figure 17: Schematic illustration of offshore seismic data acquisition. This data can subsequently be interpreted by Rex Virtual Drilling to determine the presence of oil reservoirs.

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Figure 18: 3D seismic map depicting outlines made using conventional seismic interpretation techniques versus oil reservoir visualization using Rex Virtual Drilling.

The IP Licence Agreements As at the Latest Practicable Date, we hold a licence to the right to use Rex Technologies, which has been granted by Rex Technology Management under the IP Licence Agreements. Rex Technology Management will provide the use of Rex Technologies to our Group for as long as Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates hold in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our Company. The provision of Rex Technologies by Rex Technology Management to us is on terms that are more favourable than normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Please refer to the sections entitled Interested Person Transactions Present and On-going Interested Person Transactions IP Licence Agreements between Rex Technology Management and our Group and Appendix H Letter from the Independent Financial Adviser to the Independent Non-Executive Directors of this Offer Document for more information. Results Raw data acquired is processed with Rex Technologies and after analyses are carried out, the results entail information such as the depth of the reservoir from sea level, the volume present in the reservoir and the exact location of these reservoirs. We are able to analyse and obtain such results with 2D or 3D seismic data. If 3D data is made available to us, the information we are able to obtain from the data would provide a much greater level of detail. In addition, the results will be able to accurately indicate where drilling should take place. It is important to be precise in a drilling operation and should the drilling location be inaccurate, the underlying reservoir may not be detected during drilling. With the information obtained from the use of Rex Technologies, we can make informed decisions on whether exploratory drilling should be undertaken.

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Data processed with Rex Technologies by Rex Technology Management is verified by our Company. Upon completion of the data analysis by Rex Technology Management for our Company, the analysis and a report are provided to us. Both we and Rex Technology Management subsequently discuss the results, together with geological and geophysical experts to ensure that the data is relevant and accurate. However, should we obtain corrupted primary data or if uncertainties are introduced into the raw data, errors may arise as corrupted data could be difficult to detect due to factors such as natural interference. In the case of apparent errors or data anomalies, both we and Rex Technology Management will review the case primary data again and may reprocess it as required. At any given time, we have the right to review data together with Rex Technology Management to ensure a fast and accurate interpretation process. Please refer to the section entitled Risk Factors Risks Relating to our Groups Business Our accurate utilisation of Rex Technologies is exposed to erroneous or corrupted primary data obtained from third party data providers of this Offer Document. Tests The potential of Rex Technologies is reflected in a set of blind tests carried out during 2012 and 2013. In the case of North Energy, they designed eight (8) controlled blind tests in order to assess the accuracy of Rex Technologies. Seismic information was provided for each test. North Energy did not disclose any information about the location of the seismic data or the well results, or whether or not there was presence of hydrocarbons. Based on these blind tests set out by North Energy, Rex Technologies predicted the well results which were later confirmed to be 100% accurate. Such prediction included information on whether a certain area was a dry well, and if not, the exact location of the reservoirs and the depth of such reservoir and the volume, type and porosity of oil present in the reservoir. Furthermore, Rex Technologies were used on four (4) live tests for North Energy on wells that were about to be drilled and to which no party had access to the final data as such data was not yet available. After actual completion of drilling was carried out, the predictions from the use of Rex Technologies were proven to be 100% accurate. Following the positive results of these tests, North Energy entered into a strategic long-term partnership with Lime Petroleum Norway and Rex Technology Management Ltd. We have also successfully carried out blind tests for Hibiscus Petroleum and Fram, pursuant to which we subsequently entered into our current partnerships with them. Rex Technologies has also been used to conduct several additional blind tests with 100% prediction accuracy. The following is a table setting out the results of 18 external tests conducted using Rex Virtual Drilling in the past 24 months.
Prediction using Rex Technologies HF(2) HF(2) HS(4)

Test No. 1 2 3

Type of Test Blind test(1) Blind test(1) Blind test(1)

Test Location Norway Norway New Zealand

Test results Correct and verified by testing party (3) Correct and verified by testing party (3) Correct and verified by testing party (3)

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Prediction using Rex Technologies HF(2) HF(2) 3 were HF(2), 2 were HS(4) and 3 were D(5) HS(3) D(5) D(5) HS(4) D(5)

Test No. 4 5 6 13

Type of Test Blind test(1) Blind test(1) Blind test(1)

Test Location India USA (onshore) Norway

Test results Correct and verified by testing party (3) Correct and verified by testing party (3) Correct and verified by testing party (3) Correct and publicly published information(7) Correct and publicly published information(7) Correct and publicly published information(7) Correct and publicly published information(7) Correct and publicly published information(7)

14 15 16 17 18

Live test(6) Live test(6) Live test(6) Live test(6) Live test(6)

Ras al-Khaimah Norway Norway Norway Norway

Notes: (1) (2) (3) (4) (5) (6) (7) Blind tests were based on seismic data provided by the testing party, which was aware of the results of the tests provided, and we did not have prior knowledge about the exact location from which the seismic data were taken. A hydrocarbon finding, where sufficient hydrocarbons have been proved for the well to be commercially viable. This refers to the verification of the predictions using Rex Technologies by the provider of the data as the testing party had already drilled in the area and knew the results. Such information is not available in the public domain. A hydrocarbon show, where hydrocarbons found are non-commercial due to economic unfeasibility of production. A dry well. Live tests were carried out in collaboration with our partners where we analysed seismic data using Rex Technologies prior to the start of drilling campaigns. This refers to the verification of the predictions using Rex Technologies by the provider of the data based on the drilling operations which took place after Rex Technology Management completed its seismic analysis using Rex Technologies was completed. Such information has been published by the respective governments and is available in the public domain.

From the results of the tests carried out, we believe our access to Rex Technologies will enable us to reduce our risks in the exploration and development stage. Please note that we estimate worldwide success ratios in exploration drilling using Rex Technologies to be in excess of 50%, to which our Directors are of the opinion that this is much higher than the average worldwide and industry-wide exploration success ratio of 10% to 15% which we have estimated based on the experience and knowledge of our Groups oil and gas experts in the oil and gas industry, and our future success expectations should be viewed in this context. Advantages of the use of Rex Technologies Rex Technologies is an important factor in our business strategy and our Directors are of the opinion that it is a potential game-changer in the exploration and production industry. Our Company has been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of the use of Rex Technologies. Our 134

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Directors are of the opinion that the use of Rex Technologies will mitigate exploration risks by increasing the probability of discovery, thereby enabling exploration to be completed in a shorter time frame and reducing costs involved in the exploration process as we are able to obtain seismic data analysis results in weeks as compared to the current industry standard, which may take years based on the amount of seismic data available. Our Directors are of the view that this will then translate into a shorter lead time between the commitment of investment and the subsequent proving up of reserves. The costs associated with the screening of new concessions and licences will also be considerably lower. As such, we believe that our capacity to screen for new licences will also correspondingly increase. The likelihood of drilling a dry well is reduced and as such, our Group will benefit from such cost savings and increased profitability. The average cost of drilling a well in the areas where our US Concessions are located is approximately US$1 million, approximately US$30 million to US$50 million in areas where our Middle East Concessions are located and as high as US$100 million in Norway. We believe that our access to Rex Technologies will allow us to gain several years of headstart over our competitors in the exploration and production industry. We are reliant on Rex Technology Management to continue to provide us with the use of Rex Technologies. Our successful utilisation of Rex Technologies is subject to, among others, obtaining accurate primary data. While we believe that the use of the Rex Technologies platform will significantly enhance the chances of success in locating hydrocarbons during the drilling operations, we cannot assure you that Rex Technologies will at all times deliver accurate analyses and while Rex Technologies has provided 100% accurate results in a series of tests provided by third parties, we have yet to prove the accuracy of Rex Technologies in our concessions and/or licences as at the date of this Offer Document. Please refer to the sections entitled Risk Factors Risks Relating to our Groups Business We are reliant on Rex Technology Management to provide us with the use of Rex Technologies, a set of proprietary and innovative exploration technologies developed by the founders of Rex Technology Management and our majority Shareholder and Risk Factors Risks Relating to our Groups Business Our accurate utilisation of Rex Technologies is exposed to erroneous or corrupted primary data from third party data providers of this Offer Document. We intend to leverage on our access to Rex Technologies to acquire equity stakes in various concessions and/or licences. We do not expect to generate significant revenue from the provision of Rex Technologies as a stand-alone service offering as our business model is equity participation in oil and gas concessions and/or licences. The business and profitability of our Group is not materially dependent on any other patent, grant of licence from a third party, industrial, commercial or financial contract (including a contract with a customer or supplier) or specific production process. MANAGEMENT COMMITTEE The management of our Company is intimately involved in the management of the concessions and licences in our Groups portfolio through the Rex International Technology Committee (the RIT Committee ). The RIT Committee is in charge of, among others, monitoring the work programme of our various concessions, including our Middle East Concessions. The founders of Rex Partners, Mr Hans Lidgren and Mr Svein Kjellesvik, and our Chief Technology Officer, Mrs Lina Berntsen, are on the RIT Committee. Mr Svein Kjellesvik has entered into a service contract with our Company as an executive, and our Company has nominated him to assume the position of the chief executive officer of Lime Petroleum Plc. The RIT Committee

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meets on a bi-monthly basis to assess the conditions and work progress of the concessions in our Groups portfolio, and the RIT Committee reports directly to our Chief Executive Officer, Mr Mns Lidgren. The minutes of the RIT Committee meetings are circulated to our Board of Directors. Please also refer to the section entitled General Information on our Group History of this Offer Document for information on Mr Hans Lidgren and Mr Svein Kjellesviks experience in the oil and gas industry. MANAGEMENT AND OPERATIONS Our strategy is to maintain a small but highly qualified organisation. Our Group outsources major tasks such as well engineering, drilling management, field development and production. We are currently carrying out such outsourcing through SPD Limited for our Middle East Concessions, which provides well engineering services, for the planning and delivery of the first two (2) wells in Oman. Our subsidiary, Lime Petroleum Plc, has further entered into the PMTSA with Hibiscus Oilfield, whereby Hibiscus Oilfield will provide certain project management and technical services for all operational matters. Pursuant to the terms of the PMTSA, Hibiscus Oilfield has obligations to report to Lime Petroleum Plc in respect of the performance of its services. In Norway, our subsidiary, Lime Petroleum Norway, partners with our business partner, North Energy and other established and recognised operators in the Norwegian Licences, and continue to look at further farm-in opportunities. Our US Concessions are operated by Fram Operating, which is a subsidiary of Fram. Pursuant to a joint operating agreement entered into between Rex Operating, Rex US Ventures, Loyz Oil, Loyz America Inc., Fram, Fram Federal Corporation, Fram Americas, and Fram Operating, on 26 March 2013, as amended on 14 June 2013, a three-member operating/management committee was established to supervise and direct the operations in the USA whereby each of Fram, Loyz America Inc. and Rex US Ventures have appointed one (1) representative. Each member of the operating/management committee has one (1) vote in respect of any matter which is brought before the operating/management committee. The operating/management committee will have the authority to approve, among others, the engagement of independent contractors and agents by Fram Operating, the personnel to be engaged by Fram Operating in connection with the operations carried out in our US Concessions, the work programme and budget, significant procurements and expenditures. The collective roles of our operators in the various jurisdictions where we operate include, among others, preparing and implementing work programmes and budgets, applying the relevant skills and procuring equipment, supplies and subcontracting services required to carry out operations, acquiring the necessary permits, consents, approvals and rights that may be required for our operations, and ensuring that proper measures are taken for health, safety, environment and property. We intend to further secure our interests by implementing management systems for auditing sub-contractors and partners and a system of checks and balances. This would allow our Group to retain our focus on high-value exploration activities, which would be carried out based on best practices in the geological and geophysical fields together with the use of Rex Technologies. We will carry out geophysical operations, seismic interpretation and integration of conventional

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interpretation with Rex Virtual Drilling. We have implemented checklists for our asset management within our Group and this will contribute to our control over processes such as decisions, costs and payments. INFRASTRUCTURE AND FACILITIES Our Middle East Concessions are within reasonable distance from key infrastructure such as export terminals, pipelines and gas processing facilities. Our Norwegian Licences have access to strong oil logistics, including oil transportation and treatment infrastructure, as the Norwegian Continental Shelf has a well-built and comprehensive pipeline system in place. Our US Concessions are all located onshore, and our leases are located in close proximity to existing roads. Crude processing, storage and transportation arrangements are easily accessible and can be obtained at low costs. MAJOR CUSTOMER As at the date of lodgement of this Offer Document, only our US Concessions have proven to have oil reserves. Fram has, on 22 June 2009, signed an off-take agreement with Plains Marketing L.P. for all the oil and gas produced in the US Concessions. The terms of the off-take agreement include information on the quality and crude type to be sold, details of delivery of oil and price and terms of payment. The key terms of the off-take agreement include, inter alia , the following: (i) the price of the crude oil shall be based on an arithmetic average of the daily settlement price for the Light Sweet Crude Oil prompt month contract reported by the New York Mercantile Exchange from the first day of the delivery month through the last day of the delivery month, less US$14 per barrel; (ii) payment for the oil purchased shall be made by the 20th day of the month following the month of delivery; (iii) quantities of oil delivered shall be determined from tank gauges on 100% tank table basis or by the use of mutually acceptable automatic measuring equipment; (iv) the oil delivered shall be merchantable and acceptable to the carriers involved but not to exceed 1% sediment and water; and (v) test for quality shall be made at regular intervals by the seller in accordance with recognised procedures and each party shall have the right to have a representative or independent inspector (which cost shall be shared equally between the parties) to witness all gauges, tests and measurements. Plains Marketing L.P. is part of Plains All American Pipeline L.P., a limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil, refined products, liquefied petroleum gas and other natural gas related petroleum products. Plains Marketing L.P. is listed on the New York Stock Exchange with a market capitalisation in excess of US$19 million and is expected to be our sole major customer of the oil and gas produced in the US Concessions as it is more effective for us to work with one customer in light that production at the US Concessions has not commenced and any initial production of oil at the US Concessions will not be substantial. As oil is a recognisable commodity and is easily traded, our Directors believe that they will be able to readily find buyers for the oil produced at our concessions and as such we are not materially dependent on any contract with any customer. In addition to Plains Marketing L.P., Fram may source for other viable alternative customers to sell our oil to in the future. Our Group and our associated companies are not materially dependent on any contract with any customer and none of our Directors, Substantial Shareholders or their respective associates has any interest, direct or indirect, in Plains Marketing L.P. To the best of our Directors knowledge, we are not aware of any information or arrangements which would lead to a cessation or termination of our current relationship with our major customer. 137

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MAJOR SUPPLIERS The suppliers who accounted for 5.0% or more of the total operating costs of our Group for FP2011 and FY2012 are as follows:
Percentage of total operating cost (%) FP2011 FY2012 5.9 13.8 3.8 3.1 58.1 11.4

Supplier AGR Bergen Oilfield Services AS(1) BGP Oil & Gas Services LLC Hibiscus Oilfield

Item Provision of competent persons report Acquisition of seismic data Acquisition of seismic data Provision of project management and technical services for the Middle East Concessions Engineering support in Oman Provision of Rex Technologies and professional services such as negotiating concession agreements

Petrofac E&E Oman LLC Rex Partners

(2)

19.7

8.2 2.7

Notes: (1) (2) Mr Svein Kjellesvik, our Controlling Shareholder and chief executive officer of Lime Petroleum Plc, was a director and a shareholder of Bergen Oilfield Services AS in 2011. Prior to the Restructuring Exercise, Rex Oil & Gas was owned and controlled by our Controlling Shareholders, Mr Hans Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik, and it held the rights to Rex Technologies, and provided Rex Technologies to our Group. Rex Technologies were subsequently assigned to Rex Technology Management, a wholly-owned subsidiary of Rex Partners, on 7 March 2013. Rex Oil & Gas also provided professional services such as negotiating concession agreements for our Group. Rex Oil & Gas entered into various novation deeds with Rex Partners, whereby certain assets and liabilities under its name were novated to Rex Partners. We deem our past transactions with Rex Oil & Gas as transactions with Rex Partners for the purposes of disclosure under this section.

Save for our use of Rex Technologies as provided by Rex Technology Management and as disclosed above, our business and profitability are not dependent on any single supplier, nor do any of our Directors, Substantial Shareholders or their respective associates have any interest in the abovementioned suppliers. With the exception of Hibiscus Oilfield, which we have entered into the PMTSA with pursuant to our partnership with Hibiscus Petroleum in Lime Petroleum Plc, our suppliers are chosen on a tender basis each time and factors considered in selecting our suppliers include quality, reputation, experience and cost. As such, we may not necessarily continually contract with a single supplier. To the best of our Directors knowledge, we are not aware of any information or arrangements which would lead to a cessation or termination of our current relationship with any of our major suppliers.

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CREDIT POLICY Credit Terms Offered to Our Customers As at the Latest Practicable Date, Plains Marketing L.P. is Frams only customer. Plains Marketing L.P. is required to make payment for the purchase price of per barrel of oil based on an agreed upon formula on or about the 20th day of the month following the month of delivery of the oil at the well tankage of Plains Marketing L.P.s designated transportation facilities. Credit Terms Granted by Our Suppliers There are no formal credit terms stipulated in the contracts signed between our Group and our suppliers. Payments to our suppliers are typically made based on certain milestones achieved or our agreement with the suppliers. Due to the nature of our Groups business, it is not meaningful to calculate the trade payables turnover days as the exploration expenditure of our Group is not of a trading nature and is capitalised by our Group. PROPERTIES AND FIXED ASSETS The following table sets out the properties leased by our Group as at the date of this Offer Document.
Size (gross floor area) 1,272 square feet 40 square metres 389 square feet Use of property Office premises Office premises Office premises

Lessee Our Company Masirah

Landlord Bestwise Pte. Ltd. Bait Al Reem Business Centre LLC Skyen Atrium AS

Location 6 Raffles Quay #20-07 Singapore 048580 Sixth floor of Bait Al Reem Al Khuwair, Oman Drammensveien 145A 0277 Oslo, Norway

Tenure 1 February 2013 to 31 January 2014 1 July 2012 to 30 June 2013 1 October 2012 to 30 September 2018 1 March 2013 to 31 August 2013

Lime Petroleum Norway Rex International BVI

Note: (1)

Baumgartner Frey Family Office AG

Othmarstrasse 8, 8008 Zrich, Switzerland

25 square metres

Office premises

Masirah is currently in the process of renewing the lease for its office premises which had expired on 30 June 2013.

Please also refer to the section entitled Appendix I Details of our Key Property Interests of this Offer Document for a list of the material leases entered into by Frams subsidiaries in respect of our US Concessions. Our Groups interests in our US Concessions do not imply that we have any form of leasehold interest in the land covered by our US Concessions. As at the date of this Offer Document, our associated company, Loyz Rex Drilling, in which our wholly-owned subsidiary, Rex US Ventures holds 49% of two (2) onshore drilling rigs.

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GENERAL INFORMATION ON OUR GROUP

INVENTORY MANAGEMENT As we are primarily involved in identifying and exploring crude oil, we do not maintain any inventory due to the nature of our business. The oil produced in the course of our operations will be transported promptly to our customers. BUSINESS DEVELOPMENT AND MARKETING We are able to leverage on our access to Rex Technologies to generate advantageous business opportunities. With the ability to detect hydrocarbons through the use of Rex Technologies, we are invited by third parties to utilise Rex Technologies on their concessions in return for farm-in opportunities at favourable terms and conditions which would not otherwise be offered to other similar companies. The business development and marketing activities of our Group are carried out by our senior management, including our Chief Executive Officer, Mr Mns Lidgren and our Executive Director and Chairman, Mr Dan Brostrm. Our strategies are to seek potential new partnerships and to explore the possibilities of acquiring new participating interests and entering into concession agreements thereby increasing our Groups acreage. We rely largely on the network and experience of our senior management and Directors in our business development efforts to further our Groups interests. INSURANCE As at the Latest Practicable Date, we maintain the following insurance policies to cover our Groups risks, namely, personal insurance for our employees, medical, travel, property, pension scheme coverage and directors and officers liability policies. As we commence drilling in our concessions and/or licences, we will also take up insurance to cover the risks associated with each drilling operation. Our Directors are of the opinion that the coverage maintained is sufficient for our current purposes, and will continue to review the needs of our Group from time to time. RESEARCH AND DEVELOPMENT Our Group does not carry out any research and development activities. Instead, we utilise Rex Technologies in accordance with the terms of the IP Licence Agreements in our exploration activities. Please refer to the section entitled General Information on our Group Technologies of this Offer Document for more details. LICENCES, PERMITS, GOVERNMENT REGULATIONS AND APPROVALS Our Group has obtained the relevant material licences, permits and approvals for our operations and have complied with the conditions imposed thereunder, if any. We also have the relevant rights to carry out our operations in our concessions and licence areas, subject to compliance with conditions as may be imposed under those concessions and licence rights. Please refer to the section entitled Appendix D Legal Opinions of this Offer Document for more information. The following sets out the relevant laws we and our associated companies will have to comply with for operations in our concessions and licence areas.

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North Dakota A company which intends to carry out exploration and production activities in North Dakota will have to comply with various state and federal regulations, permits and licences including application to the North Dakota Industrial Commission, Department of Mineral Resources (the Commission ) for a permit to drill. Prior to the commencement of any drilling operations, among other things, any person who proposes to drill a well for oil, gas, or injection shall submit to the Commission, and obtain its approval, a surety bond or cash bond. The permit to drill will indicate, among other things, that notice has been given to the owner of any permanently-occupied dwelling within 1,320 feet. For certain locations that are contrary to lease boundary set back requirements, the applicant must also certify that a copy of the application has been sent by certified or registered mail to all lessees and all unleased mineral owners of properties adjoining the tract which would be affected by the location exception. Unless waived by the owner, if the Commission determines that the well location is reasonably necessary to prevent waste or to protect correlative rights, the Commission may not issue a drilling permit for an oil or gas well that will be within five hundred feet of an occupied dwelling. If a drilling permit for a location within five hundred feet of an occupied dwelling has been issued, the Commission may impose such conditions on the permit as it deems reasonably necessary to minimise impact to the owner of that dwelling. The company shall also provide the surface owner written notice of the drilling operations at least 20 days prior to the commencement of the operations, unless waived by mutual agreement of both parties. In relation to exploration permits, certain local zoning or approvals may also be required, including the board of county commissioners in the town where exploration will occur, shall also be notified. Any failure to comply with conditions imposed by the Commission could result in actions taken against the operator or other parties. Colorado Prior to carrying out any drilling activities in Colorado, an operator must comply with various state and federal regulatory requirements, including the requirement that an operator which intends to carry out exploration and production activities must first apply for a certification of bond coverage by providing financial assurance. Further, a written notice would have to be provided to the surface owner and the surface owner may indicate his preference regarding any consultation. The operator also has various obligations related to surface use and, among other things, is obliged to use best efforts to consult in good faith in relation to locating roads, production facilities and well sites, and in preparation for reclamation and abandonment. An additional performance bond is required for the federal leases to ensure compliance with the Mineral Leasing Act of 1920, 30 U.S.C. 181-287, including an obligation to plug and abandon the wells and to complete the reclamation of surface. Additionally, a drilling permit from the Colorado Department of Natural Resources would then have to be obtained and all state or federal requirements complied with prior to drilling. The Director of the Colorado Oil and Gas Conservation Commission ( COGCC ) may, at the surface owners request, conduct an onsite inspection to determine whether the drilling permit should include conditions of approval to protect crop loss, land damage, or any adverse public health or environmental impacts. The Director of the COGCC may withhold approval of the drilling permit for various reasons including upon the complaint of any party with standing that the well violates any rule or regulation, or poses an imminent threat to public health or to the environment. Failure to comply with conditions imposed by the COGCC could result in the issuance of notice of violation and a subsequent commencement of an enforcement action.

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Norway In order to become a licensee on the Norwegian Continental Shelf, a company will need to be pre-qualified by the Ministry of Petroleum and Energy of Norway. When a company is pre-qualified, it is considered fit-for-licence-award, thus simplifying the process of subsequent awards of licences or approvals of licence transfers. The basic underlying requirements for obtaining pre-qualification are the ability to contribute to value creation on the Norwegian Continental Shelf and the ability to thoroughly follow up with licence commitments. The material requirements include (a) sound organisation and management; (b) technical competence (in the areas of geology, geophysics, reservoir technology, production technology and other relevant technology); (c) competence in the health, safety and environmental aspects (strict individual duty on each licensee to actively ensure that the operator and other licensees comply with statutory requirements); and (d) strong financial capability. Our subsidiary, Lime Petroleum Norway, was pre-qualified as a licensee on the Norwegian Continental Shelf on 8 February 2013. Accordingly, Lime Petroleum Norway now possesses the opportunity to participate in production licences on the Norwegian Continental Shelf. Oman In order for a company to carry out exploration and production activities in Oman, a separate exploration and production licence is not required. The exploration and production licence is covered with concession granted under the exploration and production sharing agreement (the EPSA ) entered into with the State. In addition, the company must exist validly under the laws of Oman to perform its obligations under the EPSA. This could be done by either establishing a branch of a foreign company in Oman or registering an Omani company under the laws of Oman. Accordingly, the company is required to obtain a commercial registration and licence from the Ministry of Commerce and Industry. It is also mandatory for the company to obtain membership with the Oman Chamber of Commerce and Industry. In addition, the company must obtain an environmental permit from the Ministry of Environment and Climate Affairs before it may carry out exploration and production activities under the EPSA. An Omani company is required to hold an industrial licence from the Ministry of Commerce and Industry to perform production activities. This requirement does not apply to the branch of a foreign-incorporated company. A municipality licence is required in respect of the companys physical office premises outside of the concession block. In the event the company would like to carry out any surveillance activities, it would have to apply for a surveillance licence from the Ministry of Oil and Gas. The Ministry of Oil and Gas would coordinate the permit. Accordingly the Ministry of Transport and Communication will grant a navigational permit for both airborne and seaborne navigation. Grant of these licences often requires inter-ministerial approvals. Additional location-specific permits or approvals may be required depending on the location of the works in the concession block. In addition, while it is not mandatory, it is customary for companies operating in the field of oil and gas to be a member of Oman Society for Petroleum Services. Any failure to obtain the relevant licence could result in penal and administrative action against the company. The exact nature of penal or administrative action would depend on the specific permit. This could start from fines, suspension of activities and confiscation of equipment and materials of the company. In certain cases a failure to obtain a licence could result in prosecution of the local management of the company. A prosecution leading up to conviction could result in an imprisonment sentence.

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GENERAL INFORMATION ON OUR GROUP

Sharjah and Ras al-Khaimah In order for a concession holder (the Concession Holder ) to carry out exploration and production activities in Sharjah or Ras al-Khaimah, a separate exploration and production licence is not required. The exploration and production rights and licence is granted under the Sharjah East Coast Offshore Concession Agreement entered into with the Government of the Emirate of Sharjah and the Exploration and Production Sharing Agreement entered into with the Government of Emirate of Ras al-Khaimah respectively (collectively, the Concession Agreements ). In addition, the Concession Holder must establish a place of business under the laws of the Emirate of Sharjah or the Emirate of Ras al-Khaimah respectively, and UAE federal laws, to perform its obligations under the Concession Agreements. This can be done either by establishing a branch of a foreign company in Sharjah or Ras al-Khaimah, or registering a Sharjah company or a Ras al-Khaimah company, and obtaining a commercial registration and licence from the Sharjah Economic Development Department or the Ras al-Khaimah Economic Development Department, as applicable. The Concession Holder is required to hold an industrial licence from the Sharjah Ministry of Commerce and Industry or the Ras al-Khaimah Ministry of Commerce and Industry to perform production activities. It is also mandatory for the entity company to obtain membership with the Sharjah Chamber of Commerce and Industry or the Ras al-Khaimah Chamber of Commerce and Industry respectively. In addition, the Concession Holder must obtain approvals and authorisations from both the UAE Federal Government and Emirate of Sharjah or the Emirate of Ras al-Khaimah with regards to the environmental impact and health and safety regulations. Environmental protection is regulated at a federal level by the Ministry of Environment and Water in accordance with the Federal Environment Law. The Federal Environment Law requires permits to be issued and environmental impact assessments to be undertaken in respect of oil and natural gas development projects. In relation to health and safety, a number of safety regulations have been introduced by the Federal Ministry of Labor and Social Affairs, local authorities and the civil defence (i.e. the fire service). All large industrial enterprises are required to have in place certified occupational safety officers. Additional location-specific permits or approvals may be required depending on the location of the works in the concession block. A failure to obtain the relevant licences and permits can result in penal and administrative action. The exact nature of penal or administrative action would depend on the specific permit. This could range from fines, suspension of activities to the confiscation of equipment and materials of the Concession Holder. In certain cases, a failure to obtain a licence or permit may result in penal action against the local management of the company. CERTIFICATIONS On 8 February 2013, our subsidiary, Lime Petroleum Norway, was pre-qualified as a licensee by the Ministry of Petroleum and Energy of Norway which allows us to carry out exploration activities in Norway. In order to be pre-qualified, applicants have to pass a stringent process of review where meetings and presentations take place for the applicant to present its systems, capacities, technologies, expertise and plans for development in the Norwegian Continental Shelf, which are factors that the Ministry of Petroleum and Energy consider in approving the application. In 2011 and 2012, only one (1) and two (2) companies were pre-qualified or re-qualified as licensees respectively in Norway. 143

GENERAL INFORMATION ON OUR GROUP

ENVIRONMENT, HEALTH AND SAFETY (EHS) We are committed to ensuring the highest level of safety and quality in carrying out our operations. We strive for an injury-free and safe working environment for all our employees and our safety procedures and standards are in line with industry standards and are subject to regular review. At every stage of any activity, our employees are the first line of defence against a potential incident. We ensure that our employees are given appropriate training and there are competent individuals who will be able to stop any activity where there is an unacceptable safety risk, which we believe is vital to operational safety. The safety of our employees and contractors, and the communities in which we operate is the core of our commitment to operations integrity. Excellence in safety, security and health in the workplace is a core value for our Company. We manage the risks associated with our operations through the implementation of our Operations Risk Management System ( ORMS ). The ORMS will be adapted to the local rules and regulations in each jurisdiction where we have operations in. Each of our employees and contractors accept safety as a requirement and necessity, and maintain strict compliance to our safety procedures. In addition, our contractors are subject to prequalification where we evaluate their safety performance as a key criterion. EHS Management System Our ORMS sets out our corporate requirements for the systematic and comprehensive integration of EHS issues in the management of our Groups operations worldwide. It also serves to ensure that all operations meet our Groups legal and ethical obligations, responsibilities and commitments to safety and quality. Our ORMS aims to achieve continuous improvement of our Groups EHS performance through a process of planning, implementation, monitoring and review. EHS Framework Our ORMS establishes a framework for the setting and review of our corporate EHS goals and objectives. Each of our country managers further develop these goals and objectives into more detailed local EHS management plans appropriate to the nature, scale and potential impacts of their operations in each individual jurisdictions. We expect all our employees, contractors and suppliers to be aware of and promote understanding of EHS issues in the context of our business, in conformity with ORMS. Our Company provides the necessary training for our employees to ensure that they have the knowledge and capability to conduct operations in a manner that is consistent with the principles contained in our EHS policies and ORMS. We also provide the necessary resources, advice and guidance to ensure the implementation of our EHS policies and ORMS and to ensure that communication flows freely throughout our Group.

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Health We look at health to include all physical, psychological, social well-being and organisational factors that relate to humans, technology and the organisation at all levels. We aim to create a healthy and meaningful workplace and provide support programmes and services to encourage our employees to lead healthier lives. We consider workforce and community health issues as part of our project planning and a healthy working environment is crucial in our objectives. We continually carry out risk assessments in respect of areas such as psychosocial environment, noise, ergonomics and chemical risk exposure. Process Safety Process safety focuses on, among others, preventing fires and explosions, and provides a framework for managing the integrity of our operating systems. We apply good design principles, engineering and operating and maintenance practices. Effective process safety management prevents the uncontrolled release of hydrocarbons and other hazardous substances to avoid significant incidents with potential for serious injuries and fatalities, widespread environmental impacts and property damage. Our approach focuses on reducing risks and incidents through the sound execution of our ORMS. ENVIRONMENT PROTECTION We are continually working to minimise the impact our operations have on the environment. Working with local communities and experts from leading environmental organisations help us better understand the challenges we face in our various projects. We further undertake reviews to help us improve our operations and to reduce our effect on the environment. Our environmental reviews generally relate to exploration (in respect of seismic or engineering surveys), preproduction (in respect of new facility sitings, design and construction), production (in respect of drilling and borehole workovers, the operation of existing facilities and modifications to existing facilities and operations) and post-production (site decommissioning, remediation and reclamation). We are committed to minimising the environmental effects arising from our operational activities, including exploration, drilling, production and decommissioning. As part of our environmental protection efforts, we continually strive to use minimal fresh water, energy, transportation and flaring. We are mindful about emissions, effluents and waste and have implemented programmes to ensure appropriate management of these and to work toward a general reduction of the aforementioned. We are also committed to minimising the risk of direct environmental impact from, among others, oil spills. We have taken steps to ensure that our employees have access to appropriate and immediately deployable spillage clean-up services in the event that an accident happens. Sustainable Development The overall accountability for sustainable development within our Company lies with our Chief Executive Officer and our Executive Officers. Our Chief Executive Officer and our Executive Officers set the priorities and standards in sustainable development that shape our business activities.

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GENERAL INFORMATION ON OUR GROUP

Emergency Preparedness and Risk Management Risks associated with safety, security, health and the environment are inherent in our industry. We recognise these risks and the critical role of energy supply in an emergency situation. Our Company takes a disciplined approach to business continuity planning and emergency preparedness. In order to respond quickly and effectively to operational incidents, we routinely test the trained teams at our operating sites on a range of possible scenarios, including simulated product spills, fires, explosions, natural disasters and security incidents. Corporate Social Responsibility We promote corporate social responsibility ( CSR ) within our Company and manage the impact our operations have on the society and environment. Integrated directly into our business model, CSR plays an important role in our business strategies and conduct of our business activities. We aim to implement the right policies, systems and procedures to ensure that our activities result in a positive socio-economic impact and minimise impact on the environment. Our Board of Directors and our key executives have developed a set of corporate guidelines on responsible business practice, in the form of a Code of Conduct. We also intend to appoint a Corporate Responsibility Officer to ensure that the guidelines are maintained and followed. The Code of Conduct sets out the principles by which we are guided, and describes the responsibilities we have towards our shareholders, employees, host countries, local communities and society. It is binding on everyone in our Company and an evaluation on our performance under the Code of Conduct is presented to our Board on an annual basis. COMPETITION We operate in a highly fragmented industry. In the USA, there exists several thousand exploration and production firms, while in Norway, there are 68 companies that have obtained prequalification status from the Ministry of Petroleum and Energy of Norway. In Oman and the UAE, the number of exploration and production firms is large as the industry is highly fragmented. As such, there are no companies that we can identify as our direct competitors. Our Group will face competition in obtaining new rights to explore and produce. We believe that the major competitive factors in the oil and gas industry include risk mitigation, pricing, experience, diligence and quality. Please refer to Risk Factors Risks Relating to our Groups Business We operate in a competitive environment and our growth is dependent on our ability to acquire additional concessions and/or licences and obtain and/or renew the relevant licences and permits required for our operations of this Offer Document for a discussion on the competitive factors we face in our operations that will affect our ability to successfully acquire additional concessions, licences or participating rights. However, our Group is of the view that we have a competitive advantage with Rex Technologies. As such, there are no exploration and production companies that are directly comparable to us as they do not possess the same scale of operations and technical capabilities as us. A discussion of the advantages of the use of Rex Technologies are set out in the section entitled General Information on our Group Technologies of this Offer Document.

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JOBNAME: SIP1307008_P_Blackgo PAGE: 44 SESS: 143 OUTPUT: Sat Jul 20 14:23:31 2013 /03LIVE_JOBS/Singapore/SIPO/SIP1307008_P_Blackgold_Final_CLEAN/26_general

GENERAL INFORMATION ON OUR GROUP

COMPETITIVE STRENGTHS Access to Rex Technologies to assess areas for exploration Our Group has been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of the use of Rex Technologies. The use of Rex Technologies mitigates exploration risks by increasing the probability of discovery. The use of Rex Technologies also enables exploration to be completed in a shorter time frame thereby significantly reducing costs of exploration. Our Group is able to negotiate better terms in our partnerships and acquire an equity stake in our concessions by leveraging on the use of Rex Technologies. The overall efficiency of the exploration and development process is enhanced by the use of Rex Technologies in addition to the traditional workflow. With the use of Rex Technologies, we are able to obtain seismic data analysis results much faster, which will allow us to grow our portfolio with the next 18 months. Please also refer to the section entitled General Information on our Group Technologies of this Offer Document for further information on the advantages of the use of Rex Technologies. Location of concessions and/or licences Our concessions and/or licences are located in politically stable countries with well-developed oil and gas infrastructures, which can be utilised in the exploration and production of oil and gas. Operating in a stable environment reduces any risk to our operations that may be associated with political instability, including civil wars, coups, guerrilla activities and terrorist attacks. In addition, our concessions and/or licences have access to well-developed oil and gas infrastructures including oil and gas pipelines that span thousands of kilometres. With these infrastructures in place, our Group will benefit from significant cost savings and higher price of oil-in-the-ground assets. Diversified portfolio Our Groups assets are spread out over the Middle East, Norway and the USA. This allows us to diversify our portfolio and minimise dependence on a single asset or a single jurisdiction. While our concessions and/or licences are currently located in politically stable countries, a geographically diversified portfolio spreads out any potential political or jurisdiction-related risks. Our geologically diversified portfolio allows us to focus our operations yet also reduces our dependence on a single asset. Smaller financial commitments Our Group has smaller financial commitments as compared to many of our peers in the exploration and production industry. In Norway, our operations are supported by the Norwegian petroleum fiscal system with the reimbursement of 78% of our exploration expenses every year, regardless of success in finding oil. Our subsidiary, Lime Petroleum Plc, has by attracting investors, raised approximately US$90 million to be used toward our exploration activities in our Middle East Concessions. Lime Petroleum Plc will not require any additional financing as it has sufficient funds for its current purposes in 2013. However this is subject to any delays in the project development process or price developments in the industry, as detailed in the section entitled Risk Factors of this Offer Document. Our activities in the USA also require minimal additional financial commitments due to our partnership with Fram and Loyz Oil, whereby we are able to operate our US Concessions with the provision of drilling services through our joint venture with Loyz USA. With our access to Rex Technologies, we have organised compulsory work programmes to reduce financial commitments and optimise work flow. 147

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It is an industry standard practice for exploration and production companies in the oil and gas industry to have minority interest in one of several concessions. In such cases, these exploration and production companies acquire equity in concessions that correlate to the funds committed and their minority shareholdings are subject to the will of the majority shareholders. Our Group believes that we are in a lower risk position than our peers as we have managed to build a diversified portfolio of concessions by having jointly controlled entities and maintaining a majority equity position whilst committing limited funds. Accordingly, we believe that our Shareholders will benefit from the lower risk position taken by our Group. Large equity stakes in areas with high exploration potential The aggregate area in which we hold rights to explore in our Middle East Concessions, Norwegian Licences and US Concessions is approximately 21,954 sq km. Our concessions are located in geographical regions where there are known reservoirs of oil and gas. The UAE and Oman are large crude oil producers in the Middle East. Further, our US Concessions are proven to have oil reserves and resources, and our Norwegian Licences are located in regions in Norway where several oil and gas discoveries have already been made. There is potential for successful explorations in all regions where our Group has the rights to explore. This belief is further enhanced with positive results obtained from the use of Rex Technologies in certain of our concession and licenced areas. Strong partnerships with our strategic partners We have partnered with Fram and Loyz Oil in relation to the US Concessions, and with Hibiscus Petroleum and Petroci Holding in relation to Lime Petroleum Plc, our Middle East Concessions and Norwegian Licences, and also North Energy in relation to our Norwegian Licences. Fram is an international oil and gas exploration and production company incorporated in Norway which focuses on locating commercial oil and gas assets that are undervalued or under-evaluated, in regions with stable political regimes and attractive fiscal terms using sophisticated analytical and modelling tools. Loyz Oil is a wholly-owned subsidiary of Loyz, which is a Singaporeincorporated company and is an upstream player in the oil and gas sector listed on Catalist with concessions across Asia-Pacific. Hibiscus Petroleum is a company incorporated in Malaysia and is an exploration and production entity that is listed on Bursa Malaysia. Petroci Holding is the national oil company of Ivory Coast and their involvement in our operations in Oman is their first foreign investment. North Energy is an oil company listed on the Oslo Stock Exchange with licences in the Norwegian Continental Shelf, with a particular focus on reserves in the Barents Sea. These partnerships allow us to build on our international network to source for new investment opportunities and work with funding made available to us by our partners which are financially strong and in turn reduces our Groups risk exposure. Such partnerships potentially allow us to gain an equity stake in concessions with a lower capital commitment. We are also able to build up our operations from existing working teams such as the Hibiscus Oilfield team in the Middle East, and the management of our Middle East Concessions will be carried out efficiently with the requisite experience and personnel present. Strong and experienced management team Members of our Groups management teams have experience typically ranging from 20 to 30 years. Our management team has extensive experience in the oil and gas industry and is familiar with the different phases of the exploration process in different geological settings. The strength 148

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of our team has resulted in the fostering of good relationships with the governments in the UAE, the Sultanate of Oman and Norway, which is an advantage to our Group in negotiating for better terms in our concession agreements and licences. With strong and experienced members in our management team, we are able to drive the strategic direction for our Group and create value in our Company. INDUSTRY OVERVIEW The following overview is a summary of our industry based on the industry report prepared by Fox-Davies Capital Limited as an Industry Consultant. While we believe that the information and data are reliable, we cannot ensure the accuracy of the information or data, and neither our Group, the Manager, Sponsor, Co-Placement Agents or the Underwriter nor any of our respective affiliates or advisers have independently verified this information or data. Please refer to the section entitled Appendix G Industry Report of this Offer Document for further information on our industry. Reserves It is generally accepted that oil is a finite resource and that at some point both reserves and production will decline. However, over the past 30 years, global oil reserves have continued to rise and in 2012, reserves have increased by ~3.1% to 1,520 billion bbl. The majority of the worlds reserves are located in the Middle East, in countries such as Saudi Arabia, Iraq, Iran and the UAE. Looking at the arrangement of the reserves by OPEC and Non-OPEC, OPEC member nations have 72% of the worlds reserves, while Non-OPEC nations hold 28%. As can be seen in the table below, reserves have continued to increase, despite an expansion in production. The fact that reserves have continued to rise is a reflection of the fact that there have not only been new discoveries, more than offsetting the decline in reserves due to production, but also a lowering of the threshold level over which, a field is considered economic, and the resources reclassified as reserves. Consequently, the reserves have also been increased by the application of new technologies, enhanced operations and a higher oil price environment, all of which have improved the economics of oil production.

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Global Reserves 1980 2012
bn bbl
1,600 1,400 1,200 1,000 800 600 400 200 80 82 84 86 88 90 92 94 96 Europe 98 Eurasia 00 02 Middle East 04 06 Africa 08 10 12

North America
Source: EIA

Central & South America

Asia & Oceania

Production Total global production amounted to 89.0 million bpd in 2012, up 2.0% from 2011, as 7.5 million bpd was added, more than offsetting the decline in existing production of 2.2 million bbl. While there were a number of countries that increased their production levels, the single largest contributor to the overall rise was Libya, which accounted for 13.1% of the increase in production; the development of supply over time is illustrated in the table below.
Global Production 1980 2012
mm bpd
100 90 80 70 60 50 40 30 20 10 80 82 84 86 88 90 92 94 96 Europe 98 00 02 04 06 Africa 08 10 12 North America
Source: EIA

Central & South America

Eurasia

Middle East

Asia & Oceania

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Demand Oil is used in a wide range of applications, but its principal use, accounting for approximately 63% of demand in the Organisation for Economic Co-operation and Development ( OECD ) nations is as a transportation fuel, while in Non-OECD nations, this figure falls to 50%. Demand in 2012 was ~89 million bpd, up 2.0% on 2011s demand of ~87 million bpd. The US is the largest single consumer of crude oil (~21%), followed by China (~11%) and Japan (~5.3%). Non-OECD nations have grown markedly since 1980, albeit from a relatively low base. Non-OECD oil demand has grown 454% from ~8 million bpd in 1965, to ~42 million bpd in 2012, growth of 425%; in contrast, the OECDs oil demand has grown from ~23 million bpd in 1965, to 47 million bpd in 2012, growth of ~103%. While growth in the Non-OECD nations has undoubtedly been driven by growing economic activity, the impact of gentrification of the middle and working classes on the overall demand scenario is becoming more prevalent. This is demonstrated by the fact that specific oil demand, measured as barrels per capital (bbl/capita), for OECD nations, has fallen by 14% to ~14bbl/capita, while for Non-OECD nations it has grown 3% to 2.7bbl/capita.

Global Demand 1980 2012

mm bpd
120

100

80

60

40

20

80 82 84 86 88 90 92 94 96 Europe 98 Eurasia 00 02 Middle East 04 06 Africa 08 10 12

North America

Central & South America

Asia & Oceania

Note: 2012 unaudited

Source: EIA

Oil Price The US average wellhead or first purchase price of crude provides details of oil prices since the 1860s. In recent years, the oil price has strengthened significantly from 2000, from approximately US$30/bbl, to current prices ~US$100/bbl. A number of commentators have highlighted the increasing supply/demand deficit uncertainty as the main reason behind the recent rise oil prices. The recent trend in oil prices suggests that the global oil market has entered a period of increased scarcity. The origins of this scarcity can be traced to the increase in new demand, which has been driven by growth in Non-OECD nations, against a backdrop flat to modestly declining production. 151

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Historically this had been deemed as acceptable by the oil markets, due to fact that there was believed to be sufficient spare production capacity in the global system. However, at current levels, there is believed to be limited spare production capacity, as refining technology (such as upgrading heavier fractions to lighter fractions) and production capacity are approaching their respective limits). In addition to the supply/demand balance, the rise in oil price has been exacerbated by a number of additional factors, such as the rising geopolitical tensions in the Middle East, the increasing costs of production as well as the increased participation of commodity traders and speculators in the marketplace.
Historical Oil Prices 1861 2013
$/bbl (dollars of the day)
120

100

80

60

40

20

1840

1860

1880

1900

1920

1940

1960

1980

2000

2020

2040

Source: EIA, BP Statistical Review of World Energy June 2012 and Bloomberg NOTE: Prices US wellhead until 1984, Brent thereafter.

PROSPECTS The following information is a summary of our prospects based on the Industry Report prepared by Fox-Davies Capital Limited as an Industry Consultant. While we believe that the information and data are reliable, we cannot ensure the accuracy of the information or data, and neither our Group, the Manager, Sponsor, Co-Placement Agents or the Underwriter nor any of our respective affiliates or advisers have independently verified this information or data. Please refer to the Industry Report as set out in Appendix G Industry Report of this Offer Document for more information regarding the prospects of the oil and gas industry. Production Outlook The IEA reported that global oil production in February 2013 increased by 90 thousand bpd to 90.8 million bpd, led principally by a 150 thousand bpd increase in OPEC production. Increased Iraqi supply was the main factor behind the growth in OPECs production gain. 152

GENERAL INFORMATION ON OUR GROUP

Demand Outlook Commensurately, IEA, in its Medium-Term Oil Market Report 2012, expects demand to grow annually at between 0.7 million bpd to 1.3 million bpd between now until 2017, with demand driven by increased utilisation of transport fuels resulting from the continued growth in Asian markets. Demand in OECD countries is expected to continue its decline from highs in 2005. However, this is expected to be more than offset by growth in Non-OECD countries, especially those in Asia, which is expected to account for 70% of that increase. The transportation sector is the key to future oil demand growth as there are limited options to switch out of existing liquid fuels switching possibilities in this sector. This is expected to be exacerbated by the increased gentrification of the Non-OECD nations, as higher disposable incomes result in greater demands for mobility. According to OPECs World Oil Outlook 2012, the low price elasticity, together with, the presence of a large tax buffer in many countries, limits the impact upon demand of the higher oil price. While overall demand for oil is expected to increase, not least due to improving economic activity, this is expected to be offset to some extent by a number of other factors that are expected to impact demand for oil, such as the replacement of oil resulting from technological developments and the dash for gas in power generation. Oil Price Outlook The immediate outlook is dominated by the aftermath of the financial crisis and the on-going struggles related to the global economic recovery. The main focus is currently on the Euro-zone debt crisis. The uncertainty over the future of the Euro, especially given the political turnaround in some countries regarding the acceptability of austerity measures, is one of the factors that play into the industrys thinking. While debt levels and budget deficits are generally falling, OPECs World Oil Outlook 2012 highlighted that growth expectations are being repeatedly revised downwards and doubts remain as to the ability of the region to manage its sovereign debt. The severe austerity measures put in place have also adversely impacted growth prospects, with the risk of entering into a vicious circle and snowballing effect. It should also be noted that the debt crisis in the Euro-zone has negative implications for growth prospects elsewhere, in particular through strong trade inter-linkages. The fundamental supply/demand balance will, however, be counter balanced to some extent by heightened geopolitical tensions. In the absence of any significant changes, both EIA and OPEC expect, in the near-term, for prices to decline as 2015 approaches. EIA estimates that the oil price will decline to approximately US$95/bbl by 2015. In the longer-term, however, industry commentators such as EIA, IEA and OPEC point towards declining production from existing fields being replaced by higher cost production, as the main reason for their assertion that prices will then steadily climb to approximately US$165/bbl beyond 2015. BUSINESS STRATEGIES AND FUTURE PLANS Positioning as a leading independent exploration and production company Our competitive advantage is a combination of our management teams extensive industry experience and our use of technology to successfully identify potential reservoirs in a shorter time and with higher accuracy, resulting in significant cost and time savings. With this advantage, we intend to carry out more exploration work to identify new resources, proving the value of potential reservoirs and selling the resources discovered, and to continue building and strengthening our market position to emerge as a leading independent exploration and production company. 153

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Increase value through seeking new concessions and/or licences We seek to actively market our strengths and continually keep a lookout to identify attractive entry opportunities in our industry. We aim to build a balanced portfolio with a robust mix of both onshore and offshore exploration and production concessions and/or licences in new geographic areas to mitigate any potential risks that may in future arise in relation to certain jurisdictions or certain assets. We further intend to focus on acquiring under-evaluated and under-valued concessions in geographically independent jurisdictions with favourable fiscal regimes. Our strong partnerships with strategic investors will expose us to increased sources for new investment opportunities and our experienced management team will be able to identify viable growth opportunities. Our Group intends to maximise our expertise and relationships for this purpose. Further, our Group seeks to enter into new concessions and/or licences where initial seismic data on these concessions and/or licences is already available. This will translate into greater cost savings for our Group as we will not need to bear the cost incurred in acquiring such seismic data for our analyses, nor be subject to the long lead-times of acquiring such data. We aim to work with partners that have access to opportunities and are willing to shoulder the initial costs for the application of Rex Technologies. This business strategy is expected to enable our Group to enjoy sustainable and credible growth in its concession portfolio with minimal financial commitments. We have earmarked approximately S$15.7 million of the proceeds from the Invitation for investment in new oil and gas opportunities. Partial farm-out of ownership in concessions and/or licences to new partners We may farm-out our ownership in certain of our concessions and/or licences to strong strategic partners in return for funding. This will lower our risk profile and also enable us to obtain additional funding while keeping our level of debt low, which in turn will limit our financial exposure. Additionally, we may consider spinning-off our mature assets once we have identified the prospective resources in these assets as part of renewal of capital for our exploration activities and to unlock value in our assets for our Shareholders. Expansion through acquisitions and strategic partnerships As part of our Groups long-term growth strategy, we may expand through acquisitions of concessions and/or licences with potential value across the exploration and production process. We aim to utilise Rex Technologies to identify concessions and/or licences that have the potential to produce more than 50 million barrels of oil. This will aid us in rapid exploration decision processes and prospect analyses. Should we carry out any acquisitions, we will do this with the intention to develop and maximise the potential of these concessions and/or licences and grow our business. We may also enter into strategic partnerships as we have done in relation to our US Concessions, to work with strong corporations that can present benefits to our Group. We continually build on our network and hold discussions with various parties with the intent of acquisitions and strategic partnerships to source for new investment opportunities and to handle operational challenges.

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Future Plans As part of our strategy, our Group intends to leverage on our access to Rex Technologies to obtain opportunities for expansion. With our focus on identifying reservoir prospects, we will continue to work with experienced players in the industry who will lend their expertise and resources in our operations. We seek to forge strong relationships with current partners, and to continue to approach potential partners in new geographies with an aim for growth. Our Group has spudded our first well in the North Dakota Concession on 7 May 2013 and intends to commence drilling in several of various other concessions and/ or licences within the next 18 months. Our future plans for the next 18 months in the various areas where we have a presence are set out below. Please also refer to the section entitled General Information on our Group Business Activities for further information on the prospects and opportunities in our concession and licence rights. USA Drilling at our North Dakota Concession has commenced and we will drill 80 Commitment Wells within 24 months of such commencement. We are continually identifying and optimising best possible locations for the 80 Commitment Wells through geological and geophysical information coupled with the use of Rex Technologies. We expect to commence production towards the end of the year. Our expected capital expenditure for our activities in our US Concessions is approximately US$18.4 million over the 24-month drilling period. These sums will be used primarily for drilling, data gathering and evaluation as well as surface facilities allowing for a well to be set into production. The current drilling programme is already fully funded. We are simultaneously looking into other potential opportunities in the USA after completion of the current drilling programme. We are further reviewing opportunities in the Caribbean, where Fram also has further operations. Middle East Plans for exploratory drilling in our Middle East Concessions are in place for 2013 and 2014. Our Group intends to farm-out part of our equity in certain of our Middle East Concession Companies, including Zubara, which holds the Sharjah Concession, in turn for funding to progress with further drilling. We intend to drill two (2) wells in Oman in 2013, and our first well in the offshore areas of Ras al-Khaimah by early 2014, and extensive plans for drilling are currently being implemented. We have further planned to drill a first exploration well in Sharjah by first half of 2014. Contingent upon positive well results from the drilling operations, we may consider drilling additional exploration or appraisal wells in 2014 and 2015. Additionally, we will continue to obtain seismic information on our RAK Onshore Concession, and should we have positive results with the use of Rex Technologies, we may decide to spud our first onshore well in Ras al-Khaimah by the end of 2014. We foresee that additional capital expenditure may be required for our Middle East Concessions in the drilling of more wells and the development of new opportunities. We have earmarked approximately S$12.4 million of the proceeds from the Invitation to be used for drilling in the Middle East Concessions.

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GENERAL INFORMATION ON OUR GROUP

Norway Our subsidiary, Lime Petroleum Norway, will continue to participate in the screening of potential licences in partnership with North Energy. We intend to apply for a further eight (8) to 12 licences by the end of 2013, and we estimate that our first exploration well in Norway in our existing acreage will be drilled in 2014. We intend to participate in the drilling of three (3) to five (5) new offshore exploration wells within the next 18 months, such locations to be determined by the results of our screening of various locations. We have earmarked approximately S$23.6 million of the proceeds from the Invitation to be used for drilling exploration wells in the Norwegian Concessions. Western Europe We seek to grow our presence in Western Europe with a particular focus on the United Kingdom and Germany, which both have a long tradition of oil production. A growth in this region would supplement our activities in Norway. Asia-Pacific Our presence in Southeast Asia is represented by our joint venture entity with Hibiscus Petroleum, HiRex. We have begun screening potential drilling locations in mature field and exploration opportunities in Malaysia, Australia, New Zealand, Cambodia, Vietnam, Myanmar and the Philippines. We expect to secure interests in five (5) to six (6) licences in the next 18 months as the result of a large seismic data screening process to be undertaken during 2013 and 2014. As at the date of this Offer Document, we are evaluating certain investment opportunities internally. Coupled with the active drilling programme being planned for our current concessions and/or licences, we expect high growth in our concession and/or licences portfolio over the next 18 months. On 26 June 2013, our subsidiary, Rexonic, entered into two call option agreements with Ogsonic AG, a production technology company in the oil services sector, which has developed and owns a technology for well stimulation, which is complementary to our activities in the exploration and production industry. The call options allow us to acquire an interest in a joint-venture entity with Ogsonic AG of up to 50% and upon execution of the call option, we will enter into a shareholders agreement to regulate the affairs of the joint-venture entity. Pursuant to Rexonic exercising the second call option, Ogsonic AG may elect to receive Shares in our Company as payment for the sale of shares in the joint-venture entity to Rexonic. The size of our investment, should we choose to exercise the options, will be approximately US$10 million to US$15 million. ORDER BOOK Due to the nature of our business, our Group does not maintain an order book and it is not meaningful to us.

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TREND INFORMATION Save as disclosed in the sections entitled Risk Factors, General Information on our Group Prospects and General Information on our Group Business Strategies and Future Plans of this Offer Document and barring any unforeseen circumstances, our Directors are not aware of any other significant recent trends or any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenue, profitability, liquidity or capital resources, or that would cause financial information disclosed in this Offer Document to be not necessarily indicative of our future operating results or financial position. Please also refer to the section entitled Cautionary Note on Forward-Looking Statements of this Offer Document.

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INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of our interested persons (namely, our Directors, CEO or Controlling Shareholder or the associates (as defined in the Rules of Catalist) of such Directors, CEO or Controlling Shareholder) ( Interested Persons and each, an Interested Person ) would constitute interested person transactions for the purposes of Chapter 9 of the Rules of Catalist. Prior to the Restructuring Exercise whereby we acquired Rex Oil & Gas as part of our Group, Rex Oil & Gas was owned and controlled by our Controlling Shareholders, Mr Hans Lidgren, Dr Karl Lidgren and Mr Svein Kjellesvik. As part of the Restructuring Exercise, Rex Oil & Gas transferred the rights to Rex Technologies to Rex Technology Management on 7 March 2013, and accordingly, assigned the Lime Petroleum IP Licence Agreement to Rex Technology Management on the same day. Rex Oil & Gas also entered into various novation deeds with Rex Partners, whereby certain assets and liabilities under its name were novated to Rex Partners. We deem our past transactions with Rex Oil & Gas as transactions with Rex Partners for the purposes of disclosure under this section. Save as disclosed in this section and in the section entitled Restructuring Exercise of this Offer Document, there are no interested person transactions which are material in the context of the Invitation for FP2011 and FY2012 and for the period from 1 January 2013 up to the Latest Practicable Date. Save as otherwise provided in this section, investors, upon subscription of the Invitation Shares, are deemed to have specifically approved these transactions with our Interested Persons and as such, these transactions are not subject to Rules 905 and 906 of the Rules of Catalist to the extent that there are no subsequent changes to the terms of the agreements in relation to each of these transactions. PAST INTERESTED PERSON TRANSACTIONS Transactions with Rex Partners Through Rex Partners, Mr Hans Lidgren and Dr Karl Lidgren provided services to our Group, namely, re-negotiating concession agreements that had been entered into by certain of our Middle East Concession Companies and discussion with third parties for the purposes of exploring potential investment opportunities in new concessions and/ or licences. In conjunction with these services provided to our Group, our subsidiary, Lime Petroleum Plc, paid professional fees of US$426,667 to Rex Partners in FP2011. The transactions were not carried out on an arms length basis as they were not based on normal commercial terms. We do not intend to enter into similar transactions with Rex Partners after the Listing. PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS Loan provided by Rex Partners to our Group On 30 November 2012, Rex Oil & Gas and our subsidiary, Rex US, entered into a deed of confirmation, confirming that a loan of US$882,000 had been granted by Rex Oil & Gas to Rex US. This loan from Rex Oil & Gas was provided prior to the Restructuring Exercise whereby Rex Oil & Gas became our subsidiary. The rights and obligations of the loan was subsequently novated to Rex Partners on 30 November 2012. During December 2012, Rex Partners continued to grant Rex US aggregate loan amounts of US$1.02 million. The monies received by Rex US were used to settle the pre-payment for the purchase of two (2) onshore drilling rigs through our associated company, Loyz Rex Drilling. The loan provided was unsecured and interest-free. The loan is 158

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repayable on demand and Rex Partners has indicated to Rex US that it will require the loan to be repaid upon the successful completion of the Invitation. The largest amount outstanding under this loan due to Rex Partners during FY2012 and the period from 1 January 2013 to the Latest Practicable Date are as follows:
Period from 1 January 2013 to the Latest Practicable Date

(US$ million) Largest amount outstanding due to Rex Partners

FP2011

FY2012

1.9

1.9

The loan will be repaid with the net proceeds from the Invitation and will terminate upon repayment. The interest-free loan was not granted on an arms length basis and was not on normal commercial terms. Our Directors are of the view that the loan was provided on terms beneficial to our Group. We do not intend to enter into similar transactions with Rex Partners after the Listing. IP Licence Agreements between Rex Technology Management and our Group Our Group has entered into the following agreements with Rex Technology Management in respect of the use of Rex Technologies: (a) the licence agreement dated 4 April 2013 entered into by our Company, as amended on 26 June 2013 (the RIH IP Licence Agreement ); the licence agreement dated 21 March 2013 entered into by Lime Petroleum Norway (the Lime Norway IP Licence Agreement ); the licence agreement dated 21 March 2013 entered into by HiRex (the HiRex IP Licence Agreement ); and the licence agreement dated 24 October 2011 entered into by Lime Petroleum Plc (the Lime Petroleum IP Licence Agreement ),

(b)

(c)

(d)

(collectively, the IP Licence Agreements ). Rex Technology Management is an Interested Person of our Group as it is wholly-owned by Rex Partners, and accordingly is an associate of our Controlling Shareholder.

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INTERESTED PERSON TRANSACTIONS

Pursuant to the IP Licence Agreements, our Group is granted a licence by Rex Technology Management, the owner of Rex Technologies, to utilise Rex Technologies for the purposes of exploring and producing oil. Information on each of the IP Licence Agreements is set out in the table below.
Lime Petroleum IP Licence Agreement Middle East which includes Bahrain, Egypt, Iran, Iraq, Jordan, Kuwait, Lebanon, Oman, Palestine (Gaza strip and West Bank), Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen and offshore areas associated with these countries Lime Norway IP Licence Agreement Norwegian Continental Shelf

RIH IP Licence Agreement Territories Any territory in the world save for Morocco, Mauritania, Senegal, Cape Verde, Guinea Bissau, the Gambia, Sierra Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea, Gabon, Congo-Brazzaville, the Kingdom of Saudi Arabia and the offshore areas associated with these countries Date of RIH IP Licence Agreement to 31 December 2013 Every 12 months from 1 January 2014 US$312,500

HiRex IP Licence Agreement Brunei, Myanmar, Malaysia, Indonesia, Thailand, Vietnam, Cambodia, the Philippines, Australia, New Zealand and Papua New Guinea and offshore areas associated with these countries

First licence period

Not applicable

12 months from the date of the HiRex IP Licence Agreement Every 12 months from 21 March 2014 US$1.25 million

Date of Lime Norway IP Licence Agreement to 31 December 2013 Every six (6) months from 1 January 2014

Subsequent licence period

Not applicable

Licence fees for Rex Virtual Drilling (first licence period)

Hourly rate of US$150 for project engineer and US$300 for the project manager Hourly rate of US$150 for project engineer and US$300 for the project manager

US$625,000

Licence fees for Rex Virtual Drilling (subsequent licence period)

US$625,000

US$2.5 million

US$625,000

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Lime Petroleum IP Licence Agreement Hourly rate of US$150 for project engineer and US$300 for the project manager Lime Norway IP Licence Agreement Charged separately on a case by case basis, where such charges will be preapproved by Lime Petroleum Norway in writing Charged separately on a case by case basis, where such charges will be preapproved by Lime Petroleum Norway in writing Up to five (5) analyses (subject to not more than two (2) analyses each month) Up to five (5) analyses (subject to not more than two (2) analyses each month) Up to 2,500 sq km (subject to not more than 500 sq km for each analysis)

RIH IP Licence Agreement Licence fees for Rex Seepage US$75 per sq km and such charges shall be subject to the same annual increment as the cost for the use of Rex Virtual Drilling US$75 per sq km and such charges shall be subject to the same annual increment as the cost for the use of Rex Virtual Drilling Up to ten (10) analyses (subject to not more than three (3) analyses each month) Up to 20 analyses (subject to not more than three (3) analyses each month) Up to 5,000 sq km (subject to not more than 500 sq km for each analysis) Up to 10,000 sq km (subject to not more than 500 sq km for each analysis) Each analysis can have up to 25 2D lines where each line has up to 3,000 shot points

HiRex IP Licence Agreement Charged separately on a case by case basis, where such charges will be pre-approved by HiRex in writing Charged separately on a case by case basis, where such charges will be pre-approved by HiRex in writing Up to 20 analyses (subject to not more than three (3) analyses each month) Up to 40 analyses (subject to not more than six (6) analyses each month) Up to 5,000 sq km (subject to not more than 500 sq km for each analysis) Up to 10,000 sq km (subject to not more than 500 sq km for each analysis) Each analysis can have up to 25 2D lines where each line has up to 3,000 shot points

Licence fees for Rex Gravity

Hourly rate of US$150 for project engineer and US$300 for the project manager

Analysis coverage for Rex Virtual Drilling (first licence period) Analysis coverage for Rex Virtual Drilling (subsequent licence period) Rex Virtual Drilling 3D coverage (first licence period)

No limit

No limit

No limit

Rex Virtual Drilling 3D coverage (subsequent licence period) Rex Virtual Drilling 2D coverage (if carried out instead of 3D analysis)

No limit

Up to 2,500 sq km (subject to not more than 500 sq km for each analysis)

No limit

Each analysis can have up to 25 2D lines where each line has up to 3,000 shot points

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Lime Petroleum IP Licence Agreement Not applicable Lime Norway IP Licence Agreement Fees to increase on an annual basis from the fourth licence period by a rate equivalent to the official reported British Virgin Islands inflation rate for the previous year plus 3%

RIH IP Licence Agreement Adjustments to licence fees Fees to increase on an annual basis after the second annual licence period by a rate equivalent to the official reported British Virgin Islands inflation rate for preceding previous year plus 3%

HiRex IP Licence Agreement Fees to increase on an annual basis after the second annual licence period by a rate equivalent to the official reported British Virgin Islands inflation rate for the previous year plus 3%, subject to a maximum increase of 7% per annum Not applicable

Additional analysis

Fee for each additional analysis is US$125,000. The Company has the right to request for up to ten (10) additional analyses during each licence period with three (3) months advance notice

Not applicable

Fee for each additional analysis is US$125,000. Lime Petroleum Norway has the right to request for up to five (5) additional analyses for each licence period with one (1) month advance notice prior to the beginning of the licence period

The aggregate amounts of fees paid by our Group for the use of Rex Technologies under the IP Licence Agreements for FP2011, FY2012 and the period from 1 January 2013 to the Latest Practicable Date are as follows:
Period from 1 January 2013 to the Latest Practicable Date US$832,045 (2)

FP2011 Licence fees

Notes: (1)

FY2012 US$453,251 (1)

US$313,333 (1)

The fees paid in FP2011, FY2012 were to Rex Partners prior to the Restructuring Exercise. Rex Technologies were assigned to Rex Technology Management on 7 March 2013. Please refer to the section entitled Restructuring Exercise for more details. Part of the fees paid for the period from 1 January 2013 to the Latest Practicable Date were to Rex Partners prior to the assignment of Rex Technologies to Rex Technology Management, with the remaining fees paid to Rex Technology Management after the assignment was completed.

(2)

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Pursuant to the terms of the RIH IP Licence Agreement, Rex Technology Management has also undertaken to inform our Company in writing in respect of all future intellectual property licence agreements that it may enter into, ten (10) business days prior to the entry of such agreements. This is to enable our Company to ensure that we are given the right to participate in exploration asset opportunities, either directly or indirectly through an entity owning the asset. The licences granted under the RIH IP Licence Agreement and the Lime Petroleum IP Licence Agreement are valid for so long as they are in force, being a period of five (5) years, from the date of each of the agreements and thereafter, to be automatically renewed on an annual basis unless either party to each agreement gives notice to terminate the agreements, and additionally in the case of the Lime Petroleum IP Licence Agreement, until the last of all our Groups concessions, present and future, terminates, or notice of termination is given. The Lime Norway IP Licence Agreement shall be in force for a period of three (3) years and shall thereafter be automatically renewed on an annual basis unless either party gives notice to terminate. The HiRex IP Licence Agreement shall be in force for a period of five (5) years with automatic renewal for a three (3)-year period. Thereafter, the HiRex IP Licence Agreement shall be automatically renewed on an annual basis unless either party gives notice to terminate the agreement. Notwithstanding the above, Rex Technology Management will provide use of Rex Technologies to our Group for as long as Rex Partners or any of its associates, and Dr Karl Lidgren and Mr Hans Lidgren or any of their associates, hold in aggregate, whether directly or through a deemed interest, a minimum of 15% of the total voting rights in our Company, and should such minimum interest cease, for an additional three (3) years thereafter. Asiasons WFG Capital Pte. Ltd. has been appointed as the Independent Financial Adviser to our Independent Non-Executive Directors to opine on whether the IP Licence Agreements have been entered into on normal commercial terms and are not prejudicial to our interests. The RIH IP Licence Agreement, Lime Norway IP Licence Agreement and the HiRex IP Licence Agreement are fixed fee agreements ( Fixed Fee IPLAs ). In connection with these Fixed Fee IPLAs, the Independent Financial Adviser has considered its rationale and benefits, the adequacy of the analyses (in terms of number and area coverage), the average cost for analysis of each square kilometre which is lower than the comparable rates, the annual increment in fees as compared to the annual average inflation of the oil and gas industry, the payment terms as well as other considerations such as cost and time savings accorded by the Fixed Fee IPLAs. In respect of the Lime Petroleum IP Licence Agreement, the Independent Financial Adviser has considered the charges for each analysis performed under the Lime Petroleum IP Licence Agreement as compared to the fee for each analysis under the Fixed Fee IPLAs, the payment terms as well as the rationale and benefits of the Lime Petroleum IP Licence Agreement, and the cost control procedures implemented by Lime Petroleum Plc to ensure accountability to its stakeholders. Based on the analysis carried out, the Independent Financial Adviser is of the opinion that the IP Licence Agreements have been executed on terms that are more favourable than normal commercial terms, and not prejudicial to the interests of our Company and our minority Shareholders. Additionally, our Directors are of the opinion that there is no market comparison for the licence fees that are charged to our Group based on the specific nature of Rex Technologies for which our Directors believe that there is no comparable alternative. Bearing in mind the data provided by other commercial technologies in the market that are typically used for oil exploration activities, our Directors are of the view that the additional information we are able to obtain from the analyses carried out by Rex Technologies is substantially more meaningful and accurate, and is key to our exploration decisions. In addition, the licence fees charged to our Group are substantially lower than what would normally have been charged to other parties by Rex 163

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Technology Management. Please refer to the section entitled Appendix H Letter from the Independent Financial Adviser to the Independent Non-Executive Directors of this Offer Document for more information. The above transaction was not undertaken on a normal commercial basis or on an arms length basis. Our Directors are of the view that the IP Licence Agreements are on terms which are beneficial to the Group. GUIDELINES AND REVIEW PROCEDURE FOR ON-GOING AND FUTURE INTERESTED PERSON TRANSACTIONS Our Audit Committee will review and approve all interested person transactions to ensure that they are on normal commercial terms and are transacted on an arms length basis on terms and prices not more favourable to the Interested Persons than if they were transacted with a third party and are not prejudicial to the interests of our Group and our minority Shareholders in any way. To ensure that all future interested person transactions are carried out on normal commercial terms and will not be prejudicial to the interests of our Group or our minority Shareholders, the following procedures will be implemented by our Group: (a) when purchasing any products or procuring any services from an Interested Person, two additional quotations from non-Interested Persons will be obtained as a comparison to ensure that our Groups interests and minority Shareholders interests are not disadvantaged. The purchase price or fee for services shall not be higher than the most competitive price or fee of the two additional quotations from non-Interested Persons. Pertinent factors, including but not limited to quality, requirements, specifications, delivery time and track record will be considered in determining the most competitive price or fee; when selling any products or supplying services to an Interested Person, the price or fee and terms of two other successful transactions of a similar nature with non-Interested Persons will be used as comparison to ensure that the interests of our Group or minority Shareholders are not disadvantaged. The price or fee for the sale of products or the supply of services shall not be lower than the lowest price or fee of the two other successful transactions with non-Interested Persons; when renting properties from or to an Interested Person, appropriate steps will be taken to ensure that such rent is matched with prevailing market rates, including adopting measures such as making relevant enquiries with landlords of similar properties and obtaining suitable reports or reviews published by property agents (including an independent valuation report by a property valuer, where considered appropriate). The amount payable shall be based on the most competitive market rental rates of similar properties in terms of size, suitability for purpose and location, based on the results of the relevant inquiries; where it is not possible to compare against the terms of other transactions with unrelated third parties and given that the products or services may be purchased only from an Interested Person, the interested person transaction will be approved by either our CEO or CFO, if he has no interest in the transaction, or failing which, our Audit Committee, in accordance with our usual business practices and policies. In determining the transaction price payable to the Interested Person for such products and/or service, factors such as, but not limited to, quantity, requirements and specifications will be taken into account; and

(b)

(c)

(d)

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(e) we will monitor all interested person transactions entered into by our Group and categorise these transactions in the following manner: (i) a Category 1 interested person transaction is one where the value thereof is equal or in excess of 3.0% of the latest audited NTA of our Group; and a Category 2 interested person transaction is one where the value thereof is below 3.0% of the latest audited NTA of our Group.

(ii)

All Category 1 interested person transactions must be approved by our Audit Committee prior to entry whereas Category 2 interested person transactions need not be approved by our Audit Committee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee. Our Audit Committee will review all interested person transactions, if any, on a quarterly basis to ensure that they are carried out on an arms length basis. In accordance with the procedures outlined above, our Audit Committee will take into account all relevant non-quantitative factors. In the event that a member of our Audit Committee is interested in any such transaction, he will abstain from participating in the review and approval process in relation to that particular transaction. We shall prepare all the relevant information to assist our Audit Committee in its review and will keep a register recording all interested person transactions. The basis for entry into the transactions, including the quotations and other evidence obtained to support such basis, shall also be recorded in the register. In addition, our Audit Committee and the Board will also ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Rules of Catalist (in particular, Chapter 9) and relevant accounting standards, are complied with. The annual internal audit plan shall incorporate a review of all interested person transactions entered into at least on an annual basis. Such transactions will also be subject to the approval of our Shareholders if required by the Rules of Catalist. We will also endeavour to comply with the recommendations set out in the Code of Corporate Governance. The internal audit reports will be reviewed by our Audit Committee to ascertain whether the guidelines and procedures established to monitor interested person transactions have been complied with. Our Audit Committee shall also, from time to time, review such guidelines and procedures to determine if they are adequate and/or commercially practicable in ensuring that interested person transactions are conducted on normal commercial terms, on an arms length basis and do not prejudice our Groups interests and our minority Shareholders interests. If during these periodic reviews, our Audit Committee is of the opinion that the guidelines and procedures as stated above are not sufficient to ensure that interested person transactions will be on normal commercial terms, on an arms length basis and not prejudicial to our interests and the interests of our minority Shareholders, our Audit Committee will adopt such new guidelines and review procedures for future interested person transactions as may be appropriate. Pursuant to the Rules of Catalist, we will make the required disclosure in relation to our interested person transactions in our annual report during the relevant financial year under review.

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INTERESTED PERSON TRANSACTIONS

POTENTIAL CONFLICTS OF INTEREST Rex Partners We may face conflicts of interest with Rex Partners and its group of companies, as it has interests in the exploration and production of oil and gas in certain jurisdictions. Rex Partners is the holding company of certain corporations, including Rex Commercial, Rex Starter Ltd, Rex Atlantic Ltd, Rex Jade Ltd, Trace Petroleum Oil Ltd and Atlantic Petroleum Guinea Bissau Ltd. Rex Partners is currently involved in key operation areas in respect of exploration and production activities in the West Africa region. In addition, Dr Karl Lidgren, our Non-Executive Director and a Controlling Shareholder of our Company, is a nominee of Rex Partners and a controlling shareholder of Rex Partners. Our Controlling Shareholders, Mr Svein Kjellesvik and Mr Hans Lidgren, are also controlling shareholders of Rex Partners. To mitigate the risks of potential competition between our Company and Rex Partners, Rex Partners has, on behalf of itself and the companies in its group, undertaken to provide a right of first refusal to our Company in respect of exploration asset opportunities in any territory in the world save for Morocco, Mauritania, Senegal, Cape Verde, Guinea Bissau, the Gambia, Sierra Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea, Gabon, Congo-Brazzaville, the Kingdom of Saudi Arabia and the offshore areas associated with these countries. These excluded regions are jurisdictions where Rex Partners currently operates. Our right to such exploration asset opportunities is subject to our obligation to HiRex pursuant to the HiRex ROFR. Please refer to the section entitled Group Structure Shareholders Agreements for details on the HiRex ROFR. This undertaking has been provided under the RIH IP Licence Agreement, and will terminate in the event that (a) Rex Partners and its associates and Dr Karl Lidgren and Mr Hans Lidgren and their associates cease to (i) hold in aggregate, a direct or deemed controlling interest in the issued and paid-up capital in our Company; (ii) exercise control over our Company, including but not limited to the right or ability to determine the composition of our Board of Directors and/or exercise control over the management and operations of our Group; and (iii) have any representation on the Board of Directors of our Company; or (b) the RIH IP Licence Agreement is terminated or expires. Furthermore, our Directors have a duty to disclose their interests in respect of any contract, arrangement or any other proposal in which they have any personal material direct or indirect interest, or any potential or actual conflict of interest in. Our Directors who may have such interests shall abstain from voting in respect of any such contract, arrangement or any other proposal. In addition, our Directors owe our Company fiduciary duties and have a duty to act in good faith and in the best interests of our Company. In view of the above, our Directors believe that the possibility of any conflict of interest arising from the shareholding in our Company by the Rex Group will be mitigated. Bernt Eivind sthus Mr Bernt Eivind sthus is a director of Staur Holding AS, and is interested in 19.7% of the shares in Staur Holding AS. Staur Holding AS is the holding company of several subsidiaries which are involved in various investments and partnerships across a wide range of industries. Through Staur Holding AS, Mr sthus is interested in the shares of Acona AS, Drilling Technologies Ltd. and Lithicon AS. He is also a director and the chairman of the board of directors of Drilling Technologies Ltd. and Lithicon AS. Acona AS, Drilling Technologies Ltd. and Lithicon AS provide oil services and drilling-related services, and do not own any oil and gas concessions. 166

INTERESTED PERSON TRANSACTIONS

Acona AS manages drilling-related services in the United Kingdom and the North Sea in the Norway. Drilling Technologies Ltd. provide oil and drilling-related services such as logging and core analysis in Norway, Mexico, Venezuela, Saudi Arabia and certain countries in the Middle East. Lithicon AS also provides similar services in the same markets as Drilling Technologies Ltd. and additionally, in Australia. Staur Holding AS has also entered into a joint venture with the Pareto Group to form Pareto Staur Energy, which invests in oil and gas and oil services. Our Group and Acona AS, Drilling Technologies Ltd., Lithicon AS and Pareto Staur Energy are not in competition as we do not provide similar services, nor do these entities carry out oil and gas exploration work, which is our Groups primary activity. However, should any conflicts of interest arise from Mr sthus interests and directorships, he will not participate in any of our Groups discussions or decisions relating to such conflicts and will abstain from voting on any matters relating to such conflicts. Mr sthus will inform our Board as to any changes in Staur Holding AS interests in Acona AS, Drilling Technologies Ltd., Lithicon AS and Pareto Staur Energy as soon as reasonably practicable after such changes have occurred. Based on the foregoing, our Board is of the view that there will not be any conflicts of interest arising from Mr sthus interests in Staur Holding AS and his designations in Drilling Technologies Ltd. and Lithicon AS. Save as disclosed in the sections entitled Interested Person Transactions, Potential Conflict of Interests, Directors, Executive Officers and Employees Service Agreements and Restructuring Exercise of this Offer Document, none of our Directors, Executive Officers, Controlling Shareholders or any of their associates has an interest, direct or indirect: (a) (b) in any transaction to which our Group was or is to be a party; in any entity carrying on the same business or dealing in similar services which competes materially and directly with the existing business of our Group; and in any enterprise or company that is our Groups customer or supplier of goods and services.

(c)

Save as disclosed in the sections entitled Interested Person Transactions and Directors, Executive Officers and Employees Service Agreements of this Offer Document, none of our Directors has any interest in any existing contract or arrangement which is significant in relation to the business of our Company and our subsidiaries, taken as a whole. INTERESTS OF UNDERWRITER THE MANAGER, SPONSOR, CO-PLACEMENT AGENTS AND THE

In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has a material relationship with our Company save as disclosed below and in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document: (a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in relation to the Listing;

167

INTERESTED PERSON TRANSACTIONS

(b) PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date our Company is admitted and listed on Catalist; and pursuant to the Full Sponsorship Agreement and as part of PPCFs fees as the Manager and Sponsor, our Company issued and allotted 2,500,000 new Shares at the Issue Price to PPCF representing 0.3% of the issued and paid-up share capital of our Company immediately prior to the Invitation. After completion of the relevant moratorium period as set out in the section Shareholders Moratorium of this Offer Document, PPCF will dispose its shareholding interest in our Company at its discretion.

(c)

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

MANAGEMENT REPORTING STRUCTURE Our management reporting structure as at the Latest Practicable Date is set out below:

Board of Directors

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Chief Technology Officer

DIRECTORS Our Board of Directors is entrusted with the responsibility for the overall management of our Company. The particulars of our Directors are set out below.
Name Mr Dan Brostrm Dr Karl Lidgren Mr Bernt Eivind sthus Mr Muhammad Sameer Yousuf Khan Mr Abderahmane Fodil Age 70 66 42 60 Address 6 Raffles Quay, #20-07 Singapore 048580 1 Boulevard de Suisse Monaco Kjpmannsgata 37 7416 Trondheim, Norway 97 Robertson Quay #08-08, Rivergate Singapore 238257 PO Box 64393 Riyadh 11536 Kingdom of Saudi Arabia 10 Collyer Quay #10-01 Ocean Financial Centre Singapore 049315 Position Executive Director and Chairman Non-Executive Director Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director

39

Mr Sin Boon Ann

55

Information on the business and working experience of our Directors is set out below. Rule 406(3)(a) of the Rules of Catalist states that as a pre-quotation disclosure requirement, a listing applicant must release a statement (via SGXNET or in the offer document) identifying for each director, whether the person has prior experience (and what) or, if the director has no prior experience as a director of a listed company, whether the person has undertaken training in the roles and responsibilities of a director of a listed company. With regard to Rule 406(3)(a) of the Rules of Catalist, two (2) of our Directors, Mr Muhammad Sameer Yousuf Khan and Mr Sin Boon Ann, have current and/or prior experience as directors of public listed companies in Singapore, 169

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

and are familiar with the roles and responsibilities of a director of a public listed company in Singapore. Mr Dan Brostrm had attended the relevant training at the Singapore Institute of Directors to familiarise himself with the roles and responsibilities of a director of a public listed Company in Singapore. Our other Directors, namely Dr Karl Lidgren, Mr Bernt Eivind sthus and Mr Abderahmane Fodil will attend the relevant trainings at the Singapore Institute of Directors to familiarise themselves with such roles and responsibilities. Dr Karl Lidgren, our Non-Executive Director, is the father of Mr Mns Lidgren, our Chief Executive Officer and the uncle of our Chief Technology Officer, Mrs Lina Berntsen. Dr Karl Lidgren is also a director and a controlling shareholder in our Controlling Shareholder, Rex Partners. Dr Karl Lidgren is the brother of Mr Hans Lidgren, a director and a controlling shareholder of our Controlling Shareholder, Rex Partners. Mr Hans Lidgren is the father of our Chief Technology Officer, Mrs Lina Berntsen, and the uncle of our Chief Executive Officer, Mr Mns Lidgren. Dr Karl Lidgren is a nominee of Rex Partners, Mr Bernt Eivind sthus is a nominee of Fram and Mr Abderahmane Fodil is a nominee of White Global Investment Holdings Ltd, one of our Pre-IPO Investors. Save as disclosed above, none of our Directors are related to each other, our Substantial Shareholders or our Executive Officers. Our Independent Non-Executive Directors do not have any existing business or professional relationships of a material nature with our Group, our Directors or Substantial Shareholders. None of our Independent Non-Executive Directors sits on the boards of our subsidiaries. None of our Directors has any arrangement or understanding with any of our customers or suppliers pursuant to which such person was appointed as our Director. However, our Director, Dr Karl Lidgren, is also a director of Rex Technology Management, our supplier of Rex Technologies. Mr Dan Brostrm is our Chairman and Executive Director, and has been with our Group since 2011. Mr Brostrm has been a Director of our Company since 11 January 2013. Prior to joining our Company, Mr Brostrm was a senior partner at MVI Holdings Ltd between 1993 and 2005, where as a consultant, he has assisted Swedish companies in setting up businesses in Singapore through fund-raising activities and sourcing for suitable business partners. From 1990 to 1993, Mr Brostrm was the chief executive officer at Hufvudstaden UK Ltd, a real estate company. Before he entered Hufvudstaden UK Ltd, Mr Brostrm worked in the shipping industry, where he was based in London and held the position of chief executive officer of Brostrom UK Ltd for the period from 1980 to 1987. Mr Brostrm has a degree in Economics from Stanford University in the United States of America, and a Bachelor of Arts in Economics from Gothenburg University in Sweden. Dr Karl Lidgren is our Non-Executive Director and was appointed to our Board of Directors on 1 May 2013. Dr Lidgren graduated from Lund University in Sweden in 1970 with a degree in Economics. Upon graduation, he taught in Lund University until 1972 before taking on the role of an investigator for the Swedish Government from 1972 to 1980. He concurrently obtained a Doctor of Philosophy from Lund University in 1976 in Economics. Dr Lidgren taught in Lund University as a Professor from 1980 until his retirement in 2000. Dr Lidgren founded Rex Partners with his brother, Mr Hans Lidgren, and Mr Svein Kjellesvik. Dr Lidgren and Mr Hans Lidgren have, since the 1980s, utilised satellite altimeter data in oil exploration activities which enabled major oil and gas findings. Dr Lidgren represents the interests of Rex Partners on our Board of Directors.

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DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Mr Bernt Eivind sthus was appointed our Non-Executive Director on 13 May 2013. Mr sthus graduated from the University of Bergen in Norway in 1994 with a degree in law. After graduation, he completed his training with Notar Advokat in 1995 and subsequently took the position of chief executive officer of the law firm until 1998. Mr sthus left Notar Advokat to start his own law firm, Pretor Advokat, where he was chief executive officer, and managed the firm until the end of 2008. Since January 2005, Mr sthus also worked as managing partner of Staur Holding AS, his family-run investment company, and has since expanded into the Staur group of companies with assets worth approximately US$250 million. The Staur group of companies carry out several investments in various industries alongside suitable partners, among which include investments in Fram. Mr sthus is a nominee of Fram on our Board of Directors. Mr Muhammad Sameer Yousuf Khan is our Independent Non-Executive Director and was appointed to our Board of Directors on 26 June 2013. Mr Khan has more than 40 years of experience in the fields of accounting, business and financial advisory. He began his career in February 1972 as a trainee accountant at Ernst & Youngs London office and was qualified as a Chartered Accountant in December 1975. He then left to join the I.C.I. group of companies in April 1976 as a group finance manager and was based in Karachi in Pakistan until September 1979. Between October 1979 and September 1981, Mr Khan returned to Ernst & Youngs London office as a management consultant. Thereafter, he left to join the Investment Division of the Al Futtaim Group of Companies in Dubai in the UAE as an accountant until November 1982. Mr Khan subsequently held various positions at Dubai Drydocks which is part of the Drydocks World Group, one of the worlds largest ship-repair and ship-building groups. His positions at Dubai Drydocks include Chief Accountant, for the period from March 1983 to August 1989, human resources manager from September 1989 to April 1998, and finance director from May 1998 to June 2007. He was later promoted to chief financial officer and executive director of Drydocks World Group, where he was based in both Dubai and Singapore, and held the position until February 2011. After leaving the Drydocks World Group, Mr Khan has been providing consultancy and advisory services, specialising in financial management and the maritime industry since August 2011. Mr Khan is a Fellow of the Institute of Chartered Accountant (England and Wales) and a member of the following organisations the Chartered Management Institute (U.K.), Institute of Management Consultants (U.K.) and the Singapore Institute of Directors. Mr Khan was previously a nonexecutive director of Beng Kuang Marine Limited, a company listed on the SGX-ST, from 2008 to 2011. Mr Abderahmane Fodil was appointed as our Independent Non-Executive Director on 26 June 2013, and is a nominee of White Global Investment Holdings Ltd, one of our Pre-IPO Investors. Mr Fodil is the Chief Investment Officer of Global Investment Holdings Co Ltd, where he manages investment activities, including private equity investments and joint-ventures for Saudi investors. Prior to assuming his current position at Global Investment Holdings Co Ltd in December 2012, Mr Fodil was the Head of Investments at ADS Holding, an investment holding company, from September 2011 to November 2012. Between February 2008 and August 2011, Mr. Fodil worked for two Abu Dhabi-based organizations: the Emirates Investment Authority and the Abu Dhabi Investment Council. These entities are multi-billion sovereign wealth funds and his responsibilities covered private equity investments (direct and indirect) and portfolio management. Mr. Fodil was an investment officer within the International Finance Corporation, World Bank Group from September 2004 to January 2008, where he handled the execution of equity and debt transactions across emerging markets. Between February 2000 and August 2004, Mr. Fodil worked as a management consultant for AT Kearney, a consulting firm, after he left Societe Generale where he was as analyst in commodity financing since January 1998. Mr. Fodil graduated from Ecole Centrale Paris with a Master of Science in 1997, and received a Master of Business Administration from INSEAD business school in 2003.

171

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Mr Sin Boon Ann is our Independent Non-Executive Director. He was appointed to our Board of Directors on 26 June 2013. He received his Bachelor of Arts and Bachelor of Laws from the National University of Singapore in 1982 and 1986 respectively, and a Master of Laws from the University of London in 1988. Mr Sin was admitted to the Singapore Bar in 1987 and was a member of the teaching staff of the law faculty, National University of Singapore from 1987 to 1992. Mr Sin joined Drew & Napier LLC in 1992 and has been there ever since. Mr Sin is currently the deputy managing director of their corporate and finance department. Mr Sin was a Member of Parliament, Tampines GRC from 1997 to 2011. Mr Sin was conferred with the May Day Award Friend of Labour and the May Day Award Meritorious Service by the National Trade Union Congress in 2003 and 2013 respectively, for his contributions and commitment to the labour movement in Singapore as a union adviser. The list of present and past directorships of each Director over the last five (5) years excluding those held in our Company is set out below: Name Mr Dan Brostrm Present directorships Group Companies Rex International Investments Other Companies Cathay (Venture) Pte. Ltd. Cathay Ltd Maritime Drytank Corporation Pte. Ltd. Maxamec Global Pte. Ltd. Sonoport (Asia) Pte. Ltd. Dr Karl Lidgren Group Companies Rex International BVI Rex US Rex Oil & Gas Rex South East Asia Lime Petroleum Plc Rex International Investments Other Companies Rex Technology Management Trace Atlantic Oil Ltd Mr Bernt Eivind sthus Group Companies None Other Companies Advokat Bernt sthus Ag Holding AS Alf M. Andersen AS Aqualyng Holding AS Bjrgan Eiendom AS BK Eiendom AS Ebo Eiendom AS 172 Past directorships Group Companies None Other Companies Lifesyne Asia Pte. Ltd.

Group Companies Dahan

Other Companies None

Group Companies None Other Companies Aqualyng AS Ebo Gruppen AS Fru Inger AS Kastbrekka Eiendom AS Nerby N, AS Smart Actuator AS Staur Exploration AS

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Name Present directorships Ebo Hytteutleie AS Ebo Invest AS Ebo Nerbyen AS Ebo Tiller AS Eiendomsutvikling Prosjekt AS Fram Fredriksen Snn AS Helga Den Fagresgt 12 AS HF-Invest AS Industriveien Oppdal AS Kiro1 AS Komstra AS Kuppelvik AS Kuppelvik Advokat AS Kyllingmarkgarden AS Lithicon AS Mysing Holding AS Numerical Rocks AS Numerical Rocks 2 AS Ravnkloa Eiendom AS sthus Radioreklame ya Boligutvikling AS Pareto Staur SPV I AS Prestenggata Sr AS Sletvoltunet AS Staur Aqua AS Staur Drilltek AS Staur Eiendom AS Staur Holding AS Staur Invest AS Staur Private Equity AS Strategicom AS TF-Invest AS Trondheim Kino Utvikling AS Vgar AS Vgar Eiendom AS Vgar Havn AS Vgar Utvikling AS Visbook AS Mr Muhammad Sameer Yousuf Khan Group Companies None Past directorships Staur Foods AS Storen Lydproduksjon ANS

Group Companies None

173

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Name Present directorships Other Companies Aidha Ltd. Past directorships Other Companies Advantec Shipping Pte. Ltd. Beng Kuang Marine Limited Crown Shipping Pte. Ltd. Datum Pointt Holdings Pte Ltd Datum Pointt Pte Ltd DDW-Paxocean Asia Pte. Ltd. DDW-Paxocean Shipyard Pte. Ltd. Dinar Venture Pte Ltd DP Marine Pte. Ltd. DP Offshore Engineering Pte. Ltd. DP Shipbuilding and Engineering Pte. Ltd. Elastrade (Pte) Ltd Grandsand Construction Pte. Ltd. Heng Huat Shipbuilding & Construction Pte. Ltd. Hylynx Pte. Ltd. Intone Pte. Ltd. Kleans Corporation Pte Ltd Kmech Corporation Pte Ltd Labroy Bulk Carriers Pte Ltd Labroy Livestock Carriers Pte Ltd Labroy Product Tankers Pte Ltd Labroy Shipping Pte. Ltd. Labroy Ship Services Pte Ltd MTS Marinetech Pte Ltd Nusa Dredging Pte Ltd Pan-United Venture Pte Ltd Premier Shipping Pte Ltd Seaspec Marine Services Pte Ltd Well Commercial Pte Ltd Yi Jin Marine Pte Ltd Yukon Marine Pte Ltd Group Companies None Other Companies Abraaj Financial Technologies II Limited Network International LLC Group Companies None Other Companies ABLD Pte. Ltd. Auric Pacific Group Limited

Mr Abderahmane Fodil

Group Companies None Other Companies None

Mr Sin Boon Ann

Group Companies None Other Companies Courage Marine Group Limited CSE Global Limited

174

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Name Present directorships DrewCorp Services Pte Ltd Drew & Napier LLC MFS Technology Ltd OSIM International Ltd Overseas Union Enterprise Limited SE Hub Ltd. Tampines Central Community Foundation Limited Transview Holdings Limited EXECUTIVE OFFICERS Our Groups day-to-day operations are carried out by our Executive Officers, who are experienced and qualified. In addition, our Group has a flat management structure and there are many other officers working closely together with our Executive Officers. The particulars of our Executive Officers are set out below.
Name Mr Mns Lidgren Mr Kristofer Skantze Mr ke Knutsson Mrs Lina Berntsen Age 36 37 58 35 Address Othmarstrasse 8 8008 Zurich, Switzerland Othmarstrasse 8 8008 Zurich, Switzerland Brobyggargatan 4 S-29831 Tollarp, Sweden Lupingatan 6 SE-234 38 Lomma, Sweden Position Chief Executive Officer Chief Operating Officer Chief Financial Officer Chief Technology Officer

Past directorships Freshfields Drew & Napier Pte Ltd HealthSTATS International Pte Ltd Japan Land Limited

Information on the business and working experience of each of our Executive Officers is set out below. Mr Mns Lidgren is our Chief Executive Officer and is responsible for overseeing the strategic positioning and business expansion of the Group including making major business and finance decisions. Mr Lidgren graduated from Lund University in Sweden with a Bachelor of Science and a Master of Science, both in Business Administration and Economics in 1999 and 2000 respectively. He started providing consultancy services to Global Responsibility, an organisation that seeks to promote responsible citizenship worldwide, where he helped companies communicate their efforts in environment, health and safety issues. From 2002 to 2007, he joined his family business in private investments where he was a business analyst in 2002, and subsequently a merger and acquisitions manager in 2003 and 2004. His responsibilities as a business analyst were to analyse trends and selected markets and to identify investment opportunities and carry out financial modelling. As a merger and acquisitions manager, Mr Lidgren negotiated deals, handled financial structuring, liaised for related financing and advised and supported the management in the acquired companies. From 2005 to 2007, he assumed the position of senior investment manager in his familys business, and carried out portfolio management, liaison with partner banks and private equity transactions. Mr Lidgren subsequently joined Credit Suisse in January 2008 as a vice president of business development and, among others, managed his own client portfolio, acted as a broker for sourcing of new business and pre-screened business proposals under the private banking division. After leaving Credit Suisse 175

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

in August 2009, Mr Lidgren re-joined his familys business where he was chief financial officer until August 2011. He later joined Lime Petroleum Plc from August 2011 to December 2012, and took on the roles of interim chief executive officer and director. Mr Lidgren joined our Company in January 2013 as Chief Executive Officer. Mr Kristofer Skantze is our Groups Chief Operating Officer and is responsible for our Groups overall operations, including the integration of new business development plans into our Groups operations. Prior to joining our Company, Mr Skantze was the head of sales and marketing at HeiQ Materials AG from 2007 to 2012, a privately-owned textile chemical company, where he forged partner alliances with well-known textile brands. From 2000 to 2007, Mr Skantze held various positions within the Anoto Group AB, a Swedish high-tech company. Mr Skantze was the business development manager of Anoto Inc. at Boston from 2005 to August 2007, where he managed the partner network and was responsible for all new North American customers. Before his stint in the United States of America, Mr Skantze held positions of key account manager, technical project manager and project manager in sales and business development at the headquarters of the Anoto Group AB in Lund in Sweden from 2000 to 2005, where he also invented and filed for several patents of which at least nine were granted. Mr. Skantze obtained a Masters degree in Engineering Physics from the Faculty of Engineering of University of Lund in Sweden. Mr ke Knutsson is our Groups Chief Financial Officer and oversees our Groups finance, treasury, administration and internal audit functions. Mr Knutsson joined our Group in 2011 as the Chief Financial Officer of our subsidiary, Lime Petroleum Plc, and was subsequently appointed our Companys Chief Financial Officer on 1 June 2013. Prior to joining our Group, Mr Knutsson was the Chief Financial Officer of the Prestando Group since 2009, a supplier of pressed high-grade steel parts to the automotive industry in Europe and the USA. Between 2006 and 2009, Mr Knutsson was managing director of A Clean Partner International AB, a company which develops and sells cleaning substances to industries in Sweden and other Nordic countries. Mr Knutsson was the vice-managing director and chief operating officer of Biomet Cementing Technologies AB from 2000 to 2006, a company that is part of the international Bioment Group which develops and markets cemented implants for the hip, knee and shoulder. Mr Knutsson had earlier worked in various entities as a financial manager between 1987 and 1999. These entities include the Scandimed Group, Lidaris Group, AteljLyktan AB and the Ministry of Forestry of Sweden. For the period between 1984 and 1987 and the period from 1980 to 1984, he was the accounting manager of Kone Cranes ABs Swedish operations and ASG ABs European division respectively. Mr Knutsson graduated from the University of Lund in Sweden with a degree in Business Administration with International Orientation. Mrs Lina Berntsen is our Chief Technology Officer and co-ordinates the use of Rex Technologies for our Group. Mrs Berntsen obtained a Master of Science in Chemical Engineering from the University of Lund in Sweden in 2007. Mrs Berntsen started work with a biotechnology company, Chemel AB, from 2004 to 2006. She was the marketing co-ordinator in Chemel AB and also worked on product development. From 2008 to 2010, Mrs Berntsen worked as a development engineer in Gambro Lundia AB, a global medical technology company, where she was responsible for product development and design control relating to dialysis technology. After her stint at Gambro Lundia AB, Mrs Berntsen joined Rex Oil & Gas as the Rex Virtual Drilling specialist and oversaw the operations and co-ordinated analyses in relation to the use of Rex Virtual Drilling, until 2011. She later left to join Equus Consulting AB which she partly-owns. Equus Consulting AB is in the business of advanced mathematical analysis and Mrs Berntsen provided consultancy services to our Group as a technology specialist from 2011 to 2012. In 2012, Mrs Berntsen re-joined our Group where she continued working as the Rex Virtual Drilling specialist to Lime Petroleum Norway.

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The list of present and past directorships of each Executive Officer over the last five (5) years excluding those held in our Company is as follows: Name Mr Mns Lidgren Present directorships Group Companies Rexonic Rex International BVI Rex US Rex South East Asia Other Companies None Mr Kristofer Skantze Group Companies Rexonic Rex US Operating Other Companies None Mr ke Knutsson Group Companies Lime Petroleum Norway Other Companies None Mrs Lina Berntsen Group Companies None Other Companies None DIRECTORS AND KEY EXECUTIVES REMUNERATION The compensation (including bonus, directors fees and benefits-in-kind) paid in FP2011 and FY2012 and the estimated compensation (excluding bonus, directors fees and benefits-in-kind) to be paid in FY2013 to our Directors and our top five (5) key executives for services rendered to our Group on an individual basis and in remuneration bands (1) are:
Estimated for FY2013

Past directorships Group Companies Lime Petroleum Ltd. Zubara Lime Petroleum Plc

Other Companies None Group Companies None

Other Companies None Group Companies None Other Companies None Group Companies None Other Companies None

FP2011 Directors Mr Dan Brostrm Dr Karl Lidgren Mr Bernt Eivind sthus Mr Muhammad Sameer Yousuf Khan Mr Abderahmane Fodil Mr Sin Boon Ann

FY2012

B A A A A A

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Estimated for FY2013

FP2011 Key Executives Mr Mns Lidgren Mr Kristofer Skantze Mr ke Knutsson Mrs Lina Berntsen Mr Svein Kjellesvik(2)
Notes: (1) Band A means between S$1 and S$250,000 Band B means between S$250,001 and S$500,000 Band C means between S$500,001 and S$750,000 (2)

FY2012

A A A

B A A B

C B B A C

Mr Svein Kjellesvik was employed by Lime Petroleum Plc pursuant to a contract for services agreement as Chairman of Lime Petroleum Plc in 2011. In 2012, Mr Kjellesvik was engaged under a contract for services agreement as chief executive officer of Lime Petroleum Plc. In 2013, Mr Kjellesvik entered into a service contract with our Company as an executive, pursuant to which our Company nominated him to assume the position of the chief executive officer of Lime Petroleum Plc.

On 24 June 2013, our Shareholders approved the Performance Share Plan and the Share Option Scheme. Please refer to the sections entitled Rex International Performance Share Plan and Rex International Employee Share Option Scheme for details. Pension or retirement benefits As at the Latest Practicable Date, save for the amounts set aside or accrued in respect of mandatory employee funds, we have not set aside or accrued any amounts to provide pension, retirement or similar benefits to our employees and Directors. EMPLOYEES The number of full-time employees of our Group as at the end of each of FP2011 and FY2012 are set out in the table below.
As at 31 December 2011 2012 1 1 1 3 2 1 8 2 1 2 16

Function Management Financial Geological and geophysical and drilling Technology Operations Administration Total

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The geographical distribution of our full-time employees as at the end of each of FP2011 and FY2012 are as follows:
As at 31 December 2011 2012 1 2 3 1 2 10 3 16

Geographical regions Singapore United Arab Emirates Oman Norway Europe Total

Our Group has experienced a rapid growth in the number of our employees in 2012 as we have hired experienced individuals in various sectors to support our operations and activities. The relationship and cooperation between our employees and management has always been good and is expected to continue to be good. There has not been any incident of work stoppages or labour disputes which affected the operations of our Group. We may from time to time, engage certain of our employees on a full-time basis through external firms. As at the Latest Practicable Date, we do not have any employee who is hired on a temporary basis. SERVICE AGREEMENTS Our Company entered into service agreements (collectively, the Service Agreements and each a Service Agreement ) with each of our Chief Executive Officer, Mr Mns Lidgren, our Chief Operating Officer, Mr Kristofer Skantze and our Chief Financial Officer, Mr ke Knutsson (collectively, the Executives and each an Executive ) on 31 May 2013, 30 May 2013 and 1 June 2013 respectively. The Service Agreements are for an initial period of three (3) years (the Initial Term ) commencing with effect from the date of admission of our Company to the Catalist, subject to renewal annually thereafter unless otherwise agreed in writing between the Company and the Executive or terminated in accordance with the Service Agreements. During the Initial Term, the parties may terminate the respective service agreement by either party giving not less than six (6) months notice in writing to the other. We may also terminate the Service Agreements by notice upon the occurrence of certain events such as serious misconduct, bankruptcy or criminal conviction. Mr Mns Lidgren, Mr Kristofer Skantze and Mr ke Knutsson will receive an annual salary of approximately S$492,000, S$240,000 and S$272,000 respectively. Pursuant to the terms of the Service Agreements, the Executives are entitled to a variable bonus on top of their annual salaries, such bonus to be determined by our Company based on their personal performance as well as the performance of the Group for each financial year. The remuneration of the Executives is subject to review by our Remuneration Committee at the end of each financial year. The relevant Executive shall abstain from voting, if applicable, in respect of any resolution or decision to be made by our Board in relation to the terms and renewal of his Service Agreement. 179

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The Executives shall also be entitled to participate in the Performance Share Plan and Share Option Scheme at our Companys discretion based on their personal performance as well as the performance of the Group for that year. Our Group will also extend to each of the Executives, among others, medical benefits in line with our Groups prevailing policy. All entertainment expenses, travelling, hotel and other out-of-pocket expenses incurred by them in connection with our Groups business will also be reimbursed by our Company. Certain of our Executives will also receive housing allowances, tuition benefits for their children and transportation benefits. Under the terms of the Service Agreements, each of the Executives is subject to certain restrictive covenants as described below. Each of them is also prohibited, during the term of their Service Agreements and their termination thereof, to disclose any information, which they know or ought to reasonably know to be confidential concerning the business of our Group, so far as the information had come to their knowledge during their appointment with our Company. Each of the Executives shall not at any time during the period of their employment and for a period of one (1) year after the expiry or termination of their employment for whatever reason, do or permit, the doing of, inter alia , the following without the prior written consent of the Board: (a) directly or indirectly carry on, or engage in, or be interested in any capacity, or concerned with, the conduct of any other business in competition with any business carried on or proposed to be carried on by our Group; and/or solicit any customer or any person who is or has been during the preceding one (1) year of their engagement, a customer of our Group for the purpose of offering to that person goods and services similar to or competing with those of the business conducted by our Group.

(b)

Had the Service Agreements for the Executives been effective on 1 January 2012, the total remuneration payable to the Executives for FY2012 would have been approximately S$1.6 million instead of S$0.6 million and the loss after taxation would have been approximately S$2.0 million instead of S$1.2 million. Our Group has previously entered into various contracts for the services of certain of our Executive Officers. Such contracts typically provide for the remuneration payable to them, their working hours, annual leave and grounds of termination. Save as disclosed above, there are no other existing or proposed service agreements between our Company or our subsidiaries and any of our Directors. There are no existing or proposed service agreements entered into or to be entered into by our Directors with our Company or any of our subsidiaries which provide for benefits upon termination of employment without cause.

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Audit Committee The members of our Audit Committee are Mr Muhammad Sameer Yousuf Khan, Mr Sin Boon Ann and Mr Abderahmane Fodil, and the Chairman of our Audit Committee is Mr Muhammad Sameer Yousuf Khan. Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group. Our Audit Committee will, inter alia , carry out the following responsibilities: (a) (b) assist our Board in the discharge of its responsibilities on financial reporting matters; review, with the internal and external auditors, the audit plans, scope of work, their evaluation of the system of internal accounting controls, their management letter and our managements response, and results of our audits compiled by our internal and external auditors; review the half-yearly and annual financial statements and results announcements before submission to our Board for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with financial reporting standards as well as compliance with the Rules of Catalist and any other statutory/regulatory requirements; review the effectiveness and adequacy of our internal control and procedures, including accounting and financial controls and procedures and ensure co-ordination between our internal and external auditors, and our management, reviewing the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of our management where necessary); review the scope and results of the external audit, and the independence and objectivity of the external auditors; review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Groups operating results or financial position, and our managements response; make recommendations to the Board on the proposals to the Shareholders on the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors; review significant financial reporting issues and judgments with the Chief Financial Officer and the external auditors so as to ensure the integrity of the financial statements of our Group and any formal announcements relating to our Groups financial performance before their submission to our Board of Directors; to review and report to the Board at least annually the adequacy and effectiveness of our Groups material internal controls with the financial controller and the internal and external auditors, including financial, operation, compliance and information technology controls via reviews carried out by the internal auditors;

(c)

(d)

(e)

(f)

(g)

(h)

(i)

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(j) review and approve transactions falling within the scope of Chapter 9 and Chapter 10 of the Rules of Catalist (if any); review any potential conflicts of interest; review and approve all hedging policies and instruments (if any) to be implemented by our Group;

(k) (l)

(m) undertake such other reviews and projects as may be requested by our Board and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; (n) review and establish procedures for receipt, retention and treatment of complaints received by our Group, inter alia, criminal offences involving our Group or its employees, questionable accounting, auditing, business, safety or other matters that impact negatively on our Group; and generally to undertake such other functions and duties as may be required by statue or the Rules of Catalist, and by such amendments made thereto from time to time.

(o)

Further to the duties listed above, our Audit Committee shall commission an annual internal controls audit until such time that it is satisfied that the internal controls of our Group are sufficiently robust and effective in mitigating any key internal control weaknesses our Group may have. Prior to decommissioning such annual internal controls audit, our Board shall report to the Sponsor and the SGX-ST, the basis for deciding to decommission the annual internal controls audit and the measures taken to rectify our key weaknesses and/or strengthen our internal controls. Thereafter, our Audit Committee shall commission such audits as and when it deems fit for the purposes of satisfying itself that our Groups internal controls have remained robust and effective. Upon the completion of an internal control audit, our Board shall make the appropriate disclosures via SGXNET of any material or price-sensitive weaknesses in our Groups internal controls, and also announce any follow-up actions to be taken by our Board. Our Audit Committee shall also commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rules or regulations which has or is likely to have a material impact on our Groups operating results and/or financial position. Each member of our Audit Committee shall abstain from reviewing any particular transaction or voting on such resolution in respect of which he is or may be interested in. In preparation for our Listing, our Audit Committee has held discussions with our Chief Financial Officer together with our Independent Auditors and Reporting Accountants in relation to our internal controls. During the course of discussions, our Audit Committee was briefed on our Groups current internal control procedures, with emphasis on our Groups internal controls of cash and bank balances and procedures on the reconciliation and confirmation of bank balances. Our Board of Directors has also noted that no material internal control weaknesses have been raised by our Independent Auditors and Reporting Accountants in the course of their audit of the financial statements of our Group for the most recent financial year ended 31 December 2012.

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Following our Listing on Catalist, our Audit Committee will continually review the effectiveness of the internal control procedures within the Group and, if necessary, outsource the Groups internal audit function to ensure the adequacy and sufficiency of internal controls procedures within the Group. Based on the foregoing, our Board of Directors, after making all reasonable enquiries and to the best of its knowledge and belief, with the concurrence of our Audit Committee, is of the opinion that the internal controls of our Group are adequate to address the financial, operational and compliance risks. Our Audit Committee and the Sponsor have (a) conducted an interview with Mr ke Knutsson, our Chief Financial Officer; (b) considered his qualifications and past working experience, which is set out in the section entitled Management and Corporate Governance Executive Officers of this Offer Document; and (c) not received negative feedback from our Independent Auditors and Reporting Accountants. As such, our Audit Committee and the Sponsor are of the view that Mr Knutsson is suitable for the position of Chief Financial Officer of our Group. Our Audit Committee has made all reasonable enquiries and to the best of their knowledge and belief, nothing has come to the attention of the members of our Audit Committee to cause them to believe that Mr Knutsson does not have the competence, character and integrity expected of a Chief Financial Officer of a listed issuer. Nominating Committee Our Nominating Committee comprises Dr Karl Lidgren, Mr Muhammad Sameer Yousuf Khan and Mr Sin Boon Ann. The Chairman of our Nominating Committee is Mr Sin Boon Ann. Our Nominating Committee will: (a) recommend to the Board on board appointments, including re-nominations of existing directors for re-election in accordance with our Articles of Association, taking into account the directors contribution and performance; review and approve any new employment of related persons and proposed terms of their employment; determine on an annual basis whether or not a director of our Company is independent; in respect of a Director who has multiple board representations on various companies, if any, to review and decide whether or not such Director is able to and has been adequately carrying out his duties as Director, having regard to the competing time commitments that are faced by the director when serving on multiple boards and discharging his duties towards other principal commitments; decide whether or not a director of our Company is able to and has been adequately carrying out his duties as a director; and develop a process for evaluation of the performance of our Board, its committees and our Directors and propose objective performance criteria, as approved by the Board that allows comparison with its industry peers, and address how the Board has enhanced long-term shareholders value.

(b)

(c) (d)

(e)

(f)

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Additionally, our Nominating Committee will decide how our Boards performance is to be evaluated and, subject to the approval of our Board, propose objective performance criteria to address how our Board has enhanced long-term shareholders value. Our Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and for assessing the contribution by each individual Director to the effectiveness of our Board. Each member of our Nominating Committee shall abstain from voting on resolutions in respect of the assessment of his performance or re-nomination as director of our Company. In the event that any member of our Nominating Committee has an interest in a matter being deliberated upon by our Nominating Committee, he will abstain from participating in the review and approval process relating to that matter. Remuneration Committee The members of our Remuneration Committee are Mr Bernt Eivind sthus, Mr Sin Boon Ann and Mr Abderahmane Fodil. The Chairman of our Remuneration Committee is Mr Sin Boon Ann. Our Remuneration Committee shall recommend to our Board a framework of remuneration for the Directors and Executive Officers, as well as specific remuneration packages for each Executive Director. The quantum of the bonus of our Executive Directors and CEO will be subject to the approval of our Remuneration Committee. The bonus for our other Executive Officers will be determined solely by our Executive Directors and CEO. The recommendations of our Remuneration Committee shall be submitted for endorsement by our entire Board. The scope of responsibilities of our Remuneration Committee encompasses all aspects of remuneration, including but not limited to our Directors fees, salaries, allowances, bonuses, options and benefits-in-kind. Our Remuneration Committee shall also review the remuneration of senior management and employees related to our Directors, if any. Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his or her remuneration package. If necessary, our Remuneration Committee shall seek expert advice inside and/or outside our Company on remuneration matters. Our Remuneration Committee shall ensure that existing relationships, if any, between our Company and its appointed remuneration consultants will not affect the independence and objectivity of the remuneration consultants. Board Practices Our Directors are to be appointed by our Shareholders at a general meeting and an election of Directors is held annually. One third (or the number nearest to one third) of our Directors are required to retire from office at least once every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires. Further details on the appointment and retirement of Directors can be found in Appendix C Summary of Selected Articles of Association of our Company of this Offer Document.

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On 24 June 2013, our Shareholders approved the Performance Share Plan (also known as the Rex International Performance Share Plan). Objectives of the Performance Share Plan The Performance Share Plan was implemented with the objectives of promoting higher performance goals and recognising the achievements of our employees. Our employees and Non-executive Directors are eligible to participate in the Performance Share Plan ( Participants ). The Performance Share Plan contemplates the award of fully-paid Shares ( Awards ) to participants after certain pre-determined benchmarks have been met. Although we may, where appropriate, continue to distribute cash bonuses to our employees and Non-Executive Directors, we believe that by granting our Shares through the Performance Share Plan to our employees and Non-Executive Directors, our interests will be aligned and this will be more effective in motivating employees of the Group to work towards pre-determined goals. By providing Participants with an opportunity to participate in the equity of our Company, we aim to motivate them towards better performance in the long-term coupled with loyalty to our Group. The Performance Share Plan is formulated to reward and retain our employees who have provided essential services that are vital to our success and the factors that determine the value of the Award granted to a Participant will be, inter alia , based on individual performance including performance targets met by the Participant and strategic contribution, to be determined by our Remuneration Committee. The final Award is determined by the performance achievement over the performance period. As at the Latest Practicable Date, no Awards have been granted under the Performance Share Plan. Overview of the Performance Share Plan The Performance Share Plan is designed to reward Participants through the issue of fully-paid Shares according to the extent to which they complete certain time-based service conditions or achieve their performance targets over set performance periods. Awards granted under the Performance Share Plan may be time-based or performance-related, and in each instance, shall vest only: (a) where the Award is time-based, after the satisfactory completion of time-based service conditions, that is, after the Participant has served our Group for a specified number of years (such Awards being time-based Awards ); or where the Award is performance-related, after the Participant achieves a pre-determined performance target (such Awards being performance-related Awards ).

(b)

A time-based Award may, for example, be granted as a supplement to the cash component of the remuneration packages of senior Executive Officers that our Company seeks to attract and recruit. A performance-related Award may be granted based on the successful completion of certain targets or the achievement of certain quantifiable performance goals.

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Performance targets set are based on short to medium-term corporate objectives including market competitiveness, quality of returns, business growth and productivity growth. These performance targets include targets set based on criteria such as shareholders return, return on equity and EPS. By working towards and achieving their own performance targets, Participants would also indirectly be assisting us in attaining our objectives and strategic business goals. No minimum vesting periods are prescribed under the Performance Share Plan for Awards, and the length of the vesting period in respect of each Award will be determined on a case-by-case basis by our Remuneration Committee. We will announce the following information on SGXNET upon the grant of Awards: (a) (b) (c) total number of Participants; total number of Shares granted; and range of number of Shares granted to each Participant.

Summary of the Performance Share Plan The rules of the Performance Share Plan may be inspected by Shareholders at our registered office for a period of six months from the date of registration of this Offer Document. The following sets out a summary of the rules of the Performance Share Plan. Participants The Performance Share Plan allows for participation by employees of our Group and Nonexecutive Directors (including Independent Directors) who have attained the age of 21 years and above on or before the relevant date of grant of the Award, provided that none shall be an undischarged bankrupt. Controlling Shareholders and their associates are not eligible to participate under the Performance Share Plan. Management of the Performance Share Plan The Performance Share Plan shall be managed by the Remuneration Committee (the Administration Committee ), which has the absolute discretion to determine which persons will be eligible to participate in the Performance Share Plan. However, in compliance with the Rules of Catalist, a Participant who is a member of the Administration Committee shall not be involved in any deliberation or decision in respect of Awards (as the case may be) to be granted to or held by that Participant. Our Board is responsible for reviewing and approving remuneration packages of our key executives (other than Executive Directors). Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and key executives and determine specific remuneration packages for each Executive Director. Our Board and Remuneration Committee aim to build a capable and committed management team and workforce for our Group, through focused management and progressive policies and competitive remuneration packages which can attract and retain a pool of talented executive officers to meet the current and future growth of our Group. Our Board will be responsible for determining the terms of grant of Awards (and variation

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thereof) to Participants (other than our Directors) and the general administration of the Performance Share Plan such as extension of the duration of the term of the Performance Share Plan. Size of the Performance Share Plan The total number of (a) new Shares which may be issued pursuant to Awards granted on any date; and (b) existing Shares which may be purchased from the market for delivery pursuant to Awards granted under the Performance Share Plan, when added to the number of new Shares issued and issuable in respect of all Awards granted under the Performance Share Plan and all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed 15% of the number of issued Shares (including treasury shares, as defined in the Companies Act) on the day preceding that date of grant of the relevant Awards. In order to give our Company flexibility in structuring remuneration and compensation packages, we believe that we should have a sufficient number of Shares to accommodate Awards issued under the Performance Share Plan. Taking into consideration the size of the post-Invitation share capital of our Company as well as the number of eligible Participants in the Performance Share Plan, our Directors believe that such limit is necessary to accommodate the existing number of participants to whom Awards may be granted under the Performance Share Plan annually over the ten year period of the Performance Share Plan so as to create a meaningful compensation for Participants contributions. Awards Entitlement Awards represent the right of a Participant to receive fully-paid Shares free of charge. Awards granted under the Performance Share Plan may be time-based or performance-related as set out above. In respect of time-based Awards, a participant is entitled to receive fully-paid Shares free of charge, upon the expiry of the prescribed vesting periods. In the case of performance-related Awards, a participant is entitled to receive fully-paid Shares free of charge subject to certain prescribed performance targets being met. The vesting periods of Awards (whether time-based or performance-related) will be determined by the Administration Committee and may not be subject to such time restrictions before vesting. The selection of a Participant, the type of Award (whether time-based or performance-related), the number of Award Shares to be granted to him, and the prescribed vesting period shall be determined at the absolute discretion of the Administration Committee, which shall take into account: (a) in respect of a Participant being an employee of the Group, criteria such as his rank, job performance, potential for future development and his contribution to the success and development of our Group; and in respect of a Participant being a non-executive director, criteria such as his contribution to the success and development of our Group.

(b)

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In addition, for performance-related Awards, the extent of effort required to achieve the performance target(s) within the performance period shall be considered. The Administration Committee shall decide, in relation to each Award (whether time-based or performance related) to be granted to a Participant: (a) (b) (c) (d) the date on which the Award is to be granted; the number of Award Shares; the prescribed vesting period(s); and the extent to which Award Shares shall be released at the end of each prescribed Vesting Period.

In the case of performance-related Awards, the Administration Committee shall also decide on: (a) (b) the prescribed performance target(s); the performance period during which the prescribed performance target(s) are to be satisfied; and the extent to which Award Shares shall be released on the prescribed performance target(s) being satisfied (whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the performance period.

(c)

Grant of Awards Awards may be granted at any time during the period when the Performance Share Plan is in force. An Award letter confirming the Award and specifying, amongst others, in relation to a performance-related Award, the prescribed performance target(s) and the performance period during which the prescribed performance target(s) are to be satisfied, will be sent to each Participant as soon as is reasonably practicable after making an Award. Vesting of Awards Special provisions for the vesting and lapsing of Awards (some at the discretion of the Administration Committee) under certain circumstances include: (a) a Participant ceasing for any reason whatsoever, to be in the employment of a company in our Group or in the event the company by which the Participant is employed ceases to be a company in our Group; a Participant, being a non-executive director, ceasing to be a director of a company in our Group, for any reason whatsoever; upon the bankruptcy of the Participant; death of a Participant; a Participant committing any breach of any of the terms of his Award;

(b)

(c) (d) (e)

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(f) misconduct on the part of a Participant as determined by the Administration Committee in its discretion; a general offer being made of all or any part of our Shares; a scheme of arrangement or compromise between our Company and our Shareholders being sanctioned by the Court under the Companies Act; an order for the compulsory winding-up of the Company being made; and/or a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of the Company being made.

(g) (h)

(i) (j)

Upon the occurrence of any of the events specified in paragraphs (g) to (j) above, the Administration Committee may consider, in its absolute discretion, whether or not to release any Award. Should the Administration Committee decide to release an Award, then in determining the number of Shares to be vested in respect of such Award, the Administration Committee will have regard to the proportion of the vesting period(s) which has elapsed and the extent to which the prescribed performance target(s) (if any) has been satisfied. Upon the occurrence of any of the events specified in paragraphs (a) to (f) above, an Award then held by a Participant shall, subject as provided in the rules of the Performance Share Plan and to the extent not yet released, immediately become void and cease to have effect and the Participant shall have no claim whatsoever against our Company. We will be able to deliver Award Shares to participants upon the vesting of their Awards by way of: (a) (b) an issue of new Shares; and/or the purchase of existing Shares on behalf of the Participants.

It is our intention that Award Shares will typically be delivered to Participants upon the vesting of their Awards by way of an issue of new Shares. However, we anticipate that we may, in very limited circumstances, purchase existing Shares on behalf of the Participants upon the vesting of their Awards. These circumstances include situations when our Shares are undervalued or when it otherwise makes economic sense to purchase existing Shares. New Shares, when allotted and issued, and existing Shares, when transferred to Participants upon the release of Awards shall be subject to all the provisions of the Memorandum and Articles of Association of our Company and shall rank pari passu in all respects with the existing issued Shares, save for any dividends, rights, allotments or distributions on the record date of which falls on or before the relevant vesting date of the Shares which are the subject of the Awards. For such purposes, record date means the date as at the close of business on which our Shareholders must be registered in order to participate in any dividends, rights, allotments or other distributions. Shares which are the subject of: (a) a time-based Award shall, vest upon the expiry of each vesting period in relation to such Award and our Company shall release to the relevant participant the Award Shares to which his Award relates on the vesting date; and

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(b) a performance-related Award shall be vested with a participant on the vesting date, which shall be a Market Day falling as soon as practicable after the review by the Administration Committee of the performance target(s) prescribed in respect of such Award and determine whether it has been satisfied and, if so, the extent to which it has been satisfied, and, on the vesting date, the Administration Committee will procure the allotment or transfer to each participant of the number of Award Shares so determined.

For the purposes of determining if performance target(s) in respect of performance-related Awards have been achieved, the Administration Committee has the right to make computational adjustments to the audited results of our Company or our Group, as the case may be, to take into account such factors as the Administration Committee may determine to be relevant, including changes in accounting methods, taxes and extraordinary events. The Administration Committee also has the discretion to amend the performance target(s) if the Administration Committee decides that a changed performance target would be a fairer measure of performance, or to waive the performance target where the participant has achieved a level of performance that the Administration Committee considers satisfactory notwithstanding that the performance target has not been fulfilled. Adjustments and Alterations under the Performance Share Plan If a variation in the share capital of our Company (whether by way of a capitalisation of profits or reserves, rights issue, reduction, subdivision, consolidation or distribution) shall take place, then: (a) (b) the class and/or number of Award Shares to the extent not yet vested; and/or the class and/or number of Shares over which future Awards may be granted under the Performance Share Plan,

may, at the option of the Administration Committee, be adjusted in such manner as the Administration Committee may determine to be appropriate. However, any adjustment shall be made in such a way that a participant will not receive a benefit that a Shareholder does not receive. The issue of securities as consideration for an acquisition or a private placement of securities or the cancellation of issued shares purchased or acquired by our Company by way of a market purchase of such shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate granted by our Shareholders (including any renewal of such mandate) is in force shall not normally be regarded as a circumstance requiring adjustment. Any adjustments must be made in such a way that a Participant will not receive a benefit that a Shareholder does not receive. Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the auditors. Modifications to the Performance Share Plan The Performance Share Plan may be modified and/or altered from time to time by a resolution of our Board, subject to the prior approval of the SGX-ST and such other regulatory authorities as may be necessary.

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However, no modification or alteration shall adversely affect the rights attached to Awards granted prior to such modification or alteration except with the written consent of such number of participants under the Performance Share Plan who, if their Awards were released to them, would thereby become entitled to not less than 75.0% of the aggregate number of all our Shares which would be issued upon exercise in full of all outstanding Awards under the Performance Share Plan. No alteration shall be made to certain rules of the Performance Share Plan to the advantage of the holders of the Awards, as the case may be, except with the prior approval of our Shareholders in general meeting. Duration of the Performance Share Plan The Performance Share Plan shall continue in operation at the discretion of the Administration Committee for a maximum period of ten years commencing on the date on which the Performance Share Plan was adopted by our Company in general meeting, provided that the Performance Share Plan may continue beyond the above stipulated period with the approval of our Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. The Performance Share Plan may be terminated at any time by the Administration Committee and by resolution of our Company in general meeting, subject to all relevant approvals which may be required being obtained. The termination of the Performance Share Plan shall not affect Awards which have been granted in accordance with the Performance Share Plan. Abstention from voting Participants who are Shareholders are to abstain from voting on any Shareholders resolution relating to the Performance Share Plan and any modification thereof. Participants may, however, act as proxies of Shareholders in respect of the votes of such Shareholders in relation to any such resolutions, provided that specific instructions have been given in the proxy forms on how the votes are to be cast in respect of the resolution. Participation of Non-Executive Directors While the Performance Share Plan caters primarily to Executive Directors and employees of our Group, it is recognised that there are other persons who make significant contributions to the success and development of our Group through their close working relationships with the Group even though they are not employed within our Group. Such persons include our Non-Executive Directors of our Company and/or its subsidiaries, who may comprise individuals from different disciplines with varying working experience and backgrounds that we may tap on for assistance in furthering our business interests. The inclusion of such Non-Executive Directors as Participants will grant us the flexibility of compensating them for their services in the form of cash and Awards. As it may not always be possible to compensate such persons fully or appropriately solely by way of directors fees, the Performance Share Plan enable us to recognise the special assistance and contribution of such persons.

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Our Remuneration Committee has full discretion in the determination of the Awards granted to such Non-Executive Directors. However, our Remuneration Committee notes that the contributions of Non-Executive Directors cannot be measured in the same way as full-time employees of our Group because of the different nature of their contributions and services. As such, the Remuneration Committee will propose a performance framework comprising mainly non-financial performance measurement criteria such as the extent of involvement and responsibilities shouldered by the relevant Non-Executive Director. In addition, the Remuneration Committee will also consider the scope of the advice given, the number of contacts and the size of the deals which we are able to procure from the contacts and recommendations of that Non-Executive Director. The Awards that will eventually be granted to such Non-Executive Directors will also be dependent on, inter alia , (i) the financial condition of the Company and the Group as a whole; (ii) prevailing market conditions; and (iii) the overall remuneration package of the relevant Non-Executive Director. The Remuneration Committee may also decide not to grant any Award to a Non-Executive Director at all. In order to minimise potential conflicts of interests and not to compromise the independence of our Non-Executive Directors, we do not intend to grant Awards of significant sizes to these Non-Executive Directors. In the event that any Awards are granted to Independent Directors, the quantum of such Awards will not be of such significance as will affect or compromise the independence of such Independent Directors. The Non-Executive Directors will continue to be remunerated for their services primarily by way of directors fees. Financial Effects of the Performance Share Plan The accounting rules in the Singapore Financial Reporting Standards are effective for financial periods beginning on or after 1 January 2005. It requires the fair value of employee services received in exchange for the grant of our Shares to be recognised as an expense. For equity-settled share-based payment transactions, the total amount to be expensed in the income statement over the vesting period is determined by reference to the fair value of the each Share granted at the grant date and the number of Shares vested by the vesting date, with a corresponding increase in equity. Before the end of the vesting period, at each balance sheet date, the entity revises its estimates of the number of Shares that are expected to vest by the vesting date and recognises the impact of this revision in the income statement with a corresponding adjustment to equity. After the vesting date, no adjustment to the income statement would be made. When new Shares are issued to participants, the share capital will increase. If existing Shares are purchased, as opposed to new Shares issued for delivery to participants, the Performance Share Plan will have no impact on our Companys share capital. The consolidated NTA will be decreased by the amount of expenses charged to the income statement if existing Shares are purchased. If new Shares are issued, there would be no effect on the consolidated NTA due to the offsetting effect of expenses recognised and increased share capital. During the vesting period, the consolidated EPS would be reduced by both the expense recognised and the potential ordinary Shares to be issued under the Performance Share Plan. NTA per Share would be diluted as a result of the reduced NTA if existing Shares are purchased or the increased share capital if new Shares are issued.

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

Our Shareholders adopted the Share Option Scheme (also known as the Rex International Employee Share Option Scheme) on 24 June 2013. Objectives of the Share Option Scheme The Share Option Scheme is an incentive plan that will provide employees with the opportunity to share in the well-being and prosperity our Group. It is aimed at retaining and rewarding valuable and outstanding employees, and incentivising them to continue contributing to the long-term growth and success of our Group. The Share Option Scheme will align interests of participants and our Shareholders and aims to attract potential employees who have the relevant skills to contribute to our Group and maximise our Shareholders value. Pursuant to the Share Option Scheme, Options will be awarded to participants after certain targets are met. As at the Latest Practicable Date, no Options have been granted under the Share Option Scheme. Summary of the Share Option Scheme The rules of the Share Option Scheme are available for inspection at our Companys registered office for a period of six months from the date of registration of this Offer Document. The following is a summary of the rules of the Share Option Scheme. Participants In order to be eligible to participate, the employee must be an employee or Non-Executive Director (including Independent Directors) who have attained the age of 21 years and above on or before the relevant date of grant of the Option, provided that none shall be an undischarged bankrupt. Controlling Shareholders and their associates are not eligible to participate under the Share Option Scheme. Administration of the Share Option Scheme The Share Options Scheme shall be administered by the Share Options Committee. The Share Options Committee has the absolute discretion to determine an employees eligibility to participate in the Share Options Scheme. It also has the power to modify regulations, and determine any dispute and uncertainty as to the Share Option Scheme, provided that it is not inconsistent with the Share Option Scheme. However, in compliance with the Rules of Catalist, a participant who is also a member of the Share Options Committee is precluded from being involved in decisions relating to the grant of Options to him. Size of the Share Option Scheme The total number of new Shares over which the Share Options Committee may grant Options on any date, when added to the number of new Shares issued and issuable in respect of (a) all Options granted under the Scheme, and (b) all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed 15.0% of the number of all issued Shares (excluding treasury shares, as defined the Companies Act) on the day preceding that date.

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

This limit gives us the much-needed flexibility to decide upon the number of Option Shares to be granted under the Share Option Scheme. As our Company grows, more new employees may have to be employed. As a result, the pool of eligible participants will also increase. Hence, the number of Options offered must correspondingly increase such that it is sufficient to serve as a meaningful reward for contribution to our Group. The number of Option Shares to be granted to each participant is decided upon by the Share Options Committee, in considering the employees performance and contribution to our Group. Options entitlements The Share Options Committee has the discretion to decide on the number of Option Shares to be granted to each participant. In so doing, the Share Options Committee shall base their decision on objective criteria such as the rank and responsibilities of the participant, his performance, years of service/appointment, his potential for future development, and the performance of our Company. Options, exercise period and exercise price The exercise price of Options shall be determined at the discretion of the Share Options Committee on the date on which the Options are granted. The exercise price may be set at: (a) a price equal to the average of the last dealt prices for the Shares on the SGX-ST over the five consecutive trading days immediately preceding the date that Option was granted, as determined by the Share Options Committee by reference to the daily official list or any other publication published by the SGX-ST, rounded to the nearest whole cent in the event of fractional prices (the Market Price ); or a price which is set at a discount to the Market Price, provided that: (i) the maximum discount shall not exceed 20.0% of the Market Price (or such other percentage or amount as may be determined by the Share Options Committee and permitted by the SGX-ST); and the Shareholders in general meeting shall have authorised, in a separate resolution, the making of offers and grants of Options under the Scheme at a discount not exceeding the maximum discount as aforesaid.

(b)

(ii)

Pursuant to the Rules of Catalist, Options granted at a discount may be exercised two years from the date the Option was granted; while Options granted at Market Price may be exercised one year from the date of grant. In both cases, Options will expire ten years from the date of grant. Grant of Options The Share Options Committee may grant Options at any time, so long as the Share Option Scheme is still in force. However, where an announcement on any matter of an exceptional nature involving unpublished price sensitive information is made, Options may only be granted on or after the second Market Day from the date on which such announcement is released.

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

Termination of Options Options may lapse or be exercised earlier in circumstances such as the termination of the participants employment, misconduct on the part of the participant, bankruptcy of the participant, death of the participant, a take-over of our Company, or the winding-up of our Company. Acceptance of Options The acceptance of a grant of an Option shall be done within 30 days from the date the Option was granted. The acceptance of an Option shall be accompanied by payment of S$1.00 to our Company, a signed Acceptance Form, and shall not be later than 5.00 p.m. on the thirtieth day from such date. The Option shall automatically lapse upon the expiration of the 30-day period. Rights of Shares arising from the exercise of Options Shares which are allotted on the exercise of an Option shall be subject to our Companys Memorandum and Articles of Association and shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the Record Date for which is on or after the relevant date upon which such exercise occurred, and shall in all other respects rank pari passu with other existing Shares then in issue. Duration of the Share Option Scheme The Share Option Scheme shall be in force for a maximum of 10 years from the date on which the Share Option Scheme was adopted by our Company. Upon obtaining the approval of the Shareholders by ordinary resolution in general meeting and of any relevant authorities which may be required, the Share Option Scheme may continue beyond 10 years from the date it was adopted. Abstention from voting Participants who are Shareholders are precluded from voting on any Shareholders resolution relating to the Share Option Scheme. Modifications to the Share Option Scheme The Share Options Committee shall not make modifications or alterations that adversely alter the rights attached to the Option prior to such modification or alteration. This is except if the consent of such number of participants who, if they exercised their Options in full, would thereby become entitled to not less than 75.0% of the number of all the Shares which would fall to be allotted upon exercise in full of all outstanding Options, has been obtained. Unless the prior approval of the Shareholders in general meeting has been obtained, no modifications or alterations which would be to the advantage of participants shall be made. The Share Options Committee shall obtain the prior approval of the SGX-ST and such other regulatory authorities as may be necessary before modifying or altering any provisions of the Share Options Scheme.

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

Notwithstanding the aforementioned, the Share Options Committee may, by a resolution, amend or alter the Share Option Scheme in any way as necessary to cause the Share Option Scheme to comply with the Listing Manual and the requirements of any other regulatory authorities as may be necessary. Grant of Incentive Options at a discount The Share Option Scheme envisages offering incentive Options to participants with exercise prices set at a discount to the prevailing market prices of our Shares ( Incentive Options ) to operate as a means to recognise the performance of participants. This would motivate participants to continue to excel while encouraging them to focus on improving the profitability and return of our Group, which will benefit all Shareholders when these are reflected through share price appreciation. Incentive Options would be perceived in a more positive light by the participants, inspiring them to work hard and produce results in order to be offered Incentive Options, as only employees who have made outstanding contributions to the success and development of our Group would be granted Incentive Options. The flexibility to grant Options with discounted prices is also intended to cater to situations where the stock market performance has overrun the general market conditions. In such events, the Share Options Committee will have absolute discretion to: (a) grant Options set at a discount to Market Price of a Share (subject to a maximum limit of 20%); and determine the participants to whom, and the Options to which, such reduction in exercise prices will apply.

(b)

In determining whether to give a discount and the quantum of the discount, the Share Options Committee shall be at liberty to consider factors including the performance of our Company, our Group, the performance of the participant concerned, the contribution of the participant to the success and development of our Group and the prevailing market conditions. The Share Options Committee will determine on a case-by-case basis whether a discount will be given, and if so, the quantum of the discount, taking into account the objective that is desired to be achieved by our Company and the prevailing market conditions. As the actual discount given will depend on the relevant circumstances, the extent of the discount may vary, and from time to time, subject to a maximum discount of 20% of the Market Price of a Share. The discretion to grant Incentive Options will, however, be used judiciously. It is envisaged that our Company may consider granting the Incentive Options under circumstances including (but not limited to) the following: (a) where, due to speculative forces in the stock market resulting in an overrun of the market, the market price of our Shares at the time of the grant of Incentive Options is not a true reflection of the financial performance of our Company; to enable our Company to offer competitive remuneration packages in the event that the practice of granting Incentive Options become more significant components of executive remuneration packages, a discretion to grant Incentive Options will provide our Company with a means to maintain the competitiveness of our Group compensation strategy; and/or

(b)

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

(c) where our Group needs to provide more compelling motivation for specific business units to improve their performance, grants of Incentive Options will help to align the interests of employees with those of our Shareholders by encouraging them to focus more on improving the profitability and return of our Group above a certain level which will benefit all Shareholders when these are eventually reflected through share price appreciation. As such, Incentive Options would be perceived more positively by the employees who receive such Incentive Options.

Such flexibility in determining the quantum of discount would enable the Share Options Committee to tailor the incentives in the grant of Incentive Options to be commensurate with the performance and contribution of each individual participant. By individually recognising the degree of performance and contribution of each participant, the granting of Incentive Options at a commensurate discount would enable the Share Options Committee to provide incentives for better performance, greater dedication and loyalty of the participants. Our Company may also grant Market Price Options without a discount to the market price of our Companys shares. Additionally, our Company may, if it deems fit, impose conditions on the exercise of the Options (whether such Options are granted at the market price or at a discount to the market price), such as restricting the number of Shares for which the Option may be exercised during the initial years following its vesting. Participation of Non-Executive Directors Our Non-Executive Directors are not involved in the day-to-day running of our operations, but we recognise that they play an invaluable role in furthering the business interests of our Group by contributing their experience and expertise. Participation by Non-Executive Directors in the Share Option Scheme will provide us with a further avenue to acknowledge and recognise their services and contributions as it may not always be possible to compensate them fully or appropriately by increasing directors fees, or through other forms of cash payment. Our Non-executive Directors may bring strategic or other value to our Company which may be difficult to quantify in monetary terms. Granting Options to Non-executive Directors will allow us to attract and retain experienced and qualified persons from different professional backgrounds to join our Company as NonExecutive Directors, and to motivate our existing Independent Directors to take extra efforts to promote the interests of our Company and/or our Group. The factors that will be considered in deciding whether to grant Options to Non-Executive Directors include the services and contributions made to the growth, development and success of our Group and the years of service of a particular Non-Executive Director. The Share Options Committee may also, where it considers relevant, take into account other factors such as the economic conditions and our Companys performance. In order to minimise any potential conflict of interests and not to compromise the independence of the Non-Executive Directors, our Company intends to grant only a nominal number of Options granted under the Share Option Scheme to such Non-Executive Directors. In the event that any conflict of interests may arise in any matter to be decided by the Board, our Company shall procure that the relevant Independent Directors abstain from voting on such matter at the Board meeting.

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REX INTERNATIONAL EMPLOYEE SHARE OPTION SCHEME

Financial Effects of the Share Option Scheme Any Options granted under the Share Option Scheme would have a fair value. In the event that such Options are granted at prices below the fair value of the Options, there will be a cost to our Company. Such costs may be more significant in the case of Incentive Options, where Options granted have exercise prices set at a discount to the prevailing market price of our Shares. The cost to our Company of granting Options under the Share Option Scheme is: (a) the exercise of an Option at the exercise price would translate into a reduction of the proceeds from the exercise of such Option, as compared to the proceeds that our Company would have received from such exercise had the exercise been made at the prevailing market price of our Shares. Such reduction of the exercise proceeds would represent the monetary cost to our Company; as the monetary cost of granting Options with a discounted exercise price is borne by our Company, the earnings of our Company would effectively be reduced by an amount corresponding to the reduced interest earnings that our Company would have received from the difference in proceeds from exercise price with no discount versus the discounted exercise price. Such reduction would, accordingly, result in the dilution of our Companys earnings per Share; and the effect of the issue of new Shares upon the exercise of Options, is that our Companys net tangible asset per Share will increase if the exercise price is above the net tangible asset per Share and decrease, if the exercise price is below the net tangible asset per Share.

(b)

(c)

The costs as discussed above would only materialise upon the exercise of the relevant Options. Share options have value because the option to buy a companys share for a fixed price during an extended future time period is a valuable right, even if there are restrictions attached to such an option. As our Company is required to account for share-based awards granted to our employees, the cost of granting Options will affect our financial results as this cost to our Company would be required to be charged to our Companys profit and loss account commencing from the time Options are granted. Subject as aforesaid, as and when Options are exercised, the cash inflow will add to the net tangible assets of our Company and its share capital base will grow. Where Options are granted with subscription prices that are set at a discount to the market prices for our Shares prevailing at the time of the grant of such Options, the amount of the cash inflow to our Company on the exercise of such Options would be diminished by the quantum of the discount given, as compared with the cash inflow that would have been receivable by our Company had the Options been granted at the market price of our Shares prevailing at the time of the grant. The grant of Options will have an impact on our Companys reported profit under the accounting rules in the Singapore Financial Reporting Standards which is effective for financial periods beginning on or after 1 January 2013. It requires the recognition of an expense in respect of Options granted. The expenses will be based on the fair value of the Options at the date of grant (as determined by an option-pricing model) and will be recognised over the vesting period. Details of the number of Options granted pursuant to the Share Option Scheme, the number of Options exercised and the exercise price (as well as any applicable discounts) will be disclosed in our annual report.

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DESCRIPTION OF OUR SHARES

The following are summaries of our capital structure and the more important rights and privileges of our Shareholders as conferred by the laws of Singapore and our Memorandum and Articles of Association. These statements summarise material provisions of our Articles of Association but are qualified in entirety by reference to our Articles of Association and the laws of the Singapore. A copy of our Memorandum and Articles of Association will be available for inspection at our offices during normal business hours for a period of six months from the date of the registration of this Offer Document with the SGX-ST. Shares Our Articles provide that we may issue shares of a different class with preferential, deferred, qualified or special rights, privileges or conditions as our Directors may think fit and may issue preference shares which are, or at our option are, redeemable, subject to certain limitations. Our Shares do not have a par value. As at the date of this Offer Document, all the Shares have been issued and fully paid. All of our shares are in registered form. We may, subject to the provisions of the Companies Act and the listing rules of the SGX-ST, purchase our own Shares. However, we may not, except in circumstances permitted by the Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our Shares. Shareholders Only persons who are registered on our register of shareholders and, in cases in which the person so registered is CDP, the persons named as the depositors in the depository register maintained by CDP for our Shares, are recognised as our Shareholders. We will not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any Share other than the absolute right thereto of the registered holder of that Share or of the person whose name is entered in the depository register for that share. We may close our register of members for any time or times if we provide the Accounting and Corporate Regulatory Authority of Singapore with at least 14 days notice and the SGX-ST at least 10 clear Market Days notice. However, the register may not be closed for more than 30 days in aggregate in any calendar year. We typically close the register to determine our shareholders entitlement to receive dividends and other distributions. Transfer of Shares There is no restriction on the transfer of fully paid Shares except where required by law or the listing rules or the rules or by-laws of the SGX-ST. Our Directors may, in their discretion, decline to register any transfer of Shares which are not fully paid or Shares on which we have a lien. Shares may be transferred by a duly signed instrument of transfer in a form approved by the SGX-ST. Our Directors may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certificate and such other evidence of title as they may require. We will replace lost or destroyed certificates for shares if we are properly notified and the applicant pays a fee which will not exceed S$2 and furnishes any evidence and indemnity that our Directors may require.

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DESCRIPTION OF OUR SHARES

General Meetings of Shareholders We are required to hold an annual general meeting every year. Our Directors may convene an extraordinary general meeting whenever they think fit and must do so if our Shareholders representing not less than 10.0% of the total voting rights of all our Shareholders, request in writing that such a meeting be held. In addition, two or more of our Shareholders holding not less than 10.0% of our issued share capital may call a meeting. Unless otherwise required by law or by our Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment of Directors. A special resolution, requiring the affirmative vote of at least 75.0% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to our Memorandum and Articles of Association, a change of our corporate name and a reduction in our share capital or capital redemption reserve fund. We must give at least 21 days notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days notice in writing. The notice must be given to each of our shareholders who have supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business. Voting Rights A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or by proxy. A proxy does not need to be a Shareholder. A person who holds Shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the depository register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles, two or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every Shareholder present in person and by proxy shall have one vote (provided that in the case of a Shareholder who is represented by two proxies, only one of the two proxies as determined by that Shareholder or, failing such determination, by the Chairman of the meeting in his sole discretion shall be entitled to vote on a show of hands), and on a poll, every Shareholder present in person or by proxy shall have one vote for each Share which he holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than 10.0% of the total voting rights of all Shareholders having the right to attend and vote at the meeting or by not less than five members having the right to vote at the meeting. In the case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote. Dividends We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board. We must pay all dividends out of our profits. We may satisfy dividends by the issue of Shares to our shareholders. Please refer to the section entitled Bonus and Rights Issue below. All dividends are paid pro-rata amongst our shareholders in proportion to the amount paid-up on each shareholders shares, unless the rights attaching to an issue of any Share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a shareholder whose name is entered in the depository register shall, to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect of that payment. 200

DESCRIPTION OF OUR SHARES

Bonus and Rights Issue Our Board may, with the approval of our Shareholders at a general meeting, capitalise any reserves or profits (including profits or monies carried and standing to any reserve) and distribute the same as bonus shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Board may also issue rights to take up additional Shares to other Shareholders in proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which we are listed. Takeovers Under the Singapore Take-over Code issued by the Authority pursuant to Section 321 of the SFA, any person acquiring an interest, either on his own or together with persons acting in concert with him, in 30.0% or more of our voting shares must extend a takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Take-over Code. In addition, a mandatory takeover offer is also required to be made if a person holding, either on his own or together with persons acting or presumed to be acting in concert with him, between 30.0% and 50.0% of the voting shares acquires additional voting shares representing more than 1.0% of the voting shares in any six-month period. Liquidation or Other Return of Capital If we are liquidated or in the event of any other return of capital, holders of our Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares. Indemnity As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board and officers shall be entitled to be indemnified by us against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. We may not indemnify our Directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to us. Limitations on Rights to Hold or Vote Shares Except as described in Voting Rights and Takeovers above, there are no limitations imposed by Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote ordinary Shares.

201

DESCRIPTION OF OUR SHARES

Minority Rights The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon application by any of our shareholders, as they think fit to remedy any of the following situations where: (a) our affairs are being conducted or the powers of our Directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our Shareholders, including the applicant.

(b)

Singapore courts have a wide discretion as to the relief they may grant and such relief is in no way limited to those listed in the Companies Act itself. Without prejudice to the foregoing, the Singapore courts may: (a) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of our affairs in the future; authorise civil proceedings to be brought in our name, or on our behalf, by a person or persons and on such terms as the court may direct; provide for the purchase of a minority shareholders shares by our other shareholders or by us and, in the case of a purchase of shares by us, a corresponding reduction of our share capital; in the case of a purchase of shares by our Company, provide for a reduction accordingly of our Companys capital; or provide that we be wound up.

(d)

(e)

(f)

Treasury Shares Our Articles of Association expressly permits our Company to purchase or acquire shares or stocks of our Company and to hold such shares or stocks (or any of them) as treasury shares in accordance with requirements of Section 76 of the Companies Act. Our Company may make a purchase or acquisition of our own shares (a) on a securities exchange if the purchase or acquisition has been authorised in advance by our Company in general meeting; or (b) otherwise than on a securities exchange if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by our Company in general meeting. The aggregate number of Shares held as treasury shares shall not at any time exceed 10.0% of the total number of Shares of our Company at that time. Any excess shares shall be disposed or cancelled before the end of a period of six months beginning with the day on which that contravention of limit occurs, or such further period as the Registrar may allow. Where shares or stocks are held as treasury shares by our Company through purchase or acquisition by our Company, our Company shall be entered in the register as the member holding those shares or stocks.

202

DESCRIPTION OF OUR SHARES

Our Company shall not exercise any right in respect of the treasury shares and any purported exercise of such a right is void. Such rights include any right to attend or vote at meetings and our Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of our Companys assets (including any distribution of assets to members on a winding up) may be made, to our Company in respect of the treasury shares. However, this would not prevent an allotment of shares as fully paid bonus shares in respect of the treasury shares or the subdivision or consolidation of any treasury share into treasury share of a smaller amount, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be. Where Shares are held as treasury shares, our Company may at any time (i) sell the Shares (or any of them) for cash; (ii) transfer the Shares (or any of them) for the purposes of or pursuant to an employees share scheme; (iii) transfer the Shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; or (iv) cancel the Shares (or any of them).

203

EXCHANGE CONTROLS
There are currently no exchange control restrictions on the repatriation of capital and the remittance of profits into or out of the jurisdictions in which our Group operates in, or to our Group in these jurisdictions. The jurisdictions in which our Group operates in are British Virgin Islands, Isle of Man, Norway, Singapore, Malaysia, the Sultanate of Oman, the UAE and the United States of America.

204

TAXATION
The following is a summary of certain tax matters arising under the current tax laws in Singapore on the tax consequences in relation to the purchase, ownership and disposal of the Shares. The summary is based on current tax laws in Singapore and is not intended to be and does not constitute legal or tax advice. While this summary is considered to be a correct interpretation of existing laws in force as at the date of this Offer Document, no assurance can be given that the courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such law, which may be retrospective, will not occur. The summary is limited to a general description of certain tax consequences in Singapore with respect to ownership of the Shares by the Shareholders, and does not purport to be a comprehensive or exhaustive description of all of the tax considerations that may be relevant to a Shareholders decision with regard to the Placement. Shareholders should consult their own tax advisers concerning the application of Singapore tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Shares arising under the laws of any other tax jurisdictions. It is emphasized that neither we, the Directors nor any other persons involved in this Placement accepts responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of our Shares. Singapore Taxation Taxation of the Company The Company will be subject to Singapore income tax at the prevailing corporate income tax rate, currently 17%, with partial tax exemption granted as follows: 75% of the first S$10,000 of normal chargeable income; and 50% of up to the next S$290,000 of normal chargeable income.

It was proposed in the 2013 Singapore Budget that a 30% corporate income tax rebate, capped at S$30,000 per year of assessment ( YA ) will be granted to companies for three years from YA 2013 to YA 2015. The Company is liable to Singapore income tax on: income accrued in or derived from Singapore; and unless such income is otherwise exempt from tax, income derived from outside Singapore which is received in Singapore or deemed to have been received in Singapore by the operation of law.

The Companys income may include dividends from Rex International Investments. Provided that Rex International Investments is a Singapore tax resident company (a company is considered to be tax resident in Singapore if the control and management of its business is exercised in Singapore), dividends paid by Rex International Investments will be exempt from Singapore income tax in the hands of the Company.

205

TAXATION
Gains on disposal of shares in Rex International Investments Singapore does not impose tax on capital gains. The determination of whether the gains from disposal of shares in a company are income or capital in nature is based on a consideration of the facts and circumstances of each case. However, gains derived from the disposal of ordinary shares by companies during 1 June 2012 to 31 May 2017 (both dates inclusive) will be exempt from tax in Singapore (the Tax Certainty Rules ), if immediately prior to the date of disposal: the divesting company legally and beneficially owns at least 20% in the company whose ordinary shares are being disposed of; and the divesting company maintains the minimum 20% ordinary shareholding for a minimum period of at least 24 months prior to the day of disposal.

The Tax Certainty Rules does not apply to the disposal of shares in an unlisted investee company that is in the business of trading or holding Singapore immovable properties (other than in the business of property development) or disposal of shares where the gains or profits of which are included as part of the income of a company referred to in Section 26 of the Income Tax Act (which applies generally to insurers). The Tax Certainty Rules may also be reviewed after the period of 1 June 2012 to 31 May 2017. In the event that the Company disposes of its shares in Rex International Investments, any gains derived by the Company therefrom should not be liable to Singapore income tax unless such gains are considered income in nature. Generally, gains on disposal of shares are considered income in nature if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore, for example, if the shares are held by the Company as its trading assets. Such gains, even if they do not arise from an activity in the ordinary course of trade or business, may also be considered gains or profits of an income nature if the shares were acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes. However, if the gains qualify for the Tax Certainty Rules, they will not be subject to Singapore income tax. Taxation of Rex International Investments Rex International Investments is liable to Singapore income tax on: income accrued in or derived from Singapore; and unless such income is otherwise exempt from tax, income derived from outside Singapore which is received in Singapore or deemed to have been received in Singapore by the operation of law.

Rex International Investments will be subject to Singapore income tax at the prevailing corporate income tax rate, currently 17%, with partial tax exemption granted on the first S$300,000 of its normal chargeable income.

206

TAXATION
Further, it was proposed in the 2013 Singapore Budget that a 30% corporate income tax rebate, capped at S$30,000 per YA will be granted to companies for three years from YA 2013 to YA 2015. Rex International Investments income may include dividends from its foreign subsidiaries. Such dividend income received or deemed received in Singapore by Rex International Investments may be subject to tax in Singapore unless they qualify for tax exemption upon satisfying the following conditions: in the year the dividend income is received in Singapore, the headline corporate tax rate of the jurisdiction from which it is received is at least 15%; the dividend has been subjected to tax in the jurisdiction from which it is received; the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to Rex International Investments; and Rex International Investments is a Singapore tax resident.

The foreign dividends should not be subject to Singapore income tax if they are not received or deemed received in Singapore (for example, if such foreign dividends are kept in an offshore bank account of Rex International Investments). Gains on disposal of shares in Rex International Investments subsidiaries Singapore does not impose tax on capital gains. Any gains derived by Rex International Investments from the disposal of shares in its subsidiaries should not be liable to Singapore income tax unless such gains are considered income in nature. Generally, gains on disposal of shares are considered income in nature if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore, for example, if the shares are held by Rex International Investments as its trading assets. Such gains, even if they do not arise from an activity in the ordinary course of trade or business, may also be considered gains or profits of an income nature if the shares were acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes. However, if the gains qualify for the Tax Certainty Rules, they will not be subject to Singapore income tax. Taxation of Shareholders Under the one-tier corporate tax system, the tax paid by a Singapore resident company is a final tax and the distributable profits of the company can be paid to shareholders as tax exempt (one-tier) dividends. Accordingly, dividends paid by the Company will be exempt from Singapore tax in the hands of Shareholders, regardless of the tax residence status or the legal form of the Shareholders. However, foreign Shareholders are advised to consult their own tax advisors to take into account the tax laws of their respective countries of residence and the existence of any double taxation agreement which their country of residence may have with Singapore.

207

TAXATION
Gains on disposal of Shares Singapore currently does not impose tax on capital gains. Therefore, gains on disposal of the Shares that are capital in nature will not be subject to Singapore income tax. However, gains on disposal of the Shares may be considered income in nature and subject to Singapore income tax if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore, for example, if the Shares are held by the Shareholders as their trading assets. Such gains, even if they do not arise from an activity in the ordinary course of trade or business, may also be considered gains or profits of an income nature if the Shares were acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes. As the precise tax status of one Shareholder will vary from another, Shareholders are advised to consult their own professional advisers on the Singapore tax consequences that may apply to their individual circumstances. In addition, Shareholders who adopt the tax treatment to be aligned with the Singapore Financial Reporting Standard 39 Financial Instruments Recognition and Measurement ( FRS 39 ) may be taxed on gains or losses (not being gains or losses in the nature of capital) even though no sale or disposal of the Shares is made. Shareholders who may be subject to such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the Shares. Stamp duty There is no stamp duty payable on the subscription, allotment or holding of the Shares. No stamp duty is payable upon any transfer of the Shares if no instrument of transfer is executed (such as in the case of scripless shares). Goods and Services Tax (GST) The issue of the Shares is not subject to GST. The sale of the Shares by a GST-registered investor belonging in Singapore for GST purposes through an SGX-ST member or to another person belonging in Singapore for GST purposes is an exempt supply not subject to GST. Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in making such an exempt supply is generally not recoverable from the Singapore Comptroller of GST unless the investor satisfies the conditions prescribed under the GST legislation or under certain GST concessions. Where the Shares are sold by a GST-registered investor contractually to and for the direct benefit of a person belonging outside Singapore (and who is outside Singapore at the time of supply), the sale is a taxable supply subject to GST at 0%. Any input GST (for example, GST on brokerage) incurred by him in the making of this zero-rate supply for the purpose of his business will, subject to the provisions under the GST legislation, be recoverable as an input tax credit in his GST returns.

208

TAXATION
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in connection with purchase and disposition of the Shares. Services such as brokerage and advisory services rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investors purchase, ownership or disposition of the Shares will be subject to GST at the standard rate of 7%. Similar services rendered contractually to and for the direct benefit of an investor belonging outside Singapore for GST purposes (and who is outside Singapore at the time of supply), will be subject to GST at 0%. Estate Duty Singapore estate duty has been abolished with effect from 15 February 2008.

209

CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement system of CDP, and all dealings in and transactions of our Shares through Catalist will be effected in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as amended, modified or supplemented from time to time. Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP. Persons named as direct Securities Account holders and Depository Agents in the Depository Register maintained by CDP, rather than CDP itself, will be treated, under our Articles of Association and the Companies Act, as members of our Company in respect of the number of Shares credited to their respective Securities Accounts. Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist, although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book entry settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part thereof of the last transacted price where it is withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on Catalist must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP, and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$20.00 is payable upon the deposit of each instrument of transfer with CDP. The above fees may be subject to such charges as may be in accordance with CDPs prevailing policies or the current tax policies that may be in force in Singapore from time to time. Transactions in our Shares under the book-entry settlement system will be reflected by the sellers Securities Account being debited with the number of Shares sold and the buyers Securities Account being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for our Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.04% of the transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to GST at the prevailing rate of 7% (or such other rate prevailing from time to time). Dealing in our Shares will be carried out in Singapore Dollars and will be effected for settlement on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally takes place on the third (3rd) Market Day following the transaction date, and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a direct account with CDP or a sub-account with a CDP Depository Agent. The CDP Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

210

GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 1. Save as disclosed below, none of our Directors, Executive Officers and Controlling Shareholders: (a) has, at any time during the last ten years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; has, at any time during the last ten years, had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency; has any unsatisfied judgment against him; has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach; has, at any time during the last ten years, had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity;

(b)

(c) (d)

(e)

(f)

(g)

(h)

(i)

211

GENERAL AND STATUTORY INFORMATION

(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of affairs of: (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(ii)

(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; or (k) has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or governmental agency, whether in Singapore or elsewhere.

Our Director, Dr Karl Lidgren, and Chief Executive Officer, Mr Mns Lidgren, brought civil proceedings against the Swedish tax authority for wrongful assessment of tax payable. In 2009, the Swedish tax authority assessed Dr Karl Lidgren and Mr Mns Lidgren for taxes which they allegedly did not declare being owners of a company which was registered in the USA. The assessment relates to certain income received by Dr Karl Lidgren and gains on disposal of shares allegedly made by Mr Mns Lidgren. At the relevant time, Dr Karl Lidgren was no longer resident in Sweden for several years and Mr Mns Lidgren did not gain from the disposal of his interest in the company registered in the USA. The Administrative Court of First Instance in Sweden held on 29 November 2011, that Dr Karl Lidgren and Mr Mns Lidgren were not liable to pay the taxes that the Swedish tax authority had claimed against them. The Administrative Court of First Instance in Sweden also held the Swedish tax authority to be liable for costs incurred by Dr Karl Lidgren and Mr Mns Lidgren in relation to the proceedings for approximately S$120,000. Dr Karl Lidgren and Mr Mns Lidgren believes the claims of the Swedish tax authority were frivolous and without merit. However, the Swedish tax authority appealed the judgment, and the ruling from the Administrative Court of Appeal is expected later this year. While Dr Karl Lidgren and Mr Mns Lidgren do not expect the judgment of the Administrative Court of Appeal to differ from the Administrative Court of First Instance, the maximum amount they are liable to each pay to the Swedish tax authority under this appeal should the initial judgment be overturned, will not be more than 4 million Swedish Kroners (approximately S$750,000), together with a potential tax penalty of up to 40% of the taxes owed. In 2006, our Director, Mr Bernt Eivind sthus, was appointed to the board of directors of Has Holding AS and Komstra AS, for the purposes of liquidation of these companies. As part of the process of liquidation of companies in Norway, a legal adviser will be appointed to the board of directors to oversee the liquidation process. Mr sthus was not otherwise involved in these companies as a director or as an executive officer. 212

GENERAL AND STATUTORY INFORMATION

Mr Muhammad Sameer Yousuf Khan, our Independent Non-Executive Director, was previously a non-executive director of Well Commercial Pte Ltd ( Well Commercial ), a company involved in the wholesale of stationery and IT equipment, from 20 January 2011 to 29 April 2011. Pursuant to his position as a financial director and chief financial officer of Drydocks World LLC, he was appointed as a nominee on the board of several subsidiaries of Drydocks World LLC, including Well Commercial. Mr Khans last day of employment with Drydocks World LLC was 16 February 2011, and accordingly, he tendered his resignation as director from the various subsidiaries. However, the filings were only completed on 29 April 2011, which was his effective date of resignation. At the time of Mr Khans resignation from Drydocks World LLC, Well Commercial was a dormant company with no operations. Mr Khan understands that Well Commercial subsequently entered into creditors voluntary winding up proceedings on 19 April 2013. To the best of his knowledge, Well Commercial only owned one property that was subsequently disposed of, and Well Commercial was then later wound up. As a representative and nominee of Drydocks World LLC, Mr Khan was not involved in the day-to-day management of Well Commercial. 2. There is no shareholding qualification for Directors under our Articles of Association. Save as disclosed on the sections entitled Restructuring Exercise and Interested Person Transaction of this Offer Document, none of our Directors is interested, directly or indirectly, in the promotion of, or any property or assets which have, within the two (2) years preceding the date of this Offer Document, been acquired or disposed of by or leased to, our Company, subsidiaries or associated companies. 3. Save for the Over-allotment Option, no person has been, or has the right to be, given an option to subscribe for or purchase any Shares in or debentures of, our Company or any of our subsidiaries or associated companies within the two (2) years preceding the date of this Offer Document. No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any firm in which such Director or expert is a partner or any corporation in which such Director or expert holds shares or debentures, in cash or shares or otherwise, by any person to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by him or by such firm or corporation in connection with the promotion or formation of our Company.

4.

SHARE CAPITAL 5. As at the Latest Practicable Date, there is only one class of shares in the capital of our Company. There are no founder, management or deferred shares. The rights and privileges attached to our Shares are stated in our Articles of Association. Save as disclosed below and in the section entitled Share Capital in this Offer Document, there have been no changes in the share capital of our Company and our subsidiaries within the three (3) years preceding the date of lodgement of this Offer Document.

6.

213

GENERAL AND STATUTORY INFORMATION

Number of shares/units issued 1 638,999,999 Resultant issued share capital S$1 S$639

Date of issue The Company 11 January 2013 26 March 2013

Aggregate issue price S$1 S$638

Purpose of issue Incorporation Acquisition of Rex International Investments Investment in Fram Incorporation Acquisition of Rex International BVI Incorporation Working capital Incorporation Working capital Working capital Working capital Working capital Incorporation Incorporation Incorporation Working capital Working capital Working capital Incorporation Incorporation Incorporation Incorporation Incorporation

26 April 2013 Rex International Investments 13 March 2013 26 March 2013

101,792,531 1 49,999

S$41,480,456.38 S$1 S$49

S$41,481,095.38 S$1 S$50

Lime Petroleum Norway Lime Petroleum Plc

14 August 2012 21 December 2012 7 September 2011 9 September 2011 12 October 2011 8 November 2011 13 April 2012

300 119,700 2 199,999,998 6,153,846 6,605,128 70,317,949 100,000 1,000 100,000 9,000 90,000 69,492 50,000 50,000 10,000 1,000 1,000

NOK 30,000 NOK 11,970,000 US$0.001 US$100,000 US$3,076.92 US$3,302.56 US$35,158.97 US$100,000 US$1 US$100,000 US$9,000 US$90,000 US$69,492 US$1 US$1 US$1 US$1 US$10

NOK 30,000 NOK 12,000,000 US$0.001 US$100,000 US$103,076.92 US$106,379.48 US$141,538.46 (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) US$10

Lime Petroleum Ltd. Baqal Zubara Dahan

10 June 2011 6 January 2012 5 July 2012 23 August 2010 4 May 2011 5 May 2011

Rex US Rex International BVI Rex South East Asia Rexonic Rex US Operating

24 September 2012 24 September 2012 19 March 2013 4 June 2013 31 May 2013

Note: (1) There is no concept of an issued share capital under BVI law.

7.

Save as disclosed in the sections entitled Share Capital and Restructuring Exercise of this Offer Document, no shares in, or debentures of our Company or any of our subsidiaries have been issued, or are proposed to be issued, as fully or partly paid for cash or for a consideration other than cash, during the last three (3) years preceding the date of lodgement of this Offer Document. Save as disclosed under the section entitled Share Capital of this Offer Document, as at the Latest Practicable Date, no person has been, or is entitled to be, given an option to subscribe for any shares or debentures of our Company, our subsidiaries or our associated companies.

8.

214

GENERAL AND STATUTORY INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION 9. Our Company is registered in Singapore with the Accounting and Corporate Regulatory Authority with a registration number 201301242M.

10. A summary of our Articles of Association relating to, among others, Directors powers to vote on contracts in which they are interested in, Directors remuneration, Directors borrowing powers, Directors retirement, Directors share qualification, rights pertaining to shares, convening of general meetings and alteration of capital are set out in Appendix C Summary of Selected Articles of Association of our Company of this Offer Document. MATERIAL CONTRACTS 11. The following contracts, not being a contract entered into in the ordinary course of business, has been entered into by us within the two (2) years preceding the date of lodgement of this Offer Document and are or may be material: (a) the share subscription agreement dated 24 October 2011 entered into between Gulf Hibiscus and Lime Petroleum Plc in relation to the subscription of 76,923,077 new shares in the capital of Lime Petroleum Plc by Gulf Hibiscus, representing 27.2% of the enlarged issued and paid-up share capital of Lime Petroleum Plc, for a cash consideration of US$50 million; the RIH BVI Sale and Purchase Agreement; the RII Sale and Purchase Agreement; the Shareholders Agreements; each of the IP Licence Agreements; the Convertible Loan Agreements; the Fram Transaction Agreements; the cornerstone subscription agreement dated 20 June 2013, entered into between our Company and Havenport Asset Management Pte Ltd; and the termination deed dated 8 July 2013 entered into between our Company and Havenport Asset Management Pte Ltd. terminating the cornerstone subscription agreement.

(b) (c) (d) (e) (f) (g) (h)

(i)

LITIGATION 12. As at the Latest Practicable Date, neither us nor any of our subsidiaries or associated companies is engaged in any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgement of the Offer Document, a material effect on the financial position and/or profitability of our Group.

215

GENERAL AND STATUTORY INFORMATION

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS 13. Pursuant to the Full Sponsorship Agreement dated 22 July 2013 entered into between our Company and PPCF as the Manager and Sponsor, our Company appointed PPCF to manage and sponsor the Listing subject to the terms and conditions of the Full Sponsorship Agreement. PPCF will receive a management fee for services rendered in connection with the Listing. 14. Pursuant to the Placement Agreement dated 22 July 2013 entered into between our Company, PPCF, UOB Kay Hian and DBS Vickers as the Co-Placement Agents, our Company appointed PPCF, UOB Kay Hian and DBS Vickers as the Co-Placement Agents and PPCF, UOB Kay Hian and DBS Vickers agreed to procure subscriptions for the Placement Shares for a placement commission of 3.5% of the aggregate Issue Price for the total number of Placement Shares successfully subscribed. The Co-Placement Agents shall be at liberty at each of their own expense to appoint one or more sub-placement agents for the Placement Shares. 15. Pursuant to the Management and Underwriting Agreement dated 22 July 2013 entered into between our Company, PPCF and UOB Kay Hian as the Underwriter, our Company appointed UOB Kay Hian as the Underwriter and UOB Kay Hian agreed to underwrite the Offer Shares for a commission of 3.5% of the aggregate Issue Price for the total number of Offer Shares underwritten. The Underwriter shall be at liberty at its own expense to appoint one or more sub-underwriters for the Offer Shares. 16. Subscribers of the Placement Shares may be required to pay brokerage or other similar fees of 1.0% of the Issue Price (and the prevailing GST thereon, if applicable) to the Co-Placement Agents and Underwriter or any sub-placement agent or sub-underwriting agent that may be appointed by each of the Co-Placement Agents and the Underwriter. 17. Subject to the consent of the SGX-ST being obtained, the Full Sponsorship Agreement may be terminated by PPCF at any time before the close of the Application List on the occurrence of certain events including, but not limited to, the following: (a) PPCF becomes aware of any material breach by our Company and/or its agent(s) of any warranties, representations, covenants or undertakings given by our Company to PPCF in the Full Sponsorship Agreement; there shall have been, since the date of the Full Sponsorship Agreement, any change or prospective change in or any introduction or prospective introduction of any legislation, regulation, policy, directive, guideline, rule or byelaw by any relevant government or regulatory body, whether or not having the force of law, or any other occurrence of similar nature that would materially change the scope of work, responsibility or liability required of PPCF; or in the case of a conflict of interest for PPCF, or any dispute, conflict or disagreement with our Company, or our Company willfully fails to comply with any advice from or recommendation of PPCF.

(b)

(c)

216

GENERAL AND STATUTORY INFORMATION

18. The Placement Agreement and the Management and Underwriting Agreement and the obligations of the Co-Placement Agents and Underwriter under the Placement Agreement and the Management and Underwriting Agreement are conditional upon, amongst others, the following: (a) the Offer Document having been registered by the SGX-ST, acting as agent on behalf of the Authority by the registration date of the Offer Document in accordance with the Rules of Catalist; the registration notice being issued or granted by the SGX-ST, acting as agent on behalf of the Authority and such registration notice not being revoked or withdrawn on or prior to the date of the closing of the Application List for the Invitation Shares under the Invitation ( Closing Date ); the compliance by our Company to the satisfaction of the SGX-ST with all the conditions imposed by the SGX-ST in granting the registration notice (if any), where such conditions are required to be complied with by the Closing Date; the SGX-ST not having withdrawn or changed the terms and conditions of its listing and quotation notice for the Listing and our Company having complied with any conditions contained therein required to be complied with prior to the Listing; such approvals as may be required for the transactions described in the Placement Agreement and the Management and Underwriting Agreement and in the Offer Document in relation to the Listing and the Invitation being obtained, and not withdrawn or amended, on or before the date on which our Company is admitted to Catalist (or such other date as our Company and the Co-Placement Agents and Underwriter may agree in writing); there having been, in the reasonable option of the Co-Placement Agents and Underwriter, no material adverse change or any development likely to result in a material adverse change in the financial or other condition of our Group between the date of the Placement Agreement and the Management and Underwriting Agreement and the Closing Date nor the occurrence of any event nor the discovery of any fact rendering untrue or incorrect in any respect, as at the Closing Date, any of the warranties or representations contained in the Placement Agreement and the Management and Underwriting Agreement nor any breach by our Company of any of their obligations thereunder; the compliance by our Company with all applicable laws and regulations concerning the Listing, the Listing and the transactions contemplated in the Placement Agreement, the Management and Underwriting Agreement and the Offer Document and no new laws, regulations and directives having been promulgated, published and/or issued and/or having taken effect or any other similar matter having occurred which, in the reasonable opinion of the Co-Placement Agents and Underwriter, has or may have an adverse effect on the Invitation and the Listing; the delivery by our Company to the Co-Placement Agents and Underwriter on the Closing Date of a certificate, in the form set out in the Placement Agreement and the Management and Underwriting Agreement, signed by a Director for and on behalf of our Company respectively;

(b)

(c)

(d)

(e)

(f)

(g)

(h)

217

GENERAL AND STATUTORY INFORMATION

(i) the delivery to the Co-Placement Agents and the Underwriter of copies of the legal due diligence reports prepared by the legal advisers in relation to the Listing and the Co-Placement Agents and the Underwriter being satisfied with the results, findings, advice, opinions and/or conclusions set out in such report; the letters of undertaking referred to in the section Shareholders Moratorium of this Offer Document being executed and delivered to the Manager, Sponsor, Co-Placement Agents and the Underwriter before the date of registration of the Offer Document; and the Full Sponsorship Agreement not being terminated or rescinded pursuant to the provisions of the Full Sponsorship Agreement.

(j)

(k)

19. In the reasonable opinion of our Directors, none of PPCF, UOB Kay Hian or DBS Vickers has a material relationship with our Company, save as disclosed below: (a) PPCF is the Manager, Sponsor, and a Co-Placement Agent, UOB Kay Hian is a Co-Placement Agent and Underwriter and DBS Vickers is a Co-Placement Agent in relation to the Listing; PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date our Company is admitted and listed on Catalist; and pursuant to the Full Sponsorship Agreement and as part of PPCFs fees as the Manager and Sponsor, our Company issued and allotted 2,500,000 new Shares at the Issue Price to PPCF representing 0.3% of the issued and paid-up share capital of our Company immediately prior to the Invitation. After completion of the relevant moratorium period as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will dispose its shareholding interest in our Company at its discretion.

(b)

(c)

INTERESTS OF EXPERTS 20. No expert (a) is employed on a contingent basis by our Company or its subsidiaries; or (b) has a material interest, whether direct or indirect, in our Shares or the shares of our subsidiaries; or (c) has a material economic interest, whether direct or indirect, in our Company, including an interest in the success of the Invitation. MISCELLANEOUS 21. There has been no previous issue of shares by us or offer for sale of our shares to the public within the two (2) years preceding the date of this Offer Document. 22. There has not been any public take-over offer by a third party in respect of our shares or by us in respect of shares of another corporation or units of a business trust which has occurred between the beginning of the most recent completed financial year and the Latest Practicable Date. 23. Save as disclosed in this Offer Document, no amount of cash or securities or benefit has been paid or given to any promoter within the two (2) years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any promoter at any time.

218

GENERAL AND STATUTORY INFORMATION

24. Save as disclosed in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document, no commission, discount or brokerage has been paid or other special terms granted within the two (2) years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any of our subsidiaries. 25. Application monies received by us in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate non-interest bearing account with the Receiving Bank. In the ordinary course of business, the Receiving Bank will deploy these monies in the inter-bank money market. All profits derived from the deployment of such monies will accrue to the Receiving Bank. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of revenue or any other benefit arising therefrom. 26. Save as disclosed in this Offer Document, our Directors are not aware of any relevant material information including trading factors or risks which are unlikely to be known or anticipated by the general public and which could materially affect our profits and the profits of our subsidiaries. 27. Save as disclosed in this Offer Document, our financial condition and operations are not likely to be affected by any of the following: (a) known trends or demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our liquidity increasing or decreasing in any material way; material commitments for capital expenditure; unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from operations; and known trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on revenues or operating income.

(b) (c)

(d)

28. Save as disclosed in this Offer Document, our Directors are not aware of any event which has occurred since the end of FY2012 to the Latest Practicable Date which may have a material effect on the financial position and/or results of our Group or on the financial information provided in this Offer Document. 29. Our present auditor is KPMG LLP. We currently have no intention of changing our auditors after the listing of our Company on the Official List of Catalist. CONSENTS 30. OPK Resources GmbH, named as Independent Geologist, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references to its name in the form and context in which it appears in this Offer Document thereto, and the Qualified Persons Report set out in Appendix E in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document.

219

GENERAL AND STATUTORY INFORMATION

31. Geophysik GGD mbH, named as Independent Geologist, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references to its name in the form and context in which it appears in this Offer Document thereto, and the Qualified Persons Report set out in Appendix E in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document. 32. Fox-Davies Capital Limited, named as Independent Valuer and Industry Consultant, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references to its name in the form and context in which it appears in this Offer Document thereto, the Independent Valuation Report set out in Appendix F and to the Industry Report as set out in Appendix G in the form and context in which they appear in this Offer Document and to act in such capacity in relation to this Offer Document. 33. Asiasons WFG Capital Pte. Ltd., named as the Independent Financial Adviser, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and the information in the section entitled Independent Person Transactions and its letter to the Independent Non-Executive Directors as set out in Appendix H in the form and context in which they appear in this Offer Document and to act in such capacity in relation to this Offer Document. 34. KPMG LLP, named as Independent Auditors and Reporting Accountants, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendix A and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendix B in the form and context in which they are included in this Offer Document and references to its name in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document. 35. KPMG Audit LLC, named as Independent Auditors and Reporting Accountants, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendix A and the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 as set out in Appendix B in the form and context in which it is included in this Offer Document and references to its name in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document. 36. PrimePartners Corporate Finance Pte. Ltd., named as the Manager, Sponsor and Co-Placement Agent, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and references thereto in the form and context in which they appear in this Offer Document and to act in such capacities in relation to this Offer Document.

220

GENERAL AND STATUTORY INFORMATION

37. UOB Kay Hian Private Limited, named as Co-Placement Agent and Underwriter, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and references thereto in the form and context in which they appear in this Offer Document and to act in such capacities in relation to this Offer Document. 38. DBS Vickers Securities (Singapore) Pte Ltd, named as Co-Placement Agent, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and references thereto in the form and context in which they appear in this Offer Document and to act in such capacity in relation to this Offer Document. 39. WongPartnership LLP, named as Solicitor to the Invitation and Legal Adviser to our Company as to Singapore law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto in the form and context in which they appear in this Offer Document and to act in such capacity in relation to this Offer Document. 40. Arntzen de Besche Advokatfirma AS, named as legal adviser to our Company as to Norwegian law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 41. Pepper Hamilton LLP, named as legal adviser to our Company as to United States law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 42. Polsinelli PC, named as legal adviser to our Company as to United States law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 43. Zaid Ibrahim & Co, named as legal adviser to our Company as to Malaysian law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 44. Galadari Advocates & Legal Consultants, named as legal adviser to our Company as to United Arab Emirates law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 45. Said Al Shahry & Partners (civil advocacy company), named as legal adviser to our Company as to Omani law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 221

GENERAL AND STATUTORY INFORMATION

46. Appleby, named as legal adviser to our Company as to British Virgin Islands law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document, in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 47. Laurence Keenan Advocates & Solicitors, named as legal adviser to our Company as to Isle of Man law, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and all references thereto, and its legal opinion as set out in Appendix D of this Offer Document in the form and context in which they appear in this Offer Document, and to act in such capacity in relation to this Offer Document. 48. Each of the Legal Advisers to our Company, the Share Registrar, the Principal Banker and the Receiving Banker do not make, or purport to make, any statement in this Offer Document or any statement upon which a statement in this Offer Document is based on and each of them makes no representation regarding any statement in this Offer Document and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any liability to any person which is based on, or arises out of, any statement, information or opinions in, or omission from, this Offer Document. RESPONSIBILITY STATEMENT BY OUR DIRECTORS 49. This Offer Document has been seen and approved by our Directors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Invitation and our Group, and our Directors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of our Directors has been to ensure that such information has been accurately and correctly extracted from these sources and/or reproduced in this Offer Document in its proper form and context. DOCUMENTS AVAILABLE FOR INSPECTION 50. The following documents or copies thereof may be inspected at our registered office during normal business hours for a period of six (6) months from the date of registration of this Offer Document with the SGX-ST, acting as agent on behalf of the Authority: (a) (b) our Memorandum and Articles of Association; the Independent Auditors Report on the Audited Combined Financial Statements of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 set out in Appendix A to this Offer Document; the Reporting Accountants Report on the Unaudited Pro Forma Combined Financial Information of Rex International Holding Limited and its subsidiaries for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 set out in Appendix B to this Offer Document;

(c)

222

GENERAL AND STATUTORY INFORMATION

(d) our Groups Audited Combined Financial Statements for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 set out in Appendix A to this Offer Document; our Groups Unaudited Pro Forma Combined Financial Information for the Financial Period from 10 June 2011 to 31 December 2011 and the Financial Year Ended 31 December 2012 set out in Appendix B to this Offer Document; the respective audited financial statements of our Company, our subsidiaries and our associated companies for the years ended 31 December 2011 and 2012; the material contracts referred to in this Offer Document; the letters of consent referred to in this Offer Document; the Service Agreements referred to in this Offer Document; the Performance Share Plan; the Share Option Scheme; the legal opinions from each of Arntzen de Besche Advokatfirma AS, Pepper Hamilton LLP, Polsinelli PC, Zaid Ibrahim & Co, Galadari Advocates & Legal Consultants, Said Al Shahry & Partners (civil advocacy company), Appleby and Laurence Keenan Advocates & Solicitors, set out in Appendix D to this Offer Document;

(e)

(f)

(g) (h) (i) (j) (k) (l)

(m) the Qualified Persons Report set out in Appendix E to this Offer Document; (n) (o) (p) the Independent Valuation Report set out in Appendix F to this Offer Document; the Industry Report set out in Appendix G to this Offer Document; and the letter from the Independent Financial Adviser to the Independent Directors set out in Appendix H to this Offer Document.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Rex International Holding Limited and its subsidiaries Combined financial statements

A-1

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
CONTENTS Report of the independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAGE A-3 A-5 A-6 A-7 A-8

Notes to the financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9A-29

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Members of the Company Rex International Holding Limited Report on the financial statements We have audited the accompanying combined financial statements of Rex International Holding Limited (the Company) and its subsidiaries (the Group), which comprise the combined statements of financial position as at 31 December 2011 and 2012 and the combined statements of comprehensive income, changes in equity and cash flows for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 and a summary of significant accounting policies and other explanatory notes, as set out on pages A-5 to A-29. Managements responsibility for the combined financial statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with the International Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets. Auditors responsibility Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the combined financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Opinion In our opinion, the combined financial statements of the Group are properly drawn up in accordance with International Financial Reporting Standards to present fairly, in all material aspects, the state of affairs of the Group as at 31 December 2011 and 2012 and the combined results, changes in equity and cash flows of the Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012. This report has been prepared solely for inclusion in the Offer Document of the Company in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited.

KPMG LLP Public Accountants and Certified Public Accountants Singapore 27 June 2013 Partner in charge: Chiang Yong Torng

KPMG Audit LLC Chartered Accountants Isle of Man 27 June 2013 Director in charge: Russell Kelly

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Combined Statement of Comprehensive Income for the financial period from 10 June 2011 to 31 December 2011 and financial year ended 31 December 2012 Period from 10 June 2011 to 31 December 2011 US$000

Note Continuing operations Revenue Expenses Administration fees and expenses Operating loss Share of profit/(loss) of jointly controlled entities Profit/(loss) before taxation Taxation Profit/(loss) for the period/year Other comprehensive income, net of tax Total comprehensive profit/(loss) 5 4

Year ended 31 December 2012 US$000

(529) (529)

1,815 1,815 1,815 1,815

(653) (1,182) (1,182) (1,182)

The notes on pages A-9 to A-29 form an integral part of the financial statements. A-5

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Combined Statement of Financial Position as at 31 December 2011 and 2012 Note Assets Non-current assets Investments in jointly controlled entities Total non-current assets 7 5,901 5,901 7,355 7,355 2011 US$000 2012 US$000

Total assets

5,901

7,355

Liabilities Current liabilities Other payables Total current liabilities 8 (2,227) (2,227)

Total liabilities

(2,227)

Net assets

5,901

5,128

Equity Share capital Merger reserve Capital reserve Retained earnings Total equity 9 9 9 1 4,129 1,771 5,901 1 4,129 409 589 5,128

The notes on pages A-9 to A-29 form an integral part of the financial statements. A-6

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Combined Statement of Changes in Equity for the financial period from 10 June 2011 to 31 December 2011 and financial year ended 31 December 2012 Share capital US$000 Balance as at 10 June 2011 (Note 15) Profit for the period Other comprehensive income Share of equity movements of jointly controlled entities Total other comprehensive income Total comprehensive income for the period Transactions with shareholders Transfer to merger reserve (Note 9) Total transactions with shareholders Balance as at 31 December 2011 Loss for the year Total comprehensive loss for the year Transactions with shareholders Waiver of debt by equity holders Total transactions with shareholders Balance as at 31 December 2012 1 4,129 409 409 409 589 409 409 5,128 1 4,129 4,129 4,129 1,771 (1,182) (1,182) 4,129 4,129 5,901 (1,182) (1,182) (44) (44) (44) (44) 1 Merger reserve US$000 Capital reserve US$000 Retained earnings US$000 1,815

Total US$000 1 1,815

1,771

1,771

The notes on pages A-9 to A-29 form an integral part of the financial statements. A-7

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Combined Statement of Cash Flows for the financial period from 10 June 2011 to 31 December 2011 and financial year ended 31 December 2012 Period from 10 June 2011 to 31 December 2011 US$000 (Note 15) Profit/(loss) for the period/year Adjustments for: Share of (gain)/loss of jointly controlled entities Increase in operating payables Increase in operating payables due to related corporation Waiver of debt by equity holders Net cash generated by operating activities Investing activities Financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period/year Cash and cash equivalents at the end of the period/year (1,815) 653 81 39 409 1,815

Year ended 31 December 2012 US$000 (1,182)

Significant non-cash transactions In the financial period from 10 June 2011 to 31 December 2011, an investment amounting to US$4,130,000 was made in a jointly controlled entity. The consideration for the investment was paid directly by the equity holders and was recorded as capital contributions to Rex Oil & Gas Limited. In the financial year ended 31 December 2012, the Groups investment in a jointly controlled entity, Loyz Rex Drilling Services LLC, of US$2,107,000 has been funded by a loan of US$1,862,000 from related corporation, Rex Partners Limited, together with amount payable for a capital contribution due to Loyz Rex Drilling Services LLC of US$245,000.

The notes on pages A-9 to A-29 form an integral part of the financial statements. A-8

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 1. Business and Organisation (a) Introduction The combined financial statements of Rex International Holding Limited (the Company) and its subsidiaries (collectively referred to as the Group and individually as Group entities) and the Groups interest in jointly controlled entities have been prepared in accordance with the principles and the accounting policies set out in note 3. The combined financial statements have been prepared solely for inclusion in the Offer Document of Rex International Holding Limited in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. These combined financial statements of the Group were authorised for issue by the directors of the Company on 27 June 2013. (b) The Company The Company was incorporated in the Republic of Singapore on 11 January 2013 and has its registered office at 80 Robinson Road, #02-00, Singapore 068898. The principal activities of the Company and its subsidiaries are those of oil and gas exploration and production business. The principal activities of the subsidiaries are set out in note 6 to the combined financial statements. (c) The restructuring exercise Pursuant to a group restructuring, Rex International Holding Limited (BVI) entered into a sale and purchase agreement dated 13 March 2013 with the shareholders of Rex Oil & Gas Limited to acquire the entire issued share capital of Rex Oil & Gas Limited, whereby Rex Oil & Gas Limiteds sole asset will be its interest held in a jointly controlled entity, Lime Petroleum PLC. The purchase consideration is US$1. Upon the completion of the restructuring exercise, Rex Oil & Gas Limited became a wholly owned subsidiary. Rex International Investments Pte Ltd was incorporated on 13 March 2013 and entered into a share swap agreement on 19 March 2013 with the shareholders of Rex International Holding Limited (BVI) to acquire the entire issued share capital of Rex International Holding Limited (BVI). As consideration for the acquisition, Rex International Investments Pte Ltd issued 49,999 ordinary shares in the capital of Rex International Investments Pte Ltd to the shareholders of Rex International Holding Limited (BVI). Upon completion of the restructuring exercise, Rex International Holding Limited (BVI) became a wholly-owned subsidiary.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 1. Business and Organisation (continued) (c) The restructuring exercise (continued) On 20 March 2013, the Company entered into a share swap agreement with the shareholders of Rex International Investments Pte Ltd to acquire the entire issued share capital of Rex International Investments Pte Ltd. As consideration for the acquisition, the Company issued 638,999,999 ordinary shares in the capital of the Company to the shareholders of Rex International Investments Pte Ltd. Upon completion of the restructuring exercise, the Company became the holding company of Rex International Investments Pte Ltd. The restructuring exercise was accounted for as a combination of businesses under common control. The presentation reflects the economic substance of the combining companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established until after the reporting date. 2. Basis of preparation (a) Statement of compliance The combined financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). (b) Basis of measurement The combined financial statements have been prepared on the historical cost basis, except as otherwise disclosed below. These combined financial statements represent the combination or aggregation of all the financial statements of the companies in the Group, on the basis that the Group had been in existence since 2011. (c) Functional and presentation currency The combined financial statements are presented in United States Dollars (US$) which is the Companys functional currency. All financial information presented in US$ has been rounded to the nearest thousand.

A-10

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 2. Basis of preparation (continued) (d) Use of accounting estimates and critical judgements The preparation of the combined financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. A significant area of estimation uncertainty is the impairment testing of intangible exploration and evaluation assets owned by its jointly controlled entity, Lime Petroleum PLC. The Directors of Lime Petroleum PLC are required to assess intangible exploration and evaluation assets for impairment, with reference to the indicators provided in IFRS 6 Exploration and Evaluation of Mineral Resources. The Directors of Lime Petroleum PLC do not believe that any such indicators are present. Ultimate recoupment of intangible exploration and evaluation assets capitalised is dependent on the successful development and commercial exploitation, or alternative, sale of the respective areas. 3. 3.1 Summary of significant accounting policies Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights presently exercisable are taken into account. The financial statements of subsidiaries are included in the combined financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. (ii) Jointly controlled entities Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. Investments in jointly controlled entities are accounted for using the equity method (equity accounted investees) and are recognised initially at cost.

A-11

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.1 Summary of significant accounting policies (continued) Basis of consolidation (continued) (ii) Jointly controlled entities (continued) The Groups investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The combined financial statements includes the Groups share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that joint control commences until the date that joint control ceases. The Group share of any gains and losses that are recognised in equity as well as the other changes in equity of the jointly controlled entity are recognised directly in the Groups equity. When the Groups share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. (iii) Business combinations Business combinations arising from transfers of interests in entities that are under common control of the shareholders that control the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. The assets and liabilities acquired are recognised in the combined financial statements at the carrying amounts recognised in the acquired entities financial statements. The components of equity of the acquired entities are added to the same components within Group equity. Any difference between the cash paid for the acquisition and net assets acquired is recognised in equity. All other business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The excess of the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is credited to the profit or loss in the period of the acquisition.

A-12

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.1 Summary of significant accounting policies (continued) Basis of consolidation (continued) (iv) Loss of control Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. (v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the combined financial statements. Unrealised gains arising from transactions with equity-accounted investee are eliminated against the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (vi) Acquisition of non-controlling interests Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. 3.2 Expenses All expenses are accounted for on an accruals basis. 3.3 Taxation Income tax expense comprises current tax. Current tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

A-13

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.3 Summary of significant accounting policies (continued) Taxation (continued) Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 3.4 Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currency of the Group entities at the exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on translation of foreign currencies is recognised in profit or loss.

A-14

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.4 Summary of significant accounting policies (continued) Foreign currency transactions (continued) The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to US dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the translation reserve in equity. 3.5 Financial instruments The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.5 Summary of significant accounting policies (continued) Financial instruments (continued) The Group classifies its non-derivative financial assets into the loans and receivables category. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. The Group initially recognises financial liabilities on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expire. The Group classifies its financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. (i) Other payables Other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. (ii) Financial liabilities and equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Financial liabilities and equity instruments are recorded at the proceeds received, net of issue costs. (iii) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.6 Summary of significant accounting policies (continued) Provisions A provision is recognised in the Statement of Financial Position when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the obligation can be reliably measured. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 3.7 Oil and gas expenditure exploration and evaluation assets Capitalisation Pre-acquisition costs on oil and gas assets are recognised in the Combined Statement of Comprehensive Income when incurred. Following the acquisition of a concession right to explore a licenced area, the costs incurred such as geological and geophysical surveys, drilling, commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs, are capitalised as intangible exploration and evaluation (E&E) assets. Oil and gas expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward in relation to each area of interest to the extent the following conditions are satisfied: the rights to tenure of the area of interest are current; at least one of the following conditions is also met: (i) the exploration and evaluation expenditure is expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

(ii)

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.7 Summary of significant accounting policies (continued) Oil and gas expenditure exploration and evaluation assets (continued) Capitalisation (continued) A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward cost in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the cost of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the concession permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes to the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the concession site. Concession rights are amortised to profit or loss on a units of production basis over the expected period of production. 3.8 Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments operating results are reviewed regularly by the Groups CEO (the chief operating decision maker) to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Companys headquarters), head office expenses, and tax assets and liabilities. Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets other than goodwill.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 3. 3.9 Summary of significant accounting policies (continued) Future changes in accounting policies International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) have issued the following standards and interpretations with an effective date after the date of these financial statements: Effective date (accounting periods commencing on or after) 1 July 2012

New/Revised International Financial Reporting Standards (IAS/IFRS) IAS 1 Presentation of Financial Statements amendments to revise the way other comprehensive income is presented Income Taxes Limited scope amendment (recovery of underlying assets) (December 2010) Employee Benefits Amendment resulting from the Post-Employment Benefits and Termination Benefits projects Consolidated and Separate Financial Statements Reissued as IAS 27 Separate Financial Statements (as amended in May 2012) Investments in Associates Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in May 2012) Financial Instruments Measurement Classification and

IAS 12 IAS 19

1 January 2012 1 January 2013

IAS 27

1 January 2013

IAS 28

1 January 2013

IFRS 9 IFRS 10 IFRS 11 IFRS 13

*

1 January 2015 1 January 2013 1 January 2013 1 January 2013

Consolidated Financial Statements* Joint Arrangements* Fair Value Measurement*

Original issue May 2012

The Directors have considered the impact of the adoption of the accounting standards and interpretations listed above and do not expect them to have a material impact on the Company and the Groups financial statements in the period of initial application.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 4. Administration fees and expenses Period from 10 June 2011 to 31 December 2011 US$000 Audit fees Legal fees Directors fees Corporate costs Employment costs Travel and entertainment expenses Other professional expenses Others

Year ended 31 December 2012 US$000 50 10 221 60 29 146 13 529

5.

Taxation Reconciliation of effective tax rate Period from 10 June 2011 to 31 December 2011 US$000 Profit/(loss) for the period/year Tax using the Singapore tax rate of 17% (2011: 17%) Effect of tax rates in foreign jurisdictions 1,815 309 (309)

Year ended 31 December 2012 US$000 (1,182) (201) 201

The Group is subject to income and revenue taxes in a number of jurisdictions. The overseas subsidiaries with the exception of Rex US Ventures LLC, are registered in the British Virgin Islands which has a 0% rate of corporation tax. Rex US Ventures LLC is registered in the State of Delaware, United States of America and effectively has a 0% rate of tax. Accordingly no provision for liability to corporate income tax has been included in these financial statements.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 6. Subsidiaries The subsidiaries of the Group are as follows: Country of incorporation Singapore British Virgin Islands British Virgin Islands British Virgin Islands United States of America Effective equity held by the Group 2011 2012 100% 100% 100% 100% 100% 100% 100% 100%

Name of subsidiary Rex International Investments Pte Ltd.(a) Rex International Holding Limited, (BVI)(b) Rex Oil & Gas Limited Rex US Ltd
(d) (c)

Principal activity Holding company Holding company Holding company Holding company Oil and gas exploration

Rex US Ventures LLC(e)

(a) (b) (c) (d) (e)

Incorporated on 13 March 2013, dormant. Incorporated on 24 September 2012. Audited by KPMG Audit LLC, Isle of Man Incorporated on 24 September 2008. Audited by KPMG Audit LLC, Isle of Man Incorporated on 24 September 2012. Audited by KPMG Audit LLC, Isle of Man Incorporated on 25 October 2012. Audited by KPMG Audit LLC, Isle of Man

7.

Investments in jointly controlled entities Lime Petroleum PLC US$000 Balance as at date of incorporation Cost of investment Share of profit for the period Share of equity movements Balance as at 31 December 2011 Balance as at 1 January 2012 Cost of investment Share of loss for the year Balance as at 31 December 2012 4,130 1,815 (44) 5,901 5,901 (653) 5,248 Loyz Rex Drilling Services LLC US$000 2,107 2,107

Total US$000 4,130 1,815 (44) 5,901 5,901 2,107 (653) 7,355

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 7. Investments in jointly controlled entities (continued) Details of the jointly-controlled entities are as follows: Names of jointly-controlled entities Lime Petroleum PLC Country of incorporation Isle of Man Effective equity interest held by the Group 2011 2012 65% 65%

Principal activities Oil and gas exploration business Oil and gas exploration business

Loyz Rex Drilling Services LLC

United States of America

49%

Lime Petroleum PLCs financial period ended 31 December 2011 financial statements were audited by KPMG Audit LLC, Isle of Man. The financial statements for the financial year ended 31 December 2012 were audited by PricewaterhouseCoopers LLC, Isle of Man, as part of the group audit for Rex International Holding Limited. No financial statements have been prepared and audited for Loyz Rex Drilling Services LLC, but their results have been audited as part of the group audit for Rex International Holding Limited. Lime Petroleum PLC owns oil concessions through a number of subsidiaries and joint ventures, and Loyz Rex Drilling Services LLC owns certain rights to income from oil assets. These investments are subject to shareholder agreements regarding control and distribution of assets.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 7. Investments in jointly controlled entities (continued) Summary financial information is as follows: 2011 2012 Loyz Rex Lime Loyz Rex Lime Petroleum Drilling Petroleum Drilling Services Total PLC Services Total PLC US$000 US$000 US$000 US$000 US$000 US$000 Assets and Liabilities Non-current assets Current assets Total assets Current liabilities Net assets Results Gain on investment in jointly controlled entity Other income Administrative fees and expenses Share of loss of jointly controlled entities Profit/(loss) before taxation Tax credit Profit/(loss) for the period/year Other comprehensive income Total comprehensive profit/(loss) Groups share of net assets Joint venture partners share of net assets 4,448 6,720 11,168 243 10,925 4,448 6,720 11,168 243 10,925 14,656 42,511 57,167 1,247 55,920 3,800 500 4,300 4,300 18,456 43,011 61,467 1,247 60,220

3,339 (386) (161) 2,792 2,729 2,792

3,339 (386) (161) 2,792 2,729 2,792

744 390 (2,845) (216) (1,927) 940 (987) (18) (1,005)

744 390 (2,845) (216) (1,927) 940 (987) (18) (1,005)

5,901 5,024

5,901 5,024

5,248 50,672

2,107 2,193

7,355 52,865

Pursuant to the shareholders agreement of Lime Petroleum PLC, the Group and the joint venture partner shall be entitled to their respective committed capital of US$4,000,000 and US$50,000,000 respectively in priority before the distribution of any surplus assets and profits in proportion to their shareholdings in Lime Petroleum PLC on winding up and sale of Lime Petroleum PLC.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 8. Other payables 2011 US$000 Amount due to a related corporation Other payables 2012 US$000 1,901 326 2,227

Amount due to a related corporation, Rex Partners Limited, is unsecured and interest free. It is subordinated to the payment of other creditors until such a time as the Group has sufficient net current assets to enable its repayment. Other payables include US$245,000 (2011: US$nil) capital contribution owed to Loyz Rex Drilling Services LLC. 9. Share capital and reserves Share capital 2011 Number of shares 1 638,999,999 639,000,000 2012 Number of shares 639,000,000 639,000,000

Issued and fully paid ordinary shares, with no par value At beginning of period/year Issued of shares as at the incorporation of the Company Issue of shares pursuant to the acquisition of Rex International Investments Pte Ltd At end of period/year

For the purposes of preparing the combined financial statements, the share capital as at 31 December 2011 and 2012 comprises the shares of the Company as at 31 March 2013. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Companys residual assets

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 9. Share capital and reserves (continued) Capital management The Board of Directors policy is to maintain a strong capital base so as to maintain investors and creditors confidence. The Board of Directors manage the Companys affairs to achieve shareholder returns through capital growth and income. The capital comprises share capital and reserves. The Company is not subject to externally imposed capital requirements. Merger reserve Merger reserve relates to reserve arising from certain acquisitions of businesses under common control accounted for under the merger accounting method. Capital reserve Capital reserve relates to capital contribution arising from waiver of debt by equity holders. 10. Commitments in a jointly controlled operation Pursuant to a Participation and Exploration Agreement dated 28 August 2012 between Rex Oil & Gas Limited (later assigned to Rex US Ventures LLC), Fram Exploration ASA (Fram) and Loyz Oil Pte Ltd (Loyz) (the Agreement), Rex US Ventures LLC (Rex) and its jointly controlled entity, Loyz Rex Drilling Services LLC (Loyz Rex), are committed to fund part of the cost of drilling 80 wells. Under the Agreement, Fram carries the first US$12,000,000 of the cost of drilling the first 40 wells and Loyz and Rex carry the remaining portion of the cost, estimated to be US$28,000,000. Fram carries the first US$28,000,000 of the cost of the additional 40 wells and Loyz and Rex carry the remaining portion of the cost, estimated to be US$12,000,000. Loyz and Rex carry the risk of possible cost overruns and have the benefit of cost savings.. Pursuant to the Agreement, Loyz Rex is also committed to providing two onshore drilling rigs. US$3,800,000 had been placed by Loyz Rex as deposit for the rigs as at 31 December 2012. The total acquisition cost for the rigs is expected to be US$26,000,000 with Rex US Ventures LLC committed to fund 49% of the amount. Refer to note 14 regarding bank loan funding obtained in connection with the acquisition of these rigs.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 11. Related party transactions For the purposes of this combined financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. The following related party disclosures are in relation to Lime Petroleum PLC (Lime), a jointly controlled entity. Rex Partners Limited provided virtual drilling technology to all of the Middle East concession companies owned or jointly owned by Lime, and also to Lime Petroleum Norway AS, which amounted to US$453,251 (2011: US$313,333) in the year. Rex Partners Limited received fees in the year, for professional services provided to Lime of US$0 (2011: US$426,667). During the period, Directors fees of US$398,000 (2011: US$43,000) were paid to Svein Kjellesvik, who is a shareholder in Rex Partners Limited. In 2011 fees of US$1,744,174 in relation to exploration services capitalized in Dahan Petroleum Limited, a jointly controlled entity of Lime, were paid to Bergen Oilfield Services AS. Svein Kjellesvik was during 2011 a Director and shareholder of Bergen Oilfield Services AS. There was no amount charged for 2012. 12. Financial risk management The Groups activities expose it to a variety of financial risks: market risk (including foreign exchange risk, market price risk and interest rate risk), credit risk and liquidity risk. Risk management is carried out by the Board of Directors. (a) Market risk (i) Foreign exchange risk The Group operates internationally and may in future become exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk may arise from future commercial transactions, but in the current period all transactions entered into by the Group have been US$ denominated and paid out of its US$ bank accounts, thereby managing the Groups foreign exchange risk. At the period end, there were no assets or material liabilities denominated in any other currency.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 12. Financial risk management (continued) (a) Market risk (continued) (ii) Market price risk The Group is not currently exposed to market risk arising from its investments in jointly controlled entities involved in the exploration of oil and gas, nor to risks arising from changes in the price of oil, as no oil has yet been produced. However in future periods, the Group may become exposed to this risk if oil is found and produced. The Board of Directors is responsible for the monitoring of exposure to this market risk. (iii) Interest rate risk The Group has no interest bearing financial instruments during the period. The Group is therefore not subject to significant interest rate risk and therefore no sensitivity analysis has been provided. (b) Credit risk The Group currently has no significant concentration of credit risk. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents to meet planned expenditure at all times. The Group aims to maintain flexibility in funding and does not currently have any borrowing facilities. At the reporting date all funding is provided by the shareholders. Residual undiscounted contractual maturities of financial liabilities: Less No than 1 to 3 3 months 1 to 5 Over stated 1 month months to 1 year years 5 years maturity US$000 US$000 US$000 US$000 US$000 US$000 As at 31 December 2012 Financial liabilities Other payables 326 1,901

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 13. Operating segments Currently the Group is considered to have two reportable segments: US and Non-US operations. The operations of the segments relate principally to oil and gas exploration but are managed separately because they require different marketing and operating strategies. The segment information provided to the Groups CEO for the reportable segments for the financial period from 10 June 2011 to 31 December 2011 and financial year ended 31 December 2012 is as follows: US operations US$000 Non-US operations US$000 1,815 1,815 5,901

2011 Total revenue Share of profit of jointly controlled entity Reportable segment profit before income tax Reportable segment assets Reportable segment liabilities 2012 Total revenue Share of loss of jointly controlled entities Reportable segment loss before income tax Reportable segment assets Reportable segment liabilities 14. Subsequent events Share swap

Total US$000 1,815 1,815 5,901

2,107 2,146

(653) (1,182) 5,248 81

(653) (1,182) 7,355 2,227

In March 2013, the Company entered into a share swap agreement with FRAM Exploration ASA (FRAM). Under the terms of the agreement, the Company issued 101,792,531 of its own shares as consideration for shares in FRAM. This resulted in the Company acquiring a 24% equity interest in FRAM. Issue of convertible loan In April 2013, the Company issued convertible loans to investors. The terms of the convertible loan agreements are such that the loans will be converted into ordinary shares of the Company upon the listing on a recognised stock exchange. A total cash consideration of US$28,734,164 was received.

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APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the Combined Financial Statements 14. Subsequent events (continued) Incorporation of a subsidiary On 19 March 2013, a wholly-owned subsidiary, Rex South East Asia Ltd was incorporated in the British Virgin Islands. On 21 March 2013, Rex South East Asia Ltd entered into a shareholders agreement with Orient Hibiscus SDN BHD and Hibiscus Petroleum Berhad to participate in 50% equity interest in HiRex Petroleum SDN BHD, a company incorporated in Malaysia. Bank loan to jointly controlled entity, Loyz Rex Drilling Services LLC In March 2013, Loyz Rex received two term loans from Oversea-Chinese Banking Corporation Limited of US$12,000,000 and US$6,200,000 in connection with the purchase of two drilling rigs valued at US$26,000,000. The loans are repayable over a period of two years from March 2013 with monthly repayments increasing over the term of the loans commencing at US$10,000 and ending at $1,420,000 for Term Loan 1 and commencing at US$10,000 and ending at US$760,000 for Term Loan 2. The loans are secured on the drilling rigs and revenue arising from the use of the rigs. The interest rate is LIBOR plus 3.25%. The bank loans were drawn down on 8 May 2013. 15. Comparative period Comparative period is for a period from 10 June 2011, being the date of incorporation of the first group entity, to 31 December 2011.

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APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012

Rex International Holding Limited and its subsidiaries

Unaudited Pro Forma Combined Financial Information of the Enlarged Group

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APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Report on the compilation of Unaudited Pro Forma Financial Information included in a offer document The Board of Directors Rex International Holding Limited We have completed our assurance engagement to report on the compilation of pro forma financial information of Rex International Holding Limited (the Company) by the management of the Company (the Management). The pro forma financial information of the Company and its subsidiaries (the Pro forma Group) consists of the pro forma statement of financial position as at 31 December 2012, the pro forma statement of comprehensive income for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012, the pro forma statement of cash flow for the financial year ended 31 December 2012, and related notes (the Unaudited Pro Forma Financial Information) as set out on pages B-5 to B-14 of the offer document (the Offer Document) to be issued in connection with the offering of shares in the Company (the Offering). The Unaudited Pro Forma Financial Information of the Company has been prepared for illustrative purposes only and are based on certain assumptions, after making certain adjustments. The basis of preparation (the Preparation) which the Management has compiled the Unaudited Pro Forma Financial Information are described in Section 2. The pro forma financial information has been compiled by the Management to illustrate the impact of the following transactions (the Transactions) set out in Section 1 on the Pro forma Groups financial position as at 31 December 2012, and its financial performance for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 and cash flows for the financial year ended 31 December 2012 as if the Transactions had taken place at 31 December 2012, 10 June 2011 and 1 January 2012 respectively: (a) (b) Acquisition of an equity interest in FRAM Exploration ASA (FRAM); Conversion of a convertible loan instrument into ordinary shares in the Company upon the listing of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited; and Issue of new ordinary shares on the listing of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited.

(c)

As part of this process, information about the Pro forma Groups financial position, financial performance and cash flows has been extracted by the Management from the audited combined financial statements of Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 and the audited financial statements of FRAM for the financial years ended 31 December 2011 and 2012. The Managements responsibility for the Unaudited Pro Forma Financial Information The Management is responsible for compiling the Unaudited Pro Forma Financial Information on the basis of Preparation.

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APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Reporting Accountants responsibility Our responsibility is to express an opinion about whether the Unaudited Pro Forma Financial Information has been compiled, in all material respects, by the Management on the basis of Preparation. We conducted our engagement in accordance with Singapore Standard on Assurance Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus , issued by the Institute of Singapore Chartered Accountants (the ISCA). This standard requires that the Reporting Accountants comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Management has compiled, in all material respects, the Unaudited Pro Forma Financial Information on the basis of the Preparation. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in an offer document is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at the respective dates would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of Preparation involves performing procedures to assess whether the basis of Preparation used by the Management in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: the related pro forma adjustments give appropriate effect to those basis of Preparation; and the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the Reporting Accountants judgement, having regard to his understanding of the nature of the company, event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

B-3

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Opinion In our opinion: (a) the Unaudited Pro Forma Financial Information has been compiled: (i) in a manner consistent with the accounting policies adopted by the Company in its latest audited financial statements, which are in accordance with Singapore Financial Reporting Standards; and on the basis of Preparation stated in Section 2 of the Unaudited Pro Forma Financial Information; and

(ii)

(b)

each material adjustment made to the information used in the preparation of the Unaudited Pro Forma Financial Information is appropriate for the purpose of preparing such unaudited financial information.

This letter has been prepared for inclusion in the Offer Document of the Company to be issued in connection with the initial public offering of the shares by the Company.

KPMG LLP Public Accountants and Chartered Accountants Singapore Chiang Yong Torng Partner-in-charge 22 July 2013

KPMG Audit LLC Chartered Accountants Isle of Man

Russell Kelly Director-in-charge 22 July 2013

B-4

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Unaudited Pro Forma Combined Statement of Financial Position As at 31 December 2012 2012 US$000 Non-current assets Investments in jointly controlled entities Investment in associate 7,355 33,144 40,499 Current assets Cash and cash equivalents 83,287 83,287 Total assets Liabilities Current liabilities Other payables Total current liabilities (2,227) (2,227) 123,786

Total liabilities

(2,227)

Net assets Equity Share capital Merger reserve Capital reserve Retained earnings Total Equity

121,559

116,432 4,129 409 589 121,559

The accompanying notes form an integral part of these unaudited pro forma combined financial information. B-5

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Unaudited Pro Forma Combined Statements of Comprehensive Income For the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 Period from 10 June 2011 to 31 December 2011 US$000

Note Continuing operations Revenue Expenses Administrative fees and expenses Operating loss Share of profit/(loss) of jointly controlled entities (net of tax) Share of losses of associate (net of tax) Loss before taxation Taxation Loss for the period/year Other comprehensive income, net of tax Total comprehensive loss Loss and total comprehensive loss attributable to: Owners of the Company Earnings per share Basic and diluted loss per share (cents) 4

Year ended 31 December 2012 US$000

(529) (529)

1,815 (3,301) (1,486) (1,486) (1,486)

(653) (2,313) (3,495) (3,495) (3,495)

(1,486)

(3,495)

(0.15)

(0.36)

The accompanying notes form an integral part of these unaudited pro forma combined financial information. B-6

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Unaudited Pro Forma Combined Statement of Cash Flows For the financial year ended 31 December 2012 Year ended 31 December 2012 US$000 Loss for the year Adjustments for: Share of loss of jointly controlled entities (net of tax) Share of loss of associate (net of tax) Increase in other payables Increase in other payables due to related corporation Waiver of debt by equity holders Net cash generated by operating activities Cash flows from financing activities Proceeds from conversion of convertible loan instruments Proceeds from issue of shares (net of issue expenses) Net cash from financing activities Net change in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December (3,495) 653 2,313 81 39 409 28,734 54,553 83,287 83,287

Significant non-cash transactions In the financial period from 10 June 2011 to 31 December 2011, an investment amounting to US$4,129,000 was made in a jointly controlled entity. The consideration for the investment was paid directly by the equity holders and was recorded as capital contributions to Rex Oil & Gas Limited. In the financial year ended 31 December 2012, the Groups investment in a jointly controlled entity, Loyz Rex Drilling Services LLC, of US$2,107,000 has been funded by a loan of US$1,862,000 from related corporation, Rex Partners Limited, together with amount payable for a capital contribution due to Loyz Rex Drilling Services LLC of US$245,000. On 21 March 2013, the Company entered into a bond conversion and share purchase offer and acceptance agreement with certain bondholders of FRAM to purchase 5,802,909 converted shares in FRAM from such bondholders after the bondholders converted a portion of their bonds into the shares of FRAM. The consideration paid for the converted shares of FRAM is in the form of 101,792,531 shares in the Company at US$0.3256 per share. Pursuant to the acquisition, the Company acquired 24% of the total issued share capital of FRAM.

The accompanying notes form an integral part of these unaudited pro forma combined financial information. B-7

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 1. Introduction Rex International Holding Limited (the Company) is a public limited company listed on the Catalist Board of the Singapore Exchange Securities Trading Limited. Its registered office is at 80 Robinson Road, #02-00, Singapore 068898. The principal activity of the Company is that of an investment holding company. 1.1 Transactions (a) Acquisition of an equity interest in FRAM Exploration ASA (FRAM) On 21 March 2013, the Company entered into a bond conversion and share purchase offer and acceptance agreement with certain bondholders of FRAM to purchase 5,802,909 converted shares in FRAM from such bondholders after the bondholders converted a portion of their bonds into the shares of FRAM. The consideration paid for the converted shares of FRAM is in the form of 101,792,531 shares in the Company at US$0.3256 per share. Pursuant to the acquisition, the Company has acquired 24% of the total issued share capital of FRAM. (b) Conversion of a convertible loan instrument into ordinary shares in the Company upon the listing on the Catalist Board of the Singapore Exchange Securities Trading Limited. On 5 April 2013, 19 April 2013, and 15 May 2013, the Company entered into convertible loan agreements with certain investors and issued convertible loans totalling S$35,156,250 (US$28,734,164) for cash consideration. Under the terms of the convertible loan agreements, the entire convertible loans shall be automatically converted into ordinary shares of the Company upon listing of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. (c) Issue of new ordinary shares on the listing of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. The Company plans to issue 148,000,000 new ordinary shares at S$0.50 each on the listing of the Company on the Singapore Stock Exchange. Included in the new ordinary shares are 2,500,000 ordinary shares to be issued as settlement of management fee payable to PrimePartners Corporate Finance Pte. Ltd. as Manager and Sponsor and 3,000,000 ordinary shares to be issued as settlement of consultancy fee payable to Cathay Ltd. These have been included as part of the listing expenses. The above transactions are collectively referred to as the Transactions.

B-8

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 1. Introduction (continued) The unaudited pro forma combined financial information of Rex International Holding Limited and its subsidiaries (the Group) after the completion of the Transactions (the Enlarged Group), comprising the unaudited pro forma combined statement of financial position of the Enlarged Group as at 31 December 2012, the unaudited pro forma combined statement of comprehensive income of the Enlarged Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012, and the unaudited pro forma combined statement of cash flows of the Enlarged Group for the financial year ended 31 December 2012, has been prepared for inclusion in the offer document to the shareholders (the Offer Document) of the Company. 2. Basis of preparation of the unaudited pro forma statements The unaudited pro forma combined financial information has been prepared for illustrative purposes only, and based on certain assumptions after making certain adjustments, to show what: (a) the unaudited pro forma combined statement of financial position of the Enlarged Group as at 31 December 2012 would have been if the Transactions had occurred on 31 December 2012; the unaudited pro forma combined statement of financial results of the Enlarged Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 would have been if the Transactions had occurred on 10 June 2011; and the unaudited pro forma combined statement of cash flows of the Enlarged Group for the financial year ended 31 December 2012 would have been if the Transactions had occurred on 1 January 2012.

(b)

(c)

The unaudited pro forma combined financial information, because of their nature, may not give a true picture of the actual financial position, financial results and cash flows of the Enlarged Group. The unaudited pro forma combined financial information of the Enlarged Group for the financial period from 10 June 2011 to 31 December 2011 and financial year ended 31 December 2012 have been compiled based on the following: (a) the audited combined financial statements of the Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012, which were prepared in accordance with International Financial Reporting Standards. The combined financial statements of the Group for the financial period from 10 June 2011 to 31 December 2011 and the financial year ended 31 December 2012 were audited by KPMG LLP, Public Accountants and Chartered Accountants, Singapore and KPMG Audit LLP, Chartered Accountants, Isle of Man, in accordance with International Standards on Auditing; and B-9

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 2. Basis of preparation of the unaudited pro forma statements (continued) (b) the audited financial statements of FRAM for the financial years ended 31 December 2011 and 2012 were prepared in accordance with International Financial Reporting Standards and were audited by PricewaterhouseCoopers LLP, Norway, in accordance with International Standards on Auditing. the accounting policies of the Enlarged Group as set out in A-11 to A-19.

(c)

The following key adjustments and assumptions were made for the preparation of the unaudited pro forma combined financial information of the Enlarged Group: (a) the acquisition of the equity interest in FRAM will be accounted for as an associate as if it had been acquired as part of the Transactions on dates as disclosed in this pro forma combined financial information. The difference between the purchase consideration paid and the Groups share of the carrying value of the net assets acquired is assumed to be attributable to the oil and gas concessions held by FRAM. This may differ from the actual fair value of the net assets acquired on the completion of the Transactions. As the actual fair value will be determined at the completion of the Transactions, the eventual amounts could be materially different from the amount derived based on the assumption used; the convertible loan instrument received in April 2013 and May 2013 will be fully converted upon listing of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. For the purpose of these pro forma combined financial information, the loan will be treated as having been converted as part of the Transactions on dates as disclosed in this pro forma combined financial information. This may differ from the actual conversion at the completion of the Transactions; the issue of new ordinary shares of the Company at S$0.50 each. This may differ from the actual shares issued at the completion of the Transactions; the listing expenses relating to the Transactions are assumed to be S$7,253,893 (US$5,928,805) and comprises: (i) (ii) cash consideration of S$4,503,893 (US$3,681,155); 2,500,000 ordinary shares to be issued as payment for management fee to PrimePartners Corporate Finance Pte. Ltd. as Manager and Sponsor; and

(b)

(c)

(d)

(iii) 3,000,000 ordinary shares to be issued as payment for consultancy fee to Cathay Ltd. This may differ from the actual listing expenses at the completion of the Transactions; and (e) the exchange rate used to translate S$ to US$ is S$1.2235 to US$1.

B-10

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group (i) Unaudited pro forma combined statement of financial position as at 31 December 2012 The following adjustments have been made in arriving at the Unaudited Pro Forma Combined Statement of Financial Position as at 31 December 2012:
Audited combined statement of financial position of the Group US$000 31 December 2012 Assets Non-current assets Investments in jointly controlled entities Investment in associate Total non-current assets Current assets Cash and cash equivalents Total current assets Total assets Liabilities Current liabilities Other payables Total current liabilities Total liabilities Net assets Equity Share capital Merger reserve Capital reserve Retained earnings Total equity Unaudited pro forma combined statement of financial position US$000

Pro forma adjustments (see notes below) (a) (b) (c) US$000 US$000 US$000

7,355 7,355

33,144 33,144

7,355 33,144 40,499

7,355

33,144

28,734 28,734 28,734

54,553 54,553 54,553

83,287 83,287 123,786

(2,227) (2,227) (2,227) 5,128 1 4,129 409 589 5,128

33,144 33,144 33,144

28,734 28,734 28,734

54,553 54,553 54,553

(2,227) (2,227) (2,227) 121,559 116,432 4,129 409 589 121,559

B-11

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group (continued) (i) Unaudited pro forma combined statement of financial position as at 31 December 2012 (continued) Notes to the pro forma adjustments: (a) (b) Adjustment made to reflect the acquisition of 24% equity investment in the associate; and Adjustment made to reflect the funds received from the issue of the convertible loan instrument and the conversion of the loan into ordinary shares of the Company; and Adjustments made to reflect the expected proceeds and issue of shares upon the listing of Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. The amount recorded is net of estimated listing expenses.

(c)

(ii)

Unaudited pro forma statement of comprehensive income for the period ended 31 December 2011 and the year ended 31 December 2012 Audited combined statement of comprehensive income of the Group US$000 1,815 1,815 1,815 1,815 Pro forma adjustments (see note below) (a) US$000 (3,301) (3,301) (3,301) (3,301) Unaudited Pro forma combined statement of comprehensive income US$000 1,815 (3,301) (1,486) (1,486) (1,486)

For the financial period ended 31 December 2011 Continuing operations Revenue Expenses Administration fees and expenses Operating loss Share of profit of jointly controlled entities (net of tax) Share of loss of associate (net of tax) Profit/(loss) before taxation Taxation Profit/(loss) for the period Other comprehensive income, net of tax Total comprehensive income/(loss) for the period Notes to the pro forma adjustments: (a)

Adjustment made to reflect the Groups share of the associates loss. B-12

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 3 Unaudited Pro Forma Combined Financial Position of the Enlarged Group (continued) (ii) Unaudited pro forma statement of comprehensive income for the period ended 31 December 2011 and the year ended 31 December 2012 (continued) Audited combined statement of comprehensive income of the Group US$000 Unaudited Pro forma combined statement of comprehensive income US$000

For the financial year ended 31 December 2012 Continuing operations Revenue Expenses Administrative fees and expenses Operating loss Share of loss of jointly controlled entities (net of tax) Share of loss of associate (net of tax) Loss before taxation Taxation Loss for the year Other comprehensive income, net of tax Total comprehensive loss

Pro forma adjustments (see note below) (a) US$000

(529) (529)

(529) (529)

(653) (1,182) (1,182)

(2,313) (2,313) (2,313)

(653) (2,313) (3,495) (3,495)

(1,182)

(2,313)

(3,495)

Notes to the pro forma adjustments: (a) Adjustment made to reflect the Groups share of the associates loss.

B-13

APPENDIX B REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF REX INTERNATIONAL HOLDING LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL PERIOD FROM 10 JUNE 2011 TO 31 DECEMBER 2011 AND THE FINANCIAL YEAR ENDED 31 DECEMBER 2012
Notes to the unaudited pro forma combined financial information 4. Earnings per share Basic earnings per share is calculated by dividing the net loss attributable to equity holders of the Company by the weighted average number of ordinary shares assumed to be issued during the financial period. The number of ordinary shares assumed to be issued is based on the number of shares of the Company as at 31 December 2011 and 2012 after the Transaction assuming the Transaction occurred on 10 June 2011: Period ended 31 December 2011 Net loss attributable to equity owners of the Company (US$000) Weighted average number of ordinary shares assumed to be issued for basic earnings per share (000) Basic and diluted loss per share (cents) 1,486 Year ended 31 December 2012 3,495

976,683 0.15

976,683 0.36

The diluted earnings per share is the same as basic earnings per share as there are no dilutive potential ordinary shares.

B-14

APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides information about certain provisions of our Memorandum and Articles of Association and certain aspects of Singapore company law. This description is only a summary and is qualified by reference to the Companies Law and our Memorandum and Articles of Association. The instruments that constitute and define us are our Memorandum and Articles of Association. REGISTRATION NUMBER We are registered in Singapore with the Accounting and Corporate Regulatory Authority. Our company registration number is 201301242M. SUMMARY OF OUR ARTICLES OF ASSOCIATION 1. Directors (a) Ability of interested directors to vote A Director shall not vote in respect of any contract, proposed contract or arrangement or any other proposal in which he has any personal material interest, and he shall not be counted in the quorum present at the meeting. (b) Remuneration Fees payable to non-executive Directors shall be a fixed sum (not being a commission on or a percentage of profits or turnover of the Company) as shall from time to time be determined by the Company in general meeting. Fees payable to Directors shall not be increased except at a general meeting convened by a notice specifying the intention to propose such increase. Any Director who holds any executive office, or who serves on any committee of the Directors, or who performs services outside the ordinary duties of a Director, may be paid extra remuneration by way of salary, commission or otherwise, as the Directors may determine. The remuneration of a Managing Director shall be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of these modes but shall not be by a commission on or a percentage of turnover. The Directors shall have power to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director for the time being holding any executive office and for the purpose of providing any such pensions or other benefits, to contribute to any scheme or fund or to pay premiums. (c) Borrowing Our Directors may exercise all the powers of our Company to raise or borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to secure any debt, liability or obligation of our Company.

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APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

(d) Retirement Age Limit There is no retirement age limit for Directors under our Articles of Association. Section 153 of the Companies Act however, provides that no person of or over the age of 70 years shall be appointed a director of a public company, unless he is appointed or re-appointed as a director of the Company or authorised to continue in office as a director of the Company by way of an ordinary resolution passed at an annual general meeting of the Company. (e) Shareholding Qualification There is no shareholding qualification for Directors in the Memorandum and Articles of Association of the Company. 2. Share rights and restrictions We currently have one class of shares, namely, ordinary shares. Only persons who are registered on our register of shareholders are recognised as our shareholders. In cases where the person so registered is CDP, the persons named as the depositors in the depository register maintained by CDP for the ordinary shares are recognised as our shareholders. (a) Dividends and distribution We may, by ordinary resolution of our shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Directors. We must pay all dividends out of profits available for distribution. We may capitalise any sum standing to the credit of any of the Companys reserve accounts and apply it to pay dividends, if such dividends are satisfied by the issue of shares to our shareholders. All dividends are paid pro-rata amongst our shareholders in proportion to the amount paid up on each shareholders ordinary shares, unless the rights attaching to an issue of any ordinary share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a shareholder whose name is entered in the depository register shall, to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect of that payment. The payment by the Directors of any unclaimed dividends or other monies payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit of the Company. Any dividend unclaimed after a period of six years after having been declared may be forfeited and shall revert to the Company but the Directors may thereafter at their discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. The Directors may retain any dividends or other monies payable on or in respect of a share on which our Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

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APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

(b) Voting rights A holder of our ordinary shares is entitled to attend and vote at any general meeting, in person or by proxy. Proxies need not be a shareholder. A person who holds ordinary shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a shareholder if his name appears on the depository register maintained by CDP at least 48 hours before the general meeting. Except as otherwise provided in our Articles of Association, two or more shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of Association, on a show of hands, every shareholder present in person and by proxy shall have one vote, and on a poll, every shareholder present in person or by proxy shall have one vote for each ordinary share which he holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or by any shareholder present in person or by proxy and representing not less than 10% of the total voting rights of all shareholders having the right to attend and vote at the meeting or by any two shareholders present in person or by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote. 3. Change in capital Changes in the capital structure of our Company (for example, an increase, consolidation, cancellation, sub-division or conversion of our share capital) require shareholders to pass an ordinary resolution. General meetings at which ordinary resolutions are proposed to be passed shall be called by at least 14 days notice in writing. The notice must be given to each of our shareholders who have supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting. The reduction of our share capital is subject to the conditions prescribed by law. 4. Variation of rights of existing shares or classes of shares Subject to the Companies Act, whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters of the total voting rights of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting, the provisions of our Articles of Association relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons holding or representing by proxy at least one-third of the total voting rights of the issued shares of the class, and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-quarters of the total voting rights of the issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting. These provisions shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied or abrogated.

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APPENDIX C SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

The relevant Article does not impose more significant conditions than the Companies Act in this regard. 5. Limitations on foreign or non-resident shareholders There are no limitations imposed by Singapore law or by our Articles of Association on the rights of our shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

C-4

APPENDIX D LEGAL OPINIONS

The New York Times Building 37th Floor 620 Eighth Avenue New York, NY 10018-1405 212.808.2700 Fax 212.286.9806

June 27, 2013

Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898 PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957 Re: Offer Document to be issued by Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (Rex International) in connection with the proposed listing of the shares of Rex International on the Catalist of the Singapore Exchange Securities Trading Limited.

Ladies and Gentlemen: We have acted as special counsel to Rex International, a company limited by shares incorporated under the Companies Act, Chapter 50 of Singapore, in connection with the proposed listing of the shares of Rex International on the Catalist of the Singapore Exchange Securities Trading Limited (the SGX) in connection with an initial public offering (the Initial Public Offering and collectively, the Transaction). This opinion letter is being furnished to Rex International, PrimePartners Corporate Finance Pte. Ltd. and UOB Kay Hian Private Limited at the request of Rex International in connection with the Transaction. This opinion has been prepared solely for inclusion in the offer document of Rex International in connection with the Initial Public Offering of the shares of Rex International on the SGX. For the purpose of rendering this opinion letter, our examination of documents relating to: (i) Rex US Ventures LLC, a Delaware limited liability company (RUV); (ii) Rex U.S. Operating, Inc., a Delaware corporation (RexOp); (iii) Loyz Rex Drilling Services, LLC, a Delaware limited
Philadelphia Detroit Boston Berwyn Washington, D.C. Harrisburg Los Angeles Orange County Princeton New York Pittsburgh Wilmington

www.pepperlaw.com

D-1

APPENDIX D LEGAL OPINIONS

liability company (Loyz and collectively with RUV and RexOp, the Delaware Companies); (iv) Fram Americas LLC, a Colorado limited liability company (Fram Am); (v) Fram Federal Corporation, a Colorado corporation (Fram Fed); and (vi) Fram Operating LLC, a Colorado limited liability company (Fram Op, and together with Fram Am and Fram Fed, the Colorado Companies and collectively with the Delaware Companies, each, a Company and collectively, the Companies), in each case, has been limited to the examination of originals or copies of (A) the documents set forth on Schedule 1, attached hereto (collectively, the Diligence Documents), and (B) the following: Certificate of Formation of Rex US Ventures LLC, dated October 16, 2012 and filed with the Secretary of State of the State of Delaware on October 25, 2012, as certified by a manager of RUV to be true, correct and in effect on the date hereof (the RUV Certificate of Formation); Certificate of Incorporation of Rex U.S. Operating, Inc., dated May 31, 2013 and filed with the Secretary of State of the State of Delaware on May 31, 2013, as certified by an officer of RexOp to be true, correct and in effect on the date hereof (the RexOp Certificate of Incorporation); Certificate of Formation of Loyz Rex Drilling Services, LLC, dated November 12, 2012 and filed with the Secretary of State of the State of Delaware on November 13, 2012, as certified by an officer of Loyz to be true, correct and in effect on the date hereof (the Loyz Certificate of Formation and together with the RUV Certificate of Formation, the Delaware Certificates of Formation); Bylaws of Rex U.S. Operating, Inc., dated May 31, 2013, as certified by an officer of RexOp to be true, correct and in effect on the date hereof (the RexOp Bylaws and together with the RexOp Certificate of Incorporation, the RexOp Charter and Bylaws); Operating Agreement of Rex US Ventures LLC, dated October 25, 2012, as certified by a manager of RUV to be true, correct and in effect on the date hereof (the RUV Operating Agreement); Operating Agreement for Loyz Rex Drilling Services, LLC, dated November 12, 2012, as certified by an officer of Loyz to be true, correct and in effect on the date hereof (the Loyz Operating Agreement and together with the RUV Operating Agreement, the Delaware Operating Agreements); a Good Standing Certificate of RUV issued by the Secretary of State of the State of Delaware on June 14, 2013 (the RUV Good Standing Certificate and collectively with the RUV Certificate of Formation and the RUV Operating Agreement, the RUV Governing Documents); a Good Standing Certificate of RexOp issued by the Secretary of State of the State of Delaware on June 14, 2013 (the RexOp Good Standing Certificate and collectively with the RexOp Charter and Bylaws, the RexOp Governing Documents); and a Good Standing Certificate of Loyz issued by the Secretary of State of the State of Delaware on June 14, 2013 (the Loyz Good Standing Certificate and collectively with the Loyz Certificate of Formation and the Loyz Operating Agreement, the Loyz Governing Documents, and the Loyz Governing Documents collectively with the RUV Governing Documents and the RexOp Governing

D-2

APPENDIX D LEGAL OPINIONS

Documents, the Delaware Governing Documents, and the Delaware Governing Documents collectively with the Diligence Documents, the Documents). In addition, we have made such examination of laws, certificates of public officials, and certificates of officers and managers of the Companies as we have deemed necessary to enable us to render the opinions in this letter. Without limiting the foregoing, and with your permission: (i) as to our opinion in paragraph 1 below, we have relied solely upon the RUV Good Standing Certificate, the RexOp Good Standing Certificate and the Loyz Good Standing Certificate with respect to RUV, RexOp and Loyz, respectively, certifying to the good standing of such Companies as of the date of such certificates, and our opinion in paragraph 1 is as of such date only; (ii) as to our opinions in paragraph 8, we have relied solely upon searches of the Recording Office, which such searches were conducted between May 8, 2013 and May 16, 2013, and the FramAm Backup Certificate (as hereinafter defined); (iii) as to our opinions in paragraph 9, we have relied solely upon searches of the BLM System conducted on May 16, 2013, the Fram-Fed BLM System Assignment (as hereinafter defined) and the FramAm Backup Certificate; (iv) as to our opinions in paragraphs 10 and 11, we have relied solely upon searches of the online databases maintained by CGCC, CDPHE and NDOGD, respectively (all as hereinafter defined), which such searches were conducted on May 16, 2013, and our opinions in such paragraphs are as of such date only; and (v) as to our opinion in paragraph 12 below, we have relied solely upon searches of the dockets of the district and federal courts of the State of Delaware indicated on the attached Schedule 4 (the Court Searches), which such searches were conducted as of June 21, 2013, and our opinion in paragraph 12 is as of such date only. As to matters of fact relevant to the opinions herein expressed, we have assumed the accuracy and completeness of, and have relied upon, the representations and warranties of Rex International contained in the listing application required to be submitted to SGX in connection with the Transaction (the Listing Application) and in certificates of officers and/or managers of each of the Companies and certificates of public officials. We have further assumed that each of the Delaware Operating Agreements, the Delaware Certificates of Formation and the RexOp Charter and Bylaws constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, governance and termination of the respective Delaware Companies, and that the Delaware Operating Agreements, the RexOP Charter and Bylaws and the respective Delaware Certificates of Formation are in full force and effect and have not been amended. We have further assumed that (i) the execution and delivery of the Delaware Operating Agreements by the members thereof and the performance of their respective obligations thereunder and (ii) the performance of the sole stockholders obligations under the RexOp Charter and Bylaws, in each case, do not conflict with, or violate, any other agreement (other than the Documents) binding on such members, stockholder or any Applicable Laws to which such members, stockholder and Rex International are subject. Where matters are stated to be to our knowledge, to our knowledge after due inquiry or otherwise known to us or words of similar import, our knowledge is limited to the actual knowledge of the attorneys in our office who have participated in the review of the Documents. We have not independently verified the accuracy of the matters set forth in the Documents or in the written statements or certificates upon which we have relied. We have not undertaken any lien, intellectual property, suit or judgment searches or searches of court dockets in any jurisdiction. We have not been asked to review or search matters of real estate title, particularly with respect to the Leases (hereinafter defined).

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APPENDIX D LEGAL OPINIONS

We have assumed with your permission: (i) the due execution and delivery, pursuant to due authorization, of the Documents; (ii) the genuineness of the signatures of, and the authority of, persons signing the Documents on behalf of the underlying parties thereto; (iii) the genuineness of all signatures and the authenticity and completeness of all records, certificates, instruments and documents submitted to us as originals; (iv) the conformity to authentic originals of all records, certificates, instruments and documents submitted to us as certified, conformed, photostatic or facsimile copies thereof; (v) that the consideration required to be paid for the issuance of the issued and outstanding Interests (as hereinafter defined) and Shares (as hereinafter defined) by the respective Delaware Companies has, in fact, been paid to and received by each Company, respectively; (vi) that there are no defects of title with respect to any lessors ownership interests encumbered by the Leases or with respect to any lessees leasehold interests created by the Leases; (vii) that the lessor under each lease set forth under the heading Fee Leases on Schedule 1 (as amended, each a Fee Lease and collectively, the Fee Leases) and each lease set forth under the heading Federal Leases on Schedule 1 (as amended, each, a Federal Lease and collectively, the Federal Leases, and together with the Fee Leases, each a Lease and collectively the Leases) had, at the time of the execution and delivery of such Lease, unconditional and indefeasible legal and beneficial title to the oil and gas underlying the land described in such Lease, and the full right, power and authority to own and lease the same, and that such lessor has not conveyed or encumbered and will not convey or encumber any interest in the oil or gas prior to the payment of recording fees and other charges required to be paid in respect to the recording of such Lease and all Assignments (hereinafter defined) thereof, and the due recordation, legible imaging and proper indexing of such Lease and all Assignments thereof in the Recording Office; (viii) that the land described in each Lease is entirely located in Mesa County, Colorado; (ix) that the legal description of the land in each Lease is accurate and complete; (x) that each party to each Lease, including all predecessors and successors in title to the lessors interest and all assignors and assignees of the lessees interest (each a Lease Party and collectively the Lease Parties) is duly organized under the laws of its respective jurisdiction of organization, is validly existing and in good standing or the equivalent under the laws of its jurisdiction of organization, and has the requisite power and authority to execute, deliver and perform its obligations under the applicable Lease

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APPENDIX D LEGAL OPINIONS

and each assignment of the lessees interest therein (as amended, each an Assignment and collectively the Assignments); (xi) that each Lease and each Assignment constitutes the legal, valid and binding obligation of each Lease Party thereto, enforceable in accordance with its terms against such Lease Party; (xii) that the execution, delivery and performance by each Lease Party of each Lease and each Assignment, do not conflict with, result in a breach or violation of, or constitute a default under the governing documents of such Lease Party; (xiii) that there has not been any mutual mistake of fact, fraud, duress or undue influence in connection with any Lease or any Assignment; (xiv) that the terms and conditions of each Lease and each Assignment have not been amended, modified or supplemented by any other agreement or understanding of any applicable Lease Parties or by the waiver of any of the material provisions thereof; (xv) that there are no agreements or understandings, written or oral, among the Lease Parties to any Lease or any Assignment, and there is no usage of trade or course of prior dealing among the Lease Parties, that would, in either case, define, supplement or qualify the terms of the Lease or the Assignment; (xvi) that each Lease Party has acted without notice of any defense against the enforcement of any rights created by any applicable Lease or Assignment; (xvii) that each Lease Party has complied with all laws, rules and regulations applicable to it with respect to the applicable Lease or Assignment; (xviii) that each Lease Party to each Lease and each Assignment has complied with all of its respective covenants and agreements under such Lease or Assignment; (xix) that all factual and legal matters contained in the Documents, including the warranties and representations set forth therein, are true and correct and are not inconsistent with the factual and legal assumptions set forth herein; (xx) that the entity identified as Fram Americas, LLC in the Leases and the Assignments is Fram Am, notwithstanding the inclusion a comma (,) punctuation mark which is not in the precise entity name of Fram Am; and that the entity identified as Evertson Exploration Company, LLC in certain of the Assignments is Evertson Exploration, LLC, a Wyoming limited liability company, notwithstanding the inclusion of the word Company which is not in the precise name of the limited liability company; and (xxi) that the Fram-Fed BLM System Assignment has been duly authorized, executed and delivered by Fram Am and Fram Fed, and duly filed with the BLM; that all filing fees and other charges required to be paid in respect to the filing of the Fram-Fed BLM

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APPENDIX D LEGAL OPINIONS

System Assignment have been paid; and that the Fram-Fed BLM System Assignment is enforceable in accordance with its terms. We are not admitted to practice law in the State of Colorado or State of North Dakota. This opinion letter is limited solely to matters governed by the laws of the State of Delaware, and federal laws of the United States of America, and is, in all cases, limited to those laws, statutes and regulations which we recognize are customarily applicable to transactions of the type contemplated by the Transaction based upon our experience, without regard to conflict or choice of laws principles (the Applicable Laws) and we do not purport to express any opinion herein with respect to the laws of any other state or jurisdiction (including without limitation, the Republic of Singapore). We further assume that a court in the State of Delaware would not apply the substantive law of a state or country other than the state or country whose law is covered by this opinion letter or selected in the agreements governing the Transaction notwithstanding that states or countrys law and its relationship to the transactions contemplated by the Transaction. Subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that: 1. Each of RUV and Loyz is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with limited liability company power and authority to own its properties and conduct its business as presently conducted, to our knowledge. RexOp is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as presently conducted, to our knowledge. The Interests (as hereinafter defined) of RUV and Loyz have been duly and validly issued free of any preemptive or other rights afforded by such Delaware Company to subscribe for or purchase Interests under Applicable Law or any agreement known to us. Under the Delaware Limited Liability Company Act, as amended, the members of RUV and Loyz shall have no obligation to make further payments for their respective purchases of Interests solely by reason of their ownership of Interests or their status as a member of such Delaware Company, except as provided in the Delaware Operating Agreements of RUV and Loyz, respectively, and except for their respective obligations to repay funds wrongfully distributed to them. The Shares (as hereinafter defined) of RexOp have been duly authorized and validly issued and are fully paid and nonassessable under the Delaware General Corporation Law, as amended. The issuance and sale of the shares of Rex International in the Initial Public Offering and the consummation by Rex International of the Transaction do not, to our knowledge, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under the provisions of any Delaware Operating Agreement, Delaware Certificate of Formation or the RexOp Charter and Bylaws or any permit or license known to us of RUV, RexOp or Loyz, respectively, or the Delaware Limited Liability Company Act, as amended, or the Delaware General Corporation Law, as amended.

2.

3.

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APPENDIX D LEGAL OPINIONS

4.

To our knowledge, no consent or approval or authorization or order or registration or qualification of or with any Delaware court or governmental agency is required by the Companies for the consummation of the Transaction by Rex International. Based solely upon our review of the RUV Governing Documents and the RUV Backup Certificate (as defined on Schedule 1, attached hereto), all of the limited liability company membership interests of RUV (collectively, the RUV Membership Interests) are owned by Rex US Ltd. Based solely upon our review of the RexOp Governing Documents and the RexOp Backup Certificate (as defined on Schedule 1, attached hereto), all of the shares of capital stock of RexOp (collectively, the Shares) are owned by RUV. Based solely upon our review of the Loyz Governing Documents and the Loyz Backup Certificate (as defined on Schedule 1, attached hereto), the units of limited liability company ownership interests of Loyz (the Units and collectively with the RUV Membership Interests, the Interests), are owned as follows: 51 Units are owned by Loyz USA Holdings LLC, and 49 Units are owned by RUV. Each Fee Lease identified on Schedule 1 as having been recorded has been recorded in the Recording Department of the Office of the Clerk and Recorder of Mesa County, Colorado (the Recording Office). Each Assignment of a Fee Lease identified on Schedule 1 as having been recorded has been recorded in the Recording Office. Based solely on our review of the Fee Leases and Assignments thereof, images of which are publicly available through the website of the Recording Office, and copies of unrecorded Fee Leases and Assignments provided to us by Fram Am, Fram Am holds a valid interest in each Fee Lease; provided that with respect to each Fee Lease, Fram Ams rights are subject to the payment of royalties, and may be subject to the payment of overriding royalties. We express no opinion on the percentage interest held by Fram Am in any Fee Lease. Each Federal Lease identified on Schedule 1 as having been recorded has been recorded in the Recording Office. Each Assignment of a Federal Lease identified on Schedule 1 as having been recorded has been recorded in the Recording Office. Each Federal Lease identified on Schedule 1 has been registered on the Case Recordation system of the Legacy Rehost System (LR2000) of the Bureau of Land Management of the United States Department of the Interior (the BLM System). Based solely upon our review of the Mass Serial Register Page on the BLM System for each Federal Lease and the Fram-Fed BLM System Assignment, Fram Fed holds a valid interest in such Federal Lease; provided that with respect to each Federal Lease, Fram Feds rights are subject to the payment of royalties, and may be subject to the payment of overriding royalties. We express no opinion on the percentage interest held by Fram Fed in any Federal Lease. We have not reviewed any documents identified on the Mass Serial Register Page for any Federal Lease.

5.

6.

7.

8.

9.

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APPENDIX D LEGAL OPINIONS

10.

Based solely on our review of (a) the online database maintained by the Colorado Oil and Gas Conservation Commission (CGCC) and (b) the online database maintained by the Colorado Department of Public Health and Environment (CDPHE), we have confirmed that each Company holds the permits set forth under its respective name as set forth on Schedule 2, attached hereto (each, a Permit and collectively, the Permits). The Permits are necessary for each such Company in connection with the conduct of its respective business (as presently known to us) in Colorado. Based solely upon our review of the online database of the North Dakota Industrial Commission, Department of Mineral Resources, Oil and Gas Division (NDOGD), Fram Op is designated as an operator in North Dakota. Based solely upon our review of the online database maintained by CGCC, Fram Op has received operator number 10310 for the State of Colorado. Based solely upon our review of the Federal Bond (as defined in Schedule 1), Fram Op is bonded as an oil and gas operator by the BLM for the Federal Leases. Based solely upon our review of the Court Searches, there is no material litigation against any of the Companies pending in the State of Delaware. Based solely upon our review of the Documents, we have no knowledge of any non-compliance with respect thereto that would create a material adverse effect on the operations of the Companies, taken collectively as a whole. Based solely upon our review of the Permits and the Officers Certificates, we have no knowledge of any Permit having been revoked, withdrawn or rescinded in such a manner that would create a material adverse effect on the operations of the Companies, taken collectively as a whole.

11.

12. 13.

The opinions set forth herein are further subject to and limited by the following:

a.

This opinion letter is given as of the date hereof and is based on Applicable Laws as they exist and are construed as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may come to our attention after the date hereof, or any changes in laws or regulations that may occur after the date hereof; The rights of the parties to each Document are further subject to any requirements of fair dealing and conscionability; We express no opinion as to matters not specifically referred to herein and under no circumstances are you to infer, from anything stated or not stated herein, any opinion with respect to any matter to which reference is not made herein. In furtherance and not in limitation of the foregoing, no opinion is herein rendered with respect to any of the topics listed under Section 19, Specific Legal Issues, of the Third Party Legal Opinion Report, published in 1991 by the Section of Business Law of the American Bar Association (set forth on Schedule 3 hereto);

b. c.

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APPENDIX D LEGAL OPINIONS

d.

Without limitation to our opinions set forth in paragraphs 8 and 9, we express no opinion as to the existence or quality of title to any interest in real or personal property; Without limitation to the foregoing, as to our opinions in paragraphs 2, 5, 6 and 7, we have assumed the accuracy and completeness of the RUV Backup Certificate, the RexOp Backup Certificate and the Loyz Backup Certificate delivered to us on the date hereof; The maintenance of each Lease in effect beyond the expiration of the primary term is subject to the fulfillment by the applicable lessee of specified conditions. We express no opinion as to the satisfaction of such conditions or the continued validity of any Lease; We express no opinion with respect to (i) the adequacy or accuracy of the description of any real or personal property; or (ii) the accuracy of the tax parcel identification number; and Without limitation to the foregoing, as to our opinions in paragraphs 10, 11 and 13, we express no opinion as to whether any Company has obtained every license or permit required to conduct its respective business as presently conducted.

e.

f.

g.

h.

This opinion is rendered only to the addressees set forth above and is solely for the benefit of the addressees. This opinion may not be quoted to or relied upon by any person or entity other than such addressees without the express prior written consent of a partner of this firm, except that we hereby consent to Rex International submitting a copy of this opinion (with no right of reliance) as part of its public filing to the SGX in connection with the Transaction. Very truly yours,

Pepper Hamilton LLP

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APPENDIX D LEGAL OPINIONS

Schedule 1 Diligence Documents Managers Certificate of Rex US Ventures LLC, dated June 27, 2013 (the RUV Backup Certificate); Officers Certificate of Loyz Rex Drilling Services, LLC, dated June 27, 2013 (the Loyz Backup Certificate); Officers Certificate of Rex U.S. Operating, Inc., dated June 27, 2013 (the RexOp Backup Certificate); Officers Certificate of Fram Americas LLC, dated June 27, 2013 (the FramAm Backup Certificate) Officers Certificate of Fram Operating LLC, dated June 27, 2013 (the FramOp Backup Certificate); Officers Certificate of Fram Federal Corporation, dated June 27, 2013 (the FramFed Backup Certificate and collectively with the RUV Backup Certificate, the RexOp Backup Certificate, the Loyz Backup Certificate, the FramAm Backup Certificate and the FramOp Backup Certificate, the Officers Certificates); and United States Department of the Interior, Bureau of Land Management, Assignment of Record Title Interest in a Lease for Oil and Gas or Geothermal Resources (the Fram-Fed BLM System Assignment) dated June 14, 2013, between Fram Americas LLC, a Colorado limited liability company, as Assignor, and Fram Federal Corporation, a Colorado corporation, as Assignee. Fee Leases (see attached chart for list of Fee Leases)

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Name of Lease Yes, except for: FRAM ENTITY HAS AN EXTRA COMMA

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

#66 Lough, et al

1. Oil and Gas Lease dated February 7, 2003 Lessor: Gary N. Lough, Gregory A. Lough, Richard S. Lough and Rodger B. Lough Lessee: Sunnyside Production Company, LLC (as Lessee);

2. Memorandum of Oil and Gas Lease Recorded: February 27, 2003 Mesa County Book 3286, Page 719

3. Amendment to Oil and Gas Lease last executed April 22, 2010,

4. Revivor and Second Amendment to Oil and Gas Lease last executed 7/12/12 Recorded: August 6, 2012 Mesa County Book 5337, Pages 722-729 2. Amendment to Oil and Gas Lease last executed 4/22/10

1. Oil and Gas Lease dated February 7, 2003, by and between Gary N. Lough, Gregory A. Lough, Richard S. Lough and Rodger B. Lough (as Lessors) and Sunnyside Production Company, LLC (as Lessee)

5. Assignment of Oil and Gas Leases effective March 27, 2003 Assignor: Sunnyside Production Company, LLC Assignee: Evertson Exploration, LLC Recorded: May 19, 2003 Mesa County Book 3361, Page 972

APPENDIX D LEGAL OPINIONS

D-11

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc.

#18595831 v1

Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

APPENDIX D LEGAL OPINIONS

D-12

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009

#18595831 v1

Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#151 McClean

1. Oil & Gas Lease dated April 16, 2007 Lessor: Lillian C. McClean Lessee: Aspen Oil and Gas Partners, LLC Recorded July 5, 2007 Mesa County Book 4463, Page 860

APPENDIX D LEGAL OPINIONS

D-13

2. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 102

3. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 122

4. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 141

5. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 220

#18595831 v1

6. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 273 Yes FRAM ENTITY HAS AN EXTRA COMMA

#152 Snook/ Whiteman

1. Oil & Gas Lease dated February 19, 2011 Lessor: James N. and Frances L. Whiteman Lessee: Fram Americas, LLC Recorded February 28, 2011 Mesa County Book 5129, Page 472

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Michael E. and Debra L. Whiteman Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 355

APPENDIX D LEGAL OPINIONS

D-14

NOTE: Cannot assign any one of the 5 leases to any one tract number (## 152, 171-174). Each is a Whiteman lease; Whiteman owns 50% interest in all tracts; each of the individuals listed on coversheet annexed owns a 1/5 undivided interest in each of the 5 tracts; the other 50% owner of all of the tracts has not given a lease to anyone.

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Scott E. Whiteman Lessee: Fram Americas, LLC Recorded: March 22, 2011 Mesa County Book 5137, Page 671

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

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************************************************************************************* 1. Oil & Gas Lease dated February 16, 2011 Lessor: Alisa Campbell Lessee: Fram Americas, LLC Recorded: February 25, 2011 Mesa County Book 5128, Page 936

2. Assignment effective February 16, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 21, 2011 Lessor: Robert Todd Wilson Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 469

APPENDIX D LEGAL OPINIONS

D-15

2. Assignment effective February 21, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893 Yes FRAM ENTITY HAS AN EXTRA COMMA

#156 Kissinger

1. Oil & Gas Lease dated November 17, 2009 Lessor: Kellee L. Kissinger & Neland Kissinger Lessee: Fram Americas, LLC Recorded: December 31, 2009, Mesa County Book 4960, Page 995

2. Assignment effective January 18, 2010 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: May 5, 2010 Mesa County Book 5007, Page 781 Yes FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY

#157 Siminoe/Wy nn et al

1. Oil & Gas Lease dated January 23, 2001 Lessor: Bonnie L. Siminoe, Lora L. Siminoe Wynn & Vincent L. Siminoe, Judy L. Davis & Kellee L. Kissinger Lessee: Sunnyside Production Company LLC Recorded: February 26, 2011 \ Mesa County Book 2807, Page 695

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4. Assignment effective March 12, 2001 Assignor: Sunnyside Production Company, LLC Assignee: Evertson Exploration, LLC Recorded: July 23, 2001 Mesa County Book 2891, Page 444

REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

5. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC, Assignee Recorded: November 4, 2004 Mesa County Book 3773, Page 852

6. Assignment effective July 1, 2002 Evertson Exploration Company, LLC, Assignor Stillwater Energy, LLC, Assignee Recorded: July 9, 2002 Mesa County Book 3109, Page 941

7. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

APPENDIX D LEGAL OPINIONS

D-16

8. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

9. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

10. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

#18595831 v1

11. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

12. Ratification and Rental Division Order dated September 28, 2007 Recorded: December 3, 2007 Mesa County Book 4563, Page 520

13. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

14. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

APPENDIX D LEGAL OPINIONS

D-17

15. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

16. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

17. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

18. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009

#18595831 v1

Mesa County Book 4785, Page 198

19. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

20. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

21. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#158 and #159 Wynn

APPENDIX D LEGAL OPINIONS

D-18

1. Oil & Gas Lease dated January 18, 2010 Lessor: Lora Siminoe Wynn and Larry Dennis Wynn Lessee: Fram Americas, LLC Recorded: January 22, 2010 Mesa County Book 4970, Page 360

2. Assignment effective January 18, 2010 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: May 5, 2010 Mesa County Book 5007, Page 781 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#160 Siminoe

1. Oil & Gas Lease dated November 17, 2009 Lessor: Vincent L. Siminoe and Julie Siminoe Lessee: Fram Americas, LLC Recorded: January 19, 2010 Mesa County Book 4968, Page 132

2. Assignment effective November 17, 2009 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: May 5, 2010 Mesa County Book 5007, Page 781

#18595831 v1

#163 Wallace

1. Oil and Gas Lease dated February 5, 2007 Lessor: Shawn J. and Cindy A. Wallace Lessee: Aspen Oil and Gas Partners, LLC Recorded: August 2, 2007 Mesa County Book 4484, Page 528

Yes.

FRAM ENTITY HAS AN EXTRA COMMA

2. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 102

3. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 122

4. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 141

APPENDIX D LEGAL OPINIONS

D-19

5. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 220

6. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 273 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#166 Lambert

1. Oil & Gas Lease dated August 7, 2009 Lessor: M. Margaret Lambert Lessee: Fram Americas, LLC Recorded: August 25, 2009 Mesa County Book 4907, Page 896

2. Assignment effective August 7, 2009 Assignor: Fram Americas, LLC

#18595831 v1

Assignee: Clements Capital, LLC Recorded: May 5, 2010 Mesa County Book 5007, Page 781 Yes . FRAM ENTITY HAS AN EXTRA COMMA

#167 Whiting

1. Oil & Gas Lease effective April 3, 2007 Lessor: John L. Whiting Lessee: Aspen Oil and Gas Partners, LLC Recorded: June 6, 2007 Mesa County Book 4440, Page 669

2. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 102

3. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 122

APPENDIX D LEGAL OPINIONS

D-20

4. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 141

5. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 220

6. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 273

7. Personal Representatives Deed of Distribution dated March 19, 2010 Grantor: Lois C. Whiting, as Personal Representative of the Estate of John L. Whiting, deceased Grantee: Lois C. Whiting as Trustee of the Lois C. Whiting Living Trust dated December 30, 2009 Recorded: March 22, 2010

10

#18595831 v1

Mesa County Book 4991, Page 443

8. Assignment of Oil & Gas Leases dated March 29, 2013 [NOTE: ASSIGNMENT OF LESSORS INTEREST ONLY] Grantor: Lois C. Whiting, as Personal Representative of the Estate of John Lamar Whiting a/k/a John L. Whiting a/k/a John Whiting, deceased Grantee: Lois C. Whiting, as trustee of the Lois C. Whiting Living Trust dated December 30, 2009 Recorded: March 29, 2013 Mesa County Book 5452, Page 353 Yes FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#168 Mansur

1. Oil & Gas Lease dated December 8, 2000 Lessor: John W. Mansur & Victoria Rae Mansur Lessee: Sunnyside Production Company LLC Recorded: February 26, 2001 Mesa County Book 2807, Page 686

2. Assignment effective March 12, 2001 Assignor: Sunnyside Production Company, LLC Assignee: Evertson Exploration, LLC Recorded: July 23, 2001 Mesa County Book 2891, Page 444

APPENDIX D LEGAL OPINIONS

D-21

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC, Assignee Recorded: November 4, 2004 Mesa County Book 3773, Page 852

4. Assignment effective July 1, 2002 Evertson Exploration Company, LLC, Assignor Stillwater Energy, LLC, Assignee Recorded: July 9, 2002 Mesa County Book 3109, Page 941

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC

11

#18595831 v1

Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Correction to Oil & Gas Lease executed June 8, 2005 Recorded: June 14, 2005 Mesa County Book 3920, Page 31

APPENDIX D LEGAL OPINIONS

D-22

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

12. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

14. Assignment effective September 1, 2008

12

#18595831 v1

Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

16. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

17. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

APPENDIX D LEGAL OPINIONS

D-23

18. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

19. Ratification and Rental Division Order dated September 6, 2007 Recorded: December 3, 2007 Mesa County Book 4563, Page 542

20. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157

21. Ratification of Oil and Gas Lease dated January 19, 2012 Recorded: January 30, 2012 Mesa County Book 5253, Page 424 Yes. FRAM ENTITY HAS

#170

1. Oil and Gas Lease dated January 13, 2011

13

#18595831 v1

Collard/ Nowotny

Lessor: Stephen Collard and Kathy Collard Lessee: Fram Americas, LLC Recorded: January 18, 2011 Mesa County Book 5114, Page 396

AN EXTRA COMMA

2. Assignment effective January 13, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, page 893

************************************************************************************* 1. Oil and Gas Lease dated January 14, 2011 Lessor: Thomas Nowotny and Dawn Nowotny Lessee: Fram Americas, LLC Recorded: February 4, 2011 Mesa County Book 5121, Page 180

2. Assignment effective January 14, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, page 893 Yes. FRAM ENTITY HAS AN EXTRA COMMA

APPENDIX D LEGAL OPINIONS

D-24

#171 Snook/ Whiteman

1. Oil & Gas Lease dated February 19, 2011 Lessor: James N. and Frances L. Whiteman Lessee: Fram Americas, LLC Recorded February 28, 2011 Mesa County Book 5129, Page 472

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Michael E. and Debra L. Whiteman Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 355

NOTE: Cannot assign any one of the 5 leases to any one tract number (## 152, 171-174). Each is a Whiteman lease; Whiteman owns 50% interest in all tracts; each of the individuals listed on coversheet annexed owns a 1/5 undivided interest in each of the 5 tracts; the other 50% owner of all of the tracts has not given a lease to anyone.

2. Assignment effective February 19, 2011

14

#18595831 v1

Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Scott E. Whiteman Lessee: Fram Americas, LLC Recorded: March 22, 2011 Mesa County Book 5137, Page 671

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 16, 2011 Lessor: Alisa Campbell Lessee: Fram Americas, LLC Recorded: February 25, 2011 Mesa County Book 5128, Page 936

APPENDIX D LEGAL OPINIONS

D-25

2. Assignment effective February 16, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 21, 2011 Lessor: Robert Todd Wilson Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 469

2. Assignment effective February 21, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

15

#18595831 v1

#172 Snook/ Whiteman

1. Oil & Gas Lease dated February 19, 2011 Lessor: James N. and Frances L. Whiteman Lessee: Fram Americas, LLC Recorded February 28, 2011 Mesa County Book 5129, Page 472

Yes.

FRAM ENTITY HAS AN EXTRA COMMA

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Michael E. and Debra L. Whiteman Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 355

NOTE: Cannot assign any one of the 5 leases to any one tract number (## 152, 171-174). Each is a Whiteman lease; Whiteman owns 50% interest in all tracts; each of the individuals listed on coversheet annexed owns a 1/5 undivided interest in each of the 5 tracts; the other 50% owner of all of the tracts has not given a lease to anyone.

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

APPENDIX D LEGAL OPINIONS

D-26

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Scott E. Whiteman Lessee: Fram Americas, LLC Recorded: March 22, 2011 Mesa County Book 5137, Page 671

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 16, 2011 Lessor: Alisa Campbell Lessee: Fram Americas, LLC Recorded: February 25, 2011 Mesa County Book 5128, Page 936

16

#18595831 v1

2. Assignment effective February 16, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 21, 2011 Lessor: Robert Todd Wilson Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 469

2. Assignment effective February 21, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#173 Snook/ Whiteman

APPENDIX D LEGAL OPINIONS

D-27

1. Oil & Gas Lease dated February 19, 2011 Lessor: James N. and Frances L. Whiteman Lessee: Fram Americas, LLC Recorded February 28, 2011 Mesa County Book 5129, Page 472

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Michael E. and Debra L. Whiteman Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 355

NOTE: Cannot assign any one of the 5 leases to any one tract number (## 152, 171-174). Each is a Whiteman lease; Whiteman owns 50% interest in all tracts; each of the individuals listed on coversheet annexed owns a 1/5 undivided interest in each of the 5 tracts; the other 50% owner of all of the tracts has not given a lease to anyone.

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

17

#18595831 v1

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Scott E. Whiteman Lessee: Fram Americas, LLC Recorded: March 22, 2011 Mesa County Book 5137, Page 671

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 16, 2011 Lessor: Alisa Campbell Lessee: Fram Americas, LLC Recorded: February 25, 2011 Mesa County Book 5128, Page 936

APPENDIX D LEGAL OPINIONS

D-28

2. Assignment effective February 16, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 21, 2011 Lessor: Robert Todd Wilson Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 469

2. Assignment effective February 21, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893 Yes. FRAM ENTITY HAS AN EXTRA COMMA IN EACH LEASE

#174 Snook/Whit eman

1. Oil & Gas Lease dated February 19, 2011 Lessor: James N. and Frances L. Whiteman Lessee: Fram Americas, LLC Recorded February 28, 2011

18

#18595831 v1

Mesa County Book 5129, Page 472

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Michael E. and Debra L. Whiteman Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 355

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

NOTE: Cannot assign any one of the 5 leases to any one tract number (## 152, 171-174). Each is a Whiteman lease; Whiteman owns 50% interest in all tracts; each of the individuals listed on coversheet annexed owns a 1/5 undivided interest in each of the 5 tracts; the other 50% owner of all of the tracts has not given a lease to anyone.

APPENDIX D LEGAL OPINIONS

D-29

************************************************************************************* 1. Oil & Gas Lease dated February 19, 2011 Lessor: Scott E. Whiteman Lessee: Fram Americas, LLC Recorded: March 22, 2011 Mesa County Book 5137, Page 671

2. Assignment effective February 19, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 16, 2011 Lessor: Alisa Campbell Lessee: Fram Americas, LLC Recorded: February 25, 2011 Mesa County Book 5128, Page 936

2. Assignment effective February 16, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC

19

#18595831 v1

Recorded: August 9, 2011 Mesa County Book 5186, Page 893

************************************************************************************* 1. Oil & Gas Lease dated February 21, 2011 Lessor: Robert Todd Wilson Lessee: Fram Americas, LLC Recorded: February 28, 2011 Mesa County Book 5129, Page 469

2. Assignment effective February 21, 2011 Assignor: Fram Americas, LLC Assignee: Clements Capital, LLC Recorded: August 9, 2011 Mesa County Book 5186, Page 893 Yes. FRAM ENTITY HAS AN EXTRA COMMA

#189 Shipp

1. Oil and Gas Lease effective April 10, 2007 Lessor: Michael J. and Karen A. Shipp Lessee: Aspen Oil and Gas Partners, LLC Recorded: June 11, 2007 Mesa County Book 4444, Page 518

APPENDIX D LEGAL OPINIONS

D-30

2. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 102

3. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 122

4. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 141

5. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009

20

#18595831 v1

Mesa County Book 4870, Page 220

6. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

D-31

21

#18595831 v1

APPENDIX D LEGAL OPINIONS

Federal Leases (see attached chart for list of Federal Leases)

D-32

Name of Lease Yes, except for: FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

#3 COC-61718 1. Oil & Gas Lease effective June 1, 1998 Lessor: USA Lessee: Sunnyside Production Company LLC 2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

1. Oil & Gas Lease effective June 1, 1998 Lessor: USA Lessee: Sunnyside Production Company LLC

2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

APPENDIX D LEGAL OPINIONS

D-33

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

APPENDIX D LEGAL OPINIONS

D-34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

D-35

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: FRAM ENTITY HAS AN EXTRA COMMA 1. Oil & Gas Lease dated May 22, 1998, effective June 1, 1998 Lessor: USA Lessee: Sunnyside Production Company LLC 2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#5 COC-61847

1. Oil & Gas Lease dated May 22, 1998, effective June 1, 1998 Lessor: USA Lessee: Sunnyside Production Company LLC

2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

APPENDIX D LEGAL OPINIONS

D-36

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

APPENDIX D LEGAL OPINIONS

D-37

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Mesa County Book 5302, Page 157 Yes, except for: FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#6 COC-62810 1. Oil & Gas Lease effective June 1, 1999 Lessor: USA Lessee: Sunnyside Production Company LLC 2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

1. Oil & Gas Lease effective June 1, 1999 Lessor: USA Lessee: Sunnyside Production Company LLC

2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

APPENDIX D LEGAL OPINIONS

D-38

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

APPENDIX D LEGAL OPINIONS

D-39

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

D-40

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Assignment effective November 30, 2000 Assignor: Great Northern Gas Co. Assignee: Evertson Exploration, LLC FRAM ENTITY HAS AN EXTRA COMMA

#7 COC-62811

1. Oil & Gas Lease effective June 1, 1999 Lessor: USA Lessee: Great Northern Gas Co. Recorded: November 8, 2000 Mesa County Book 2769, Page 219

2. Assignment effective November 30, 2000 Assignor: Great Northern Gas Co. Assignee: Evertson Exploration, LLC

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

APPENDIX D LEGAL OPINIONS

D-41

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

APPENDIX D LEGAL OPINIONS

D-42

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#8 COC-62814 1. Oil & Gas Lease effective June 1, 1999 Lessor: USA Lessee: Sunnyside Production Company LLC 2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

1. Oil & Gas Lease effective June 1, 1999 Lessor: USA Lessee: Sunnyside Production Company LLC

2. Assignment effective January 5, 2001 Assignor: Sunnyside Production Company LLC Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

APPENDIX D LEGAL OPINIONS

D-43

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

APPENDIX D LEGAL OPINIONS

D-44

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

D-45

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC FRAM ENTITY HAS AN EXTRA COMMA

#12 COC-63027

1. Oil & Gas Lease effective January 1, 2000 Lessor: USA Lessee: Great Northern Gas Company Recorded: November 8, 2000 Mesa County Book 2769, Page 223

2. Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

APPENDIX D LEGAL OPINIONS

D-46

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

APPENDIX D LEGAL OPINIONS

D-47

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1.Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC FRAM ENTITY HAS AN EXTRA COMMA

#13 COC-63028

1. Oil & Gas Lease effective January 1, 2000 Lessor: USA Lessee: Great Northern Gas Company Recorded: November 8, 2000 Mesa County Book 2769, Page 227

2. Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

APPENDIX D LEGAL OPINIONS

D-48

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

APPENDIX D LEGAL OPINIONS

D-49

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

D-50

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1.Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC FRAM ENTITY HAS AN EXTRA COMMA

#14 COC-63029

1. Oil & Gas Lease effective January 1, 2000 Lessor: USA Lessee: Great Northern Gas Company Recorded: November 8, 2000 Mesa County Book 2769, Page 231

2. Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

APPENDIX D LEGAL OPINIONS

D-51

7. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

APPENDIX D LEGAL OPINIONS

D-52

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1.Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC FRAM ENTITY HAS AN EXTRA COMMA

#15 COC-63030

1. Oil & Gas Lease effective January 1, 2000 Lessor: USA Lessee: Great Northern Gas Company Recorded: November 8, 2000 Mesa County Book 2769, Page 235

2. Assignment effective November 30, 2000 Assignor: Great Northern Gas Company Assignee: Evertson Exploration, LLC

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

APPENDIX D LEGAL OPINIONS

D-53

3. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

4. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

5. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

6. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

7. Assignment effective November 1, 2004

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

9. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

APPENDIX D LEGAL OPINIONS

D-54

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

11. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

13. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

14. Assignment effective September 1, 2008

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

15. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

16. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

APPENDIX D LEGAL OPINIONS

D-55

17. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

18. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#24A COC64746/ Foster

1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC

2. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

3. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: July 9, 2002 Mesa County Book 3109, Page 954

4. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

5. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

APPENDIX D LEGAL OPINIONS

D-56

6. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

7. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

9. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

11. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

APPENDIX D LEGAL OPINIONS

D-57

13. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

15. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

16. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

17. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

#25 COC-64949

1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC

2. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

3. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

APPENDIX D LEGAL OPINIONS

D-58

4. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

5. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

6. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

7. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C.

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: March 24, 2005 Mesa County Book 3861, Page 726

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

9. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

APPENDIX D LEGAL OPINIONS

D-59

11. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

13. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Recorded: January 28, 2009 Mesa County Book 4785, Page 198

15. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

16. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

17. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC FRAM ENTITY HAS AN EXTRA COMMA EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

APPENDIX D LEGAL OPINIONS

D-60

#26 COC-64950

1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC

2. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

3. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

4. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

5. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

6. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

7. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

APPENDIX D LEGAL OPINIONS

D-61

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

9. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

11. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Mesa County Book 4785, Page 160

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

13. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

APPENDIX D LEGAL OPINIONS

D-62

15. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

16. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

17. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective June 1, 2001 FRAM ENTITY HAS AN EXTRA COMMA EVERTSON

#27 COC-64951

1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC

Name of Lease Lessor: USA Lessee: Evertson Exploration LLC EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

2. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

3. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

4. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

APPENDIX D LEGAL OPINIONS

D-63

5. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

6. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

7. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

9. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

11. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

APPENDIX D LEGAL OPINIONS

D-64

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

13. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

15. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

16. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

17. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC FRAM ENTITY HAS AN EXTRA COMMA

#28 COC-64952

1. Oil & Gas Lease effective June 1, 2001 Lessor: USA Lessee: Evertson Exploration LLC

APPENDIX D LEGAL OPINIONS

D-65

2. Assignment effective June 1, 2001 Assignor: Evertson Exploration Company, LLC Assignee: CMC Drilling Partners, LLC Recorded: November 4, 2004 Mesa County Book 3773, Page 864

EVERTSON EXPLORATION, LLC IS MISTAKENLY REFERRED TO AS EVERTSON EXPLORATION COMPANY, LLC

3. Assignment effective July 1, 2002 Assignor: Evertson Exploration, LLC Assignor: Stillwater Energy, LLC Recorded: July 9, 2002 Mesa County Book 3109, Page 954

4. Assignment effective November 1, 2004 Assignor: CMC Drilling Partners, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 620

5. Assignment effective November 1, 2004 Assignor: Evertson Exploration, LLC; Stillwater Energy, LLC; Evertson Operating Company, Inc.; Whitewater Gas Gathering, LLC Assignee: Nationsgas Partners, LLC Recorded: November 18, 2004 Mesa County Book 3781, Page 639

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

6. Assignment effective November 1, 2004 Assignor: Nationsgas Partners, LLC Assignee: South Oil, Inc. Recorded: May 10, 2005 Mesa County Book 3894, Page 54

7. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: PHT Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 726

8. Assignment effective February 1, 2005 Assignor: South Oil, Inc. Assignee: Maverick Whitewater, L.L.C. Recorded: March 24, 2005 Mesa County Book 3861, Page 746

APPENDIX D LEGAL OPINIONS

D-66

9. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 34

10. Assignment dated November 1, 2007, but effective May 1, 2006 Assignor: Maverick Whitewater, L.L.C. Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 49

11. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 160

12. Assignment effective September 1, 2008 Assignor: PHT Whitewater, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 173

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

13. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 185

14. Assignment effective September 1, 2008 Assignor: BAMCO Gas, LLC Assignee: Aspen Oil and Gas Partners, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 198

15. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

APPENDIX D LEGAL OPINIONS

D-67

16. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

17. Assignment & Quitclaim Deed dated May 16, 2012, but effective September 1, 2008 Assignor: South Oil, Inc. Assignee: Fram Americas, LLC & Clements Capital, LLC Recorded May 21, 2012 Mesa County Book 5302, Page 157 Yes, except for: 1. Oil & Gas Lease effective December 1, 2006 Lessor: USA Lessee: Aspen Oil & Gas Partners, LLC FRAM ENTITY HAS AN EXTRA COMMA

#34 COC-69660

1. Oil & Gas Lease effective December 1, 2006 Lessor: USA Lessee: Aspen Oil & Gas Partners, LLC

2. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 102

3. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC

Name of Lease

Lease and Assignment Documents

Recordation of Leases and Assignments

Attorney Notes

Assignee: PHT Whitewater, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 122

4. Assignment effective September 1, 2008 Assignor: Aspen Oil and Gas Partners, LLC Assignee: BAMCO Gas, LLC Recorded: January 28, 2009 Mesa County Book 4785, Page 141

5. Assignment effective March 1, 2009 Assignor: Aspen Oil and Gas Partners, LLC Assignee: Fram Americas, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 220

APPENDIX D LEGAL OPINIONS

D-68

6. Assignment effective March 1, 2009 Assignor: PHT Whitewater, LLC; BAMCO Gas, LLC; Assignee: Fram Americas, LLC; Clements Capital, LLC Recorded June 11, 2009 Mesa County Book 4870, Page 273

APPENDIX D LEGAL OPINIONS

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Schedule 2 Fram Op: Construction Permit No. 09ME1292, issued on February 9, 2012, by the Colorado Department of Public Health and Environment, Air Pollution Control Division to Fram Operating, LLC; CDPS Permit No. COR03B947 (re: Stormwater Discharges Associated with Construction Activity), effective July 1, 2007, by the Colorado Department of Public Health and Environment; Performance Bond No. 1011503 (State of Colorado Oil and Gas Conservation Commission) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 23, 2011, received November 28, 2011, in the sum of $60,000; Performance Bond No. 1011504 (State of Colorado Oil and Gas Conservation Commission) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 23, 2011, in the sum of $25,000; Performance Bond No. 1011505 (State of Colorado Oil and Gas Conservation Commission) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 23, 2011, received November 28, 2011, in the sum of $5,000; Performance Bond No. 1011506 (State of Colorado Oil and Gas Conservation Commission) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 23, 2011, received November 28, 2011, in the sum of $5,000; Oil and Gas or Geothermal lease Bond No. 1011507 (United States Department of the Interior Bureau of Land Management) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 7, 2011, received November 28, 2011, in the sum of $25,000 (the Federal Bond); and Blanket Bond Surety Company Bond No. 002094 (Industrial Commission of North Dakota, Oil and Gas Division) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of September 21, 2012, in the sum of $100,000 (replacing Blanket Bond Surety Company Bond No. 1011508 (Industrial Commission of North Dakota, Oil and Gas Division) between Fram Operating, LLC (Principal) and Lexon Insurance Company (Surety), dated as of November 7, 2011, in the sum of $50,000).

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APPENDIX D LEGAL OPINIONS

Schedule 3 PROVISIONS COVERED BY SECTION 19, SPECIFIC LEGAL ISSUES OF THE THIRD PARTY LEGAL OPINION REPORT (a) Federal securities laws and regulations administered by the Securities and Exchange Commission (other than the Public Utility Holding Company Act of 1935), state Blue Sky laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; (b) (c) (d) Federal Reserve Board margin regulations; pension and employee benefit laws and regulations (e.g., ERISA); Federal and state antitrust and unfair competition laws and regulations;

(e) Federal and state laws and regulations concerning filing and notice requirements (e.g., Hart-ScottRodino and Exon-Florio); (f) (g) compliance with fiduciary duty requirements; Local Law;

(h) the characterization of a Transaction as one involving the creation of a lien on real property or a security interest in personal property, the characterization of a contract as one in a form sufficient to create a lien or a security interest, and the creation, attachment, perfection, priority or enforcement of a lien on real property or a security interest in personal property; (i) (j) (k) (l) fraudulent transfer and fraudulent conveyance laws; Federal and state environmental laws and regulations; Federal and state land use and subdivision laws and regulations; Federal and state tax laws and regulations;

(m) Federal patent, copyright and trademark, state trademark, and other Federal and state intellectual property laws and regulations; (n) (o) (p) Federal and state racketeering and regulations (e.g.,. RICO); Federal and state health and safety laws and regulations (e.g., OSHA); Federal and state labor laws and regulations;

(q) Federal and state laws, regulations and policies concerning (i) national and local emergency; (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; and (r) other Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).

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Schedule 4 United States District Court for the District of Delaware; United States Bankruptcy Court for the District of Delaware; Delaware Court of Chancery; Delaware Supreme Court; Delaware Superior Court for Kent County; Delaware Superior Court for New Castle County; Delaware Superior Court for Sussex County; Delaware Court of Common Pleas for Kent County; Delaware Court of Common Pleas for New Castle County; and Delaware Court of Common Pleas for Sussex County.

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27 June 2013 The Board of Directors Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898 Prime Partners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8, Anthony Road # 01-01 Singapore 229957 By Email/Courier

Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in connection with the proposed listing of the Company on the Catalist of the Singapore Exchange Securities Trading Limited through an initial public offering We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due diligence review on Dahan Petroleum Limited (herein after also referred to as Dahan). In such capacity, we have examined copies of documents and letters issued by government authorities and other instrument provided to us by Dahan, which fall within the terms of reference and scope of our legal due diligence exercise carried out on Dahan. In such examination, we have assumed the genuiness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as photocopies, and the signatures, chops and seals on all such documents, which bear such signatures, chops and seals are genuine. In addition, Dahan has also confirmed and represented to us the disclosures made during the legal due diligence exercise in written and unwritten forms. We do not purport to be an expert on or to be generally familiar with or qualified to express legal opinion based on any laws other than the laws of UAE. Therefore, our opinion expressed herein relates only to the laws of UAE; currently in force and all references herein to applicable laws shall be construed accordingly.

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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Dahan has provided us with the following documentation for the purposes of performing this limited due diligence: 1. Memorandum and Articles of Association of Dahan; 2. Amended and Restated Exploration and Production Sharing Agreement between the Government of Ras Al Khaimah, and Dahan dated 10 April 2012 (EPSA); 3. Letter from RAK Gas LLC (representing Ras Al Khaimah Government in the EPSA) addressed to Dahan, dated 15 April 2013; 4. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Rex International Holding Pte. Ltd., dated 22 May 2013, stating that drilling has not commenced in its offshore licence in Ras Al Khaimah; and 5. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Galadari Advocates and Legal Consultants, dated 19 June 2013. 1. Dahan Incorporation Dahan is incorporated under the British Virgin Island ( BVI) Companies Act 2004 (the Companies Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on the corporate documentation provided to us. 2. Validity and compliance with the terms of the EPSA: 2.1 Dahan has confirmed by letter, dated 22 May 2013, issued by Mr. Svein Kjellesvik, Director of Dahan, to Rex International Holding Pte. Ltd. that Dahan has not commenced drilling in its offshore licence in Ras Al-Khaimah. Hence, Dahan to date does not require any environmental and/or drilling license to commence operations in the Contract Area; 2.2 Under the terms of the EPSA, Dahan has an obligation to pay a license fee to the Government of Ras Al Khaimah, which has been confirmed as paid by the letter from RAK Gas LLC addressed to Dahan, dated 15 April 2013; and 2.3 Under the terms of the EPSA, Dahan has reporting obligations towards the Government of Ras Al Khaimah, compliance of which has been confirmed by the letter from RAK Gas LLC addressed to Dahan dated 15 April 2013. 3. Compliance with Laws, Approvals and Licences The letter from RAK Gas LLC to Dahan dated 15 April 2013, clearly states that the EPSA is in good standing and Dahan has complied, with its obligations under the terms of the EPSA. As per the letter dated 15 April 2013, it is duly confirmed that minimum work obligation for the first term has been completed. Letter issued by Mr. Svein Kjellesvik, Director of Dahan, to Galadari Advocates and Legal Consultants, dated 19 June 2013, states that Dahan has the required approvals as per Clause 6.4 of the EPSA, Dahan has not made any imports for which any custom duty is due and Dahan has not started any activity under Clauses 19.2 -19.7 of the EPSA. Therefore, Dahan to date does not require any special approval from the Government of Ras Al Khaimah. No other documents have been provided for our review to assess Dahans compliance under the terms of the EPSA.
P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com +971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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4. Title to or Validity and Enforceability of the Rights to any Assets 4.1 All hydrocarbons and mineral resources existing within Ras Al Khaimah are the property of the Emirate of Ras Al Khaimah; 4.2 The Government of Ras Al Khaimah has granted Dahan the permission to explore for hydrocarbons and the contractual right to develop and exploit a marginal commercial discovery within the Contract Area in accordance with the terms of the EPSA; 4.3 In our opinion, Dahan has an exclusive right to, explore for, develop and produce hydrocarbons within the Contract Area and to sell or dispose of its shares of hydrocarbons from the Contract Area for the term stated in the EPSA; and 4.4 The EPSA constitutes legal, valid and binding obligations of each of the parties thereto and is enforceable. 5. Litigation There are no public searches available in UAE to investigate whether Dahan is involved in litigation proceedings. Upon our due inquiries, we are informed by Dahan that there is no ongoing litigation, mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts.

6. General Headings are for reference and shall not in any manner affect the interpretation of this opinion. This opinion has been prepared solely for inclusion in the Offer Document of Rex International Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited.

Yours faithfully,

Galadari Advocates and Legal Consultants

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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27 June 2013 The Board of Directors Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898 Prime Partners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8, Anthony Road # 01-01 Singapore 229957 By Email/Courier Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in connection with the proposed listing of the Company on the Catalist of the Singapore Exchange Securities Trading Limited through an initial public offering We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due diligence review on Baqal Petroleum Limited (herein after also referred to as Baqal). In such capacity, we have examined copies of documents and letters issued by government authorities and other instrument provided to us by Baqal, which fall within the terms of reference and scope of our legal due diligence exercise carried out on Baqal. In such examination, we have assumed the genuiness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as photocopies, and the signatures, chops and seals on all such documents, which bear such signatures, chops and seals are genuine. In addition, Baqal has also confirmed and represented to us the disclosures made during the legal due diligence exercise in written and unwritten forms. We do not purport to be an expert on or to be generally familiar with or qualified to express legal opinion based on any laws other than the laws of UAE. Therefore, our opinion expressed herein relates only to the laws of UAE; currently in force and all references herein to applicable laws shall be construed accordingly. Baqal has provided us with the following documentation for the purposes of performing this limited due diligence: 1. Memorandum and Articles of Association of Baqal;
P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com +971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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2. Exploration and Production Sharing Agreement between the Government of Ras Al Khaimah and Baqal dated 10 April 2012 (EPSA); 3. Letter from RAK Gas LLC (representing RAK Government in the EPSA) addressed to Baqal dated 15 April 2013; 4. Letter issued by Mr. Svein Kjellesvik, Director of Baqal, to Rex International Holding Pte. Ltd., dated 5 June 2013, stating that drilling has not commenced in its onshore license in Ras Al Khaimah; and 5. Letter issued by Mr. Svein Kjellesvik, Director of Baqal, to Galadari Advocates and Legal Consultants, dated 19 June 2013. 1. Baqal Incorporation Baqal is incorporated under the British Virgin Island (BVI) Companies Act 2004 (the Companies Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on the corporate documentation provided to us. 2. Validity and compliance with the terms of the EPSA 2.1 Baqal has confirmed by letter, dated 5 June 2013, issued by Mr. Svein Kjellesvik, Director of Baqal, to Rex International Holding Pte. Ltd. that Baqal has not commenced drilling in its onshore license in Ras Al-Khaimah. Hence, Baqal to date does not require any environmental and/or drilling license to commence operations in the Contract Area; 2.2 Under the terms of the EPSA, Baqal has an obligation to pay a licence fee to the Government of Ras Al Khaimah, which has been confirmed as paid by the letter from RAK Gas LLC, addressed to Baqal dated 15 April 2013; and 2.3 Under the terms of the EPSA, Baqal has reporting obligations towards the Government of Ras Al Khaimah, compliance of which has been confirmed by the letter from RAK Gas LLC addressed to Baqal, dated 15 April 2013. 3. Compliance with Laws, Approvals and Licences The letter from RAK Gas LLC to Baqal dated 15 April 2013, clearly states that the EPSA is in good standing and Baqal has complied with its obligations under the terms of the EPSA. Letter issued by Mr. Svein Kjellesvik, Director of Baqal, to Galadari Advocates and Legal Consultants, dated 19 June 2013, states that Baqal has the required approvals as per Clause 6.4 of the EPSA, Baqal has not made any imports, for which any custom duty is due and Baqal has not started any activity under Clauses 19.2 -19.7 of the EPSA. Therefore, Baqal to date does not require any special approval from the Government of Ras Al Khaimah. No other documents have been provided for our review to assess Baqals compliance under the terms of the EPSA. 4. Title to or Validity and Enforceability of the Rights to any Assets 4.1 All hydrocarbons and mineral resources existing within Ras Al Khaimah, are the property of the Emirate of Ras Al Khaimah;
P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com +971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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4.2 The Government of Ras Al Khaimah has granted Baqal the permission to explore for hydrocarbons and the contractual right to develop and exploit a marginal commercial discovery within the Contract Area in accordance with the terms of the EPSA; 4.3 In our opinion, Baqal has an exclusive right to, explore for, develop and produce hydrocarbons within the Contract Area and to sell or dispose of its shares of hydrocarbons from the Contract Area for the term stated in the EPSA and in accordance with the terms of the EPSA; and 4.4 The EPSA constitutes legal, valid and binding obligations of each of the parties thereto and is enforceable. 5. Litigation There are no public searches available in UAE to investigate whether the Baqal is involved in litigation proceedings. Upon our due inquiries, we are informed by Baqal that there is no ongoing litigation, mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts. 6. General Headings are for reference and shall not in any manner affect the interpretation of this opinion.

This opinion has been prepared solely for inclusion in the Offer Document of Rex International Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. Yours Faithfully

Galadari Advocates and Legal Consultants

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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27 June 2013 The Board of Directors Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898 Prime Partners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 UOB Kay Hian Private Limited 8, Anthony Road # 01-01 Singapore 229957 By Email/Courier

Subject: Due Diligence - Offer Document (Offer Document) to be issued by Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Company) in connection with the proposed listing of the Company on the Catalist of the Singapore Exchange Securities Trading Limited through an initial public offering We are a law firm practicing in United Arab Emirates (UAE) and have conducted a legal due diligence review on Zubara Petroleum Limited (herein after also referred to as Zubara). In such capacity, we have examined copies of documents and letters issued by government authorities and other instrument provided to us by Zubara, which fall within the terms of reference and scope of our legal due diligence exercise carried out on Zubara. In such examination, we have assumed the genuiness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as photocopies, and the signatures, chops and seals on all such documents, which bear such signatures, chops and seals are genuine. In addition, Zubara has also confirmed and represented to us the disclosures made during the legal due diligence exercise in written and unwritten forms. We do not purport to be an expert on or to be generally familiar with or qualified to express legal opinion based on any laws other than the laws of UAE. Therefore, our opinion expressed herein relates only to the laws of UAE; currently in force and all references herein to applicable laws shall be construed accordingly. Zubara has provided us with the following documentation for the purposes of performing this limited due diligence: 1. Memorandum and Articles of Association of Zubara;

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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2. Certificate of Incorporation of Zubara; 3. Offshore Sharjah East Coast Concession Agreement between the Emirate of Sharjah and Rex Oil and Gas Ltd. dated 6 June 2011 (Agreement); 4. Assignment Agreement between Rex Oil and Gas Ltd. and Zubara dated 31 August 2011 (Assignment Agreement); 5. Letter from Rex Oil and Gas Ltd to Sharjah Petroleum Council for assignment of Agreement to an affiliated company, dated 30 September 2011; 6. Letter from Sharjah Petroleum Council (representing Sharjah Government) addressed to Rex Oil and Gas Ltd. dated 24 April 2013; 7. Certificate of Incumbency of Zubara dated 5 February 2013; 8. Letter from Svein Kjellesvik, Director of Zubara, to Rex International Holding Pte. Ltd. dated 22 May 2013, stating Zubara has not commenced drilling in its offshore licence; and 9. Letter from Svein Kjellesvik, Director of Zubara, to Galadari Advocates and Legal Consultants, dated 19 June 2013. 1. Zubara Incorporation Zubara is incorporated under the British Virgin Island ( BVI) Companies Act 2004 (the Companies Act) and exists in BVI. Therefore, as a UAE law firm, we are not competent to provide an opinion on the corporate documentation provided to us. 2. Assignment to Zubara 2.1 The Agreement has been entered into between Government of the Emirate of Sharjah and Rex Oil and Gas Ltd.; 2.2 The Assignment Agreement has been entered between Rex Oil and Gas Ltd. and Zubara; 2.3 Article 34 of the Agreement, deals with the Rex Oil and Gas Ltds right to assign. The article envisages assignment of rights to a non-affiliate and assignment of rights to an affiliate or associated company. In case of the former, the prior written consent of the Government of Sharjah is mandatory and required, whereas in case of the latter, the prior written consent is not required; 2.4 If Rex Oil and Gas Ltd. assign its rights to an affiliate or associated Company, then it has the obligation to inform the Government of Sharjah. Rex Oil and Gas Ltds letter dated 30 September 2011 addressed to the Sharjah Petroleum Council has been received, signed and stamped by the Sharjah Petroleum Council. Therefore, it may be concluded that the Assignment Agreement has been notified to the Sharjah Petroleum Council in compliance with the terms of the Agreement;

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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2.5 In the letter dated 30 September 2011, issued by Rex Oil and Gas Ltd. to Sharjah Petroleum Council, it has been clearly stated that Zubara is an affiliated company of Rex Oil and Gas Ltd; and 2.6 Zubara is a BVI entity, subject to the laws of BVI, on which no opinion is being given by Galadari Advocates and Legal Consultants. Based on the Certificate of Incumbency of Zubara, 100% of its shares are owned by Lime Petroleum Limited. In the letter dated, 28 May 2013, from Laurence Keenan (Fiduciaries) Limited, the registered agent of Lime Petroleum Limited, to Galadari Advocates and Legal Consultants, it has been stated that Rex Oil and Gas Ltd. holds 56.4% shares in Lime Petroleum Limited. 3. Compliance with Laws, Approvals and Licences The letter from Sharjah Petroleum Council to Rex Oil and Gas Ltd., dated 24 April 2013, clearly states that the Agreement is in good standing and Rex Oil and Gas Ltd. has complied with its obligations under the terms of the Agreement. As per the letter dated 24 April 2013, it is duly confirmed that minimum seismic acquisition work has been completed. Letter from Svein Kjellesvik, Director of Zubara, to Galadari Advocates and Legal Consultants, dated 19 June 2013, states that Zubara has not started any activity for which it requires special approval from the Government of Sharjah, under Clauses 19, 20 and 21 of the Agreement. Also, Zubara is not required to set up an office in Sharjah, as an office has to be established in Sharjah within six months after the start of the Second term, which has not started yet. No other documents have been provided for our review to assess Zubaras compliance under the terms of the Agreement.
9DOLGLW\DQGFRPSOLDQFHZLWKWKHWHUPVRIWKH$JUHHPHQW =XEDUDKDVFRQILUPHGE\letter,

dated 22 May 2013, issued by Svein Kjellesvik, Director of Zubara, to Rex International Holding Pte. Ltd. that Zubara has not commenced drilling in its offshore license

+HQFH=XEDUDWRGDWHGRHVQRWUHTXLUHDQ\HQYLURQPHQWDODQGRUGULOOLQJOLFHQFHWRFRPPHQFHRSHUDWLRQVLQWKH &RQWUDFW$UHD  8QGHU WKH WHUPV RI WKH $JUHHPHQW =XEDUD KDV DQ REOLJDWLRQ WR SD\ D OLFHQFH IHH WR WKH *RYHUQPHQW RI 6KDUMDK ZKLFK KDV EHHQ FRQILUPHG DV SDLG E\ 5H[ 2LO DQG *DV /WG E\ 6KDUMDK 3HWUROHXP &RXQFLOV OHWWHU DGGUHVVHGWR5H[2LO *DV/WGGDWHG$SULODQG

4.3 Under the terms of the Agreement, Zubara has reporting obligations towards the Government of Sharjah, compliance of which has been confirmed as fulfilled by Rex Oil and Gas Limited, by Sharjah Petroleum Councils letter addressed to Rex Oil & Gas Ltd., dated 24 April 2013. 5. Title to or Validity and Enforceability of the Rights to any Assets 5.1 All petroleum existing within Sharjah is the property of the Emirate of Sharjah; 5.2 The Government of Sharjah has granted Zubara as assignee of Rex Oil and Gas Ltd., the permission to prospect, explore, drill for, develop, produce, store, transport, export and sell petroleum produced from the concession area;
P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com +971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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5.3 In our opinion, Zubara as assignee of Rex Oil and Gas Ltd. has an exclusive right to, prospect, explore, drill for, develop, produce, store, transport, export and sell petroleum produced from the concession area, for the term stated in the Agreement; and 5.4 The Agreement constitutes legal, valid and binding obligations of each of the parties thereto and is enforceable. 6. Litigation There are no public searches available in UAE to investigate whether Zubara is involved in litigation proceedings. Upon our due inquiries, we are informed by Zubara that there is no ongoing litigation, mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts. 7. General Headings are for reference and shall not in any manner affect the interpretation of this opinion. This opinion has been prepared solely for inclusion in the Offer Document of Rex International Holding Pte. Ltd. in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited.

Yours faithfully,

Galadari Advocates and Legal Consultants

P.O.Box 7992 Dubai, UAE - Tel. +971 4 3937700 - Fax +971 4 3937755 info@galadarilaw.com

+971 4 3937755 : - +971 4 3937700 : - .. 7992 : www.galadarilaw.com

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By Email/Courier 27 June 2013 (1) The Board of Directors, Rex International Holding Pte. Ltd., 80 Robinson Road, #02-00, Singapore 068898. (2) Prime Partners Corporate Finance Pte. Ltd., 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705. (3) UOB Kay Hian Private Limited, 8 Anthony Road, #01-01 Singapore 229957, Dear Sirs, Offer Document (Offer Document) to be issued by Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited), (the Company) in Connection with the Proposed Listing of the Company on the Catalist of the Singapore Exchange Securities Trading Limited (the SGX) through an Initial Public Offering We, Said Al Shahry & Partners (civil advocacy company) (SASLO) are a law firm practicing in the Sultanate of Oman. We are providing this opinion to be included in the Offer Document that is to be issued by the Company in connection with the above noted subject transaction. We have conducted a limited legal due diligence review on Masirah Oil Limited (the Subsidiary), a subsidiary of the Company incorporated in the British Virgin Islands, in relation to Subsidiarys compliance with the laws, approvals, licences, permits of the Sultanate of Oman and the title to, validity and enforceability of the rights to any assets (including licences and agreements) in the Sultanate of Oman. In such capacity, we have examined copies of agreements, documents, corporate records, approvals, licences, permits, certificates and letters (collectively the Opinion Documents) issued by the government authorities and other instruments provided to us by the Company and the Subsidiary (collectively the Group) which falls within the terms of reference and scope of our limited legal due diligence exercise carried out on the Subsidiary. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us copies and the signatures, chops and seals on all such documents which bear such signatures, chops and seals are genuine. We have also assumed that all of the Opinion Documents have been duly authorised, executed and delivered by, or on behalf of, each of the parties thereof and that the Opinion Documents create a legal, valid, binding and enforceable obligations of the parties to the Opinion Documents. In addition, the Group has also confirmed and represented to us the disclosures made during our limited legal due diligence exercise in written and unwritten forms.

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For the purpose of this opinion, we have examined the copies of the following documents: (a) copy of Exploration and Production Sharing Agreement for Block 50 between Rex Oil & Gas Limited, Petroci Holding and the Government of the Sultanate of Oman dated 28 February 2011; (b) Oman Royal Decree No. 48/2011; (c) copy of letter from Rex Oil & Gas Limited and Petroci Holding 28 March 2011 to the Minister of Oil & Gas of the Sultanate of Oman on the subject of notification of assignment; (d) copy of letter from the Minister of Oil & Gas of the Sultanate of Oman dated 14 June 2011 to Rex Oil & Gas Limited and Petroci Holding on the subject of assignment of interest in Block 50; (e) Royal Decree No. 48/2011; (f) Royal Decree No. 81/2011; (g) copy of Temporary Authorisation for the Use of Costal Waters of Oman No. 29/2013 for Horizon Surveyor; (h) copy of Temporary Authorisation for the Use of Costal Waters of Oman No. 105/2013 for Precision Arrow; (i) copy of Muscat Municipality Licence dated 16 January 2013; (j) copy of Environmental Permit issued by the Ministry of Environment and Climate Affairs dated 16 January 2012; (k) copy of letter from the Ministry of Foreign Affairs dated 12 February 2012 to the Ministry of Oil and Gas of the Sultanate of Oman in relation to carrying of sea survey in relation to Block 50; (l) copy of certificate of member with the Oman Chamber of Commerce and Industry; (m) copy of certificate of registration of the Oman branch of the Subsidiary issued by the Ministry of Commerce and Industry of the Sultanate of Oman; (n) copy of Commercial Registration Information Print-out dated 25 February 2012 issued by the Ministry of Commerce and Industry of the Sultanate of Oman; (o) copy of renewal of Lease Agreement dated 1 June 2011; (p) email correspondence of 26 March 2013; and (q) copy of standard form tenancy agreement (the Tenancy Agreement) dated 27 March 2013. To the limited extent permissible and on the specific request of the Group, we have carried out an independent public register search in respect of the Commercial Registration Information Print-out th dated 15 May and 16 June 2013 issued by the Ministry of Commerce and Industry of the Sultanate of Oman This opinion is limited to Omani law consisting of Royal Decrees, Ministerial Decisions and Regulations published in the Official Gazette and in effect on the date of this opinion as applied by the Courts of the Sultanate of Oman (the Court). It is given on the basis that all matters to which it relates will be governed by, and that it (including all terms used in it) will be construed in accordance with, Omani law. We do not purpose to be an expert on or to be generally familiar with or qualified to express legal opinions based on laws other than those of the Sultanate of Oman. Therefore our opinion expressed herein relates only to the laws of the Sultanate of Oman as currently in force as at
2

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the date of this opinion and all references herein to applicable laws of the Sultanate of Oman shall be construed accordingly. We are not obliged to inform you or to amend this opinion as a result of any change in such law. Unless otherwise specified in this opinion, capitalised terms and acronyms used in this Opinion shall have the meanings respectively given to them in the opinion documents. Based on the foregoing, we are of the opinion that: 1. Compliance with Laws, Approvals and Licences 1.1 The Subsidiary is required to comply with and hold valid licences, permits and approvals to carry on its exploration and production operations in the Sultanate of Oman. Most of these licences, permits and approvals are issued subject to conditions to be complied with. To the best of our knowledge, and on the basis of the representation made to us by the Group and to the limited extent permissible we have carried out an independent public register search (above) to verify that the Subsidiary has obtained the relevant material licenses, permits and approvals to carry out its exploration and production operations in the Sultanate of Oman and has complied with the conditions imposed thereunder. The Subsidiary is duly registered under the laws of the Sultanate of Oman as a foreign company branch. To the best of our knowledge and on the basis of the representation made to us by the Group there are no past non-compliances in relation to any of the material licences, permits and approvals obtained by the company to carry out its exploration and production operations in the Sultanate of Oman.

1.2

1.3 1.4

2. Title to or Validity and Enforceability of the Rights to any Assets 2.1 The Subsidiary has been granted a concession right by the Government of the Sultanate of Oman by way of assignment of the original concession right from Rex Oil and Gas Limited to carry out exploration and production activities in Block 50 (Masirah Bay offshore) of the Ministry of Oil and Gas of the Sultanate of Oman pursuant to the terms of the Exploration and Production Sharing Agreement dated 28 February 2011 effective from 23 March 2011 pursuant to Royal Decree 48/2011 and Notification of Assignment, Approval of the Assignment by the Minister of Oil and Gas of the Sultanate of Oman and Royal Decree 81/2011. The concession now stands in the name of the Subsidiary effective from 17 August 2011. In our opinion, the concession creates both a contractual and a legal right entitling the Subsidiary to explore for, develop and produce Hydrocarbons (as defined in the Exploration Production and Sharing Agreement) and to sell and dispose its share of the Hydrocarbons under the Exploration Production and Sharing Agreement. In our opinion, the Subsidiary has an exclusive right to explore for, develop and produce Hydrocarbons within the Contract Area (as defined in the Exploration Production and Sharing Agreement) and to sell or dispose of its shares of Hydrocarbons from the Contract Area for the term of the Exploration and Production Sharing Agreement.

2.2

3. Litigation 3.1 The Subsidiary and its property or assets in the Sultanate of Oman do not have any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, claim, proceeding, writ, from the giving of relief in any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any competent court, from the service of process upon them or any agent, from attachment prior to judgement, from attachment in aid of
3

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execution, or from execution or any other process for the enforcement of any judgment or other legal process in the Sultanate of Oman. 3.2 There are no public searches available in the Sultanate of Oman to investigate whether the Subsidiary is involved in litigation proceedings. Upon our due enquiries, we are informed by the Group that the Subsidiary is not engaged in any litigation, mediation or arbitration either as plaintiff or defendant in respect of any claims or amounts.

4. General 4.1 This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently. Headings are for reference and shall not in any manner affect the interpretation of this opinion.

4.2

Yours faithfully,

SASLO

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To: The Board of Directors of: Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957

Oslo, 27 June 2013 59378/4501192 Counsel in charge: Christian Fredrik Michelet Dear Sirs, We have acted as Norwegian special legal counsel in connection with a legal due diligence review for the purpose of assisting certain parties, including Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Listco), PrimePartners Corporate Finance Pte. Ltd. and UOB Kay Hian Private Limited, in understanding certain aspects of the legal position of Fram Exploration ASA (Norwegian org.no. 892 168 962) in connection with the proposed initial public offering and listing of the shares of the Listco on Catalist, the sponsorsupervised board of the Singapore Exchange Securities Trading Limited. In such capacity, we have examined copies of documents provided to us by Fram Exploration ASA (the Company) and which fall within the terms of reference and scope of our limited legal due diligence exercise (the documents which formed the basis for our limited due diligence review of the Company are collectively hereafter referred to as the Documents and are listed hereto as Appendix 1). Our limited legal due diligence review was not intended to be a review of all potentially relevant legal issues relating to the Company, but was intended to highlight those

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legal issues which we, within the agreed limited scope of our due diligence exercise, in our absolute discretion when carrying out the limited due diligence review, considered to be material in the context of our assignment. Our limited legal due diligence review was completed on 24 June 2013 (the Cut-off Date). Unless explicitly stated in paragraph 1 below, this legal opinion only refers to facts and circumstances following from the Documents as at the Cut-off Date and hence this legal opinion does not address, and shall in no circumstances be understood or implied to address, any facts and circumstances after the Cut-off Date.

In giving this opinion we have assumed: (a) the genuineness of all signatures and the authenticity of all documents submitted to us and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the conformity to the execution copies of all drafts submitted to us as final drafts; that all the parties to each of the Documents (other than the Company) are duly incorporated or formed and validly existing under the laws of their relevant jurisdiction; that there have been no amendments to the company certificate or the Articles of Incorporation as compared to the forms provided to us as part of the Documents for the purpose of this opinion and no resolutions of the Company have been made after the Cut-off Date requiring a filing to be made to the Norwegian company register which will have the effect that the company certificate or the Articles of Incorporation are or will be amended; that each of the Documents is duly authorised, executed and delivered by and is within the capacity and powers of the parties thereto (other than the Company); that there are no provisions of the laws of any jurisdiction other than Norway which would have any implications on the opinion we express; and that there are no provisions in, or other aspects of, any document other than the Documents which would have any implications on the opinion we express; the accuracy and completeness of all factual representations produced to us in documents and otherwise, and therefore we have made no independent investigation thereof; that all necessary consents, authorisations and approvals whatsoever required in any relevant jurisdiction (other than Norway) for the execution and performance of each of the Documents by each of the parties thereto have been, or will be, obtained and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than Norway) in respect of each of the Documents have been, or will

(b) (c)

(d)

(e)

(f)

(g)

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be, given or effected in accordance with the laws and regulations of every such applicable jurisdiction; (h) that the Company has not passed any voluntary resolution, and that no petition has been presented to or order made by a court, for the winding-up, composition proceedings, bankruptcy or commencement of debt negotiations of the Company; that any corporate records inspected for the purpose of this opinion letter were accurate and complete and contained all records and documents which they properly should contain and that all meetings of directors and shareholders, minutes of which were contained in the corporate records, were validly convened and held; and in reviewing any contract, agreement, instrument or other document which by its terms purports to be governed by the laws of any jurisdiction other than the Kingdom of Norway, we are relying solely upon our understanding of the plain language of any such contract, agreement, instrument or other document (or the English translation, if applicable).

(i)

(j)

We do not purport to render an opinion in respect of any jurisdiction other than the laws of Norway as the same are in full force and effect at the date hereof. This opinion relates only to matters of law on the date hereof and is based on facts known to us as of the Cut-off Date, and we may not express any opinion as to consequences of later alterations to such facts. On the basis of the foregoing and subject to the qualifications and reservations hereinafter set forth, we are of the opinion that: 1. (a) Status of Company, Due Incorporation and Compliance with Laws: the Company is a limited company validly existing and duly registered under the laws of Norway and it possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets, and as of noon Norwegian time on the Cut-off Date the Norwegian Register of Business Enterprises has not registered any petition or resolution for winding-up or dissolution of the Company; the Company has the power and authority to execute, deliver and to perform its obligations under the Documents, and to enter into any other legally binding and enforceable contracts and undertakings within its scope of business as set out in the Articles of Association, and no general approvals, permits, consents, licences and registrations, etc. for the Company's due establishment and conduct of business are required other than the ordinary registration of the Company as incorporated, and ordinary tax/VAT registration, and the Company has complied with these regulations;

(b)

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(c)

The Company is not prequalified by the Norwegian Ministry of Petroleum and Energy as a licensee to any petroleum licenses on the Norwegian Continental Shelf (or onshore in the Kingdom of Norway). The Company does not hold or own any interests to any petroleum licenses on the Norwegian Continental Shelf (or onshore in the Kingdom of Norway) and the operations of the Company does not require the Company to hold any such license; the Documents have been validly and properly executed by the Company and the obligations of the Company under the Documents constitute its legal, valid, binding and enforceable obligations, and by performing its obligations under the Documents the Company will to the best of our knowledge not constitute a breach of the terms of the Articles of Incorporation of the Company; to the best of our knowledge, there are no provisions or irregularities, inconsistencies or other matters contained in the Documents which would adversely affect: i. ii. iii. the status of the Company as a duly incorporated or established independent legal entity; the business of the Company as presently conducted and as set out in its Articles of Incorporation; or the Companys power and authority to own, use, lease and operate its properties and other assets; and

(d)

(e)

(f)

there are no public searches available in Norway to investigate whether the Company is involved in litigation proceedings. The court of home jurisdiction at the Companys registered place of business has however confirmed that as of noon Norwegian time on the Cut-off date there are no currents cases instituted against the Company before that legal venue. Share Capital of the Company The issued and paid-up capital and the respective percentages of shareholdings of the existing shareholders of the Company pursuant to the register of shareholders of the Company as at the date of this letter are as follows: Issued and paid up NOK 47,893,976 divided into 23,946,988 shares of NOK 2 each capital We have not made any evaluation of whether NOK 47,893,976 is the appropriate capitalisation of the Company in view of its business and the expected risks and capital needs.

2. (a)

(b)

The present shareholders of the Company are:

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Name of shareholder Rex International Holding Pte Ltd Staur Private Equity AS Pareto Growth AS Clements Capital LLC Oslo Pensjonsforsikring AS PM Bernh. Brekke A/S Frithjof Anderssen ANS Tinbuen AS Holberg Norden, verdipapirfondet Chibit Holding AS Hauken Invest AS Oberkircher, James Paul Origo Partners PLC Kuppelvik AS MP Pensjon PK Batti Geo AS Karpus AS Rygg Kjellesvik AS Holberg Norge, verdipapirfondet Investo AS Verdipapirfondet DNB SMB MC Collin, Roger David Geo Holding AS JR MTECH AS ABG Sundal Collier Norge ASA, egen handelskonto Landr Eiendom DA Hasca AS Arctic Securities ASA, meglerkonto Keenan, Patrick Meritorius AS Hering AS Amalie International Holdings LTD Staur Holding AS

Class of shares held N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Number of shares held 5 802 909 5 694 313 5 055 006 896 379 787 955 533 058 528 922 507 031 492 194 391 739 376 564 222 750 219 906 218 205 197 915 187 607 187 429 183 834 177 757 160 000 123 153 110 264 106 551 70 705 70 357 63 541 59 509 54 953 50 071 50 000 45 000 43 981 39 583

Percentage of shares held 24.232 23.779 21.116 3.743 3.290 2.224 2.208 2.117 2.055 1.636 1.572 0.932 0.918 0.911 0.826 0.783 0.783 0.767 0.742 0.668 0.514 0.461 0.445 0.295 0.294 0.265 0.249 0.229 0.209 0.209 0.188 0.184 0.165

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Bergset, Svein ge Fruktinvest AS Jovo Eiendom AS Midelfart Invest AS Alf M. Andersen AS Holberg Norden III B Finans AS OKeefe, John Sanuk AS Bettmo, Kristine Lavplassen AS Holmen, Knut Arve Langya Invest AS Ballerin AS Tex AS Rd, Hvard Mayland, Harold Edwin ONeill, Paul S Sparebank 1 Markets AS Emisjonskonto

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

31 377 30 592 29 692 24 631 24 238 20 095 19 705 13 276 12 000 9 720 5 222 5 000 4 095 2 500 2 500 1 875 664 664 1

0.131 0.128 0.124 0.102 0.101 0.084 0.082 0.055 0.050 0.041 0.022 0.0208 0.017 0.010 0.010 0.007 0.002 0.002 0.000

Under the laws of Norway, the shareholders listed in the shareholder register are prima facie legal and registered owners of the shares in the Company. It is however not possible for the purpose of this opinion to verify whether one or more of the shareholders listed in the shareholder register of the Company is holding all or some of the shares on behalf of a third party. (c) The Company has issued convertible securities which are exercisable into shares in the Company at the discretion of the security holder, subject to the terms and conditions on which the security was granted. The Company has on 30 October 2012 issued a convertible loan consisting of 145,000 convertible bonds, representing a maximum increase of the share capital of NOK 20,563,943 (10,281,971 new shares), depending on the conversion price on the date of conversion, as set out in the convertible loan agreement. A number of 80,160 independent subscription rights (in Norwegian tegningsrettigheter) were issued on 14 May 2009. The deadline for exercising the subscription rights is 14 May 2014. According to the shareholder register as of the Cutoff date the subscription rights have been granted to the following shareholders: Name of shareholder Staur Private Equity AS No. of subscription rights 31,062

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Tinbuen AS Hauken Invest AS Kuppelvik AS Karpus AS CHBIT Holding AS Rygg Kjellesvik AS James Paul Oberkircher Batti Geo AS Roger David Mc Collin Landr Eiendom DA Fram Exploration AS

2,004 2,004 4,008 1,002 9,759 5,798 5,210 4,251 2,405 2,899 9,758

In addition, the Board of Directors of the Company has a power of attorney to issue a convertible loan with a maximum combined loan amount of NOK 45,000,000, convertible into new shares in the Company with a maximum aggregate share capital of NOK 20,563,943. The power of attorney to the Board of Directors of the Company expires on 24 October 2014. To the best of our knowledge, the resolutions to increase the share capital and issue the currently outstanding subscription rights meet the requirements applicable under Norwegian law. (d) (e) The Company has confirmed in writing that no options are currently outstanding. We have made no independent verification of such verbal confirmations. To the best of our knowledge, and based solely on the information we have received through the Documents (to which we have made no independent verification), all issues, allotments and transfer of shares in the capital of the Company are valid and have been effected in accordance with the Articles of Incorporation and applicable laws in Norway.

The foregoing opinion is subject to the following qualifications: (1) any term of an agreement may under Norwegian law be amended orally, despite any provision in the agreement to the contrary; where any party to the Documents is vested with the discretion or may determine the matter in its opinion, Norwegian law may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds, and such provisions will not necessarily prevent judicial inquiry into the merit of such determination; in opining that the Documents are enforceable we do not express any view on the particular remedies available. The term enforceable as used in this opinion means that

(2)

(3)

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the obligations assumed by the Company under the Documents are of a type which Norwegian courts will generally enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. Enforcement of claims in Norway is subject to the mandatory provisions of the Enforcement Act. Further, we express no opinion as to the enforceability by Norwegian courts of obligations governed by foreign laws, or the enforceability by Norwegian courts of judgments rendered by foreign courts or foreign regulatory authorities; (4) we express no opinion as to whether specific performance or injunctive relief, being discretionary remedies, would necessarily be available in respect of any of the obligations under the Documents; a certificate, determination, notification, minute or opinion might be held by the Norwegian courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary; we express no opinion in respect to any tax (including special petroleum tax), duty, VAT and/or accounting (in Norwegian skatt, avgift, merverdi eller regnskap) issues in relation to (i) the Company and its operations and assets or liabilities, (ii) the Documents and (iii) any disposals/transactions contemplated by the Documents (outside of scope of our limited due diligence review of the Company); and claims may become barred under the Limitation Act or may become subject to defences or set-off or counter-claims and to any provisions generally applicable under Norwegian law in respect of invalidation of unfair contract terms, and the validity, performance and enforcement of the Documents may be limited or affected by bankruptcy, insolvency, administration or similar laws affecting creditors rights generally.

(5)

(6)

(7)

This opinion is governed by and limited to the laws of the Kingdom of Norway, and we express no opinion herein concerning any other law, or as to any specific legal issues other than those explicitly addressed above. We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis, a legal conclusion or an informational confirmation in this opinion letter). This opinion letter has been prepared solely for inclusion in the Offer Document of Listco in connection with the Initial Public Offering of the shares of Listco on the Catalist Board of the Singapore Exchange Securities Trading Limited, and is addressed to and is solely for the benefit of (i) the Board of Directors of Listco, (ii) PrimePartners Corporate Finance Pte. Ltd. and (iii) UOB Kay Hian Private Limited. It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person.

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However, on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume or accept any duty or liability whatsoever to any person to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a) below) such person agrees (x) not to further disclose this opinion letter or its contents to any other person, other than as permitted above, without our prior written consent, and (y) that we shall have no duty or liability whatsoever as a result of such disclosure, this opinion letter may be disclosed without our prior written consent to: (a) any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and the officers, employees, auditors and professional advisers of any addressee.

(b)

This opinion shall be governed by and construed in accordance with Norwegian law and shall be subject to the exclusive jurisdiction of the courts of Norway, the venue to be the Oslo District Court.

Yours faithfully, Arntzen de Besche Advokatfirma AS

Christian Fr. Michelet

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To: The Board of Directors of: Rex International Holding Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore 229957

Oslo, 27 June 2013 59378/4501192 Counsel in charge: Christian Fredrik Michelet Dear Sirs, We have acted as Norwegian special legal counsel in connection with a legal due diligence review for the purpose of assisting certain parties, including Rex International Holding Pte. Ltd. (to be renamed Rex International Holding Limited) (the Listco), PrimePartners Corporate Finance Pte. Ltd. and UOB Kay Hian Private Limited, in understanding certain aspects of the legal position of Lime Petroleum Norway AS (Norwegian org.no. 998 726 441) in connection with the proposed initial public offering and listing of the shares of the Listco on Catalist, the sponsorsupervised board of the Singapore Exchange Securities Trading Limited. In such capacity, we have examined copies of documents provided to us by Lime Petroleum Norway AS (the Company) and which fall within the terms of reference and scope of our limited legal due diligence exercise (the documents which formed the basis for our limited due diligence review of the Company are collectively hereafter referred to as the Documents and are listed hereto as Appendix 1). Our limited legal due diligence review was not intended to be a review of all potentially relevant legal issues relating to the Company, but was intended to highlight those legal issues which we, within the agreed limited scope of our due diligence

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exercise, in our absolute discretion when carrying out the limited due diligence review, considered to be material in the context of our assignment. Our limited legal due diligence review was completed on 24 June 2013 (the Cut-off Date). Unless explicitly stated in paragraph 1 below, this legal opinion only refers to facts and circumstances following from the Documents as at the Cut-off Date and hence this legal opinion does not address, and shall in no circumstances be understood or implied to address, any facts and circumstances after the Cutoff Date. In giving this opinion we have assumed: (a) the genuineness of all signatures and the authenticity of all documents submitted to us and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the conformity to the execution copies of all drafts submitted to us as final drafts; that all the parties to each of the Documents (other than the Company) are duly incorporated or formed and validly existing under the laws of their relevant jurisdiction; that there have been no amendments to the company certificate or the Articles of Incorporation as compared to the forms provided to us as part of the Documents for the purpose of this opinion and no resolutions of the Company have been made after the Cut-off Date requiring a filing to be made to the Norwegian company register which will have the effect that the company certificate or the Articles of Incorporation are or will be amended; that each of the Documents is duly authorised, executed and delivered by and is within the capacity and powers of the parties thereto (other than the Company); that there are no provisions of the laws of any jurisdiction other than Norway which would have any implications on the opinion we express; and that there are no provisions in, or other aspects of, any document other than the Documents which would have any implications on the opinion we express; the accuracy and completeness of all factual representations produced to us in documents and otherwise, and therefore we have made no independent investigation thereof; that all necessary consents, authorisations and approvals whatsoever required in any relevant jurisdiction (other than Norway) for the execution and performance of each of the Documents by each of the parties thereto have been, or will be, obtained and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than Norway) in respect of each of the Documents have been, or will be, given or effected in accordance with the laws and regulations of every such applicable jurisdiction;

(b) (c)

(d)

(e)

(f)

(g)

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(h)

that the Company has not passed any voluntary resolution, and that no petition has been presented to or order made by a court, for the winding-up, composition proceedings, bankruptcy or commencement of debt negotiations of the Company; that any corporate records inspected for the purpose of this opinion letter were accurate and complete and contained all records and documents which they properly should contain and that all meetings of directors and shareholders, minutes of which were contained in the corporate records, were validly convened and held; and in reviewing any contract, agreement, instrument or other document which by its terms purports to be governed by the laws of any jurisdiction other than the Kingdom of Norway, we are relying solely upon our understanding of the plain language of any such contract, agreement, instrument or other document (or the English translation, if applicable).

(i)

(j)

We do not purport to render an opinion in respect of any jurisdiction other than the laws of Norway as the same are in full force and effect at the date hereof. This opinion relates only to matters of law on the date hereof and is based on facts known to us as of the Cut-off Date, and we may not express any opinion as to consequences of later alterations to such facts. On the basis of the foregoing and subject to the qualifications and reservations hereinafter set forth, we are of the opinion that: 1. (a) Status of Company, Due Incorporation and Compliance with Laws: the Company is a limited company validly existing and duly registered under the laws of Norway and it possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets, and as of noon Norwegian time on the Cut-off Date the Norwegian Register of Business Enterprises has not registered any petition or resolution for winding-up or dissolution of the Company; the Company has the power and authority to execute, deliver and to perform its obligations under the Documents, and to enter into any other legally binding and enforceable contracts and undertakings within its scope of business as set out in the Articles of Incorporation, and, save as set out in paragraph 1 (e), no general approvals, permits, consents, licences and registrations, etc. for the Company's due establishment and conduct of business are required other than the ordinary registration of the Company as incorporated, and ordinary tax/VAT registration, and the Company has complied with these regulations; the Documents have been validly and properly executed by the Company and the obligations of the Company under the Documents constitute its legal, valid, binding and enforceable obligations, and by performing its obligations under the Document the

(b)

(c)

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Company will to the best of our knowledge not constitute a breach of the terms of the Articles of Incorporation of the Company; (d) to the best of our knowledge , there are no provisions or irregularities, inconsistencies or other matters contained in the Documents which would adversely affect: i. ii. iii. the status of the Company as a duly incorporated or established independent legal entity; the business of the Company as presently conducted and as set out in its Articles of Incorporation; or the Companys power and authority to own, use, lease and operate its properties and other assets;

(e)

the pre-qualification of the Company as a licensee on the Norwegian Continental Shelf was confirmed by the Norwegian Ministry of Petroleum and Energy on 8 February 2013. With the pre-qualification, the Company is given the opportunity (but not entitlement) to be a participant in production licenses on the Norwegian Continental Shelf, thus simplifying the process of subsequent license award and/or license transfer approval; there are no public searches available in Norway to investigate whether the Company is involved in litigation proceedings. The court of home jurisdiction at the Companys registered place of business has however confirmed that as of noon Norwegian time on the Cut-off Date there are no currents cases instituted against the Company before that legal venue; and the Company as buyer and North Energy ASA as seller entered on 17 April 2013 into an agreement regarding the assignment to the Company of participating interests in PL 498 (Company shall acquire 5% of total interest), PL 503 (Company shall acquire 12.5% of interest), PL 503B (Company shall acquire 12.5% of total interest), PL 526 (Company shall acquire 33.3% of total interest), PL 562 (Company shall acquire 5% of total interest) and PL 616 (Company shall acquire 5% of total interest) on the Norwegian Continental Shelf. The agreement has been signed by both the Company and North Energy ASA, and is valid and enforceable between the parties. The completion of the transfer of the assigned interests is conditional upon the fulfilment of certain conditions which are further set out in the agreement. Share Capital of the Company The issued and paid-up capital and the respective percentages of shareholdings of the existing shareholders of the Company pursuant to the register of shareholders of the Company as at the date of this letter are as follows: Issued and paid up NOK 12,000,000 divided into 120,000 shares of NOK 100 each capital

(f)

(g)

2. (a)

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We have not made any evaluation of whether NOK 12,000,000 is the appropriate capitalisation of the Company in view of its business and the expected risks and capital needs. (b) The present (sole) shareholder of the Company is: Name of shareholder Class of shares held N/A Number of shares held 120,000 Percentage of shares held 100

LIME Petroleum PLC (c) (d)

The Company has verbally informed that no options or convertible securities have been issued. We have made no independent verification of such verbal confirmations. To the best of our knowledge, and based solely on the information we have received through the Documents (to which we have made no independent verification), all issues and allotments and transfer of shares in the capital of the Company are valid and have been effected in accordance with the Articles of Association and applicable laws in Norway.

The foregoing opinion is subject to the following qualifications: (1) any term of an agreement may under Norwegian law be amended orally, despite any provision in the agreement to the contrary; where any party to the Documents is vested with the discretion or may determine the matter in its opinion, Norwegian law may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds, and such provisions will not necessarily prevent judicial inquiry into the merit of such determination; in opining that the Documents are enforceable we do not express any view on the particular remedies available. The term enforceable as used in this opinion means that the obligations assumed by the Company under the Documents are of a type which Norwegian courts will generally enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. Enforcement of claims in Norway is subject to the mandatory provisions of the Enforcement Act. Further, we express no opinion as to the enforceability by Norwegian courts of obligations governed by foreign laws, or the enforceability by Norwegian courts of judgments rendered by foreign courts or foreign regulatory authorities;

(2)

(3)

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(4)

we express no opinion as to whether specific performance or injunctive relief, being discretionary remedies, would necessarily be available in respect of any of the obligations under the Documents; a certificate, determination, notification, minute or opinion might be held by the Norwegian courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary; we express no opinion in respect to any tax (including special petroleum tax), duty, VAT and/or accounting (in Norwegian skatt, avgift, merverdi eller regnskap) issues in relation to (i) the Company and its operations and assets or liabilities, (ii) the Documents and (iii) any disposals/transactions contemplated by the Documents (outside of scope of our limited due diligence review of the Company); and claims may become barred under the Limitation Act or may become subject to defences or set-off or counter-claims and to any provisions generally applicable under Norwegian law in respect of invalidation of unfair contract terms, and the validity, performance and enforcement of the Documents may be limited or affected by bankruptcy, insolvency, administration or similar laws affecting creditors rights generally.

(5)

(6)

(7)

This opinion is governed by and limited to the laws of the Kingdom of Norway, and we express no opinion herein concerning any other law, or as to any specific legal issues other than those explicitly addressed above. We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis, a legal conclusion or an informational confirmation in this opinion letter). This opinion letter has been prepared solely for inclusion in the Offer Document of Listco in connection with the Initial Public Offering of the shares of Listco on the Catalist Board of the Singapore Exchange Securities Trading Limited, and is addressed to and is solely for the benefit of (i) the Board of Directors of Listco, (ii) PrimePartners Corporate Finance Pte. Ltd. and (iii) UOB Kay Hian Private Limited. It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person. However, on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume or accept any duty or liability whatsoever to any person to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a) below) such person agrees (x) not to further disclose this opinion letter or its contents to any other person, other than as permitted above, without our prior written consent, and (y) that we shall have no duty or liability whatsoever as a result of such disclosure, this opinion letter may be disclosed without our prior written consent to:

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(a)

any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and the officers, employees, auditors and professional advisers of any addressee.

(b)

This opinion shall be governed by and construed in accordance with Norwegian law and shall be subject to the exclusive jurisdiction of the courts of Norway, the venue to be the Oslo District Court.

Yours faithfully, Arntzen de Besche Advokatfirma AS

Christian Fr. Michelet

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

BAQAL PETROLEUM LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 6 January 2012 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 6 January 2012) (the MoA) and the Articles of Association (dated 6 January 2012) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 1 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents).

ASSUMPTIONS In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d)

the authority, capacity and power of each of the persons signing the Documents;

(e)

that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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information which is material for the purposes of this opinion and such information has not since the date of the Company Search nor the date of the Litigation Search been materially altered; (g) that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name.

(2)

Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion.

(3)

No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business in the oil and gas industry outside the British Virgin Islands.

(4)

Based solely upon the Company Search and the Litigation Search:

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(i)

no court proceedings are pending against the Company; and

(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(5)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business in the oil and gas industry outside the British Virgin Islands.

RESERVATIONS

Our opinion is subject to the following reservations: (a) We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof. (b) The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal: (i) details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of member 1. Lime Petroleum Ltd. TOTAL Number of shares of no par value held 1,000 1,000 Percentage shares held of 100% 100%

BAQAL PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

DAHAN PETROLEUM LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8

Bermuda British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 30 April 2010 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 30 April 2010 and amended on 3 May 2011) (the MoA) and the Articles of Association (dated 30 April 2010) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 1 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents).

ASSUMPTIONS In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d)

the authority, capacity and power of each of the persons signing the Documents;

(e)

that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name.

(2)

Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the members of the Company are as set out in the Schedule to this opinion.

(3)

No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business in the oil and gas industry outside the British Virgin Islands.

(4)

Based solely upon the Company Search and the Litigation Search:

(i)

no court proceedings are pending against the Company; and

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(5)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business in the oil and gas industry outside the British Virgin Islands.

RESERVATIONS

Our opinion is subject to the following reservations:

(a)

We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof.

(b)

The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of members 1. 2. 3. Lime Petroleum Ltd. Right Ally Limited Schroder & Co Banque S.A. TOTAL Number of shares of par value US$1.00 each held 100,000 27,119 42,373 169,492 Percentage shares held of 59% 16% 25% 100%

DAHAN PETROLEUM LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

Lime Petroleum Ltd. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 1 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 10 June 2011 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 10 June 2011) (the MoA) and the Articles of Association (dated 10 June 2011) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 5 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 2 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents). ASSUMPTIONS

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d) (e)

the authority, capacity and power of each of the persons signing the Documents; that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 3 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that: (1) The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name. (2) Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion. (3) No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business in the oil and gas industry outside the British Virgin Islands.

(4)

Based solely upon the Company Search and the Litigation Search: (i) no court proceedings are pending against the Company; and

(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 4 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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appointment of a receiver with the Registrar of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver. (5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business in the oil and gas industry outside the British Virgin Islands.

RESERVATIONS

Our opinion is subject to the following reservations: (a) We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof. (b) The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 5 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 6 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 7 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of member 1. Lime Petroleum PLC TOTAL Number of shares of par value US$1.00 each held 100,000 100,000 Percentage shares held of 100% 100%

Lime Petroleum Ltd. Ref: 419059.0001 27 June 2013 Page 8 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

MASIRAH OIL LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 2 April 2009 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 2 April 2009, amended on 7 May 2012) (the MoA) and the Articles of Association (dated 2 April 2009) of the Company, as annexed to the Certificate of Incumbency (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 4 June 2013 (the Certificate of Incumbency) issued by Mossack Fonseca & Co (B.V.I.) Ltd. (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 25 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, as annexed to the Certificate of Incumbency (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, as annexed to the Certificate of Incumbency (the Register of Members).

8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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APPENDIX D LEGAL OPINIONS

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents). ASSUMPTIONS

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d) (e)

the authority, capacity and power of each of the persons signing the Documents; that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that: (1) The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name. (2) Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the members of the Company are as set out in the Schedule to this opinion. (3) No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business in the oil and gas industry outside the British Virgin Islands.

(4)

Based solely upon the Company Search and the Litigation Search: (i) no court proceedings are pending against the Company; and

(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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appointment of a receiver with the Registrar of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver. (5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business in the oil and gas industry outside the British Virgin Islands.

RESERVATIONS

Our opinion is subject to the following reservations: (a) We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof. (b) The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of members 1. 2. PETROCI HOLDING, Socit Nationale dOprations Ptrolires de la Cte dlvoire Lime Petroleum Ltd. TOTAL Number of shares of no par value held 360 640 1,000 Percentage shares held of 36% 64% 100%

MASIRAH OIL LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

REX INTERNATIONAL HOLDING LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 24 September 2012 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 24 September 2012) (the MoA) and the Articles of Association (dated 24 September 2012) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 1 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion.

(collectively hereinafter referred to as the Documents).

ASSUMPTIONS In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d)

the authority, capacity and power of each of the persons signing the Documents;

(e)

that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name.

(2)

Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion.

(3)

Based solely upon the Company Search and the Litigation Search:

(i) (ii)

no court proceedings are pending against the Company; and no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(4)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(5)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business as a holding company.

RESERVATIONS

Our opinion is subject to the following reservations:

(a)

We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof.

(b)

The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of member 1. Rex International Investments Pte. Ltd. TOTAL Number of shares of no par value held 50,000 50,000 Percentage shares held of 100% 100%

REX INTERNATIONAL HOLDING LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8 Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

REX US LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-182

APPENDIX D LEGAL OPINIONS

For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 24 September 2012 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 24 September 2012) (the MoA) and the Articles of Association (dated 24 September 2012) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 1 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

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APPENDIX D LEGAL OPINIONS

8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents).

ASSUMPTIONS In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d)

the authority, capacity and power of each of the persons signing the Documents;

(e)

that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-184

APPENDIX D LEGAL OPINIONS

has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name.

(2)

Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion.

(3)

Based solely upon the Company Search and the Litigation Search:

(i) (ii)

no court proceedings are pending against the Company; and no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

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APPENDIX D LEGAL OPINIONS

invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(4)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(5)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business as a holding company.

RESERVATIONS

Our opinion is subject to the following reservations:

(a)

We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof.

(b)

The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

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(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-187

APPENDIX D LEGAL OPINIONS

DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-188

APPENDIX D LEGAL OPINIONS

SCHEDULE Name of member 1. REX INTERNATIONAL HOLDING LTD. TOTAL Number of shares of no par value held 50,000 50,000 Percentage shares held of 100% 100%

REX US LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8

Bermuda

British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-189

APPENDIX D LEGAL OPINIONS

27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

ZUBARA PETROLEUM LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 1 of 8

Bermuda British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

D-190

APPENDIX D LEGAL OPINIONS

For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 18 January 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 5 July 2011 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 5 July 2011) (the MoA) and the Articles of Association (dated 5 July 2011) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 5 February 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

8.

A copy of the Certificate of Good Standing dated 22 January 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 2 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents). ASSUMPTIONS

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d) (e)

the authority, capacity and power of each of the persons signing the Documents; that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 3 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that: (1) The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name. (2) Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion. (3) No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business in the oil and gas industry outside the British Virgin Islands.

(4)

Based solely upon the Company Search and the Litigation Search: (i) no court proceedings are pending against the Company; and

(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 4 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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appointment of a receiver with the Registrar of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver. (5) Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business in the oil and gas industry outside the British Virgin Islands.

RESERVATIONS

Our opinion is subject to the following reservations: (a) We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof. (b) The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 5 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 6 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 7 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of member 1. Lime Petroleum Ltd. TOTAL Number of shares of par value US$1.00 each held 100,000 100,000 Percentage shares held of 100% 100%

ZUBARA PETROLEUM LTD. Ref: 419059.0001 27 June 2013 Page 8 of 8

Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957

Dear Sirs

REX OIL & GAS LTD (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 1 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 2 April 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 2 April 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 24 September 2008 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 24 September 2008) (the MoA) and the Articles of Association (dated 24 September 2008) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 3 April 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 2 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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8.

A copy of the Certificate of Good Standing, dated 2 April 2013, issued by the Registrar of Corporate Affairs in respect of the Company (the Certificate of Good Standing).

9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents).

ASSUMPTIONS In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d)

the authority, capacity and power of each of the persons signing the Documents;

(e)

that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 3 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name.

(2)

Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion.

(3)

Based solely upon the Company Search and the Litigation Search:

(i) (ii)

no court proceedings are pending against the Company; and no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 4 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(4)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(5)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business as a holding company.

RESERVATIONS

Our opinion is subject to the following reservations:

(a)

We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof.

(b)

The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 5 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 6 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 7 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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SCHEDULE Name of member 1. REX INTERNATIONAL HOLDING LTD. TOTAL Number of shares of par value US$1.00 each held 50,000 50,000 Percentage shares held of 100% 100%

REX OIL & GAS LTD 27 June 2013 Ref: 419059.0001 Page 8 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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27 June 2013

The Board of Directors REX INTERNATIONAL HOLDING PTE. LTD. 80 Robinson Road #02-00 Singapore 068898

and
Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong Tel +852 2523 8123 Fax +852 2524 5548 applebyglobal.com

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705

and UOB Kay Hian Private Limited 8 Anthony Road

Managing Partner Frances L Woo Partners Jeffrey Kirk Judy Lee John Melia Eliot Simpson

#01-01 Singapore 229957 Dear Sirs

REX SOUTH EAST ASIA LTD. (the Company)

This opinion as to the laws of the British Virgin Islands is addressed to you in connection with the Company.

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 1 of 8
Bermuda British Virgin Islands

Cayman Islands

Guernsey

Hong Kong

Isle of Man

Jersey

London

Mauritius

Seychelles

Shanghai

Zurich

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APPENDIX D LEGAL OPINIONS

For the purposes of this opinion, we have examined and relied upon the following:

1.

The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands, as revealed by a search on 2 April 2013 and updated on 21 June 2013 (the Company Search).

2.

The records of proceedings on file with, and available for inspection at the High Court of Justice, Road Town, Tortola, British Virgin Islands, as revealed by a search on 2 April 2013 and updated on 21 June 2013 in respect of the Company (the Litigation Search).

3.

Copies of the Certificate of Incorporation of the Company issued on 19 March 2013 by the Registrar of Corporate Affairs in the BVI, the Memorandum of Association (dated 19 March 2013) (the MoA) and the Articles of Association (dated 19 March 2013) of the Company, certified by the Registrar of Corporate Affairs in the BVI on 30 May 2013 (collectively referred to as the Constitutional Documents).

4.

A copy of the Certificate of Incumbency dated 30 May 2013 (the Certificate of Incumbency) issued by Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited (the Registered Agent), the Companys registered agent, in respect of the Company.

5.

A copy of the Certificate of Incumbency dated 3 April 2013 issued by the Registered Agent, in respect of the Company.

6.

A copy of the Register of Directors in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Directors).

7.

A copy of the Register of Members in respect of the Company, certified by the Registered Agent on 30 May 2013 (the Register of Members).

8.

A copy of the Certificate of Good Standing dated 2 April 2013 issued by the Registrar of Corporate Affairs, in respect of the Company (the Certificate of Good Standing).

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 2 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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9.

A copy of the Director's Certificate of the Company dated 27 June 2013 (the Directors Certificate) confirming certain matters of fact and opinion,

(collectively hereinafter referred to as the Documents). ASSUMPTIONS

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents and

other

documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed, scanned or photostatic copies;

(b)

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)

the genuineness of all signatures and seals on the Documents;

(d) (e)

the authority, capacity and power of each of the persons signing the Documents; that any representation, warranty or statement of fact or law, other than as to the laws of the British Virgin Islands, made in any of the Documents is true, accurate and complete;

(f)

that the records which were the subject of the Company Search and Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search nor the date of the Litigation Search been materially altered;

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 3 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(g)

that there are no changes to the information on the Certificate of Incumbency and the information therein remains current; and

(h)

that there are no changes to the Constitutional Documents, the Register of Directors and the Register of Members and the information therein remains current.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that: (1) The Company is a company limited by shares duly incorporated under the British Virgin Islands Business Companies Act, 2004 (the BVIBC Act), validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and possesses the capacity to sue and be sued in its own name. (2) Based solely upon our review of the Certificate of Incumbency, the Register of Members and the Directors Certificate, the shares of the Company registered in the name of the member of the Company are as set out in the Schedule to this opinion. (3) No consent, licence or authorisation of or by any governmental authority of the British Virgin Islands is required to be obtained by the Company in connection with the Company carrying on business as a holding company.

(4)

Based solely upon the Company Search and the Litigation Search: (i) no court proceedings are pending against the Company; and

(ii)

no currently valid order or resolution for winding up of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears, but it should be noted that failure to file notice of appointment of a receiver with the Registrar of Corporate Affairs does not

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 4 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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invalidate the receivership but merely gives rise to penalties on the part of the receiver.

(5)

Under the MoA, subject to the BVIBC Act and any other BVI legislation, the Company has, irrespective of corporate benefit, full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction.

(6)

There is no express provision under the Constitutional Documents prohibiting the Company from carrying on business as a holding company.

RESERVATIONS

Our opinion is subject to the following reservations:

(a)

We express no opinion as to any law other than British Virgin Islands law and none of the opinions expressed herein relate to compliance with or matters governed by the laws of any jurisdiction except the British Virgin Islands. This opinion is limited to British Virgin Islands law as applied by the courts of the British Virgin Islands at the date hereof.

(b)

The term good standing as used in this opinion means solely that the Company has received a Certificate of Good Standing from the Registrar of Corporate Affairs.

(c)

In order to issue this opinion we have carried out the Company Search and have not enquired as to whether there has been any change since the date of such search.

(d)

In order to issue this opinion we have carried out the Litigation Search and have not enquired as to whether there has been any change since the date of such search.

(e)

The Company Search and the Litigation Search are not conclusive and it should be noted that the Company Search and the Litigation Search do not reveal:

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 5 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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(i)

details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of the searches;

(ii)

details of any proceedings which have been filed but not actually entered in the records of proceedings at the time of the searches.

(f)

With respect to this opinion, we have relied upon statements and representations made to us in the Directors Certificate provided to us by an authorised director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Directors Certificate, and we qualify our opinion to the extent that the statements or representations made in the Directors Certificate are not accurate in any respect.

(g)

In respect of paragraph 2 above, this is subject to the Register of Members not containing any manifest error and the absence of fraud or other extraordinary circumstances which may lead to the Register of Members being rectified pursuant to an order of the Court issued in accordance with the BVIBC Act or other competent court.

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 6 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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DISCLOSURE

This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion has been prepared solely for inclusion in an offer document of REX INTERNATIONAL HOLDING PTE. LTD. (to be renamed REX INTERNATIONAL HOLDING LIMITED) in connection with the initial public offering of the shares of REX INTERNATIONAL HOLDING PTE. LTD. on the Catalist Board of the Singapore Exchange Securities Trading Limited. This opinion is governed by and is to be construed in accordance with British Virgin Islands law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than the British Virgin Islands.

Yours faithfully

Appleby

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 7 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

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APPENDIX D LEGAL OPINIONS

SCHEDULE Name of member 1. REX INTERNATIONAL HOLDING LTD. TOTAL Number of shares of no par value held 10,000 10,000 Percentage shares held of 100% 100%

REX SOUTH EAST ASIA LTD. 27 June 2013 Ref: 419059.0001 Page 8 of 8
Bermuda British Virgin Islands Cayman Islands Guernsey Hong Kong Isle of Man Jersey London Mauritius Seychelles Shanghai Zurich

D-213

 

APPENDIX D LEGAL OPINIONS

Our reference: S20130067/WMC

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APPENDIX E QUALIFIED PERSONS REPORT

March 31, 2013

Qualified Person Report

ON THE OIL AND GAS PROPERTY INTERESTS OF REX INTERNATIONAL HOLDING Pte. Ltd. Prepared for Rex International Holding Pte. Ltd.


 
   
 
  

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APPENDIX E QUALIFIED PERSONS REPORT

31st March, 2013 The Board of Directors Rex International Holding Pte Ltd 6 Raffles Quay #20-07 048580 Singapore Singapore

Dear Sirs

Rex International Holding Pte Ltd (RIH) has participating interests in the Whitewater Unit and Williston concessions in the US states of Colorado and North Dakota respectively in joint collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz Oil Pte. Ltd. (Singapore), combined referred to as the Group. The size of the leased acreages is 204 km2 in Colorado and 39 km2 in North Dakota. The Group has commissioned the drilling of 80 wells over 24 months US Program starting early Q2 2013 in the leases held by Fram in the US and have access to two own drilling rigs as well as expert staff as needed to locate, drill and produce the oil. Following that drilling campaign, the Group plans to continue drilling in order to exploit the entire hydrocarbon potential in both lease areas. In November 2012, RIH announced that it commenced its preparations to list on the Catalist Board of the Singapore Exchange Securities Trading Limited (SGX-ST) by way of Initial Public Offering (IPO). RIH is advised by Prime Partners Corporate Finance Pte. Ltd., Singapore. RIH has requested that OPK Resources GmbH (OPK) carries out a Qualified Persons Report of the US Program consistent with the requirements of the Rules Governing the Listing of Securities on the Catalist Board of the SGX-ST. OPK is a privately owned German oil and gas exploration and production company founded in 2009 with focus on oil and gas prospect generation and exploitation. These activities complement the technical consultancy services provided since 1999 by its predecessor company Salm-Energy GmbH to European energy companies. The staff of OPK has a long-standing background in oil and gas operations worldwide. The company has particular experience and skills in all aspects of prospect generation and evaluation, exploration, drilling, reservoir evaluation and project execution. Prof. Reinhard Gast and Peter E. Oehms and team have held managerial functions or responsible positions in companies such as ExxonMobil, Deminex and Wintershall for over 30 years. OPK is capable and qualified to operate new projects up to field development on behalf of clients and partners. In that context OPK has access to a network of associated experts and companies providing specific skills to the oil and gas exploration and production sector. OPK staff has carried out multiple projects independently or under the auspices of OPK, which have led to successful transactions, i.e. either acquisition of license interest or purchase/sale of hydrocarbon assets. In addition, OPK management and staff rely on a close cooperation with Geophysik GGD mbH (Gesellschaft fr Geowissenschaftliche Dienste mbH) in Leipzig, a pioneer in the German oil and gas exploration and production since 1951, with more than 60 years experience in geophysical operations, geological interpretation, geoscience consulting and having a successful track record. Today Geophysik GGD mbH (GGD) is a leading geophysical contractor in Germany. GGD has reviewed and confirmed the findings by OPK in an independent review.
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This Report contains forecasts and projections based on data provided by RIH or its subsidiaries and partners. OPKs assessment of the reserves, production schedule, the projected capital and operating costs are based on technical reviews of project data and discussions with technical personnel. OPK has reviewed the relevant data to assess the reasonableness of such projections. However, these forecasts and projections cannot be assured and factors both within and beyond the control of the company could cause the actual results to be materially different from OPKs assessments and any projects contained in this Report. This Report provides an independent assessment of the technical aspects of the US oil-drilling project mentioned above. The Report is provided to the Directors of RIH in relation to the proposed Catalist Board listing on the SGX-ST; it should not be used or relied upon for any other purpose. The Report does not constitute a technical or legal audit. Neither the whole nor any part of this Report nor any reference thereto may be included in, or with, or attached to any document or used for any purpose without OPKs written consent to the form and context in which it appears.

Yours sincerely, OPK Resources GmbH

Peter E. Oehms

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APPENDIX E QUALIFIED PERSONS REPORT

This Report was prepared by OPK Resources GmbH:

Original signed by Peter Eckhard Oehms

Executive Project Manager

Original signed by Prof. Dr. Reinhard Gast

Principal Analyst

This Report has been reviewed by GGD with respect to resource estimates, data, reports and information provided. GGD and OPK have used consultants with appropriate experience and expertise relevant to the various technical aspects in this Report and consider that the reserves and resources which have been tabulated in this Report have been reasonably made and are in compliance with the reporting standards and definitions of reserves and resources as specified in the Petroleum Resource Management System published by the Society of Petroleum Engineers (SPE), the World Petroleum Council, the American Association of Petroleum Geologists (AAPG) and the Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS), Peter Eckhard Oehms, executive project manager of OPK, is a member of AAPG and SPE. Walter Olgemann, Managing Director of GGD is a member of Society of Exploration Geophysicists (SEG) and European Association of Exploration Geophysicist (EAEG) as well as FKPE, the highest German Research Body in earth physics. They fulfill the requirements of qualified persons and within the limits as outlined in this document they accept responsibility for this Report in its entirety and the categorization of the resource estimate as tabulated in the form and context in which it appears in this Report.

Original signed by Walter Olgemann

Managing Director Geophysik GGD mbH

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Contents
Contents ...................................................................................................................... ................................... 4 Executive summary ............................................................................................................. ........................... 6 Introduction................................................................................................................... ............................... 12 Information review............................................................................................................ ................ 12 Qualified person .............................................................................................................. .................. 13 Statement of independence..................................................................................................... ......... 13 Aim and use of the Report ..................................................................................................... ........... 14 Scope and basis of the Report................................................................................................. .......... 14 Standard used ................................................................................................................. .................. 16 Property description.......................................................................................................... ................ 17 History of Property ........................................................................................................... ................. 19 Resource and Reserve Estimates ................................................................................................ ................. 26 Volume calculations Whitewater ................................................................................................ ...... 26 Uncertainty discussions....................................................................................................... .............. 37 Monte Carlo simulation........................................................................................................ ............. 38 Volume calculations Williston ................................................................................................. .......... 39 Monte Carlo simulation........................................................................................................ ............. 41 Resource and reserve estimates ....................................................................................................... 46 Exploration data .............................................................................................................. ............................. 48 Well production............................................................................................................... ............................. 50 Planned extraction method, processing method and production schedule..................................... 50 Financial analysis of the operations .......................................................................................... ................... 53 Capital costs Williston and Whitewater combined ........................................................................... 53 Operating costs Williston and Whitewater combined ...................................................................... 54 Taxes......................................................................................................................... ......................... 54 Liabilities................................................................................................................... ......................... 55 Marketing ..................................................................................................................... ..................... 55 Considerations including social, environmental, health and safety factors that may affect exploration and/or exploitation activities......................................................................................... 55 Interpretation and conclusions Whitewater and Williston .......................................................................... 56 Recommendations ............................................................................................................... ........................ 57 Appendix 1.................................................................................................................... ................................ 58 List of standard oil industry terms and abbreviations ...................................................................... 58 Appendix 2.................................................................................................................... ................................ 61 Geological and geophysical settings ................................................................................................. 61
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1. Whitewater Unit, Colorado .................................................................................................. ......... 61 2. Williston Basin, Renville County, North Dakota ............................................................................ 70

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APPENDIX E QUALIFIED PERSONS REPORT

Executive summary
Background In accordance with the directives from Rex International Holding (RIH), OPK Resources GmbH (OPK) has reviewed the petroleum interest owned by RIH as of 30 March 2013. These assets include licensed exploration and production opportunity interests in the Whitewater Production Unit in Colorado and the Williston Basin in North Dakota. The aim of this Report is to provide an independent review of the data relating to the assets held by Fram with respect to content availability, completeness and where possible accuracy. The Qualified Person is assuming that data provided is genuine, unaltered, truthful and complete. It should be noted that a similar review presented by GCA on June 6, 2011 already then had confirmed the presence of 1P and 2P reserves in Whitewater, Colorado. The current analysis builds on results achieved since 2011 and incorporates well results and subsequent detailed financial modelling.

Project overview RIH, Loyz and Fram have entered into a Participation and Exploration Agreement for the drilling of 80 wells located in the Whitewater Production Unit in Colorado and in the Williston Basin in North Dakota (the Commitment Wells), during a 24-month period starting in Q2 2013, hereafter referred to as the US Program. Through this Participation and Exploration Agreement, RIH has a 20% direct interest in the US Program. In addition to this direct interest, RIH also holds a 24% equity interest in Fram. Frams owners and management team have relevant expertise in the exploration and production sector. In their endeavours in Whitewater and Williston they have applied their industry experience and geophysical technologies with respect to facies mapping and 3D reservoir modelling and the results Fram has achieved, in OPK's opinion, provide a sound basis for their assessment of the US Program.

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Ownership
Table 1:

Overview of the leases in Colorado and North Dakota and the US Program partners combined Net Revenue Interest in the leases
Location Whitewater Unit, CO Coury Ranch CO Hamilton Ranch, CO South Greene Field, ND Culver Area, ND Other ND Type Lease Lease Lease Lease Lease Lease Acres leased 47,294 1,848 1,306 695 709 8,250 Minimum NRI 81.25* 87.50 87.50 80.00 75.00 80.00 Lease expiry Date Held by Production (HBP) March 2016 September 2016 530 HBP, 160 exp. April 2014 Various Various 27.52
2

RIHs interest in %

Project status

Type of oil

27.95

Development

Very light

Appraisal

Medium gravity

*Clemens Capital has a 5% carried working interest

In Colorado, Fram holds 50,448 leased acres and in North Dakota holds 9,654 leased acres. A major portion of the Whitewater acreage (19,000 acres) is under oil field development. In North Dakota the development of the South Greene field (695 acres) has been initiated. The respective oils in Whitewater are generally very light whilst the oils in Williston are characterized as medium gravity around 30 deg API. Geology The Colorado Whitewater leases are located in the Uinta-Piceance Basin, which contains five major petroleum systems. The Mancos/Mowry Petroleum system with fluviatile reservoirs of Late Jurassic and Lower Cretaceous age is the target of the Fram activities. The strata are generally oil or gas filled and no oil-water contact is observed within the lease area. The Williston Basin is one of the most prolific sedimentary basins of more than 90 million acres in the US. The basin fill is five kilometres thick with sediments ranging in age from early Paleozoic to Quaternary. The target of the Fram activities is the Mission Canyon limestone play with proven fields and discoveries as well as significant exploration potential.

Derived from

(i) RIHs direct 20% interest in the US Program calculated as follows: Group Minimum NRI for the Colorado leases (81.25%) x RIHs direct interest in the US Program (20%); and (ii) RIHs 24% equity interest in Fram calculated as follows: Group Minimum NRI for the Colorado leases (81.25%) x Frams direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration (24%).
2

Derived from

(i) RIHs direct 20% interest in the US Program calculated as follows: Group minimum NRI for the North Dakota leases (80%) x RIHs direct interest in the US Program (20%); and (ii) RIHs 24% equity interest in Fram calculated as follows: Group minimum NRI for the North Dakota leases (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%). 7

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Reserves
Table 2:

Listing of RIHs Whitewater attributable oil reserve estimates

Groups Gross reserves for the US Program 1P (Proved) 2P (Proved + Probable) 3P* (Proved + Probable + Possible 14.9 20.4 RIHs total net reserves for the US Program 4.1 5.7 Remarks RIHs net reserves RIHs net reserves from its direct from its 24% 20% interest in equity interest in 3 4 the US Program Fram 2.4 3.3 1.7 2.4

Category

Oil reserves in MMBbl **

26.5

7.4

4.3

3.1

* Total reserves are equal to the 3P estimates. ** Volume estimates are in accordance with the SPE PRMS definitions.

The reserves calculations were derived from input parameters provided by Fram and checked by OPK. In particular, these parameters are based on evaluations performed by Fram relating to the areal extent of the oil-bearing zones, reservoir thickness and quality, hydrocarbon phase, cutoff values and extraction efficiency. Based on OPKs assessment of the assumptions made by Fram and the calculation methodology used, it was concluded that the GeoX methodology is best suited to describe the deposits and their reserves potential. Where appropriate, OPK has modified the input parameters used by Fram, resulting in the reserves figures presented in Table 2. The reserves reported fulfil the criteria of being discovered, recoverable, commercial and remaining. A Development Plan has been presented for the US Program and Fram plans to extract the entire recoverable reserves by drilling an adequate number of wells.

The RIH net reserves from the direct 20% interest in the US Program are calculated using the following formula: Group Gross Reserves x Group Minimum NRI for the Whitewater lease area (81.25%) x RIH s direct interest in the US Program (20%) The RIH net reserves in the US Program from the 24% equity interest in Fram are calculated using the following formula: Group Minimum NRI for the Whitewater lease area (81.25%) x Fram s direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration (24%) 8
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Table 3:

Listing of RIHs Williston Basin attributable oil resources estimates

Remarks Groups Gross contingent resources for the US Program 1C 2C 3C* 0.16 0.27 0.38 RIHs total net contingent resources for the US Program 0.044 0.074 0.105 RIHs net contingent resources from its direct 20% interest in 5 the US Program 0.026 0.043 0.061 RIHs net contingent resources from its 24% equity interest 6 in Fram 0.018 0.031 0.044

Category

Oil Resources in MMBbl**

* Total contingent resources are equal to the 3C estimates. ** In accordance with the SPE PRMS definitions, the resources volumes are cumulative (2C includes 1C and 3C includes 2C).

The calculation of contingent resources instead of reserves for the South Greene Field was made based on parameters provided by Fram and checked by OPK. Based on the drilling results in South Greene OPK is of the opinion that proof of economic viability will be the key factor for converting the resources into reserves. This assessment is based on the fact that only one out of four wells drilled in South Greene demonstrated satisfactory production capacities so far. Fram has used the well results for the definition of the areal extent of the oil bearing reservoir, reservoir thickness and quality, hydrocarbon phase, cutoff values and extraction efficiency. OPK has assessed the assumptions made by Fram and the calculation methodology used. The planned future activities in the license area will be based on new seismic and application of advanced seismic technologies. It can be assumed that these measures will facilitate increased exploration success in planned wells and conversion of resources into reserves.

It should be noted, that the exploration model for Williston has been optimized by Fram after reevaluation of the existing 2D seismic. In OPK's opinion, the results from Fram's on-going geophysical work should be available by mid-2013 and are expected to lead to significantly higher 3C resources.

The RIH net contingent resources from the direct 20% interest in the US Program are calculated using the following formula: Group gross contingent resources x Group minimum NRI for the South Greene lease area (80%) x RIHs direct interest in the US Program (20%) The RIH net contingent resources in the US Program from the 24% equity interest in Fram are calculated using the following formula: Group minimum NRI for the South Greene lease area (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%) 9
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Production Fram jointly with partners Loyz and RIH plan to drill a total of 80 Commitment Wells in the Whitewater Production Unit in Colorado and Williston Basin in North Dakota within a 24-month period starting in Q2 2013 (the US Program). This US Program follows on an already completed initial drilling program of Fram consisting of ten wells in Whitewater, of which six were drilled to establish the basis for a gas development. However, due to a sharp drop in gas prices, any gas development is pending. With the discovery of commercial oil in Mansur 33-1-K on 9 July 2010, subsequent drilling activities have focused on proving the feasibility of an oil field development, which has become the target of the current business plan. At present and outside of the US Program, Fram has two wells which are producing oil. The key learnings from the recent wells in the opinion of OPK are (1) the insight that horizontal wells will be required rather than vertical wells in order to reach multiple producible sands, that (2) there is a wax zone in certain areas which could inhibit production and (3) that a seismic program in Whitewater, will increase the chance of success for wells in that lease area. At the Whitewater Unit, the performance of the two producing wells started with over 30 bopd, followed by a decline and subsequent stabilization at about 10 bopd. This could be interpreted as stemming from a rather high wax content and is possibly facies related. OPK has spent a major effort in investigating the facies aspect using data from analog geologic settings in addition to the 3D reservoir models provided by Fram. OPK concludes that a revised drilling strategy proposed by Fram at the Whitewater Unit, in combination with seismic acquisition, will be able to achieve high production rates over a sustained period. The planned wells will be drilled in an area that is primarily oil prone and the number of drilling locations will be kept small by drilling of multiple wells from each well pad. Further drilling will utilize the results of the initial campaign and aim for full depletion of the areas held by Fram. The Groups gross production based on the planned drilling schedule is projected to reach 2,000 bpd in Whitewater and Williston combined at the end of year one and after a cumulative production of 0.37 MMBbl. At the end of year two, the gross daily production is estimated to reach 3,300 bpd at Whitewater and 450 bpd at Williston with a cumulative gross production since the project begin of 1.07 MMBbl. The target of Fram is to maintain these production levels over a longer period by continuing an active drilling program.

Table 4:

Drilling plan for RIHs 24 month US Program during 2013-2015

Plan of exploration and development wells Whitewater (CO) Williston Basin (ND) Total planned wells 2013 26 4 30 2014 35 5 40 2015 9 1 10 Total 2013-2015 70 10 80

The total depth for high-angle deviated wells in Whitewater is in the order of 5,500 feet. The formation is normally pressured at 1,050 psi at TD. The initial production per directional well is estimated at 80 bpd with an estimated annual decline of 17%. The total estimated production from a horizontal well in Whitewater is estimated at 180,000 barrels of oil.
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In Williston, four wells which are not part of the US Program, have been drilled by Fram as at the writing of this Report. The well Funke 1 discovered a new oil accumulation, South Greene, and three more wells were drilled to confirm commercial viability of this producing well. The wells encountered distinct variability in reservoir properties but also proved the feasibility of starting an oil development project. It should be noted that the original exploration concept of Fram has been confirmed and will be expanded to other parts of the lease area. Production from Williston is projected at 233,000 barrels of oil per well over field life with an initial risked production of 75 bpd for vertical wells and 200 bpd for horizontal wells.

Processing The US Program will require water treatment and gas separation to be used for power supply to hydraulic pumps etc. Oil storage is required and a tankfarm will be built at each well pad. The resulting oil production will on a regular basis be transported off the well pad site by Frams contracted buyers trucks to pick-up points for further distribution via pipelines or railway. Infrastructure The areas have good road access and gas infrastructure. However, due to gas quality and gas pricing, the activities will focus entirely on oil extraction and production for the foreseeable future. Environmental and community issues The planned operations are in areas with favourable conditions with respect to land access for drilling and seismic. A limited portion of the lease acreages is located in a mountainous area characterized by forests and natural springs. Obviously such areas will require particular consideration for flora and fauna. Fram is pursuing an active and open communication with authorities regarding nature protection issues. In addition, Fram is involved in a community program at Whitewater, which includes significant contributions to road maintenance and upgrading. Mitigation of potential damages is included in the community program. In consideration of wildlife and nature, certain wells are currently subject to reduced operations during a few months each year. These aspects are addressed through flexibility in the operational planning.

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Introduction
Information review
In accordance with instructions from Rex International Holding (or the Company), OPK Resources GmbH (OPK) has reviewed the petroleum interest owned by RIH in the US as of 30 March 2013. OPK has liaised with GGD in the preparation of this independent review and GGD has reviewed and confirmed the findings by OPK presented in this Report. This Report has been prepared on behalf of RIH and has been produced as a Qualified Person s Report and as part of an asset analysis of the Company. The asset analysis is limited to the interests held by RIH in the US, i.e. interests in leases held via a joint project by RIH, Fram Exploration ASA (Fram) and Loyz Oil Pte. Ltd. in Colorado and North Dakota. These assets include operations with currently two producing wells in the Whitewater acreage, recent drilling and potential developments, and licensed exploration and production opportunity interests. The planned 80 Commitment Well program (US Program) had not commenced by the time of this review. Fram and RIH have made available to OPK a technical data set consisting of geological, geophysical, petrophysical and engineering data and reports applicable to its leases. Subsequently, OPK discussed various issues with Fram related to reservoir, resources, volume calculations, development and production issues. Fram has assured that results of the data analyses and evaluations were performed with state of art technology and by applying highest industry standards. OPK has assessed the data and evaluations and checked relevant aspects relating to the critical factors such as reservoirs, reserves and production potential. OPK has used consultants with appropriate experience and expertise relevant to the various technical aspects. The opinions stated herein are given in good faith. OPK believes that the basic assumptions are factual and correct and the interpretations reasonable. This Report contains certain statements that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. The authors of this Report are not qualified to comment on legal issues associated with the RIH leases. Assessment of these aspects has relied on information provided by RIH and has not been independently verified by OPK. OPK notes that RIH has appointed U.S. legal counsels, Pepper Hamilton LLP (Pepper Hamilton) to report on the validity of the relevant project li censes, permits and approvals, which Fram requires to carry on its operations. OPK notes that the legal opinion of Pepper Hamilton has been included in the Offer Document and it is stated in the Offer Document that Fram has obtained the relevant material licences, permits and approvals for its operations and has complied with the conditions imposed thereunder, if any. Fram also has the relevant rights to carry out its operations in its concessions areas subject to compliance with conditions as may be imposed under the concession rights. No warranty or guarantee, be it express or implied, is made by OPK with respect to the completeness or accuracy of statements in this document. OPK does not undertake or accept any responsibility or liability in any way whatsoever to any person or entity in respect to the findings in this document, or any errors in or omissions from it, whether arising from negligence or any other basis in law. OPK does not accept any liability other than its statutory liability to any individual, organisation or company and takes no responsibility for any loss or damage arising from the use of this Report, or information, data, or assumptions contained therein. This Report is provided to the Directors of RIH for the purpose of assisting them in assessing the technical issues and associated risks of the proposed project development and in relation to the proposed listing on the Catalist Exchange of the SGX-ST; it should not be used or relied upon for any
12

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other purpose. This Report does not constitute a technical or legal audit. Neither the whole nor any part of this Report nor any reference thereto may be included in, or with, or attached to any document or used for any other purpose without OPKs written consent to the form and context in which it appears.

Qualified person
OPK is an energy consultancy specializing in asset reviews and technical evaluations of fossil energy projects. For more than two decades OPKs staff has been involved in numerous projects, independently or under the auspices of OPK, which have led to successful transactions, i.e. either acquisition of license interest or purchase/sale of hydrocarbon assets. OKP confirms that Peter Eckhard Oehms who has contributed to the Report in accordance with his specific technical qualifications, is appropriately qualified and experienced to act as Qualified Person for the purposes of this Report. Peter Eckhard Oehms is a qualified geoscientist and a fellow and member of the American Association of Petroleum Geologists (AAPG) with over thirty years relevant experience in the exploration and production of oil. In particular it should be noted that Prof. Reinhard Gast and Peter E. Oehms and team have been active in this field also in their previous managerial and technical capacities in ExxonMobil, Deminex and Wintershall, all of them being highly recognized as professional exploration and production companies. A project reference list has been provided to RIH and Prime Partners. OPK management and staff have a long standing and close cooperation with GGD, a pioneer in the German oil and gas business since 1951, with more than 60 years experience in geophysical operations and consulting and successful track record. OPK and GGD are cooperating with respect to consulting and project analyses. In this particular instance, GGD has reviewed the analytical work performed by OPK and has signed off on the findings in this Report. GGD confirms that Walter Olgemann who has contributed to this Report in accordance with his specific technical qualifications, is appropriately qualified and experienced to act as Qualified Person for the purposes of this report. Walter Olgemann is a qualified geoscientist and a fellow and member of the Society of Exploration Geophysicists (SEG) and European Association of Geoscientists and Engineers (EAGE) and has in excess of thirty years of relevant experience in the exploration and production of oil. Mr. Olgemann has held managerial functions as chief geophysicist in operational activities performed by Deminex as a leading German oil and gas company in Norway, Egypt, Germany as well as other worldwide activities. In addition, Walter Olgemann has built GGD to become a leading geophysical service company in the E&P and mining sector in Germany and acts as its managing director. Peter Eckhard Oehms and Walter Olgemann are professionally qualified and have the experience to act as Qualified Persons under the SGX listing rules.

Statement of independence
OPKs management and GGDs employees are independent of RIH in the services they provide to the company including the opinion expressed in this review. Neither OPK, GGD, nor the authors of this Report, currently have or have previously had any material interest in RIH or related entities. The relationship with RIH is solely one of professional association between client and independent consultant. This Report is prepared in return for fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.
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Aim and use of the Report

This Report presents the views of the Qualified Persons of OPK and GGD using information provided from RIH relating to the properties of Whitewater Production Unit in Colorado and Williston Basin in North Dakota, hereafter referred to collectively as the US Program. These assets include operations with producing wells, recent drilling and potential developments, and licensed exploration and production opportunity interests. The aim of this Report is to provide an independent review of the data relating to contents, completeness and where possible accuracy. The Qualified Persons are assuming that data provided is genuine, unaltered, truthful and complete. OPK and GGD understand that RIH intends to make an Initial Public Offering (IPO) of all of its shares on the Catalist Board of the Singapore Exchange Securities Trading Limited. This Report is intended to be included in the Offer Document in connection with that application and is only intended to be used as a Qualified Person Report for the purpose of listing of RIH on the Catalist Board of the Singapore Exchange Securities Trading Limited within the scope as defined below.

Scope and basis of the Report

OPK and GGD have reviewed the data provided by RIH as well as by the Companys partner company Fram Exploration ASA (Fram), related to the properties of Whitewater Production Unit and Williston Basin, including the topics of Property description (size, location, access, natural and cultural environment) History of property (including exploration and production history) Geological and geophysical setting as well as type and characteristics of reserves and resources Exploration data Reserves and resources estimates and exploration results Planned extraction methods, processing method, capital and operating costing, health safety and environment and production schedule Financial analysis of operations, taxes, liabilities and marketing

RIH and Fram have made available to OPK and GGD a set of data of technical information including geological, geophysical, petrophysical and engineering data and reports, together with financial data and other information pertaining to the fiscal and contractual terms applicable to concerned leases in the US. It should be noted that a valuation of assets described herein is conducted by a third party in a separate report. OPK and GGD has also had meetings and discussions with RIH and subsidiaries technical and managerial personnel and representatives from Fram, the Companys partner with offices in the US and Norway. In carrying out this review, OPK and GGD has relied on the information received from RIH, its subsidiaries, public sources and Fram. It must be pointed out that the work and evaluation of the areas of interests is in large part at its initial phases and still on-going. Consequently the planned drilling campaigns will further narrow the inherent remaining uncertainties over the hydrocarbon volumes reported herein as well as better define potential upsides. OPKs and GGDs review involved reviewing certain of the pertinent facts interpreted and assumptions made by RIH or others in preparing estimates of reserves or resources. RIH is participating in the US Program through an Exploration and Participation Agreement dated 28 August 2012 entitling the Company to a direct 20% participation interest in the Groups Net Revenue Interest (NRI).
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Furthermore, in March 2013, RIH completed a share swap with Fram, resulting in RIH owning a 24% equity interest in Fram, in addition to its direct 20% participation interest in the Groups NRI. For matter of clarity and unless explicitly stated otherwise, all calculations and numbers presented in this Report with respect to the financial analysis relate solely to RIHs 20% participation interest in the NRI interest in the US Program through the joint project with Loyz and Fram and do not account for any equity participation in Fram.7 Proved, Proved plus Probable and Proved plus Probable plus Possible Reserves are quoted as Net Entitlement Reserves reflecting the terms of the applicable leases and Net to RIH reflecting NRI and indirect equity interest(s) presented in accordance with Appendix 7F of the Catalist Rules unless characterized otherwise. OPK and GGD highlight, that any determination of resources volumes, particularly involving continuing field development, will be subject to significant variations over short periods of time as new information becomes available and perceptions change. Not only are such estimates of Reserves and Contingent Resources based on that information which is currently available, but such estimates are also subject to uncertainties inherent in the application of judgmental factors in interpreting such information. Contingent Resources quantities should not be confused with those quantities that are associated with Reserves due to the additional risks involved. Those quantities that might actually be recovered may differ significantly from the estimates presented herein. There is also the possibility that the accumulations and prospects will not result in successful discovery and development, in which case there could be no positive potential present worth. No site visit was made by OPK or GGD to any of the assets in the US reviewed in this Report. The assessment of reserves has been conducted within OPKs and GGDs understanding of the effects of petroleum legislation, taxation and other regulations that currently apply to these properties. However, OPK and GGD is not in a position to attest to property title, financial interest relationship or encumbrance thereon for any part of the appraised properties. It should be understood that any determination of reserve volumes and corresponding NPVs, particularly involving petroleum developments, would be subject to significant variations over short periods of time as new information becomes available or perceptions change. The assessment is made on the basis of data and extensive evaluations made available to OPK and GGD by Fram. In particular, a previous reserve and resource assessment prepared by Gaffney Cline Associates (June 6, 2011) and others, together with technical analyses findings, were reviewed and considered in OPK's evaluation.

The valuation of RIHs 20% US Program participation interest and 24% indirect equity interest in the leases, through the Companys 24% shareholding in Fram Exploration, will as per the SGX-ST Catalist Rules be done by the Companys official valuer Fox-Davis Capital Limited (FDC) in a separate Valuation Report disclosed in the Companys official Offer Document. FDC relies on the reserves and resources estimates published in this Report attributable to RIH. 15

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Standard used
In the preparation of this Report, OPK and GGD used the Petroleum Resources Management System published by the Society of Petroleum Engineers / World Petroleum Council / American Association of Petroleum Geologists / Society of Petroleum Evaluation Engineers (SPE/WPC/AAPG/SPEE) in March 2007 (SPE PRMS). Reserves are those quantities of petroleum that are anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by development and production status. Contingent Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for commercial development due to one or more contingencies. Contingent Resources may include, for example, projects for which there are currently no evident viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their economic status. It must be appreciated that the Contingent Resources reported herein are unrisked in terms of economic uncertainty and commerciality. OPK does not report on prospective resource volumes due to the disclosure rules stipulated by the SGX-ST pertaining to Mineral and Oil & Gas Companies.

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Property description
The leases in RIHs US Program in Colorado and North Dakota are presented in Table 5 below:

Table 5:

Overview of the leases in Colorado and North Dakota and the US Program partners combined minimum Net Revenue Interest in the respective leases
Location Whitewater Unit, CO Coury Ranch CO Hamilton Ranch, CO South Greene Field, ND Culver Area, ND Other ND Type Lease Lease Lease Lease Lease Lease Acres leased 47,294 1,848 1,306 695 709 8,250 Minimum NRI 81.25* 87.50 87.50 80.00 75.00 80.00 Lease expiry Date Held by Production (HBP) March 2016 September 2016 530 HBP, 160 exp. April 2014 Various Various 27.52
9

RIHs interest in %

Project status

Type of oil

27.95

Development

Very light

Appraisal

Medium gravity

*Clemens Capital has a 5% carried working interest

Current development plans are directed at the oil bearing part (19,000 acres) of the Whitewater lease acreage and at the South Greene field (695 acres). The remaining acreage in Colorado and North Dakota has exploration potential which can subsequently be addressed by additional seismic data acquisition and extended drilling campaigns.

Derived from

(i) RIHs direct 20% interest in the US Program calculated as follows: Group Minimum NRI for the Colorado leases (81.25%) x RIHs direct interest in the US Program (20%); and (ii) RIHs 24% equity interest in Fram calculated as follows: Group Minimum NRI for the Colorado leases (81.25%) x Frams direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration (24%).
9

Derived from

(i) RIHs direct 20% interest in the US Program calculated as follows: Group minimum NRI for the North Dakota leases (80%) x RIHs direct interest in the US Program (20%); and (ii) RIHs 24% equity interest in Fram calculated as follows: Group minimum NRI for the North Dakota leases (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%). 17

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Table 6:

The stratigraphy and lithology of the Fram assets in the Piceance and Williston Basins
Time period Period Time in million years 2 Tertiary 65 65 Cretaceous 145 145 Jurassic 207 Triassic Permian Carboniferous 368 368 Devonian 408 Silurian Ordovician 508
Limestone/ Dolomite

Piceance Basin Mesa & Delta County (CO) (Whitewater)

Williston Basin Renville County (ND) (Culver, East Smith and others) Sheridan County (MO)

Mancos Group Dakota Formation Morrison Formation

207-245 245-290 290 Kisbey Sands Mission Canyon Formation (Bluell & Sherwood Mbr) Bakken Formation Nisku Formation Bakken Formation Winnipegosis Formation Ascheren Formation Interlake Formation Gounton Formation Red River Formation
Sandstone Limestone Dolomite D

408-438 438

Type of reservoir:

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History of Property
1. Piceance Basin, Whitewater, Colorado In Colorado, Fram is the sole operator of the Whitewater Unit, which comprises a total of 90,451 gross acres (366 km2). Fram has a total of 136 leases on 47,294 net mineral acres (191 km2) within Whitewater Unit and a total of 50,448 acres (204 km2) in the state of Colorado. The Whitewater asset contains six oil and gas bearing formations, some of which contain hydrocarbon reserves and resources verified by third party reports. Initial drilling within the Whitewater Unit was done in an exploration program executed in the 70 s and early 80s when Mitchell Energy drilled seven wells in 1974 and 22 wells from 1979 through 1981. In 2002 and 2003, Evertson Operating drilled an additional seven wells, and South Oil Company and Aspen Well Drilling drilled 11 wells in 2005. During this prior drilling, hydrocarbons, primarily natural gas, were encountered in all wells within the Dakota and Morrison Formations (although a few wells did also encounter oil within the Dakota Formation). However, pipelines did not exist and the small volumes were not significant to warrant a development. Therefore, all of the wells were plugged and abandoned. The Trans-Colorado gas Pipeline (TSP) was built in 1996 through the Whitewater Unit and is connected to the unit at two gathering stations, providing a ready sales channel. The TSP is connected to the Rocky Mountain Express (REX) pipeline and provides a secure and cost efficient transportation infrastructure for the Whitewater gas. However, because of the presence of both inert gases such as nitrogen as well as of carbon dioxide in the produced natural gas and because of the current low price of natural gas, it is not economically viable to produce natural gas from the Whitewater Unit at this time.

Figure 1

Whitewater area, Piceance Basin in NW Colorado. Source: Fram

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Whitewater is located in NW Colorado in the Piceance Basin, a US geological basin which covers much of NW Colorado and NE Utah. The basin contains significant reserves of hydrocarbons in both conventional and unconventional reservoirs. It contains natural gas, oil, and coal, and has one of the richest oil and gas shale deposits in the world. With advances in hydraulic fracturing, the shale gas deposits in the basin have been increasingly exploited and the basin contains five of the top 50 gas fields in the US as of 2009.

Figure 2

Geology of the Whitewater area. Source: Fram

While much of the gas development in the Piceance Basin has centred on the Williams Fork Formation in the Mesa Verde Group, the Group is currently focused on the Dakota Formation, where Fram discovered oil in July 2010. The Dakota Formation also contains significant gas reserves that the Group may further commercially exploit, following the successful development of the oil reserves. Below the Dakota Formation, the Group has identified gas reservoirs in the Salt Wash and Brushy Basin members of the Morrison Formation, which the Group expects to also develop in subsequent campaigns after first commencing the exploitation of the oil assets. Prior to the acquisition of Whitewater, drilling in the 70s and early 80s had been focused on the Dakota Formation (62 wells drilled in total) and on the deeper Morrison Formation (11 wells drilled). These wells had encountered good gas-bearing sandstones with the result that the initial leaseholders had focused on exploiting the natural gas. No sales channels for gas produced from the field existed prior to 2006 after which the original owners established pipeline infrastructure by connecting to the regional gas delivery system, prior to eventually encountering financial difficulties.

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Fram has executed an exploration/appraisal program of 10 wells in Whitewater, Colorado. The objectives of these wells have been to confirm the geological understanding and investigate the fluid distribution. According to Fram the drilling program has succeeded in confirming the geological model as well as establishing the validity of high-angle wells as a preferred well type for the development wells. The program has also resulted in an understanding of the wax deposition in the shallower parts of the reservoir as the trapping mechanism, information that is incorporated in the updated reserves estimates. OPK has discussed each individual well with Fram and it was noted that five wells (Whiting 26-5, Federal 12A-1-1, Siminoe 32-2-J, Eberly 23-4-M and Kelley 32-2-B) were targeted for gas in various formations. However due to depressed gas prices in the US, Fram then revised its strategy and drilled further wells targeting oil pools in the Dakota Formation. Due to limited financial resources and operational problems, only well Mansur 33-1-K successfully penetrated the geological targets, but an increasing wax problem caused initial oil production of 30 bpd to drop to 10 bpd. Two of the other wells (Jensen 1-3-O, Mansur 33-1-G and Siminoe 33-2-2) in principle confirmed the geological model for the Dakota Formation, but for operational reasons did not manage to be completed as horizontal producers. Well Mansur 33-4-C was a geological failure and missed the target sands. In summary, OPK believes there were four reasons why Fram has achieved production from only two wells in Whitewater so far: 1. Change from gas strategy to oil strategy only after drilling five commitment or exploration wells 2. Unsuccessful drilling or completion results in oil wells, possibly due to lack of operational experience of the drilling contractor 3. Initial inexperience with geological play 4. Lack of finance.

Lease position Fram Operating LLC is the Operator of 90,451 acres federal unit, the Whitewater Unit, which is administered by the Bureau of Land Management (BLM). Within the Whitewater Unit, Frams leases by end of March 2013 were approximately 47,294 net acres. Under the terms of its lease agreement, none of its leases expire until a producing area is established. When a producing area is established, continued production on just one well will hold all of the leases for five years. Following the initial five years, leases can be held for an additional five-year period so long as a new well is spudded each 90 days. Following this initial 10-year period, further extensions are available. On 15 July 2010, the BLM issued a notice that the Siminoe 32-2-J well was capable of producing in paying quantities and further on 28 February 2012 the Mansur 33-1-K was issued a similar notice. To validate the Whitewater Unit, the unit agreement requires that Fram drills six commitment wells. Fram has fulfilled all drilling requirements for the unit. Outside of the Whitewater Unit, Fram owns additional leases covering approximately 3,154 net acres in Colorado. The leases are of standard Producers 88-Paid-Up form. In case of production, pooling and/or continuous operations, the leases remain in force. Continuous operations occur when there are not more than 90 days elapse between the completion or abandonment of a well and the beginning of operations on a subsequent well. The standard lease provides for a 12.5% royalty and a five or seven-year term. Net Revenue Interests in Whitewater average approximately 81.25% including the 5% carried working interest.

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Figure 3

Frams Whitewater lease area. Source: Fram

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2.

North Dakota Williston Basin

The Williston Basin is a large sedimentary basin of more than 90 million acres, which is roughly the size of the entire mainland of Norway. The structure is five kilometres thick with sediments ranging in age from early Paleozoic to Quaternary. The basin, one of the most prolific hydrocarbon basins in North America, blankets much of Montana and North and South Dakota in the US as well as the Saskatchewan province of Canada.

Figure 4

Stratigraphy in the Williston Basin. Source: Fram

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Fram holds 9,654 leased acres in Renville County in North Dakota and has mapped numerous exploration leads within the shallow marine carbonates of the Mission Canyon Formation. There are four main drillable prospects that Fram is currently targeting and exploration of the prospects commenced in March 2011 when the first well was drilled on the South Greene prospect (former East Smith). The Funke #1 well was completed in April 2011 and found 32 feet of net pay, i.e. oil bearing effective reservoir thickness. The upper 4 feet of the net pay was perforated and yielded an initial production of 100 bopd. The well has since been on production and is currently producing at 10 bopd. The well is now scheduled for recompletion and perforation of the lower 28 feet.

Figure 5

Frams leases in the Williston Basin. Source: Fram

Drilling in the South Greene Field has been the focus of the Fram activities since 2011. In total four wells were drilled, i.e. well Funke-1 (oil discovery), well Laura Funke-4, Donovan Funke-3 (both with oil but low permeability reservoirs) and well Zeltinger-1 (no permeability). The lack of adequate porosity and permeability in some wells is explained by Fram as being the result of late calcite cementation. Fram has presented evidence from adjacent fields, which demonstrates that sustained oil production can be achieved by perforating the entire reservoir interval and applying measures for pressure maintenance such as water injection. Once the Group firmly plans such measures to the South Greene field, OPK will see the conditions for a field development and reserves certification as established. In addition to the South Greene field, there are a number of undrilled leads, which are planned by Fram to be drilled and matured into prospective resources. In the opinion of OPK, these leads constitute an attractive exploration and growth potential (Figure 6), however, are not discussed in this Report.

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Figure 6

Renville County, North Dakota fields and Fram acreage. Source: Fram

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Resource and Reserve Estimates

Volume calculations Whitewater
Methodology and workflow Subsurface work and geological modelling is organized by Fram in a number of generations, where each generation comprises five phases: Phase 1 - Data gathering and loading all data into company database (Tigress). This includes dynamic data/production data - non-digital data all digitized. Phase 2 - Data analysis and interpretation (all in Tigress) following a set of minimum guidelines (check-list) for each sub-phase (geology, geophysics etc.). Phase 3 - Establishing a geological model through integrating all known data (Tigress) - this includes extensive use of conceptual geological modelling to help identify the consequences of the various interpretations. Phase 4 - Transferring the geological model to 3D geomodel (RMS), this is done in a proactive manner using the predictive (sequence stratigraphic) facies model, which is then used for simulation and history matching. Phase -5 - Transferring the geomodel to GeoX for economic calculations. As substantial new data becomes available and requiring reinterpretation and update, the process is repeated generating a second-generation model. In addition, a New venture - evaluation scheme has been established aimed at quickly interpreting new opportunities following a fixed list of evaluation criteria aimed at ensuring an objective evaluation and possible comparison with existing portfolio use of GeoX. Volume calculations were performed in GeoX and RMS by Fram and others on the basis of production data and geological modelling. OPK has performed a plausibility check of the input parameters and methodology. Due to the inherent uncertainties, the calculated volumetric estimates constitute a first approximation and should be revisited after more production experience is achieved from planned wells. The methodology as such is considered appropriate by OPK for the targets evaluated by Fram. Area The lease areas are divided into an oil-bearing part and a gas bearing part. The transition between the two parts is illustrated in Figure 8 as a zone of significant wax appearance and viscosity sensitivity. Wax appearance is a function of source rock type and temperature in the reservoir. The structurally deeper oil bearing area is located to the east of the wax zone and this area of higher temperatures constitute approximately 40% of the entire lease area, i.e. about 19,000 acres. OPK considers the mapped oil-bearing acreage of 19,000 acres to be an appropriate basic assumption for volumetric calculations performed in GeoX, i.e. the wax zone itself is not included in the calculation and constitutes a potential reserve upside. The participation level of the Group in the licenses is also factored-in and reserves and resources are reported on that basis.

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The volumes for the Whitewater Unit are laterally limited with license boundaries. A depth interval (3,250 feet +/- 100) defining a temperature interval with viscosity sensitivity is used as an upper limit for the Dakota Formation volume estimates. This is taken into uncertainty calculations as a correction factor.

Figure 7

Viscosity sensitivity zone. This is included in the uncertainty calculation.

Gross and net sand interval The Mansur 33-1-K well is considered by Fram to be representative of the field and adjacent areas. The well encountered some 93 ft. of Dakota sandstone reservoir with some net sand of about 37 ft., which results in a net-to-gross ratio of 40% and an average net sand porosity of 11.4%. OPK has reviewed the Fram well database in both hydrocarbon and non-hydrocarbon bearing locations. The well database allows a statistical determination of gross and net thicknesses, porosities and other parameters. These have been used to generate cross plots of net-to-gross ratios and other parameters.

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200 180 160 Gross thickness (ft) 140 120 100 80 60 40 20 0 0% 10% 20% 30% 40% Net gross ratio Figure 8 Gross thickness vs. net-to-gross ratio for Dakota sandstones in the Whitewater field 50% 60% 70% 80%

The graph confirms a range of gross thicknesses for the Dakota sandstones between 60 and 140 ft. with a clear concentration between 80 and 120 ft. with a mean of 100.9 ft. OPK considers the average assumptions used by Fram to be reasonable. It should be noted that a substantial part of the net-to-gross ratio is in the range of 25 to 50%. Based on recent research (2011) by Pranter et al., this range offers a good chance that individual channels may be connected, which could then allow for higher production efficiency compared to isolated, individual channels. Furthermore, according to Pranter et al. 2011, results of static connectivity analyses for the Williams Fork Formation, which has a similar depositional environment as the Dakota Formation, show how variations in fluvial sandstone body shape, size and orientation affect static connectivity. 3-D models of connected sandstone bodies for 160-, 40-, and 10-acre spacings for the mean width scenario (intermediate orientation and fanshaped object scenario) indicate how static connectivity increases with the net-to-gross ratio and well density. The increase in static connectivity versus the net-togross ratio is not always linear (Figure 10) as the S-curve trend demonstrates for the 160-acre wellspacing case. However, as well density increases, the relationship between static connectivity and the net-to-gross ratio becomes more linear. The planned field development of Fram anticipates 80 acres per well, corresponding to a connectivity of up to 90% between the individual channels according to the model. Furthermore, Fram has modeled net pay maps for the license area with pay thickness ranging from 0 to 70 feet. According to Fram, an average pay thickness of 33 feet is observed. The model includes a variation of conditions such as net-to-gross ratio, well spacing and facies. This model is based on field observations and can be used for predicting optimum well spacing in the Whitewater area where effective reservoir areas (channel facies) are interfingering with poor reservoir zones (overbank deposits). OPK has put particular emphasis on investigating the availability of channel sands with adequate reservoir characteristics. This is of importance since the available wells did not prove without doubt a sustained oil production above economic cutoff. However, after reviewing geologic data from
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analog settings, we are satisfied with and find it plausible that the reservoir models presented by Fram represent a realistic basis for planning production wells and predicting oil production in the Whitewater Unit. The following figure illustrates an important aspect related to productivity. It addresses the question whether individual sand channels are connected, which would then provide larger pools and therefore an increased chance to achieve sustainable production. The figure confirms that connectivity between channel sands is likely to occur at an 80-acres well spacing as suggested by Fram.

Figure 9

Connected sandstone bodies for various model net-to-gross ratios and well spacings. Source: Matthew J. Pranter and Nicholas K. Sommer, 2011; Static connectivity of fluvial sandstones in a lower coastal-plain setting: An example from the Upper Cretaceous lower Williams Fork Formation, Piceance Basin, Colorado

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Figure 10

Graph of net-to-gross ratio versus connectivity for the mean width, intermediate orientation, fan-shaped object scenario for all well spacings analyzed. The P10, P50, and P90 connectivity values (based on 30 realizations) are plotted. At a low well density, the connectivity is low at a low net-to-gross ratio, then increases between a 20 and 30% net-to-gross ratio-, and finally levels off at a net-to-gross ratio more than 30%. These results represent an S-curve relationship (gray shading) between net-to-gross ratio and connectivity at a low well density (e.g. 160-acre well spacing). As the well density increases, the connectivity increases more linearly with increased net-to-gross ratio. At a 10% net-to-gross ratio, for a 10-acre well spacing, the connectivity is typically more than 60% and can be as high as 85%, depending on the widths of the sandstone bodies.

Based on the graph in Figure 10, there is a probability of more than 70% that individual fan shaped sands with a net-to-gross ratio of over 30% are connected. The field study was performed by Pranter et al. for the Upper Cretaceous Williams Fork Formation and in the opinion of OPK, the conclusions are also relevant for predicting connectivity in the Lower Cretaceous Dakota sandstones.

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Porosity A wide range of porosity cutoffs are applied to inspect the effect on net-to-gross and resulting STOIIP. Fram has used porosity cutoffs of 7.4, 8.6 and 10.6%, which correspond to permeability cutoffs of 0.05, 0.1 and 0.3mD. Fram is of the opinion that sands above an 8% cutoff will contribute to oil production from the Dakota reservoir. OPK has reviewed the Fram assumptions and considers these to be reasonable. Highest production rates are expected from clean channel sands with high porosities and permeabilities. However, also the low porosity zones with values above the cutoff applied will contribute to the oil production, in particular if such zones are connected to higher porosity intervals via channel sands. The net sand thickness vs. net sand porosity cross plot shows no distinct trend and average porosities between 2 and 16% are observed for the Dakota Formation with two maxima at about 5% and 11%. According to Fram this is related to differences in depositional environment, i.e. the population to the right represents effective reservoir conditions in form of channel fill deposits whilst the population to the left rather represents an overbank environment with crevasse splays and thin fine grained sands, i.e. non reservoir. The porosity cutoff at around the 8% levels accordingly differentiates between two populations of reservoir and non-reservoir facies. Modeling of porosities in RMS using raw data a 12.7% cutoff and model data indicate that effective porosities in channel sands can reach values above 25%. The wells will be drilled such that multiple higher-than-average porosity sands can be reached by each wellbore, laying grounds for sustainable production. Fram has modeled the data and concludes that horizontal wells should penetrate up to seven channel sands compared to one to two in vertical wells.

Porosity distribution in the Dakota Fm.

14 12 10 8 6 4 2 0 Porosity Dakota Fm.

8%

2%

4%

6%

10%

12%

14%

16%

Figure 11

Net sand porosity distribution of Dakota sandstones for the Whitewater field based on average values per well.

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Dakota Formation
50 45 40

Net Sand thickness (ft)

35 30 25 20 15 10 5 0 0% 2% 4% 6% 8% 10% 12% 14% 16% 18%

Net Sand Porosity

Figure 12

Net sand thickness vs. porosity for Dakota sandstones in Whitewater field based on average values per well

This crossplot of average porosities confirms the presence of two populations, representing reservoir or non-reservoir facies. OPK supports the interpretation of two clear maxima.

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Figure 13

Net sands vs. Phi-cutoff I

Figure 14

Net sands vs. Phi-cutoff II

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Dakota sandstone porosity (PHI)

Figure 15

Porosity distribution in channel facies. Input vs. output porosity: Porosity distribution for raw data (well-logs), BW (upscaled wells) and the 3D porosity model

OPK has reviewed the input data and methodology applied and considers the assumptions made by Fram as reasonable. Fram has adopted advanced 3D modelling techniques, which are calibrated using available wells and outcrop data in order to model channel sizes and distributions in the Dakota and Morrison Formations in the lease areas. Reservoir modelling has been carried out by third parties based on input provided by Fram. Particular emphasis has been put on critical aspects such as cutoffs and wax zones. The RMS study is well suited to address the ranges of uncertainties for the individual reservoir parameters. However, since the project has limited production experiences, OPK considers the results of RMS to constitute an upper case for the Whitewater Dakota reservoir. In OPKs opinion, a 12% average porosity will be most common for zones with reservoir facies and is supported as average for volumetric calculations. Fram has also performed a separate assessment in a Segment Analysis Report which evaluates part of an area in order to approximate reserves and sensitivities for the planned field development. The results of this study represent a realistic case for the assumed 15,000 acres in that model (GeoX model area), despite an average 13% porosity assumption. Since the entire oil area is calculated by Fram to extend to 19,000 acres, it is reasonable to assume a proportionately higher volume as indicated in Table 10. Due to the on-going production, the P90 reserves are classified by Fram as 1P whilst the mean success volumes qualify as 2P reserves. Accordingly, OPK considers the ranges of calculated STOIIP output data as presented in Table 7 to represent a possible range. However, OPK in its assessment has considerably narrowed that range by using the GeoX calculations as described below. With respect to Recovery Factors, the prognosis of Fram is generally in the range of 15-16%, which are figures derived from the 3D reservoir model. The underlying facies model and expectations as to number and quality of reservoir sands are backed by well data and outcrop studies. OPK considers these to be reasonable assumptions under the circumstances (lack of field production experience), but will require a strict adherence to the planned development concept presented by Fram, which is based on horizontal wells and a maximum well spacing of 80 acres.

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Table 7:

Whitewater volume calculations (RMS)

STOIIP MMBbl P10 Mean P90 221 173 135 Recoverable MMBbl 47.2 27.7 16.4

P90, Mean, and P10 recovery factors are 10%, 16%, and 25%, respectively.

Table 8:

Whitewater volume calculations (GeoX simulation on 15,000 acres)

STOIIP MMBbl P10 Mean P90 121.2 108.9 97.6 Recoverable MMBbl 20.9 16.1 11.8

Table 9:

Input Parameters for the GeoX simulation

P10 Area of closure [acre] Reservoir thickness [ft] Net/Gross ratio Porosity Oil saturation Recovery factor 15,000 112.3 0.337 0.135 0.245 0.19 Mean 15,000 105.0 0.325 0.13 0.23 0.15 P90 15,000 97.7 0.313 0.125 0.215 0.11

OPK has reviewed the input parameters to the RMS calculations and considers the assumptions to be on the high side. The input parameter of 15,000 acres for the GeoX simulation is considered a conservative estimate as this does not include the entire oil bearing area. The remaining input parameter estimates are supported by OPK.

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Figure 16

Recoverable resources in a GeoX simulation of an area of 15,000 acres

Table 10:

Whitewater volume calculations (GeoX, modified to 19,000 acres).

STOIIP MMBbl P10 Mean P90 153.5 137.9 123.6 Recoverable MMBbl 26.5 20.4 14.9

OPK has looked into the range of potential recovery factors, which are part of the RMS modeling performed by Fram and finally used in GeoX. The recoverable volumes calculated by Fram result in 27.7 MMBbl recoverable oil. OPK has reservations as to the upper-end figures used in these calculations due to the lack of reference data from other wells. Accordingly the volumetric calculation supported by OPK is based on GeoX, modified to 19,000 acres, resulting in 2P Reserves estimates of 20.4 MMBbl (100%) recoverable for the Dakota Formation. In the opinion of OPK, this is a reasonable mean case for the Whitewater area.

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Uncertainty discussions

Figure 17

Porosity and permeability plot of the Dakota Formation, Whitewater area

The composite uncertainty is dominated by the uncertainty in the porosity cutoff. Figure 17 illustrates the porosity and permeability relationships based on core measurements from three wells in the Whitewater area. The analysis shows a significant population of data points above 10 mD permeability and 10% porosity, which gives assurance that sustainable oil flow can be achieved. OPK believes this conclusion to be reasonable.

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Monte Carlo simulation

In order to further quantify the uncertainties, Fram performed a Monte Carlo simulation in addition to the RMS calculation. In a first step, for cutoff porosities of 7.4%, 12.7% and 14.4%, STOIIP was calculated in ten realizations each, using the same input parameters as for the RMS calculation.

Table 11:

Whitewater - Monte Carlo results

Total License STOIIP (Bbl) Porosity cutoff p 7.4 % 5 218,701,188 223,125,633 221,274,179 221,982,366 202,193,069 215,502,060 224,146,926 219,698,950 214,862,586 209,025,682 12.7 % 10 161,448,213 165,634,035 161,392,440 166,371,523 147,479,291 159,527,850 167,363,070 163,811,624 158,513,960 153,302,092 14.4 % 5 165,634,035 161,392,440 166,371,523 147,479,291 159,527,850 167,363,070 141,588,015 138,335,710 133,141,459 129,107,136

The model then selected one of the three porosity cutoff values according to a discrete probability distribution and randomly chose one of the ten realizations. Based on a triangular distribution for recovery factor, 10% defined as P90, 16% as P50 and 25% defined as P10, the recoverable resources were calculated from the respective STOIIP. The results from this Monte Carlo Simulation are summarized below. They are in good accordance with the results from the RMS calculation.

Table 12:

Whitewater - Resulting volumes from the Monte Carlo statistics

Monte Carlo statistics Recoverable volume (MBbl) STOIIP (MBbl) Mean 29,110 176,177 P90 15,857 134,575 P50 27,953 161,578 P10 43,552 221,452

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Volume calculations Williston

South Greene field The volume calculations for the South Greene field were performed in RMS, based on a geological model for the South Greene license developed by Fram. The volumetric calculations of the resources in the Williston Basin are based on the oil-bearing part of 695 acres at the South Greene field. The South Greene field is a producing asset and a development plan exists for the area. However, apart from well Funke-1 there is doubt that any of the other three wells drilled so far can contribute to sustainable production. OPK considers remediation measures such as water flooding or extended perforations are required to make South Greene a viable oil field development. Accordingly OPK has characterized these volumes as 2C resources. Some 10 wells are scheduled to be drilled during the 24 months following spudding in Q2 2013. Adjacent to the South Greene lease, the Smith field (not part of the US Program) has 20 years production history with comparable reservoir parameters. The production wells in the Smith field have proved rather high initial production rates and subsequently attractive accumulative oil production per well. This could be an analog for any new discoveries, including the South Greene field.

Table 13:

The adjacent Smith field serves as a productive analog and has the following statistics:
Well Status Number 12758 P&A 12704 Prod 12759 Prod 12740 Prod 13661 Prod 12587 Prod 11946 Prod 12492 Prod 12640 Prod 11914 Prod 12407 Prod 12418 Prod 12376 Prod 12410 Prod 11902 Prod 11777 Prod Average Total *Initial Production Sher-wood Thick-ness 94 <50 78 73 70 60 89 64 62 78 48 63 46 68 61 68 IP* 107 126 40 63 88 97 185 150 275 338 375 258 328 386 641 682 250 Perforation 8 14 8 16 28 16 35 42 28 29 28 20 27 24 19 28 IP 1 month 89 86 35 60 92 100 69 134 234 204 266 222 360 430 524 238 196
st

Cum. oil in Bbl 14,212 25,175 34,948 46,146 66,450 68,295 85,265 122,442 169,938 224,818 241,093 270,719 451,679 478,958 56,292 584,575 230,000 2,881,200

Cum. water in Bbl 36,985 148,364 365,849 64,275 409,478 106,124 279,658 1,070,298 191,687 90,213 349,314 633,722 1,366,167 2,681,516 577,517 1,744,086 10,115,253

Years on production 4 22 21 21 16 22 25 23 22 25 23 23 23 23 26 26 22

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Figure 18

Smith Field production parameters

Initial production per well: Hyperbolic decline: Total well production:

200 bbl 26.5 % 230,000 bbls (after 20 years)

STOIIP for the field The STOIIP volumes for the field are laterally limited by the South Greene license boundary. No fluid contact is observed, and the volumes are restricted by the vuggs within carbonate facies. Sensitivities with porosity cutoffs are run for 20 realizations of the property model. These were used as input to the Monte Carlo simulation.
Table 14:

STOIIP sensitivities at Williston. Porosity cutoff sensitivities for 20 RMS project realizations
Porosity Cutoff No cutoff 0.08 0.10 0.12 * Average of 20 realisations STOIIP (MMBbl)* 2.3 2.2 2.1 1.7

The RMS calculations as determined by Fram are considered by OPK to be a fair assessment of the South Greene Field reserves. Future upsides and enhancements are expected from production drilling in the field as well as exploratory drilling of prospects and leads. OPK recommends that Fram utilizes available seismic data for detection of porous carbonates with the objective of aiming at fault zones as these are expected to deliver areas of enhanced oil flow characteristics.
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Monte Carlo simulation

Based on a triangular distribution for recovery factor: 5 - 15 - 20 %, the STOIIP was calculated from different realisations calculated by a range of porosity cutoff values. The model selects between the three cutoff values, with a discrete distribution. Then one of the realizations is selected randomly; see Table 15 below.

Table 15:

Williston - Input from RMS calculations

Total license STOIIP (Bbl) Porosity cutoff P 8% 5 1,765,880 1,883,669 2,919,681 2,392,476 1,931,736 2,588,171 2,489,333 2,282,663 1,804,323 2,399,741 3,345,532 2,047,097 1,972,576 2,156,791 2,327,434 1,733,010 2,615,783 1,695,736 1,913,829 2,056,840 10% 10 1,652,582 1,741,514 2,745,020 2,244,025 1,772,296 2,421,133 2,297,249 2,128,569 1,687,415 2,249,704 3,166,040 1,871,788 1,838,980 1,990,571 2,171,465 1,600,622 2,411,673 1,582,702 1,741,029 1,909,508 12% 5 1,401,455 1,429,294 2,315,389 1,886,575 1,431,879 2,013,679 1,890,538 1,775,252 1,415,834 1,919,502 2,717,124 1,508,502 1,527,629 1,639,304 1,809,060 1,315,153 1,946,511 1,325,135 1,414,155 1,564,116

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Table 16:

Williston - Resulting volumes from the Monte Carlo statistics

Monte Carlo statistics Recoverable volume (MBbl) STOIIP (MBbl) Mean 270 2,019 P90 164 1,510 P50 264 1,912 P10 384 2,617

Table 17:

Williston - recoverable resources in million barrels based on Monte Carlo simulations

Recoverable resources in MMBbl P10 Mean P90 0.38 0.27 0.16

These numbers are supported by actual well results in the area and therefore OPK is of the opinion that the presented assumptions for STOIIP are realistic. Fram has adopted a recovery factor of about 14%. In OPK's opinion, this also represents a realistic assumption, for this play type in the area in particular if enhanced recovery measures such as water-flooding are applied. OPK believes the resources at Williston have the potential to offer significant exploration upside but that any increase in prospective resources will require positive drilling results from future exploration wells.

Culver West Greene

Smith

Norma

South Greene

Figure 19

Williston: Location of fields and prospects 42

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Table 18:

Williston: Calculated and real produced volumes

West Greene Culver Norma Smith South Greene

In place volumes in Bbl

8,760,000

4,500,000

2,451,000

18,000,000

1,912,000

Recoverable volumes in Bbl Reported accumulative production until beginning of 2012

2,352,000

805,000

490,000

3,700,000

264,000

730,000

190,000

101,000

3,740,000

10,000

The table above summarizes production results from adjacent fields and discoveries. OPK notes that assumptions used by Fram in determining its resource estimates for South Greene are within the ranges identified in the above tables. Fram integration of geological data Fram has conducted a comprehensive geological and geophysical study to integrate the available data into a reservoir model for the Mission Canyon carbonates. The analyses of seismic data, well data and outcrops are used to determine the structural configuration, depositional environment, stratigraphy development and facies distribution of the carbonate rocks. This is illustrated by seismic examples, which confirm that such reservoir facies are often associated with carbonate build-ups.

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Figure 20

Isochron map of the East Smith lead and the Smith field as interpreted by Fram

Further analyses of cores from 40 wells and well logs were used by Fram to understand the development of secondary porosity and reservoir-trap formation. The following two figures address the aspect of spatial distribution of reservoir facies, which can be interpreted as shifting facies belts during geologic time. This means that at any time there is a lateral distribution of reservoir (Carbonate and blue) to non-reservoir (Anhydrite) facies (Figure 21 and Figure 22).

Figure 21

Mission Canyon and Charles Formations. The figure shows the lateral facies changes from reservoir conditions (left) to non-reservoir condition (right).

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Figure 22

Depositional environment; inner to back ramp. The diagram shows the lateral facies changes from reservoir conditions (Carbonate) to non-reservoir condition (Anhydrite).

The exploration approach by Fram is aimed at predicting carbonate zones within subtidal offshore shelf zones. These zones have the highest chance to generate porous reservoirs in the play pursued by Fram.

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Resource and reserve estimates

Resource and reserve estimates for the US Program in compliance with the Catalist Rules are presented in Table 19 and Table 20 below:
Table 19:

Listing of RIHs Whitewater attributable oil reserve estimates

Groups Gross reserves for the US Program 1P (Proved) 2P (Proved + Probable) 3P* (Proved + Probable + Possible 14.9 20.4 RIHs total net reserves for the US Program 4.1 5.7 Remarks RIHs net reserves RIHs net reserves from its direct from its 24% 20% interest in equity interest in 10 11 the US Program Fram 2.4 3.3 1.7 2.4

Category

Oil reserves in MMBbl **

26.5

7.4

4.3

3.1

* Total reserves are equal to the 3P estimates. ** Volume estimates are in accordance with the SPE PRMS definitions.

10

The RIH net reserves from the direct 20% interest in the US Program are calculated using the following formula: Group Gross Reserves x Group Minimum NRI for the Whitewater lease area (81.25%) x RIH s direct interest in the US Program (20%) The RIH net reserves in the US Program from the 24% equity interest in Fram are calculated using the following formula: Group Minimum NRI for the Whitewater lease area (81.25%) x Fram s direct interest in the US Program (60%) x RIHs equity interest in Fram Exploration (24%) 46

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Table 20:

Listing of RIHs Williston Basin attributable oil resources estimates

Remarks Groups Gross contingent resources for the US Program 1C 2C 3C* 0.16 0.27 0.38 RIHs total net contingent resources for the US Program 0.044 0.074 0.105 RIHs net contingent resources from its direct 20% interest in 12 the US Program 0.026 0.043 0.061 RIHs net contingent resources from its 24% equity interest 13 in Fram 0.018 0.031 0.044

Category

Oil Resources in MMBbl**

* Total contingent resources are equal to the 3C estimates. ** In accordance with the SPE PRMS definitions, the resources volumes are cumulative (2C includes 1C and 3C includes 2C).

It should be noted that the Williston area, in contrast to Whitewater, is defined by individual oil accumulations. Contingent resources are currently confined to the South Greene field. There also exists further upside potential at the South Greene field and adjacent prospects but this is classified as prospective resources and is therefore not considered in this Report.

12

The RIH net contingent resources from the direct 20% interest in the US Program are calculated using the following formula: Group gross contingent resources x Group minimum NRI for the South Greene lease area (80%) x RIHs direct interest in the US Program (20%) The RIH net contingent resources in the US Program from the 24% equity interest in Fram are calculated using the following formula: Group minimum NRI for the South Greene lease area (80%) x Frams direct interest in the US Program (60%) x RIH equity interest in Fram (24%) 47

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Exploration data
Fram's geological work in Whitewater Fram has done extensive geological and geophysical work to understand the sedimentary evolution, structural setting, and the distribution of reservoir properties of the Dakota Formation. The Dakota Formation is the main reservoir in the Whitewater area. Fram's geological model is the result of the integration of various studies. These studies include regional surface mapping and outcrop reservoir section logging, analyses of cores and cuttings from wells and the interpretation of electric and image logs of wells. The conclusions for the entire field rely heavily on well Mansur 33-1-K, combined with the RMS models generated by Fram for the Whitewater Unit leases. This approach allows the definition of the dimensions and stacking patterns of channel sands that form the main reservoir rock units. In addition to well Mansur 33-1-K, also nearby wells Mansur 33-1-C and Mansur 33-1-G were used by Fram in defining reservoir sand intervals, net-to-gross ratios, porosity cutoffs and pressure depletion. Well Mansur 33-1G ST1 (sidetracked) encountered 9 reservoir intervals with porosities in the range of 12% whilst well Mansur 33-1-K encountered 7 sands with porosities up to 14%. Fram has used this information to build a plausible porosity/permeability correlation and reservoir model for the Whitewater Unit, which will be updated once results from the new drilling campaign become available. Fram has observed three types of channel systems in the Whitewater Unit; stacked channels, channel systems with lateral accretion and incised valley channels eroding into the formation below (Cedar Mountain Formation). In the Dakota Formation, systems with lateral accretion were seen to be dominating. Individual channels with rippled beds are also observed. As a result of the geological model Fram has drawn conclusions regarding porosity-permeability correlations, percentages of net reservoir in channel sands, predictive model for the number of channels to be reached per well, pore volume connectivity and volumes, recovery and production rates, as well as pressure observations and material balance considerations. OPK has evaluated the model presented by Fram and sees convincing evidence that Frams assumptions and conclusions are based on reasonable data and evaluations. In addition they are supported by third party geological studies in the region (see Appendix 2).

Fram's geological work in Williston The assessment methodology performed by Fram uses geologic data from wells and adjacent fields. Particular challenges for Fram are the identification of reservoir intervals with preserved porosities and permeabilities of the following types: 1. Grainstones without matrix 2. Packstones with matrix but porosities stemming from dissolved fossils 3. Shallow water algal mats OPK considers the approach by Fram an adequate approximation, however, it is recommended to apply seismic technologies to pinpoint zones of higher porosity. In addition, appropriate drilling and completion techniques will be key success factors for both areas and should be addressed by Fram accordingly. In the Whitewater Unit, a key learning by Fram is the drilling of horizontal wells in order to encounter multiple reservoir zones as opposed to drilling vertical wells, which leads to the encountering of only few reservoir zones. A second learning will be improved well steering technology in order to reach drilling targets in an optimum way. Furthermore
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OPK recommends the acquisition of modern 2D seismic to increase well success rates by a better prediction of location and size of reservoir channel systems and by use of the proprietary Rex Virtual Drilling technology. In the Williston Basin, drilling success will benefit mostly from a reliable geological prediction of reservoir zones based on seismic evaluations (in progress). Horizontal drilling is recommended to reach more extensive reservoir intervals and to increase production rates per well.

Logging and testing in Colorado Exploration wells in Colorado are typically drilled down to the base of the Mancos and then a core is run through the entire length of the Dakota Formation into the underlying Cedar Mountain Formation. After the core is retrieved a 100-150' rathole is drilled to Total Depth (TD) and a quadcombo logging suite is run in open hole. Production casing is then placed in the hole down to TD. The openhole logs are evaluated and prospective zones are perforated and tested. Production wells are typically drilled at high-angle through the Dakota Formation, terminating either at the base of the Dakota Formation or at the very top of the underlying Cedar Mountain Formation. Logging While Drilling (LWD) logs are acquired at the bit during the drilling operation. The borehole is then lined with production casing and contingent upon log evaluations, prospective zones are perforated and tested.

Logging and testing in North Dakota The procedure for exploration and production wells is essentially the same in the North Dakota leases as in the Colorado leases. A well is drilled to the top reservoir, which depending on location, is either the Bluell Formation or the Sherwood Formation, or both. A core is then taken through the 'reservoir' formation and examined at the surface and sent off to the lab for analysis. A quad-combo log suite is then acquired and a quick-look evaluation is performed on the logs. If the core reveals presence of a good quality reservoir along with evidence of hydrocarbons (bleeds, odour, etc.) then a drillstem test (DST) is run on the prospective interval. If the DST produces sufficient quantities of hydrocarbons, the well gets cased and completed or else the well becomes plugged and abandoned. Upon completion, the log analysis and core results are used to identify productive zones. These zones are then perforated and the well is put on test. Depending on the test results the well may be stimulated by acid treatment and/or jetting to improve production.

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Well production
Planned extraction method, processing method and production schedule
WHITEWATER COLORADO: Whitewater Development plan and budget Fram is proposing a four-year program of oil exploration and development within the Whitewater Unit in Mesa County, Colorado. The project will be located about 15 miles east and southeast of the City of Grand Junction CO, and is generally accessible by state roads and county roads. The Group plans to drill 70 wells in Whitewater in the 24 months following first spudding projected in Q2 2013. The wells will be drilled in clusters in an area that is primarily oil prone.
Table 21:

Drilling plan for RIHs 24 month US Program during 2013-2015

Plan for exploration and development of wells Whitewater (CO) Williston Basin (ND) Total planned wells 2013 26 4 30 2014 35 5 40 2015 9 1 10 Total 2013-2015 70 10 80

Due to the reservoir component of the Dakota Formation (channel sandstones) being discontinuous, the Group has decided to drill directional wells in the region, with lateral displacement on the order of 1,000 ft. The Group proposes that this method of drilling will significantly increase its chances of intersecting multiple channel systems and subsequent additional pay zones, as opposed to selecting a conventional vertical well path. The Kelley 23-2-B was the first horizontal well to be drilled in the Dakota Formation by Fram in 2010 and it encountered a net sand interval of about 400 ft and subsequent net pay zone of about 39 ft. RIH believes that this technical interpretation and proposed controlled directional drilling and completion techniques provides it with reasonable confidence in encountering optimal channel point bar locations in the sub-surface. The parties believe that the STOIIP per well is approximately 180,000 barrels, of which some 15% are recoverable with 80 bopd initial production. This calculation is based on models supported by well Mansur 33-1-K which has a GOR of 400 Sm3/ Sm3. End of production is estimated at a pressure of 10 bar, i.e. after reaching an accumulated production per well of approximately 30,000 barrels (after 68 years). The decline is calculated at 17% per year in the first year. Production levels and well lifetime will vary according to GOR and development of pressure decline. Well production is assumed to be by pressure depletion, however, third party reviews of well tests performed by AGR postulate a likelihood for support from a gas cap. The current recovery factor of 15% is based on pressure depletion, which can increase if the pressure support from a gas cap will lead to pressure maintenance and hence increased recovery factor and prolonged production per well. In contrast to gas support it is not assumed that pressure support from an active aquifer is received. Should the drilling of deeper wells indeed prove an active aquifer this would further support the pressure maintenance and recovery factor. The entire field lifetime is subject to continued level of drilling and production performance. Assuming drilling of 40 wells per year, the entire production period could exceed 30 years. Following
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the initial development and production phase, the development program will subsequently be extended to other parts of the field in order to drain the entire reserves potential. Drilling will be done from well pads, which can accommodate up to 9 wells. Neither abnormal pressures, temperatures nor any H2S gas is anticipated. Due to the size of the Whitewater Unit, pressures vary from a minimum of 490 psi to a maximum bottom-hole pressure of approximately 1,150 psi based on a pressure gradient of 0.34 in the Dakota/Cedar Mountain interval at TD. Maximum anticipated surface pressure is approximately 1,140 psig. Minimum surface pressure is 490 psig. If any well has a different anticipated pressure, it will be listed in the site specific APD (Application for Permit to Drill).

Figure 23

Transportation plan for the Whitewater Unit

The crude oil is picked up by the contracted buyer by truck on a scheduled basis or on demand basis as the case may be. The crude is transported to pick-up points for further transportation via railroad or pipeline, depending on the pricing and market situation at time of sale. Payment for the crude is regulated via an agreement, which stipulates monthly payments at a price per barrel, which is tied to the market price at the time of sale.

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WILLISTON BASIN NORTH DAKOTA: Williston Basin Development plan and budget Fram has developed a plan to drill a number of opportunities over the next 3 years (2013-15) in the Williston Basin in North Dakota. Depending on the results of the initial vertical wells drilled, RIH may elect to drill additional high-angle or horizontal wells to enhance oil recovery in potential discoveries. As a consequence, the Group has prepared an exploration development plan for the area comprising of 10 wells to be drilled within a 24-month period starting in Q2 2013 and ending in Q1 2015. Production from Williston is projected at 233,000 barrels of oil over field life with an initial risked production of 15 bpd for vertical wells and 200 bpd for horizontal wells. It can be assumed that fields are expected to be isolated and depending on pressure maintenance to enhance field life for the South Greene Field beyond 10 years. However, statistics from the adjacent Smith field prove that secondary measures such as water injection can have a positive impact on field life as individual wells have a production period of up to 26 years.

Projected production schedule The Whitewater drilling operations are expected to produce primarily from directional wells. In the Williston Basin, the Group plans to drill predominantly horizontal or high-angle development wells along with a set of potentially productive vertical exploration wells. Forecast end-of-year daily oil production for the US Program for 2013-2015 (Bbl per day) is presented in Table 22 below. The production figures are based on the 80 well drilling program firmly planned. OPK considers the Fram drilling and production schedule as achievable, as well as the anticipated year-end rate 2014 amounting to 3,338 Bbl per day. This anticipated production volume takes into consideration that not all wells will be equally successful and that production per well will decline by some 17% during the first year of production. However, the program should be accompanied by an active monitoring and evaluation of well results as well as integration of seismic. In particular the available seismic in Williston and the recommended seismic in Whitewater should be used to optimize drilling locations, timing of wells and well paths in order to increase the number of high producers in the lease areas.

Table 22:

Forecast end-of-year daily oil production for the US Program for 2013-2015 (Bbl per day)
Production bopd Whitewater (CO) Williston Basin (ND) Total 2013 1,320 ,209 1,528 2014 2,928 ,410 3,338 2015 2,936 ,328 3,264

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Financial analysis of the operations

Capital costs Williston and Whitewater combined
RIH reports project development capital expenditures from 2013 through to 2015 of approximately US$ MM aggregated over the three years. The costs are shown in Table 23. The reported capital expenditures cover RIHs obligation towards the development of the US Program and include total costs associated with the drilling and completion of exploration and development wells in Colorado and North Dakota. The estimated gross capital requirement needed from RIH for the development of the Whitewater Unit is US$ 15.8 MM and US$ 2.6 MM for the Williston Basin.

Table 23:

CAPEX for RIHs participation interest in the US Program for the years 2013 to 2015
2013 Capital Expenditure (US$ MM) 6.4 2014 8.9 2015 3.1

These costs include all RIHs capital expenditure costs involved in preparation for drilling, data gathering and evaluation as well as surface facilities allowing for a well to be completed and set into production. The CAPEX for the 70 horizontal (high-angle) wells to be drilled in Whitewater in the first 24 months is calculated on an individual well basis and include the following key cost assumptions: Drilling and testing is budgeted for the Group at 1.0 MM US$ per well including well completion. Some 75% of the wells are assumed to be successful, which reflects the uncertainty in amount and distribution of oil filled reservoir sands. In the opinion of OPK, these assumptions are reasonable but with clear room for improved success rates once seismic will be acquired. Additional CAPEX is related to storage tanks, which will amount to 40,000 US$ per well. The CAPEX for the 10 high-angle wells to be drilled in Williston in the first 24 months are calculated as follows: Drilling and testing is budgeted for the Group at 1.4 MM US$ per well plus 0.6 MM US$ for a well completion. Some 50% of the wells are assumed to be successful, which reflects the exploration characteristics of the lease area. In the opinion of OPK, these assumptions are considered to be reasonable. OPK has reviewed the capital expenditure costs and considers these to be best estimates, which can vary with +/- 20%.

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Operating costs Williston and Whitewater combined

Operating costs for RIHs obligation of the Groups US Program are shown in Table 24. Operating cost for RIH will cover RIHs portion of costs associated with producing and marketing oil as well as maintaining production facilities.

Table 24:

OPEX for RIHs participation interest in the US Program for the years 2013 to 2015
2013 Operating Expenses (US$ MM) 1.6 2014 2.6 2015 3.6

OPEX per well in Whitewater include Field labour, Engineering, Lease Payment, Environmental Work and Maintenance Activities. OPEX per well in Williston includes Environmental Work, Salt Water Disposal, Maintenance and Other Activities. Fram has presented best estimates for OPEX and a large part therefore will be fixed cost for labour, while a smaller part will be related to individual wells. Accordingly RIH allocates 50% of its OPEX to the overall projects and 50% to individual well maintenance. Not included in the OPEX costing are workover activities of the wells. Until the planned operation is better defined, cost estimates will remain subject to variation. OPK has reviewed the operating costs and considers these to be conservative preliminary estimates, which can vary with +20%/- 40%.

Taxes
United States royalty Royalties in the US are dependent upon the ownership of the landholding. All of RIHs lands are freehold, which means that the royalty rates are established in the lease agreement with the owner of the mineral rights. While this means that each of the leases may be subject to a different royalty rate, that rate tends to be uniform. For purposes of this Report, OPK has applied estimated average royalty rates of 18.75% for RIHs Whitewater, Colorado assets and 20% for RIHs assets in North Dakota. In addition to private landowner royalties, the United States also levy what is termed wellhead taxes in the form of so called Severance or Production Taxes. Despite the name tax they act more like royalties and are based on the wellhead value of the hydrocarbons (sales price less any transportation costs to point of sale, but no deductions for cost of development or production), rather than the profitability. RIH is subject to a severance tax of 5% of operating revenues in Colorado and 11.5% of operating revenues in North Dakota. United States corporation tax The state income tax is 4.63% of pre-tax profit in Colorado and 5.0% in North Dakota. Additionally, there is 35% federal income tax based on pre-tax profits, which combined make the overall effective tax rate in Colorado and North Dakota 38.0% and 39.2% respectively.
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Liabilities
RIHs has no long-term liabilities or debts associated with its US assets.

Marketing
RIH is not planning any marketing activities within the context of the Whitewater or Williston operations but does have a transportation plan in place. The crude oil is picked up by the buyer by truck on a regular basis or on demand, as the case may be.

Considerations including social, environmental, health and safety factors that may affect exploration and/or exploitation activities
RIH is dependent on permits to be allowed to drill exploration and production wells on the leased properties in the US and for environmental permits to operate the oil and gas infrastructure. RIH is dependent on the lease agreements on the oil and gas properties in order to develop them. Further detail on the important permits and licenses the Group is dependent on is given below. To date, RIH has not received any information that would require a revision of the development plan. The Bureau of Land Management is the primary agency responsible for regulating the Groups use of federal surface including discharge and reclamation. The Colorado Oil and Gas Conservation Commission regulates the Groups use of private surface, including discharge and reclamation. It also regulates down-hole issues such as water table protection through cementing, and mechanical integrity. It administers an annual water sampling and testing program in which Fram participates. In addition, Fram is committed to conduct an expanded baseline water quality study. The Occupational Safety and Health Administration (OSHA) regulate workplace safety and hazardous chemicals. Fram maintains a full safety manual and requires annual SafeLand training, which includes the Terrorism Response Awareness Program. During field operations, the Company holds a daily safety meeting for all persons at the well site. The Federal Energy Regulatory Commission regulates safety requirements relating to the compressor stations pipeline connection. Frams contract engineers ensure compliance in this area. The Colorado Department of Public Health and Environment administers the Environmental Protection Agency (EPA) regulations, the Clean Water Act and the Clean Air Act. Fram maintains current Storm Water Permits and applied for Air Pollution Permit. Fram maintains a Spill Prevention and Response Plan and requires annual spill prevention and response training. The City of Grand Junction established Watershed Regulations applicable to the small part of the Whitewater Unit lying within the Watershed Boundary. In Mesa County, Fram maintains a Noxious Weed Control Plan and program. Fram has an Emergency Response Plan, which is on file with Mesa County and the local fire department. The company maintains a 24-hour emergency notification hotline and location service.

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Interpretation and conclusions Whitewater and Williston

The geology of the Whitewater and Williston areas represent development opportunities in mature areas with exploration and production activities dating back many decades. In particular the Williston is one of the most prolific basins of the US. Exploration activities focus on prospective units, often stretching over large areas with no obvious oil water contact. The challenge is to drill into prospective strata with adequate pore space and oil fill. This is the concept for the Whitewater leases held by Fram where oil production already has commenced from recent drilling. The work program envisaged for Whitewater aims at improving well results and to establish sustainable oil production. This will be achieved by drilling high-angle or horizontal wells into the observed fluvial reservoir sequence, aiming to penetrate multiple channel sands. This will be a major improvement over vertical wells, which seldom encounter more than one or two channels. Extensive field work confirms that this assumption has a high chance of success, i.e. it is expected that in the oil filled Dakota Formation, a horizontal well can penetrate 6-7 times the number of reservoirs encountered in a vertical well. Accordingly, the average initial production per well is estimated by Fram to be in the order of 80 bopd. In a number of previous cases, OPK has experienced production increases from horizontal wells in the order of 3-5 times (confirmed by studies published by BP and Shell respectively). Accordingly, OPK considers the Fram assumptions for Whitewater to be reasonable. The concept of directional drilling is considered a sound approach to the specific geology of the Whitewater, however, further advances could be achieved by acquiring limited 3D-seismic to further pinpoint the productive channels and increase drilling success. It is assumed that the surface conditions in the Rocky Mountains foothills using single geophones should allow for such acquisition. In the Williston leases, the South Greene field will be the starting point for an active development campaign and exploration drilling. In contrast to Whitewater, good seismic data exists and should allow for better definition of the anticipated limestone reservoirs with vuggy and possibly fracture porosity. Facies modelling will benefit from such seismic support and this in turn should increase drilling success. It can be expected that potential resources in the area will increase accordingly. In summary, the Fram leases in the US constitute attractive reserves or contingent resources with good upside potential. The US Program should be based on a continuation of logical sequences already started with detailed subsurface studies, to be followed by seismic work (where feasible) and a flexible drilling campaign which incorporates and learns from the first set of wells to be drilled in 2013.

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Recommendations
The work program presented by Fram regarding field development generally is supported by OPKs independent review and analysis. OPK supports the phased approach envisaged by RIH for the Fram lease areas in the US. Drilling of approximately 30 wells in 2013 and another 40 wells in 2014 and 10 wells in early 2015 should provide a sound basis for further development drilling. In particular the concept of horizontal drilling is expected to improve oil recovery per well as compared to vertical wells. In a geologic setting with reservoirs unevenly distributed, the application of horizontal drilling technology should result in distinctly increased production. Fram has to ensure operational improvements by selecting a drilling contractor with a proven track record of horizontal drilling from similar operational environments. Since the Whitewater area faces a significant wax problem around 3,200 ft., it is suggested to plan drilling pads in areas of increased target depths to the East, where higher temperatures and pressures are expected to provide improved production characteristics. OPK recommends the acquisition of 3D seismic in Whitewater. The seismic method can substantiate the findings from field studies and pinpoint sweet spots in the channel systems anticipated as main reservoir. The cost of acquiring 3D is estimated to be in the order of 2 MM US$. It can be assumed that such an investment will be warranted since access to seismic data will likely lead to higher drilling success and less dry wells. In the Williston leases, the Fram exploration methodology is to define porous limestones and possibly reefal build-ups in a depositional environment that has already revealed numerous oil discoveries. Regarding well productivity, OPK sees enhancement potential in the following areas and appropriate studies by Fram should be considered: 1. Analysis of fault and fracture patterns potentially leading to the identification of zones of enhanced connectivity, which is crucial to achieving higher flow rates. 2. Detailed analysis of existing seismic and the use of Rex Virtual Drilling assisting in the definition of sweet-spot zones such as carbonate build-up identification and oil fill determination. 3. Drilling of wells to include planning of enhanced recovery by acidizing and/or jet drilling.

Yours sincerely, OPK Resources GmbH

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Appendix 1
List of standard oil industry terms and abbreviations
ABEX ACQ API AAPG AVO B Bbl /Bbl BHA BHC BHP blpd bpd boe boepd BOP bopd bwpd BS&W bwpd CBM CO2 CAPEX CCGT cm CNG Cp CPI CT DCQ Deg C Deg F DHI DST E&A E&P EBIT EBITDA EI EIA EMV EOR EUR FDP Fm FEED ft Fx Abandonment Expenditure Annual Contract Quantity Degrees API (American Petroleum Institute) American Association of Petroleum Geologists Amplitude versus Offset Billion (109) Barrels per barrel Bottom Hole Assembly Bottom Hole Compensated Bottom Hole Pressure Barrels of liquid per day Barrels per day Barrels of oil equivalent Barrels of oil equivalent per day Blow Out Preventer Barrels oil per day Barrels of water per day Bottom sediment and water Barrels water per day Coal Bed Methane Carbon Dioxide Capital Expenditure Combined Cycle Gas Turbine centimetres Compressed Natural Gas Centipoise (a measure of viscosity) Computer Processed Interpretation Corporation Tax Daily Contract Quantity Degrees Celsius Degrees Fahrenheit Direct Hydrocarbon Indicator Drill Stem Test Exploration & Appraisal Exploration and Production Earnings before Interest and Tax Earnings before interest, tax, depreciation and amortisation Entitlement Interest Environmental Impact Assessment Expected Monetary Value Enhanced Oil Recovery Estimated Ultimate Recovery Field Development Plan Formation Front End Engineering and Design Foot/feet Foreign Exchange Rate
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g G&A GDT GIIP Gj GOR GTL GWC HDT HSE, EHS HSFO HUT H2S IOR IPP IRR k km km2 kPa LKG LKH LKO LNG LoF LPG LWD m M m3 MBbl MCM mD MD MDT Mean Median MFT mg/l MM MMBbl MWD MWh mya NGL N2 NPV NRI OBM OCM ODT OPEX OWC p.a.

Gram General and Administrative costs Gas Down to Gas initially in place Gigajoules (one billion Joules) Gas Oil Ratio Gas to Liquids Gas water contact Hydrocarbons Down to Health, Safety and Environment High Sulphur Fuel Oil Hydrocarbons up to Hydrogen Sulphide Improved Oil Recovery Independent Power Producer Internal Rate of Return Permeability Kilometres Square kilometres Thousands of Pascals (measurement of pressure) Lowest Known Gas Lowest Known Hydrocarbons Lowest Known Oil Liquefied Natural Gas Life of Field Liquefied Petroleum Gas Logging while drilling Metres Thousand Cubic metres Thousand barrels Management Committee Meeting Measure of Permeability in millidarcies Measured Depth Modular Dynamic Tester Arithmetic average of a set of numbers Middle value in a set of values Multi Formation Tester milligrams per litre Million Millions of barrels Measuring While Drilling Megawatt hour Million years ago Natural Gas Liquids Nitrogen gas Net Present Value Net Revenue Interests Oil Based Mud Operating Committee Meeting Oil down to Operating Expenditure Oil Water Contact Per annum
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Pa P&A psi psig PDP P10 P50 P90 Rf RFT RT Rw SCAL SL Sm3 so SPE SPEE ss stb STOIIP sw T TD Te THP TCM TOC TOP Tpd TVD TVDss USGS US$ VSP WC WI WPC WTI wt% 2Q06 2D 3D 4D 1P 2P 3P %

Pascal (metric measurement of pressure) Plugged and Abandoned Pounds per square inch (measurement of pressure) Pounds per square inch gauge Proved Developed Producing 10% Probability 50% Probability 90% Probability Recovery factor Repeat Formation Rotary Table Resistivity of water Special core analysis Straight line (for depreciation) Standard cubic meters (1000 litres) Oil Saturation Society of Petroleum Engineers Society of Petroleum Evaluation Engineers Subsea Stock tank barrel Stock tank oil initially in place Water Saturation Tonnes Total Depth Tonnes equivalent Tubing Head Pressure Technical Committee Meeting Total Organic Carbon Take or Pay Tonnes per day True Vertical Depth True Vertical Depth Subsea United States Geological Survey United States Dollar Vertical Seismic Profiling Water Cut Working Interest World Petroleum Council West Texas Intermediate Weight percent Second quarter (3 months) of 2006 (example of date) Two dimensional Three dimensional Four dimensional Proved Reserves Proved plus Probable Reserves Proved plus Probable plus Possible Reserves Percentage

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Appendix 2
Geological and geophysical settings 1. Whitewater Unit, Colorado
Introduction This review focuses on the geological setting of the Whitewater area based on information provided by Fram and publicly available literature including information released by the US government. OPK has also performed an in-depth review of all publicly available production data and exploration results. In order to establish the framework geology and to define the major petroleum systems that could be present in the Whitewater lease area, summarized below is information extracted from the USGS assessment of the Uinta-Piceance Basin.

Regional geologic evolution of the Uinta-Piceance Basin The Uinta-Piceance Basin is located in north-western Colorado and north-eastern Utah states. Several distinct phases of basin evolution can be recognized.

Figure 24

Uinta-Piceance Basin. Overview of the Uinta-Piceance Basin (USGS)

The basin formed part of the continental platform to shelf environment on the north-western flank of North America during the early and middle Paleozoic. Cambrian through Mississippian sediments consists mainly of shallow-marine limestone, dolomite, shale, and quartzite, the stratigraphy contains major unconformities and thickens westward. Pennsylvanian-Permian block uplifts associated with transpressional tectonics segmented this early to middle Paleozoic basin, leading to deposition of marine and non-marine, mixed clastic, carbonate, and evaporitic fill. During the early Mesozoic, the basin formed part of a slowly subsiding continental platform. TriassicJurassic rocks include considerable eolian, alluvial, and lacustrine deposits that become significantly thicker and grade into more marine facies from east to west.
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Paleozoic and early Mesozoic strata in the westernmost part of the basin were uplifted and thrust eastward during the late Mesozoic orogeny, which resulted in subsidence in the bordering foreland basin. Sediments of the foreland basin are characterized by thick non-marine deposits adjacent to the thrust belt, grading eastward into thinner layers of marginal-marine and marine rocks. The geometry and style of the regional compressional deformation changed dramatically in the latest Cretaceous with onset of the Laramide orogeny. Laramide uplifts segmented the Cretaceous foreland basin into the Uinta and Piceance intermontane basins. The geometry of these intermontane basins is notably different from that of the Pennsylvanian-Permian segmented basin.

Figure 25

Fram lease in the Whitewater Area. Whitewater location map

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The Uinta-Piceance Basin contains five major petroleum systems, in ascending stratigraphic order; the Phosphoria, the Mancos/Mowry, Ferron/Wasatch Plateau, Mesaverde, and Green River Petroleum Systems. The focus of Frams work is the Mancos/Mowry Petroleum system.

Figure 26

Petroleum systems in the Uinta-Piceance Province (USGS). Generalized stratigraphic column and petroleum systems.

The Dakota sandstones of the Mesaverde system constitute the main target for Fram, but significant potential could be confirmed by drilling into the underlying Morrison Formation and Entrada sandstones.

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Figure 27

Stratigraphic table with most important reservoirs of the Uinta-Piceance Basin (Dakota Sdst, Morrison Formation, Entrada Sdst.) Source: Fram 2012

Figure 28

Simplified structural map of the Whitewater area, showing structural rise towards SW: Compare generalized stratigraphic cross section below (USGS 2002). 64

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Figure 29

Simplified structural section (West-East) of the Whitewater Lease Area. The section shows the surface geography rising to the east into the Rocky Mountains whilst the Dakota sandstone reservoirs are dipping in the same direction.

OPK agrees with Fram that the main oil potential is located in the eastern part of the lease area where greater depths, higher pressure and less wax should allow an increased well productivity.

Source rocks The productive source rock intervals in the Uinta-Piceance Basin are: the lower part of the Tertiary Green River Formation, the lower part of the Cretaceous Mesaverde Group, the coals in the Ferron Sandstone Member of the Mancos Shale, the Mancos Shale and Mowry Shale, and the lower part of the Permian Phosphoria Formation and other potential Pennsylvanian- Permian source rocks. The main interest of Fram is in the Mancos Shale and Mowry Shale, which also in the opinion of OPK, are distinctly mature for oil and gas.

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Figure 30

Source rocks. Vitrinite isoreflectance (Ro) trends at the base of the Cretaceous Mesaverde Formation and the top of the Mancos Shale. (USGS)

Hydrocarbons generated from the Mancos and Mowry shale define the limits of the Mancos/Mowry Petroleum System in the Uinta-Piceance Province and the adjacent fluvial, tidal, shoreface, and offshore sandstone reservoirs of the Morrison, Cedar Mountain, and Frontier Formations; the Prairie Canyon (Mancos B) Member of the Mancos Shale; the Dakota Sandstone; the Morapas Sandstone Member of the Mancos Shale; the Castlegate and Sego Sandstones; and the Corcoran, Cozzette, and Rollins Sandstone Members of the Mount Garfield and Iles Formations. The Mancos/Mowry is a complex unit of organic-rich shale and inter-bedded sandstones that are present throughout the Uinta-Piceance Basin. Marine shales were deposited during the Late Cretaceous in a foreland basin setting along the entire width of the Western Interior Seaway. The Uinta and Piceance Basins formed during the latest Cretaceous and early Tertiary (Laramide orogeny) and partitioned the marine deposits of the Mancos/Mowry into two structural basins separated by a broad uplift, the Douglas Creek arch. Burial of the Mancos and Mowry Shales during Late Cretaceous and early Tertiary time moved them into the hydrocarbon generation window at about 76 Ma and the main period of generation continued until about 10 Ma. Hydrocarbon migration was most likely concurrent with generation. Most of the reservoir units are composed of distal to proximal shoreface sandstones and fluvial and tidally influenced channel sandstones. Most reservoirs are in direct contact with some part of the Mancos/Mowry with the exception of fluvial sandstones in the Cedar Mountain and Morrison Formations. Natural fractures formed during the development of Laramide structures, and this fracture network resulted in enhanced permeabilities in the generally tightly cemented sandstones of the Mancos successions. Maximum burial was generally near the end of Laramide deformation, and prior to uplift and dissection by the Colorado River drainage beginning about 10 Ma. During this period of erosion between 10 Ma and the present, the shale seals may have been especially important in preserving the trap integrity. The Morrison Formation (including the Tidwell, Salt Wash, and Brushy Basin Members) and Cedar Mountain Formation (including the Buckhorn Conglomerate Member) consist of fluvial and minor lacustrine deposits. The Cedar Mountain is often included in the Dakota Sandstone in subsurface studies. The Dakota Formation consists of fluvial, shoreface, and tidally influenced deposits. The
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fluvial channels in all these units have paleocurrent directions generally to the northeast in the southern part of the Piceance Basin. The Buckhorn and the Dakota fluvial systems are partly confined to paleovalleys incised into older fluvial deposits. The Dakota Formation has two valley-fill systems separated by a broad interfluvial area present between the San Rafael Swell and the vicinity of Grand Junction. Most of the available data shows that the Morrison, Cedar Mountain, and Dakota are low-permeability (tight) reservoirs. The Dakota Sandstone produces gas and minor amounts of oil mainly from fluvial sediments, however, reservoirs can also be found in shoreface strata; the fluvial rocks are interpreted as valleyfill complexes (Currie et al., 1998). Gas and minor oil are produced from fluvial units of the Cedar Mountain Formation, including the Buckhorn Conglomerate Member. There is conflicting evidence as to whether the oil and gas accumulations in the Morrison, Cedar Mountain, and Dakota are continuous. Gas/water contacts are unknown or absent in many of these reservoirs as reported in Hill and Bereskin (1993), except at Park Mountain where a map by Lipinski (1993) showed shut-in gas wells outside of the main producing channel sandstone that have a gas/water contact suggestive of a more conventional accumulation. The Hells Hole field is reported to have a gas column of 1,800 ft in the Dakota interval with no known gas/water contact. The following figure illustrates that onset of oil generation is already achieved at a present depth of 2,000 -3,000 ft. below sea level.

Figure 31

Generalized stratigraphic cross section of the Green River Total Petroleum System showing vitrinite reflectance lines (Ro) (modified from Fouch and others, 1992). Source: USGS 2002

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Depositional environments of main reservoir rock of the Whitewater area

Figure 32

Characteristics of the Dakota sandstone, overlying flood plain shales and coal layers. Source: Fram

The typical Dakota reservoirs consist of channel sands, which are widely exposed in outcrops in Colorado. The reservoir models used by Fram are based on these outcrop data in addition to well log analyses. OPK has found evidence, which supports the Fram assumptions regarding the reservoirs.

Figure 33

Depositional environments. Generalized depositional environments, seals, source rocks, and reservoirs of the Mancos/Mowry (Upper Jurassic + Lower-Middle Cretaceous) Petroleum System (source: USGS 2002)

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Phosphoria petroleum system The Whitewater Production Unit is located in the southern region of the Piceance Basin, here; in addition to the Dakota Formation, productive reservoirs can also include the Middle Jurassic Entrada Formation and Upper Jurassic Morrison Formation, therefore it is relevant to add an overview of the Phosphoria Petroleum System. The Phosphoria Petroleum System in the Uinta- Piceance Basin contains hydrocarbons generated from organic-rich mudstones of the Meade Peak Phosphatic Shale Member of the Permian Phosphoria Formation. Phosphoria sourced oil has been identified in the Shinarump Member of the Chinle Formation, Entrada Sandstone and Morrison Formation at oil fields in the greater Danforth Hills area of Colorado. Relatively long distance migration might be required to charge traps in the Fram leases in the Whitewater area. OPK is of the opinion that future studies to enhance reservoir understanding in the Piceance Basin should include Fracture Analysis in order to define zones of preferential oil migration and possible connectivity between channels. An example is given in the following figure.

Figure 34

Fracture Intensity and Lithology from the Williams Fork Formation at Mamm Creek Field, Piceance Basin, Colorado by Matthew J. Pranter, Alicia Hewlett, Sait Baytok, Rachel Shaak, Powerpoint presentation 2010.

Figure 35

Reservoir architecture as identified from fieldwork in the case of Whitewater Colorado quantifying the main reservoir parameters such as width of channels successions, orientation and main direction. (Source: Fram). 69

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The outcrop studies confirm that individual channels can reach between 200 and 800 meters in width. In comparison, the Fram assumptions of only a few hundred meters on average, is therefore considered by OPK to be realistic assumptions.

2. Williston Basin, Renville County, North Dakota

Regional geologic evolution of the Williston Basin Introduction In order to establish the framework geology and to define the major petroleum systems that could be present in the Fram lease area, summarized below is information extracted from the USGS assessment of the Williston Basin.

Tectonics and Structures The Williston Basin is an intracratonic sag basin that developed on the North American craton during the Ordovician and has undergone episodic subsidence through the Phanerozoic. It is a roughly circular basin, deepest in the centre, and covers approximately 300,000 km2 over parts of eastern Montana, North Dakota, North-Western South Dakota, and the adjacent Saskatchewan and Manitoba Provinces of Canada. Lineaments in the Precambrian basement are important in the history of the basin evolution. There are two components to basin development; the northeastsouthwest trending Proterozoic lineament and structural zones and the north-south trending TransHudson suture belt.

Figure 36

Main structural lineaments in the Williston Basin

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Recurrent movement of basement blocks and the paleostructures had influence on the depositional environments, thickness patterns and lithofacies distribution of the sediments. These movements contributed also to the development of drape folds (see seismic examples below).

Reservoirs, seals and traps Sedimentation in the Williston Basin was dominated by carbonates in the Paleozoic and siliciclastics in the Mesozoic/Cenozoic. The initial Cambrian and Lower Ordovician transgressions deposited clastic sediments that were followed by mid to late Paleozoic carbonate deposition. The carbonate sequences are interrupted by unconformities and hiatuses that gave rise to primary and secondary dissolution, deposition of numerous salt and anhydrite beds, and secondary dolomitization of limestone. Mesozoic and Cenozoic deposition was mostly of clastic sediments of continental and marine origin. Major depositional sequences that consist of first-order and second-order cycles in the Williston Basin are probably the result of eustatic changes in sea level, although third-order and fourth-order cycles may be the result of tectonic activity or a combination of tectonics and eustacy. Because water depths in the basin during the Phanerozoic were relatively shallow, a small change in water depth resulted in substantial depositional environment and sedimentation changes.

Figure 37

Typical Carboniferous (Mississippian) reservoir facies and sequence of the Williston Basin area

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Figure 38

Paleogeographic trends from the Ordovician to Mid Carboniferous time. Figure showing the depositional patterns in the Williston Basin. (A) Ordovician to Late Devonian with southwest and southeast seaway connection. (B) Late Devonian to Early Mississippian northwest seaway connection through the Elk Point Basin. In Middle Mississippian the basin switched to its original Ordovician to Late Devonian configuration. (Modified by USGS after Gerhard and Anderson, 1988).

The exploration target in the in the Fram licences of the Renville County are build ups and dolomitized algal-oolithic carbonates and crinoidal or bioclastic banks in the Mission Canyon and Charles Formations of the Madisson Group.

Figure 39

Schematic East-West cross-section of the Madisson Group in the Williston Basin. (USGS, modified from Lindsay, 1988)

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During the Carboniferous (Mississippian) time, the Williston Basin was part of a broad carbonate shelf, resulting in sedimentation of cyclical carbonate and evaporite strata. The Madison Group consists of three formations, the lowermost Lodgepole, the middle Mission Canyon and overlying Charles Formations. The Lower Mississippian Lodgepole Formation overlies the Devonian and Mississippian Bakken Formation and is overlain by the anhydrite-bearing carbonates of the Mission Canyon and Charles Formations, in northwest North Dakota the most conspicuous sediments are shallow ramp deposits of lime mudstone and grainstone with banks of oolitic shoals and crinoids that become progressively finer basinward. Sediment supply during Lodgepole time was from the Elk Point Basin in southern Saskatchewan (LeFever and Anderson, 1984). Sedimentation shifted to the west with marine connection to the Central Montana trough established during Mission Canyon deposition. Oil produced from Lodgepole Formation reservoirs in Stark County has been geochemically typed to the upper and lower organic-rich shales of the underlying Bakken Formation (Jarvie, 2001). Hydrocarbons traps are mainly in carbonate mounds that developed initially on top of paleotopographic highs related to thickening of the Bakken Formation. The topographic highs may have acted as nucleation sites for organic material, supporting development of crinoid-bryozoan communities. Mounds are identified as subtle features on seismic lines. Pore types in the mounds are vugs and fractures, enhanced by the dissolution of muds, dolomitization, or fracturing (Johnson, 1995). Porosities range from 2 to 14 percent with matrix permeabilities less than 1 millidarcy. Permeability and reservoir quality improve dramatically (200-2,000 md) where there is interconnection of vuggy porosity and vertical fracturing (Montgomery, 1996). The Lodgepole Formation mound reservoirs are surrounded by unfractured, impermeable, and nonporous beds of middle and upper Lodgepole argillaceous limestone, which forms the seal for the reservoirs Three major regressive sequences in the Madison correspond to the Tilston, Frobisher-Alida, and Ratcliffe intervals, which contain depositional sequences that progressively shallow upward. Sediments were deposited in a cycle of rapid transgression and slow, episodic progradation throughout the basin. These cycles also indicate an overall retreat of the sea to the west and toward the basin centre through Mississippian time (Waters and Sando, 1987). The Mission Canyon Formation was deposited on a gently dipping ramp with a gradually shallowing water depth with shoreline regression into the basin during the Mississippian (Lindsay, 1988). However, short duration sea-level fluctuations caused shoreline progradation into the basin and periodic transgressions flooded the ramp. The Charles Formation represents the last rise in sea level, sediment accumulation, and progradation in the Williston Basin during Madison deposition (Kerr, 1988). The Mission Canyon and Charles Formations contain numerous intervals that display these progradational-regressive cycles of deposition.

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Figure 40

Isopach map of the Mission Canyon Formation (USGS)

Typically Mission Canyon producing reservoirs are in skeletal packstones and grainstones, and from buildups of oolitc and intraclast-bearing skeletal wackestones and packstones (Lindsay, 1988). Along the eastern basin margin in North Dakota, Mission Canyon reservoirs are in multiple shoalingupward sequences comprising packstones and grainstones. Repetitive shoreline progradations basinward in the Mission Canyon place younger, impermeable sabkha facies over older, permeable shoal accumulations, resulting in updip and lateral stratigraphic traps and within gently plunging anticlinal noses, with updip closure due to facies changes. Traps in the Mission Canyon and the Charles Formations can be stratigraphic, structural, and diagenetic. Structural traps are low relief and commonly are along anticlinal noses, but can be also present in four way dip closures in carbonate mounds. More recent traps were possibly formed during the Pennsylvanian and Cretaceous- Paleogene deformation. Stratigraphic traps are generally associated with interbedded anhydrite and interfingering of lowporosity facies.

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Figure 41

Isopach map of the Charles Formation (USGS)

Figure 42

Seismic lines in the Williston area

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Source rocks The geochemical comparison of oils from Bakken Formation reservoirs to oils from Madison Group reservoirs indicate they are from different oil families and source rocks. Recent studies have emphasized that the Madison Group oils are self-sourced by Mission Canyon Formation and Ratcliffe interval of the Charles Formation carbonate source rocks (Jarvie et al., 1997; Obermajer et al., 2000; Jarvie, 2001). The Mission Canyon Formation and Charles Formation are the youngest carbonate oil and gas reservoirs in the Williston Basin. The largest fields in the Mission Canyon and Charles produce along major structures in the U.S. portion of the basin, including Little Knife anticline, Billings Nose anticline, and shallow fields of the Nesson anticline. The majority of hydrocarbons produced in the Williston Basin are from Paleozoic reservoirs. The Mississippian Madison Group has produced the largest volume of oil in the basin, with significant volumes also in the Ordovician Red River Formation and the Devonian Duperow Formation, (USGS, 2010).

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APPENDIX F INDEPENDENT VALUATION REPORT



24 June 2013 The Board of Directors Rex International Holding Pte Ltd 6 Raffles Quay #20-07 048580 Singapore Singapore

Dear Sirs Independent Valuation Report On Rex International Holding Pte Ltds Reserves and Contingent Resources Fox-Davies Capital Limited (Fox-Davies) has been commissioned by Rex International Holdings Pte Ltd (RIH or the Company) to provide an independent valuation of its assets. In November 2012, RIH commenced its preparations to list on the Catalist Board of the Singapore Exchange Securities Trading Limited (SGX-ST) by way of an Initial Public Offering (IPO). To be consistent with the requirements of the Rules Governing the Listing of Securities on the Catalist Board of the SGX-ST, Fox-Davies has only valued RIHs Reserves/Contingent Resources, and excluded Prospective Resources, in RIHs portfolio (the Valuation Report) The Valuation Report was prepared using a valuation methodology consistent with the Petroleum Resource Management System published by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS) and expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum Reserves and Resources, November 2011 and also in accordance the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports 2005 Edition (the VALMIN Code). The Valuation Report relies on forecasts and projections based on data provided by RIH or its partners that has been independently reviewed by OPK Resources GmbH (OPK) in its Qualified Persons Report (OPK Resources QPR) and involved an assessment of the Reserves and Contingent Resources, production schedule, and the projected capital and operating costs. RIH has the right to explore and develop two onshore concessions in the United States in the states of Colorado and North Dakota in joint collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz Energy (Singapore) that contain Reserves/Contingent Resources respectively. RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an exploration portfolio in the Middle East and Norway with significant Prospective Resources. According to Practice Note 4C of the SGX-ST

Fox-Davies
1 Tudor Street, London EC4Y 0AH Tel: +44 (0)20 3463 5000 Fax: +44 (0)20 3463 5001 www.fox-davies.com

Fox-Davies Capital Limited Member of The London Stock Exchange Authorised and regulated by the Financial Conduct Authority

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APPENDIX F INDEPENDENT VALUATION REPORT



listing rules, the disclosure of any oil and gas accumulation should exclude Prospective Resources so Fox-Davies has not provided a formal valuation of RIHs interest in the Prospective Resources held by Lime Petroleum. The Risked Technical Asset Values documented in the Valuation Report are subject to the assumptions, risk factors and limiting conditions contained herein. The Valuation Report outlines the factors considered, methodology and assumptions employed in formulating a view on the Risked Technical Asset Value of RIHs Reserves/Contingent Resources. Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set out in Limiting Conditions (page 30). This Valuation Report has been prepared solely for inclusion in the Offer Document of the Company in connection with the Initial Public Offering of the shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited; it should not be used or relied upon for any other purpose. Neither the whole nor any part of the Valuation Report nor any reference thereto may be included in, or with, or attached to any document or used for any purpose without Fox-Davies written consent to the form and context in which it appears. Yours Faithfully,

Fox-Davies Capital Limited

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Valuation Report On the Reserves and Contingent Resources of Rex International Holdings Pte Ltd

Dated: 24 June 2013

Pathfinder Research
i
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Rex International Independent Valuation Report


June 2013

Summary
Fox-Davies has been commissioned by RIH to provide an independent asset valuation of the Reserves/Contingent Resources, but excluding Prospective Resources, in RIHs portfolio. This Valuation Report was prepared using a valuation methodology consistent with the Petroleum Resource Management System published by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS) guidelines and also in accordance with the VALMIN Code. Fox-Davies has adopted a DCF valuation methodology, the principal industry valuation technique used to value O&G exploration and production assets and also the valuation methodology recommended under the SPE PRMS guidelines. To model the future development of the Reserves or Contingent Resources that are documented in the OPK Resources QPR, future cash flows were determined based on RIHs estimates of production rates, oil prices, capital costs and operating costs to which taxes and royalties were applied in the relevant fiscal regimes. The resulting individual project unrisked technical asset values were then adjusted by risk factors, where appropriate, and an Expected Monetary Value (EMV) methodology applied. The unrisked technical asset values were also adjusted for RIHs interest in each project in arriving at a risked technical asset value net to RIHs 20% interest. No values have been assigned to Prospective Resources. Fox-Davies valued RIHs 20% Interest in the Reserves/Contingent Resources, which is the subject of this Valuation Report, at a risked technical asset value of $79 million (net present value after tax discounted at 10%, using P50 reserve and Contingent Resources and applying forward oil curve pricing escalating at 2%, then adjusted for risk and RIHs 20% interest); the resulting technical asset value is summarised in Table 1.
/>Li />Liq,i`/ ,i`/iVV>i6>i i, i,   iif iif f
Risked Technical Asset Value ($mm) Oil Price Scenario: Forward Curve & Escalating 0% Whitewater Williston Total
Source: Fox-Davies estimates

Discount Rate 5% 100 (5) 95 10% 84 (5) 79 15% 71 (5) 66

122 (5) 117

In Fox-Davies opinion, and as reflected in the sensitivities presented herein, the principal factors that could impact the Risked Technical Asset Value in this Valuation Report are future oil prices, underperformance of the reserve base, reduction in production rates and the discount rate used. This is principally due to the relatively low capital and operating cost nature of the proposed operations. As well as RIHs 20% Interest in the Reserves/Contingent Resources in Table 1, RIH also has a further interest by virtue of its 24% equity interest in Fram that adds $57 million to RIHs Risked Technical Asset Value. The increase in the Risked Technical Asset Value from the addition of RIHs 24% shareholding in Fram is summarised in Table 2.
/>Li />Liq,i`"i>6>>q ,i`"i>6>>qii ii>`{ ii>`{ ii >`{ ii> ii>f >f f
Contributor 20% In Assets RIHs 24% Interest in FRAM Total
Source: Fox-Davies estimates

Contribution ($mm) 79 57 136

Fox-Davies Capital


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Rex International Independent Valuation Report



June 2013

Fox-Davies has assessed the impact of all of the key factors and sensitivities to determine the key valuation factors, and concluded these are the oil price and Reserves/Contingent Resources. The resulting valuation matrix for these key valuation factors for both RIHs 20% Interest in the Reserves/Contingent Resources and its 24% equity interest in Fram is summarised in Table 3.
/>Li />Liq/iVV>i6>i i, i,iif iif iif
Risked Technical Asset Value ($mm) Oil Price Scenario Reserves & Contingent Resources Category P90 Low Forward Curve Base Case Forward Curve & Escalating High EIA Reference Case
Source: Fox-Davies estimates

P50 131 136 191

P10 182 187 256

88 89 129

As RIHs Reserves/Contingent Resources are expected to be developed for the expected future excess cash flow that is generated, Fox-Davies does not believe that it is appropriate to attach any premium or discount to the Risked Technical Asset Value in arriving at a fair market value under the VALMIN Code. Fox-Davies has considered the matrix of Risked Technical Asset Values (as provided in Table 3) for oil price and Reserves/Contingent Resources held directly and indirectly by RIH and the other sensitivity analyses that were undertaken in arriving at a preferred valuation and upper and lower value limit. We conclude that the preferred valuation is best represented by the Risked Technical Asset Value using the base case pricing scenario and P50 reserve case (the Best Estimate), while the value range is best represented by the P90 Reserves case at the lower value limit (the Low Estimate), and P10 at the upper value limit (the High Estimate). Fox-Davies resulting valuation range and Best Estimate that is set out in Table 4 also represents a fair market value of RIHs Reserves/Contingent Resources as at a valuation date of the 14 May 2013.
/>Li{ />Li{q6>>,>}iE i >iq 6>>,>}iE i >iq i,iif i,iif ,iif
Oil Price Scenario: Forward Curve & Escalating RIHs 20% Interest and 24% equity interest in Fram
Source: Fox-Davies estimates

Risked Technical Asset Value ($mm) Low Estimate 89 Best Estimate 136 High Estimate 187

RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an exploration portfolio in the Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime Petroleum is held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia. Fox-Davies has not valued Prospective Resources in accordance with Practice Note 4C of the SGX-ST listing rules which states that the disclosure of any oil and gas accumulation should exclude Prospective Resources. The Risked Technical Asset Values documented in this Valuation Report are subject to the assumptions, risk factors and limiting conditions contained herein. This Valuation Report outlines the factors considered, methodology and assumptions employed in formulating the Risked Technical Asset Value of RIHs Reserves/Contingent Resources. The date of publication of this Valuation Report, and the date for the forward oil curve pricing used herein, was 14 May 2013. Fox-Davies has adopted full year discounting for all DCF modelling. All monetary values contained within this Valuation Report are United States dollars unless otherwise stated.

Fox-Davies Capital

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June 2013

Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set out in Limiting Conditions (page 30).

Fox-Davies Capital


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June 2013

Contents
Section
Summary Contents Introduction
Valuation Methodology RIHs Corporate Structure Onshore US Concessions Lime Petroleum Other

Page
1 4 6
6 7 7 7 8

Valuation Methodology
Valuation of E&P Companies Chance of Success Expected Mon Monetary etary Value

9
9 9 9

Base Case Valuation Assumptions

Energy Price Assumptions Discount Rate Assumption Production Profiles and Phasing Assumptions

11
11 12 12

Technical Asset Valuation Base Case Sensitivities

Forecast Oil Price Sensitivities Discount Rates Sensitivities Reserve Sensitivities Operating Operating Cost and Capital Cost Sensitivities Cost and Price Inflation

14 17
17 18 19 19 20

Valuation Conclusion Licence Portfolio United States Licence Details

Prospects & Drilling Timing of Development

21 23 24
26 26

United States Fiscal Terms Limiting Conditions Risk Factors

Reserves and Resources Future energy prices and the global economy Approvals Commissioning of new processing facilities Costs overruns License tenure Environmental Social issues Reliance on key executives Country Co untry and political risk Realisation of forecast and future plans

28 30 33
33 33 33 33 33 33 33 33 33 34 34

Valuers Biographies
Dr Zac Phillips, Head of O&G Investment Banking Richard Hail, Director O&G Corporate Finance

35
35 35

Professional Declaration Authors Declaration

Zac Phillips Phillips
Fox-Davies Capital


36 37
37
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Section
Richard Hail

Page
37

Appendix
Prospect Evaluation Data Whitewater Licence and Prospect Summary Williston Basin Summary Index of Tables and Figures

38
38 39 42 44

Glossary

45

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June 2013

Introduction
Fox-Davies Capital Limited (Fox-Davies) has been commissioned by Rex International Holdings Pte Ltd (RIH or the Company) to provide an independent valuation of its assets. In November 2012 RIH commenced its preparations to list on the Catalist Board of the Singapore Exchange Securities Trading Limited (SGX-ST) by way of an Initial Public Offering (IPO). To be consistent with the requirements of the Rules Governing the Listing of Securities on the Catalist Board of the SGX-ST, Fox-Davies has only valued RIHs Reserves/Contingent Resources, but excluded Prospective Resources, in RIHs portfolio (the Valuation Report) Fox-Davies understands this Valuation Report will be published together with a qualified persons report (QPR) produced by OPK Resources GmbH (the OPK Resources QPR) as part of the IPO process. In producing this Valuation Report, Fox-Davies relied upon the technical review, Reserves/Contingent Resources, and geological chance of success identified in the OPK Resources QPR.

Valuation Methodology
This Valuation Report was prepared using a valuation methodology consistent with the Petroleum Resource Management System published by the Society of Petroleum Engineers the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers in March 2007 (SPE PRMS) and expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum Reserves and Resources, November 2011 and also in accordance the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports 2005 Edition (the VALMIN Code). To value RIHs Reserves/Contingent Resources, Fox-Davies adopted a discounted cash flow (DCF) valuation methodology, the principal valuation technique used by the oil and gas industry to value production and appraisal assets. It is also the valuation methodology recommended under the SPE PRMS guidelines. Details of fiscal terms and prospect evaluation data for all licenses together with the principal economic assumptions used are presented in a standardised format herein. Field development scenarios were developed and, together with an expected monetary value (EMV) methodology, used to determine unrisked technical asset values. Geological and commercial risk factors were applied to the Contingent Resources identified in the OPK Resources QPR and adjusted for direct interests to determine risked technical asset values. Sensitivities on energy prices, discount rates, Reserves/Contingent Resources, operating costs and capital costs, and inflation were undertaken and are set out in Sensitivities, starting from page 17. A risked DCF valuation and EMV methodology is particularly appropriate to valuing Reserves/Contingent Resources in exploration and production portfolios and is the conventional approach taken for the valuation of oil and gas assets. Applying other valuation methods to E&P assets such as comparable asset transactions is not recommended as it is normally difficult to identify truly comparable transactions or obtain sufficient information from the public domain other than basic metrics for such transactions.

Fox-Davies Capital


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June 2013

RIHs Corporate Structure

RIH has the right to explore and develop two onshore concessions in the US in the states of Colorado and North Dakota respectively in joint collaboration with the partner companies Fram Exploration ASA (Norway) and Loyz Oil Pte Limited. RIHs interest in assets or in subsidiary companies are set out in Figure 1 below.
}i }iq,
>i-Vi ,
>i-Vi
Interest in Subsidiary Companies

RIH

Rex US Ventures (100%)

Lime Petroleum (65%)

Onshore Colorado & North Dakota Concessions (20% Interest)

- Up to 30% dependent on asset performance. Starting interest of 20% assumed for the purposes of the Valuation Report.

Source: Company data & Fox-Davies

Onshore US Concessions
RIH, through its wholly-owned subsidiary, Rex US Ventures LLC has farmed-in to two concessions in Colorado and North Dakota owned by Fram Exploration ASA (Fram), for a right to receive a 20% interest in the assets (20% Interest). These two onshore US concessions contain Reserves/Contingent Resources that have been documented in the OPK Resources QPR. RIH and partner companies have commissioned the drilling of 80 wells over 24 months starting early Q2 2013 in the leases held by Fram in the US and have access to two owned drilling rigs as well as experienced staff as needed to locate, drill and produce oil. Following that drilling campaign, the partners intend to continue drilling in order to exploit the entire hydrocarbon potential in both license areas. RIHs 20% Interest in the Reserves/Contingent Resources is set out in Table 18 (page 23). As well as the 20% Interest, RIH also has a 24% equity interest in Fram that; following the farm-out, Fram holds a direct 60% interest in the two onshore US Concessions. Fox-Davies has valued both the Reserves/Contingent Resources in RIHs 20% Interest and RIHs 24% equity interest in Fram; this is summarised in Table 15 (page 21).

Lime Petroleum
RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum) that has an international exploration portfolio in the Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime Petroleum is held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia. According to Practice Note 4C of the SGX-ST listing rules, the disclosure of any oil and gas accumulation should exclude Prospective Resources so Fox-Davies has not valued RIHs interest in the Prospective Resources held by Lime Petroleum.

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Other
In preparing this Valuation Report, Fox-Davies confirms that RIH has confirmed in writing that full, accurate and true disclosure of all material information has been made consistent with VALMIN Code paragraph 41. The assessment of the Risked Technical Asset Value of RIHs interests within this Valuation Report has been based on RIHs assessment of forecast oil prices. RIHs directors have provided us with confirmation that the oil price forecasts used in this Valuation Report were arrived at after due and careful enquiry and reflects their view of a reasonable outlook of the future. RIHs oil price forecasts were derived from credible public sources and the approach taken is in line with the guidance set out in the SPE PRMS guidelines and Fox-Davies believes RIHs forecast oil price assumptions to be fair and reasonable. Fox-Davies did not undertake a site inspection in preparing this Valuation Report as it was satisfied that there was sufficient information available in the OPK Resources QPR, in the enquires it made of OPK, RIH management, Fram and in the Offer Document to allow an informed opinion to be made without a site inspection. Fox-Davies notes that OPK Resources also did not undertake a site inspection. Following detailed review and commentary on initial drafts of the OPK Resources QPR, Fox Davies proposed amendments and, following these, Fox-Davies is satisfied that the resulting Reserves/Contingent Resource estimates stated in the OPK Resources QPR to be reasonable and in accordance with industry standards. In preparing this Valuation Report, Fox-Davies was provided with a copy of an additional QPR that was produced by a third party for Fram (June 2011) and was also provided with other technical information produced by other consultants. Fox-Davies found the material provided to be a fair and reasonable. The date of publication of this Valuation Report, and the date for the forward oil curve prices used herein, was 14 May 2013; Fox-Davies has adopted full year discounting for all DCF modelling. Fox-Davies notes that RIH appointed US legal counsel, Pepper Hamilton LLP, to conduct a report on the validity of licences, permits and approvals which Fram requires to carry on activities on each of its licenses and to confirm Fram has complied with all conditions imposed thereunder. Fox-Davies notes that the legal opinion of Pepper Hamilton LLP has been included in the Offer Document and it is stated in the Offer Document that Fram has obtained the relevant material licences and approvals for its operations and has complied with the conditions imposed thereunder, if any. Fram also has the relevant rights to carry out its operations in its concession areas subject to compliance with conditions as may be imposed under those concession rights. Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlights that any conclusion on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set out in Limiting Conditions (page 30).

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Valuation Methodology
In preparing this Valuation Report, Fox-Davies adopted a valuation methodology consistent with SPE PRMS and expanded upon in Guidelines for Application of PRMS, Chapter 7 Evaluation of Petroleum Reserves and Resources, November 2011.

Valuation of E&P Companies

Valuation of E&P assets reflect not only the value of the cash flow from assets that have Reserves or Contingent Resources assigned to them, but the market also assigns an option value to exploration assets particularly when Contingent Resources or Prospective Resources have been defined by drilling, seismic interpretation and other accepted technologies. Fox-Davies has not valued Prospective Resources in accordance with Practice Note 4C of the SGX-ST listing rules which states that the disclosure of any oil and gas accumulation should exclude Prospective Resources. For details of Reserves/Contingent Resources, see the SPE Petroleum Resources Classification Framework section (page 47) in the Appendix. Overall, when considering Reserves/Contingent Resources, technical asset valuations are made up of the sum of two distinct parts: i. Technical Asset V alue or Core TAV: TAV: Core TAV valuation of Reserves relating to assets already in production or sanctioned for development: these are usually represented as Reserves and these can be developed or undeveloped; and Development & Appraisal Technical Asset Value or D&A TAV: TAV: those discovered assets that have been appraised and are awaiting development sanction or discoveries that are awaiting further appraisal: these are usually represented as Contingent Resources.

ii.

The risk adjusted technical asset value (Risked TAV) is calculated as the total of the Core TAV plus the D&A TAV adjusted for chance of success.

Chance of Success
The total chance of success (CoST) for a Development & Appraisal asset (see (ii) above), is a function of two distinct and separate risk elements: i. Geological Chance of Success (CoSG): which measures the four elements required to have an accumulation of oil or gas, namely; Source, Seal, Trap and Reservoir; and Technical-to-Commercial Chance of Success (CoSC): which reflects the likelihood that once found, the accumulation proves commercial (sometimes CoSC is further broken down into two elements: Chance of Economic Success and Chance of Threshold Economic Field Size). In the case of the Contingent Resources in RIH, Fox-Davies has applied a CoSC risk factor of 0.5.

ii.

Expected Monetary Value

Fox-Davies has made a further adjustment to Development and Appraisal assets (see (ii) above) that are not in production by applying an expected monetary value (EMV) methodology. Fox-Davies believes that EMV is necessary as it reconciles the impact of a successful drilling campaign, against the probability of a success and the cost of getting to a position at which the projects probability of success exceeds the probability of failure, adjusted for any systemic errors. EMV returns a value of an asset based on the collective cost and probability outcomes for a range of factors. This determines the Risked Technical Asset Value of an asset (TAVD) as a risk adjustment to its success-based net
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present value discounted at an appropriate discount rate (subscript D) (NPVD), corrected for the total chance of success (CoST) and the risk capital (CR) required to get the asset to the go/no go decision (see below). While the risk capital varies by asset as a function of drilling location, depth and expected subsurface conditions, the technical-to-commercial risk factors vary according to the stage of development. Fox-Davies has adopted full year discounting for all DCF modelling.

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Base Case Valuation Assumptions

Details on the principal base case assumptions used in this Valuation Report including discount rates, energy prices and development scenarios are set out below.

Energy Price Assumptions

The assessment of the Risked Technical Asset Value considered within this Valuation Report has been based on RIHs assessment of forecast oil prices. Base Case Oil Price Assumption This Valuation Report used Brent oil prices as the basis for forecasting future oil prices. The base case Brent oil price forecast adopted was: Base Case - Forward Oil Price Curve & Escalating: forward oil prices were provided by Bloomberg from the International Commodity Exchange (ICE), London, as of 14 May 2013, where oil prices decline from a current level of $104.30/bbl to $94.58/bbl (February 2016). Oil prices were then assumed to escalate at 2% per annum from 2016.

Brent oil prices are widely traded on a number of commodity exchanges and delivery is both timely and unencumbered by supply issues. Brent is now recognised as the international benchmark crude oil price and has overtaken West Texas Intermediate (WTI) which has been affected by localised production and transportation constraints. In undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report, FoxDavies has determined well head oil prices by applying regional oil price and oil quality differentials to the above Brent oil prices; the discounts to the Brent prices that are assumed are equivalent to the Contract Prices that Fram and its partners are expected to achieve for its crude oil sales. Historically, the low production volumes sales contract that Fram has engaged in to sell its crude (~10 barrels per day) was priced at WTI which is also known as Light Sweet Crude by the New York Mercantile Exchange, less a $14/bbl discount. However, given the fact that the Fram and its partners will be increasing sales volumes significantly, we believe that the price achieved will be in line with its regional peers and trade at WTI without a discount. The Brent oil price is used as a basis in undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report instead of the WTI as the Brent price is used as the basis for all international trade contracts, and as such is large, liquid and widely traded. Any oil production delivered to a recognised international delivery point is generally priced off the Brent oil price plus a discount or premium, dependent on factors such as API gravity and sulphur content. Due to the fact that Brent is widely traded and unencumbered by supply issues, it is now recognised as the international benchmark crude oil price and has overtaken WTI which has been affected by localised production and transportation constraints. In addition, the use of Brent as a basis for the oil price is a reasonable assumption due to the homogenous nature of the global crude market. No gas Reserves were identified in the OPK Resources QPR hence no valuation of gas assets was carried out as part of this Valuation Report. The Companys directors have provided us with confirmation that its forecast oil prices were arrived at after due and careful enquiry and reflects their view of a reasonable outlook of the future. RIHs oil price forecasts were derived from credible public sources and the approach taken is in line with the guidance set out in the SPE PRMS guidelines and Fox-Davies confirms RIHs assumptions to be fair and reasonable.

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Discount Rate Assumption

The discount rate used is normally represented as the sum of three components: i. ii. execution risk; business risk; and

iii. geopolitical risk. The base case discount rate assumption adopted in this Valuation Report is 10%. This is consistent with what both the international E&P industry and equity markets characteristically use when presenting net present values for E&P assets. In addition, sensitivities over a range of discount rates have also been calculated, including reference to an estimated weighted average cost of capital (WACC) that may apply to RIH on IPO.
}i }iq"*Vi1i`/iVV>i "*Vi1i`/iVV>i6>> /iVV>i6>> 6>>
Brent ($/bbl) 255 235 215 195 175 155 135 115 95 75 2010

2015

2020

2025

2030

2035

2040 Low - Forward Curve

2045

High - EIA Reference Case

Source: Company, EIA and Bloomberg data & Fox-Davies estimates

Base Case - Forward Curve & Escalating

Production Profiles and Phasing Assumptions

For DCF valuation modelling of each development and appraisal asset in this Valuation Report, Fox-Davies adopted a generalised capital investment and production profile as described below (Figure 3); the actual profiles used in the modelling were consistent with data provided by RIH.

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}i }iqii>i`*vi ii>i`*vi

Investment and Production Production Profile (illustrative only) only )

Source: Fox-Davies

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Technical Asset Valuation Base Case

The Risked Technical Asset Value for 100% of the Reserves/Contingent Resources in this Valuation Report is summarised in Figure 4 and Table 5, while the Risked Technical Asset Value net to RIHs 20% Interest is summarised in Figure 5 and Table 6.
}i{ }i{q i>`v,i` i>`v,i`/ ,i`/iVV> iVV>i6 i6>iv >iv
Percentage of Risked Technical Asset Value (%)


Risked Technical Asset Value ($mm) 450 400 350 300 250 200 150 100 50 (50) (8)

(1.9%)

418

98.1% Whitewater
Source: Fox-Davies estimates

Williston

Whitewater

Williston

/>Lix />Lixq,i`/iVV>i6>ivf ,i`/iVV>i6>ivf f

Risked Technical Asset Value ($mm) Oil Price Scenario; Forward Curve & Escalating P 90 Whitewater Williston Total
Source: Fox-Davies estimates

2P Reserves P 50 418 418 P 10 563 563

Contingent Resources P 90 (9) (9 ) P 50 (8) (8 ) P 10 (6) (6 )

287 287

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}ix }ixq i>`v,i`/iVV>i6>i i>`v,i`/iVV>i6>iq ,i`/iVV>i6>iq i,ii i,ii ,ii

Percentage of Risked Technical Asset Value (%)


Risked Technical Asset Value ($mm) 90 80 70 60 50 40 30 20 10 94.4% (10) (5)

(5.6%)

84

Whitewater
Source: Fox-Davies estimates

Williston

Whitewater

Williston

/>Li />Liq,i`/iVV>i6>i ,i`/iVV>i6>i i, i,ii ii iif f

Risked Technical Asset Value ($mm) Oil Price Scenario; Forward Curve & Escalating P 90 Whitewater Williston Total
Source: Fox-Davies estimates

2P Reserves P 50 84 84 P 10 113 113

Contingent Resources P 90 (5) (5 ) P 50 (5) (5 ) P 10 (4) (4 )

57 57

/>Li />Liq,i` ,i`/iVV>i6>i /iVV>i6>i i, i,ii iif iif f

Risked Technical Asset Value ($mm - using Forward Curve & Escalating scenario) Block Area ($mm) UnUn- risked Core Whitewater Balance Sheet Items Core TAV Development & Appraisal North Dakota D&A TAV US (ND) (1) (1 ) (5) (5 ) US (CO) 84 84 84 84 20.5 20.5 20.5 20.5 Risked ($/boe) UnUn- risked Risked

Total TAV
Source: Fox-Davies estimates

83

79

19.9

19.9

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/>Lin />Linq,i`/iVV>i6>i ,i`/iVV>i6>i i, i,ii iif iif f

Risked Technical Asset Value ($mm) Oil Price Scenario P 90 Low Forward Curve Base Case Forward Curve & Escalating High EIA Reference Case
Source: Fox-Davies estimates

Colorado P 50 81 84 115 P 10 110 113 153 P 90 (5) (5) (5)

North Dakota P 50 (5) (5) (4) P 10 (4) (4) (4)

56 57 80

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Sensitivities
Details on the sensitivities undertaken in this Valuation Report included energy prices, discount rates, Reserves/Contingent Resources, operating costs and capital costs, are set out below.

Forecast Oil Price Sensitivities

The assessment of the Risked Technical Asset Value considered within this Valuation Report has been based on RIHs assessment of forecast oil prices. This Valuation Report used a Brent oil price as the basis for forecasting oil prices. The base case Brent oil price forecast adopted was: Forward Oil Price Curve & Escalating: Escalating: forward oil prices were provided from market sources as of 14 May 2013, which declines from a current level of $104.30/bbl to $94.58/bbl (February 2016). Oil price forecast then assumed to escalate at 2% per annum from 2016. Two additional Brent oil price sensitivities were undertaken that are described below and illustrated in Figure 2 (page 12): i. Low - Forward Oil Price Curve Nominal: forward oil prices were provided by Bloomberg from the International Commodity Exchange (ICE), London, as of 14 May 2013, which declines from a current level of $104.30/bbl to $94.58/bbl in February 2016. This oil price sensitivity then assumes flat nominal oil prices thereafter. Base C ase - Forward Oil Price Curve & Escalating: forward oil prices were provided from market sources as of 14 May 2013, which declines from a current level of $104.30/bbl to $94.58/bbl (February 2016). Oil price forecast then assumed to escalate at 2% per annum from 2016.

ii.

iii. High EIA Reference Case: Case: The EIA reference case is taken from the Energy Information Administrations (EIA) Annual Energy Outlook 2013 Reference Oil Price Case, in which the Brent spot oil price decreases from $111 per barrel in 2011 to $96 per barrel in 2015. After 2015, the Brent price increases, reaching $163 per barrel in 2040 in real terms (or $269 per barrel in nominal dollars) as growing demand leads to the development of more costly resources. In undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report, FoxDavies has determined well head oil prices by applying regional oil price and oil quality differentials to the above Brent oil prices; the discounts to the Brent prices that are assumed are equivalent to the Contract Prices that Fram and its partners are expected to achieve for its crude oil sales. Historically, the low production volumes sales contract that Fram has engaged in to sell its crude (~10 barrels per day) was priced at WTI which is also known as Light Sweet Crude by the New York Mercantile Exchange, less a $14/bbl discount. However, given the fact that the Fram and its partners will be increasing sales volumes significantly, we believe that the price achieved will be in line with its regional peers and trade at WTI without a discount. The Brent oil price is used as a basis in undertaking the DCF valuation modelling of the Reserves/Contingent Resources in this Valuation Report instead of the WTI as the Brent price is used as the basis for all international trade contracts, and as such is large, liquid and widely traded. Any oil production delivered to a recognised international delivery point is generally priced off the Brent oil price plus a discount or premium, dependent on factors such as API gravity and sulphur content. Due to the fact that Brent is widely traded and unencumbered by supply issues, it is now recognised as the international benchmark crude oil price and has overtaken WTI which has been affected by localised production and transportation
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constraints. In addition, the use of Brent as a basis for the oil price is a reasonable assumption due to the homogenous nature of the global crude market. The Companys directors have provided Fox-Davies with confirmation that these oil price forecasts were arrived at after due and careful enquiry and reflects their view of a reasonable outlook of the future. RIHs oil price sensitivities were derived from credible public sources and the approach taken by RIH is in line with the guidance set out in the SPE PRMS guidelines and Fox-Davies believes RIHs forecast oil price assumptions and resulting sensitivities to be fair and reasonable.

Discount Rates Sensitivities

For the purposes of this Valuation Report, Fox-Davies used discount rate sensitivities around the base case assumption of 10% as follows: 1. 2. 3. Low - 5%; Base case - 10% (also an estimate of RIHs WACC see below); and High - 15%.

It is customary in the oil and gas industry to apply a 10% discount rate when determining technical asset values. A firm's weighted average cost of capital (WACC) is the weighted average of the Cost of Equity Capital (CEC) and the Cost of Debt Capital (CDC). To determine an indicative WACC for RIH once it becomes a listed company, Fox-Davies calculated the WACC for a number of exploration and production companies in four countries that can be arranged by region: i. given the proposed listing of RIH on the Catalist Board of the SGX-ST, Fox-Davies identified nine listed companies with E&P assets that are listed in the Asian Region (listed on the Singapore (5), Kuala Lumpur (1) and Jakarta (3) stock exchanges); and given RIHs Reserves/Contingent Resources are located in the US, we identified E&P companies with listings in the United States (more than 100 in number).

ii.

The CECs and WACCs for the four countries chosen are set out in Table 9.
/>Li />Liq

>`7

v

>`7

vi` E* 7

vi` E**ii i` E**ii *ii

Exchange Singapore Indonesia Malaysia Asia Average United States Average
Source: Bloomberg

CEC 10.4% 11.0% 8.9% 10.1% 10.1 % 11.4% 10.8 10.8 %

WACC 9.8% 6.8% 8.9% 8.5% 8.5 % 8.3% 8.4 8.4 %

Number 5 3 1 148 -

Fox-Davies believes that the base case discount rate of 10% it applied is a representative discount rate when compared to the actual Cost of Equity Capital (CEC) or Weighted Average Cost of Capital (WACC) for similar companies listed in the four countries selected.

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Given the proposed listing of RIH on the Catalist Board of the SGX-ST, and that the subsequent trading of RIHs shares will occur in Asia and it is expected to principally attract Asian investors, Fox-Davies support using an indicative discount rate for RIH derived from listed S.E Asia peers as we believe it is likely to be more relevant than one derived from US listed E&P companies. We note that RIH is currently ungeared. Based on the data above in relation to SE Asian countries, and Singapore in particular, Fox-Davies believes that a 10% discount rate is an appropriate proxy for a WACC for RIH. Risked Technical Asset Values net to RIHs 20% Interest across a range of discount rates for the Reserves/Contingent Resources in this Valuation Report are summarised in Table 10.
/>Li i, ii />Li q"* "*Vi>`V,>i-i Vi>`V,>i-i\ -i\,i` \,i`/iVV>i6>i ,i`/iVV>i6>i /iVV>i6>i i, ii iif f
Risked Technical Asset Value ($mm) Energy Price Scenario 0% Low Forward Curve Base Case Forward Curve & Escalating High EIA Reference Case 113 117 168 Discount Rate 5% 92 95 135 10% 76 79 111 15% 64 66 91

Source: Fox-Davies estimates: The risked net asset values above have been adjusted for geological chance of success only

Reserve Sensitivities
The uncertainty in Reserves and associated production forecasts is usually quantified by using at least three scenarios. For Reserves, these would typically be 1P (or P90), 2P (or P50), and 3P (or P10) Reserves and for Contingent Resources these would typically be 1C (or C90), 2C (or C50), and 3C (or C10) Contingent Resources. The reserve sensitivities adopted, as well as their impact on the Risked Technical Asset Value for RIHs 20% Interest is set out in Table 11.
/>Li i,ii ii />Li q,iii-i\ ,iii-i\/iVV>i6>i i, iif f
Risked Technical Asset Value ($mm) Energy Price Scenario Reserves & Contingent Resources Category P 90/C90 Low Forward Curve Base Case Forward Curve & Escalating High EIA Reference Case
Source: Fox-Davies estimates

P 50/C50 76 79 111

P 10/C10 106 109 149

51 52 75

Operating Cost and Capital Cost Sensitivities

The operating cost and capital cost sensitivities adopted were 30% and the impact on the Risked Technical Asset Value for RIHs 20% Interest is set out in Table 12.

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/>Li i,ii ii />Li q"i>}

>`
>>
-i\/iVV>i6>i "i>}
>`
>>
-i\/iVV>i6>i i, iif
Risked Technical Asset Value ($mm) Variation in Capital Costs - 30% - 30% +30%
Source: Fox-Davies estimates

Variation in Operating Costs 81 79 76 +30% 77 74 71

86 83 80

Cost and Price Inflation

The cost and price inflation sensitivities adopted were -2.5% to +6.0% and the impact on the Risked Technical Asset Value for RIHs 20% Interest is set out in Table 13
/>Li />Li qv>-i\/iVV>i6>i i,ii i,ii iif f
Risked Technical Asset Value ($mm) Cost Inflation (% pa) - 2.5% - 2.5% 0.0% 2.0% 4.0% 6.0%
Source: Fox-Davies estimates

Oil Price Inflation (% pa) 0.0% 73 73 72 71 70 2.0% 80 79 79 78 77 4.0% 88 87 86 85 84 6.0% 95 95 94 93 92

66 65 64 63 62

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Valuation Conclusion
Fox-Davies valued RIHs 20% Interest in the Reserves/Contingent Resources the subject of this Valuation Report at a Risked Technical Asset Value of $79 million (net present value after tax discounted at 10%, using P50 reserve and Contingent Resources and applying forward oil curve pricing then escalating at 2%, then adjusted for risk and RIHs 20% Interest); the valuation is summarised in Table 14.
/>Li{ i,ii ii />Li{ {q,i`/iVV>i6>i i, iif f
Risked Technical Asset Value ($mm) Oil Price Scenario: Forward Curve & Escalating 0% Whitewater Williston Total
Source: Fox-Davies estimates

Discount Rate 5% 100 (5) 95 10% 84 (5) 79 15% 71 (5) 66

122 (5) 117

In Fox-Davies opinion, and as reflected in the sensitivities presented herein, the principal factors that could impact the Risked Technical Asset Value in this Valuation Report are future oil prices, underperformance of the reserve base, reduction in production rates and the discount rate used. This is principally due to the expected relatively low capital and operating cost nature of the operations. As well as RIHs 20% Interest in the Reserves/Contingent Resources in Table 14, RIH also has a further interest by virtue of its 24% equity interest in Fram that adds $57 million to RIHs Risked Technical Asset Value. The increase in the Risked Technical Asset Value from the addition of RIHs 24% shareholding in Fram is summarised in Table 15.
/>Lix />Lix xq,i`"i>6>> ,i`"i>6>>q >qii ii>`{ ii>`{ ii >`{ ii> ii> >f f
Contributor 20% Interest In Assets RIHs 24% Interest in FRAM Total
Source: Fox-Davies estimates

Contribution ($mm) 79 57 136

Fox-Davies has assessed the impact of all of the key factors and sensitivities to determine the key valuation factors, and concluded these are the oil price and Reserves/Contingent Resources. This results in a valuation range for the Risked Technical Asset Value for RIHs 20% Interest in the Reserves/Contingent Resources and its 24% equity interest in Fram. The resulting valuation range is summarised in Table 16.
/>Li />Li i,ii >`{ ii>f q/iVV>i6>i i,ii ii>`{ ii>f f
Risked Technical Asset Value ($mm) Oil Price Scenario Reserves & Contingent Resources Category P 90/C90 Low Forward Curve Base Case Forward Curve & Escalating High EIA Reference Case
Source: Fox-Davies estimates

P 50/C50 131 136 191

P 10/C10 182 187 256

88 89 129

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As RIHs Reserves/Contingent Resources are expected to be developed for the expected future excess cash flow that is generated, Fox-Davies does not believe that it is appropriate to attach any premium or discount to the Risked Technical Asset Value in arriving at a fair market value under the VALMIN Code. Fox-Davies has considered the matrix of Risked Technical Asset Value for oil price and Reserves/Contingent Resources held directly and indirectly by RIH (as provided in Table 16), and associated sensitivity analyses, and we conclude that the Risked Technical Asset Value preferred valuation is best represented by the base case pricing scenario and P50 reserve case (the Best Estimate), while the range is best represented by the P90 Reserves case at the lower limit (the Low Estimate), and P10 at the upper limit (the High Estimate). Fox-Davies resulting valuation range and Best Estimate that also represents a fair market value of RIHs Reserves/Contingent Resources (as at a valuation date of the 14 May 2013) are set out in Table 17.
/>Li />Li q6>> 6>>,>}iE i >i >,>}iE i >iq ,>}iE i >iq i,ii i,ii iif f
Oil Price Scenario: Forward Curve & Escalating RIH 20% interest and 24% equity interest in Fram
Source: Fox-Davies estimates

Risked Technical Asset Value ($mm) Low Estimate 89 Best Estimate 136 High Estimate 187

RIH also has a 65% interest in Lime Petroleum Limited (Lime Petroleum or Lime) that has an exploration portfolio in the Middle East and Norway with significant Prospective Resources. The remaining 35% interest in Lime Petroleum is held by Hibiscus Petroleum Bhd (Hibiscus), an E&P company listed on the Bursa Malaysia. FoxDavies has not valued Prospective Resources in accordance with Practice Note 4C of the SGX-ST listing rules which states that the disclosure of any oil and gas accumulation should exclude Prospective Resources. Fox-Davies draws attention to the Risk Factors set out in Risk Factors (page 33) and highlight that any conclusion on the value of the Reserves/Contingent Resources in this Valuation Report is subject to the Limiting Conditions set out in Limiting Conditions section (page 30). The Risked Technical Asset Values documented in this Valuation Report are subject to the assumptions, risk factors and limiting conditions contained herein. This Valuation Report outlines the factors considered, methodology and assumptions employed in formulating a view on the Risked Technical Asset Value of RIHs Reserves/Contingent Resources.

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Licence Portfolio
This section provides details of the licences as well as the information used by Fox-Davies in this Valuation Report. Set out below are reserve/resource details, economic interest, development timing, capital expenditure and operating cost assumptions presented in a standardised format. RIHs licence interests are located as follows: i. United States: Colorado and North Dakota. A valuation was only undertaken using Reserves or Contingent Resources. The associated Prospective Resources were not included in the Valuation Report as the rules of the SGX-ST (the Rules) do not allow their inclusion. Other International: The Middle East and Norway. These exploration assets have large Prospective Resources assigned to them following seismic and geophysical interpretation and so have significant valuation potential but were not included in the Valuation Report as the Rules do not allow the inclusion of Prospective Resources or a valuation thereof.

ii.

The gross Reserves/Contingent Resources in the United States are summarised in Table 18.
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Gross (mm bbl) 2P Reserves Contingent Resources
Source: Company and Fox-Davies Data

P 90/C90 14.9 0.2

P 50/C50 20.4 0.3

P 10/C10 26.5 0.4

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United States Licence Details

In assessing the valuation of the two onshore Concessions in the United States, Fox-Davies has considered the Companys interest in the Whitewater production unit (Whitewater) in Colorado, and the Williston Basin production unit (Williston Basin) in North Dakota. Whitewater produces from the Piceance Basin and is located in Mesa and Delta counties near Grand Junction (Figure 6), while the Williston Basin assets are located in Renville County near Lake Darling (Figure 7); the key features of the licences are summarised in Table 19 and Table 20.
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>`ViVi

Source: ESRI, Company and Fox-Davies Data

}i }iqii>V>v,i >>ViVi >>ViVi ViVi

Source: ESRI, Company and Fox-Davies Data

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/>Li />Li 7i>iViVi-> 7i>iViVi->

Item Licence Name Working Interest Paying Interest Area Prospects Un-risked (Gross): 2P Reserves Contingent Resources Prospective Resources Comments Costs (Gross) Wells Development well Exploration & Appraisal well Development Capex Opex Oil $1.0mm $3mm total for infrastructure $5/bbl A breakdown of drivers used in the valuation of the US prospects is provided from page 38 (Appendix). The fiscal terms are summarised from page 28 (United States Fiscal Terms)
Source: Company data & Fox-Davies Estimates

Value Whitewater Production Unit (Various) 20% 20% 2P Reserves 20.4mm boe Productive reservoirs are pervasive in the Piceance Basin, and commercial viability requires access to drilling equipment and drill sites.

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Item Licence Name Working Interest Paying Interest Area Prospects Un-risked (Gross): 2P Reserves Contingent Resources Prospective Resources Comments 0.3mm bbl The lack of gas infrastructure mitigates the prospect of gas sales. Low capex costs are a result of the availability infrastructure and the low water cut and Gas/Oil Ratio (GOR) of the produced oil. Oil $2.0mm $0.8mm $0.30/bbl $3.5/bbl A breakdown of drivers used in the valuation of the US prospects is provided from page 38 (Appendix). The fiscal terms are summarised from page 28 (United States Fiscal Terms)
Source: Company data & Fox-Davies Estimates

Value Williston Basin (East Smith) 20% 20% Contingent Resources

Costs (Gross) Wells Development well Exploration & Appraisal well Development Capex Opex

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Prospects & Drilling

The QPR provides a basis for evaluating Frams drilling and petro-physical data in both the Piceance and Williston Basins. Given the nature of the productive series, access to reserves and production can be enhanced by reducing the well spacings. Fox-Davies has summarised the QPRs volumetric data in Table 21 (Whitewater Production Unit Piceance Basin) and Table 22 (Williston Basin).
/>Li />Li  7i>i,iii>` 7i>i,iii>`
}i ,iii>`
}i,iVi
}i,iVi >i ,iVi >i >iLL LL
Total Hydrocarbon Oil (mm bbl) Gas (bcf) Total (mm boe)
Source: Fox-Davies Estimates

2P Reserves 20.4 -

Resources -

(mm boe) 20.4 20.4

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}i,iVi >i 7 >,iii>`
}i,iVi >i ,iii>`
}i,iVi >iLL LL
Hydrocarbon Oil (mm bbl) Gas (bcf) Total (mm boe)
Source: Fox-Davies Estimates

Volume 2P Reserves Resources 0.3 0.3 (mm boe) 0.3 0.3

Timing of Development
For the purposes of this Valuation Report, Fox-Davies has assumed that Rex US Ventures Limited or Fram does not prioritise the drilling and development of the assets, nor does Fox-Davies attempt to evaluate the timing differences that may occur due to rig availability. The timetable for the investment is summarised in Table 23 (Whitewater) and Table 24 (Williston Basin).
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Prospect Comment Year 2013 2014 2015 2016 2017 2018 2019 2020

Legend Development Well Infrastructure

Source: Company data & Fox-Davies estimates

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/>Li{ />Li{ {q7 >q 7 >q/}v}>`>> /}v}>`>> >>

Prospect Comment Year 2013 2014 2015 2016 2017 2018 2019 2020

Legend Appraisal Well Development Well Infrastructure

Source: Company data & Fox-Davies estimates

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United States Fiscal Terms

Each US state employs broadly the same fiscal system, normally comprising royalty, severance tax, property tax, state and federal income taxes. A feature of the onshore US petroleum industry is that ownership of natural resources may rest with individuals, rather than the government. Thus, private landowners may charge bonuses and royalty for leases on their land and the terms of these arrangements are normally held confidentially. In 2009, the federal government announced the removal of accelerated depreciation for intangible drilling costs, which makes up the majority of capital costs in onshore operations. The industry is contesting the changes and, at the time of writing, they have not been enacted. Current fiscal terms
Category Licence Terms Comment Onshore leases in the US are owned by federal government, state governments and private landowners Federal onshore leases are awarded via competitive bidding rounds held by the state Bureau of Land Management (BLM) every quarter. Federal leases are awarded for an initial term of five years Most states have their own lease sales normally held via competitive bidding rounds. The lease terms and regulations for state leasing vary by state. A cash bonus bid is required to secure a lease during a state lease auction round. Some leases are as short as two years, while others require operators to maintain a certain level of drilling or production in order to hold the lease In many states, much of the land is leased by private landowners, who rarely hold formal auctions or publish lease terms Equity Participation Bonuses, Rentals and Fees Signature Bonuses Payable None Most federal and state leases are awarded to the highest bonus bidder Leases issued on federal and state owned leases incur annual area rental fees and most states also levy drilling permit fees State Royalty (Gas included for information only) Severance tax (Gas included for information only) State Colorado North Dakota Oil 12.5% 6.5% Gas 12.5% $0.1143/mcf

Most states in the US apply a production or severance tax on the gross value of oil and gas production (less royalty) on all leases, irrespective of land ownership. Some states allow deductions for high cost drilling, such as low productivity or unconventional gas wells State Colorado North Dakota Oil 5.0% 5.0% Gas 5.0% -

Property Tax

Most states also levy an ad valorem property tax on the book value of assets (i.e. tangible capital expenditure less depreciation (calculated on a straight line basis over the economic life of the asset) State Colorado North Dakota Property Tax 7.6% -

PSC Cost Recovery PSC Profit Sharing Federal Income Tax

Federal Income Tax (FIT) is levied at 35% on gross revenue less royalty, State taxes, E&A costs, operating costs and depreciation Development costs are depreciated using the double declining balance method, switching to straight line as soon as that allowance is greater. Alternatively, development costs may be depreciated using the unit of production method and taxpayers may elect to expense drilling and other intangible development costs In 2009, the government announced the removal of accelerated depreciation of drilling costs but at the time of writing this had not been enacted

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Category State Income Tax

Comment State Income Tax (SIT) is levied on taxable income for FIT purposes (before state income tax deductions). State Colorado North Dakota Income Tax 4.6% 5.0%

Ring Fencing

Royalty and severance tax are levied at the lease level Companies consolidate their activities in the state for state income tax and globally for FIT purposes

Product Pricing
Source: WoodMackenzie, Company and Fox-Davies data

Free market pricing

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Limiting Conditions
1. In the preparation of this Valuation Report, Fox-Davies relied on the accuracy, completeness and reasonableness of the financial information, forecasts, assumptions and other data, provided to us by the Company/engagement parties and/or its representatives. Fox-Davies did not carry out any work in the nature of an audit and neither are we required to express an audit or viability opinion. We take no responsibility for the accuracy of such information. The responsibility for determining the value rests solely with the Company/engagement parties and this Valuation Report was only used as part of the Companys/engagement parties analysis in reaching their conclusion of value. It should be noted that the Risked Technical Asset Values of the future net cash flows of a petroleum property, such as those discussed in this Valuation Report, do not in themselves represent an opinion as to the market value of a property or interest in it. Furthermore, in assessing a likely market value of RIH on IPO, it would be necessary to take into account a number of additional factors including: a. Reserves risk;

2.

b. potential upside, such as in the exploitation of Contingent Resources, or the possibility of exploiting what are currently Prospective Resources; c. other benefits accruing to the beneficial interest holders(s) of the asset;

d. any charges levied against the asset; e. the competitive state of the market at the time of the contemplated transaction; and f. 3. the relative balance between the selling party and buying party.

This Valuation Report only provides the reader with an assessment of the value of the petroleum properties described herein. Fox-Davies has explained as part of its service engagement procedures that it is the directors responsibility to ensure proper books of accounts are maintained, and the financial information and forecasts give a true and fair/reasonable view and have been prepared in accordance with the relevant standards and companies ordinance. Public information and industry and statistical information have been obtained from sources we deem to be reputable and for which we have taken reasonable care in the compilation of such information, however, we make no representation as to the accuracy or completeness of such information, and have accepted the information without any verification. The Board and management of the Company/engagement parties have reviewed and agreed on the Valuation Report and confirmed that the basis of oil price assumption and the other major assumptions, calculations and results are appropriate and reasonable. Fox-Davies shall not be required to give testimony or attendance in court or to any government agency by reason of this exercise, with reference to the assets described herein unless prior arrangements have been made and agreed with Fox-Davies or required by law. No opinion is intended to be expressed for matters which require legal or other specialised expertise or knowledge. The use of the Valuation Report is subject to the terms of engagement letter/proposal and the full settlement of any fees due.

4.

5.

6.

7.

8.

9.

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10. Our conclusions assume continuation of prudent management policies over whatever period of time that is considered to be necessary in order to maintain the character and integrity of the assets valued. 11. Fox-Davies assumes that there are no hidden or unexpected conditions associated with the subject matter under review that might adversely affect the reported review result. Further, Fox-Davies assumes no responsibility for changes in market conditions after the Valuation Report /Reference Date. Fox-Davies cannot provide assurance on the achievability of the results forecasted by the Company/engagement parties because events and circumstances frequently do not occur as expected; difference between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans and assumptions of management. 12. This Valuation Report has been prepared for the directors of RIH and for inclusion in the Offer Document prepared by RIH. The Valuation Report should not be otherwise referred to, in whole or in part, or quoted in any document, circular or statement in any manner, or distributed in whole or in part or copied to any third party without Fox-Davies prior written consent. Save for statutory or regulatory obligations, FoxDavies shall not under any circumstances whatsoever be liable to any third party. 13. This Valuation Report is confidential to the client and the calculation of values expressed herein is valid only for the purpose stated in the engagement letter/or proposal as of the valuation/reference date. In accordance with our standard practice, we must state that this Valuation Report and exercise is for the use only by the party to whom it is addressed and for specific purpose and no responsibility is accepted with respect to any third party for the whole or any part of its contents. This Valuation Report is provided to the Directors of RIH in relation to the proposed listing on the Catalist Board of the SGX-ST and prepared for inclusion in the Offer Document prepared by RIH. 14. Where a distinct and definite representation has been made to us by party/parties interested in the assets valued, we are entitled to rely on that representation without further investigation into the veracity of the representation. 15. The Company/engagement parties agrees to indemnify and hold Fox-Davies harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorneys fees, to which Fox-Davies may become subjects in connection with this engagement. In the event Fox-Davies is subject to any liability in connection with this engagement, such liability will be limited to the amount of fee Fox-Davies received for this engagement. 16. Fox-Davies is not a technical consultant or environmental consultant and takes no responsibility for any actual or potential environmental liabilities that exist, and their effect on the value of the asset. Fox-Davies does not conduct or provide environmental assessments and has not performed one for the subject property. 17. This Valuation Report is premised in part on the historical financial information and future forecasts provided by the management of the Company/engagement parties. Fox-Davies has assumed the accuracy and reasonableness of the information provided and relied to a considerable extent on such information in arriving at a calculation of value. Since projections relate to the future, there will usually be differences between projections and actual results and in some cases, those variances may be material. Accordingly, to the extent any of the above mentioned information requires adjustments; the resulting value may differ significantly. 18. Actual transactions involving the subject assets/business might be concluded at a higher or lower value, depending upon the circumstances of the transaction and the business, and the knowledge and motivation of the buyers and sellers at that time and therefore not necessary close to the values calculated in this Valuation Report.
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19. This Valuation Report and the conclusion of values arrived at herein are for the exclusive use of Fox-Davies client for the sole and specific purposes as noted herein. Furthermore, the Valuation Report and conclusion of values are not intended by the authors, and should not be construed by the reader, to be investment advice and for any investment purpose in any manner whatsoever. The conclusions on value are based on information provided by the Company/engagement parties and other sources. 20. The conclusions on value contain calculations and forecasts based on data provided by Company, as well as those contained in the OPK Resources QPR. 21. The conclusions on value are based on accepted valuation procedures and practices that rely substantially on the use of numerous assumptions and consideration of various factors that are relevant to the exploration and development assets of the Company. Considerations of various risks and uncertainties that have a potential impact on the business have also been made. 22. No opinion has been expressed on matters that require legal, accounting, taxation or other specialised expertise or knowledge. The conclusions on value assume continuation of prudent and competent management over whatever period of time that is reasonable and necessary to efficiently develop and operate the assets in order to maximise their economic benefits.

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Risk Factors
Reserves and Resources
The projected production profiles used in this risked asset valuation assume particular development scenarios. There is a risk that some of the existing resources may not convert to Reserves and that additional resources may not be found. Prospective resources, the resource category with the lowest confidence level, may not carry as much oil or gas as presently estimated. Timing to first production could be delayed or production levels could be lower than those currently forecast or could operate below expectation. In the event that any of these scenarios develop, the asset value may be diminished.

Future energy prices and the global economy

Forecast revenues depend on future oil and gas prices, and DCF valuation modelling shows the Risked Technical Asset Value is highly sensitive to oil price fluctuations, both positively and negatively. A major and prolonged fall in energy prices would substantially reduce the value and could, in the worst case, render the assets uneconomic.

Approvals
Any failure to obtain Governmental approvals will significantly reduce the forecast production levels and hence the value of the assets.

Commissioning of new processing facilities

The Company plans to undertake development drilling and to commission operating facilities to support production to allow the processing of oil. Any delay in development drilling or failure to commission the operating facilities as planned will impact negatively on the value of the assets.

Costs overruns
Actual costs could deviate substantially from those used in the valuation. Exploration and development drilling may also be higher than expected. Any cost overruns can negatively impact the amount of free cash flow and the asset value may be diminished.

License tenure
Exploration licenses are fundamental to any oil and gas asset valuation and the value of the Company. Any defects in the validity or tenure of the licenses may have a significant adverse effect on the value of the assets and of the Company.

Environmental
As much as the Company is expected to take all necessary measures to minimize its impact on the environment and the health and safety of its employees, there is a risk that drilling and operational activities could affect health and safety and have wider environmental considerations and so have a significant adverse effect on the value of the assets and of the Company.

Social issues
There is a risk local communities might resent the presence of an exploration and development operation in their neighbourhood due to perceived and actual: pollution, noise, increased traffic and the presence of a work force. Any complaints and protest by local communities might have an adverse impact on operations and could have an adverse effect on the value of the assets and of the Company.

Reliance on key executives

The future success of the Company is dependent, to a large extent, upon the continued service of its key executives and technical personnel. There is intense competition throughout the global energy industry for experienced managerial and technical personnel. The loss of the services of such personnel without making immediate and adequate replacements could have a material adverse effect on part or all of the operation.
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Country and political risk

Although the areas in which the Company operates are generally considered to be stable politically and welcome foreign investment, there is always a risk that the political situation could change.

Realisation of forecast and future plans

This Valuation Report is premised to a large extent on the financial information, future plans and forecasts provided by the Company and documented in the Offer Document and OPK Resources QPR. Fox-Davies has assumed the accuracy of the information provided to it and relied to a considerable extent on such information in arriving at a risked asset valuation. Differences between future projections and the actual results can result in significant variances that may be material. Accordingly, to the extent that any of the above mentioned should require adjustment, the risked technical asset valuation will change.

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Valuers Biographies
Dr Zac Phillips, Head of O&G Investment Banking
Qualifications: BEng (Chem. Eng.) (Hons.), PhD (Chem. Eng.) Affiliations: Member Society of Petroleum Engineers (SPE), Member Institute of Chemical Engineers, member Association of International Petroleum Negotiators, Approved Person Financial Conduct Authority (UK). Zac has in excess of 17 years experience in Oil and Gas and finance, working for companies such as BP, Chevron, Merrill Lynch and ING Barings, where he undertook finance or finance related roles. Given his Chemical Engineering degree and PhD, Zacs career has focused on the economics of investment, and its assessment, on a range of projects from process change implementation, to operating plants and companies. Zacs extensive oil and gas financial and technical experience has ably lent itself to the valuation of exploration and producing oil and gas assets, especially where complex financial structures define companies access to the economic benefits of ownership. Latterly, Zac was the CFO to Dubai Worlds oil and gas business (DB Petroleum), with responsibility for risk management, valuation and the authoring of investment proposals. During this time, Zac valued in excess of 152 transactions with a combined transaction value of in excess of $35bn. Zac has an Honours Degree in Chemical Engineering from Wales and a PhD in Chemical Engineering from Bath University. He is a member of the Society of Petroleum Engineers, Institute of Chemical Engineers and the Association of International Petroleum Negotiators; Zac is also an Approved Person under the Financial Conduct Authority in the United Kingdom.

Richard Hail, Director O&G Corporate Finance

Qualifications: BSc, BEng (Chem. Eng.) (Hons.), MBA Affiliations: Member SPE, Approved Person Financial Conduct Authority (UK). Richard has over 30 years experience working in, and providing advice to, companies in the oil and gas sector. Richard commenced his professional career as a petroleum engineer with Exxon in Australia prior to pursuing an investment banking career where he has gained extensive experience in the financial and economic evaluation of international oil and gas assets. In his investment banking career, Richard has specialised in the O&G sector and has extensive experience of financial advisory, M&A advisory, O&G asset acquisition and divestiture, asset valuation and equity capital markets and IPO transactions. Richard has an Honours Degree in Chemical Engineering and a Science Degree from The University of Sydney and an MBA from Macquarie University. He is a member of the Society of Petroleum Engineers and is an Approved Person under the Financial Conduct Authority in the United Kingdom.

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Professional Declaration
The authors certify, to the best of their knowledge and belief, that: This Valuation Report was prepared using a valuation methodology consistent with the SPE PRMS guidelines and also in accordance with the VALMIN Code. Information has been obtained from sources that are believed to be reliable. All facts that have a bearing on the risked asset valuation have been considered by the authors and no important facts have been intentionally disregarded. The reported analyses, opinions and conclusions are subject to the assumptions as stated in this Valuation Report and based on the authors personal, unbiased professional analyses, opinions and conclusions. The reported analyses, opinions, and conclusions are independent and objective. The authors have no present or prospective interest in the assets that are the subject of this Valuation Report, and have no personal interest or bias with respect to the parties involved. The authors compensation is not contingent upon the amount of the value estimate, the attainment of a stipulated result, the occurrence of a subsequent event, or the reporting of a predetermined value or direction in value that favours the cause of the client. The Commissioning Entity/client has provided an indemnity under which Fox-Davies or the authors will be compensated for any liability resulting from their reliance on information provided by the Commissioning Entity that is materially inaccurate or incomplete; or relating to any consequential extension of workload through queries, questions or public hearings arising from the Valuation Report. This Valuation Report and opinion on value are subject to the Limiting Conditions.

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Authors Declaration
Zac Phillips
I, Zac Philips, hereby certify that: 1. 2. I have more than 17 years experience in the oil and gas and finance industries. By reason of my education, affiliation with a professional association and past relevant work experience, that I fulfil the requirements to be an Expert. I am responsible for the preparation of all portions of this Valuation Report. I have read the SPE PRMS and the VALMIN Code and the Valuation Report has been prepared in accordance with them. I am a Member of the SPE and am subject to its code of ethics. I am not aware of any material fact or change with respect to the subject matter of the Valuation Report that is not reflected herein, that a failure to disclose would make the Valuation Report misleading. I am independent of the Company.

3. 4.

5. 6.

7.

Zac Phillips

Richard Hail
I, Richard Hail, hereby certify that: 1. 2. I have more than 30 years experience in the oil and gas and finance industries. By reason of my education, affiliation with a professional association and past relevant work experience, that I fulfil the requirements to be an Expert. I am responsible for the preparation of all portions of this Valuation Report. I have read the SPE PRMS and the VALMIN Code and the Valuation Report has been prepared in accordance with them. I am a member of SPE and am subject to its code of ethics. I am not aware of any material fact or change with respect to the subject matter of the Valuation Report that is not reflected herein, that a failure to disclose would make the Valuation Report misleading. I am independent of the Company.

3. 4.

5. 6.

7.

Richard A. Hail

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Appendix
Prospect Evaluation Data
/>Lix />Lix x L>6>>*>>ii L>6>>*>>ii
Discount Rate Basis Execution Risk Business Risk Discount rate Geopolitical Risk - Region Norway Oman UAE United States Abandonment/ Abandonment /Decommissioning Inflation Abandonments costs Technical to Commercial CoS Technical to Commercial CoS (%) IPO multiple (%) Technical to Commercial CoS (%) Oil & Gas Price Basis Oil & Gas Price Basis Oil Price ($/bbl) HH Gas Price ($/mcf) Reserves Basis Asset Types Appraisal Development Production
Source: Company and Fox-Davies Data - Assumed to be 100% for all Reserves. For Contingent Resources in the Williston assets a Technical to Commercial rate of 50% is assumed.

Value 0.0% 10.0% 10.0% Risk Premium 0.0% 0.0% 0.0% 0.0%

3.00% 15.0% Value 100.0%

1.0x 100.0% Value

Forward Curve & Escalating Gas not evaluated P50 CoS Range 25 55% 55 85% 85 100%

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Whitewater Licence and Prospect Summary

/>Li />Li 7i>i 7i>iViVi>`*iV-> ViVi>`*iV->
Description Asset Type Country Licence Awarded (year) Duration (years - ALL PHASES) Prospect Interest Geopolitical Risk Duration of PrePre-Development Phases (Years) Evaluation Exploration Appraisal Reserves/ Reserves/Resources Oil Gross Recoverable Reserves/Resources (mm bbl) Net to Company Reserves/Resources (mm bbl) Gas Gross Recoverable Reserves/Resources (bcf) Net to Company Reserves/Resources (bcf) Total Net to Company (mm boe) Oil Gas Royalty - State & Landowner Oil Gas Fiscal State Tax Severance Tax Property Tax Federal Tax Depreciation Period (Years)
Source: Company data & Fox-Davies estimates

Development Untied States Colorado 2012 Secured by Production Whitewater Production Unit 20% 0.0%

0 0 1

20.4 4.1

4.1 100% % 34.3% 32.5%

4.6% 5.0% 7.6% 35% 14

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/>Li />Li q7i>i">> 7i>i">> ">>

Fiscal Oil price Discount ($/bbl) Production Essentials Development (Years) Ramp up (Years) Plateau (Years) Decline (Years) Implied Net Peak Production (mm bpy) Implied Net Peak Daily Production (m bpd) Operational Lifting & Opex ($/bbl) Total ($mm) Fixed Opex (%) Fixed Opex ($mm) Year 2012 2012 2012 2013 2013 2016 2017 2022 2023
Source: Company data & Fox-Davies estimates

10.0

3 1 5 0.82 2.24

5.0 20 10% 2.0 Phase Evaluation Exploration Appraisal Development Ramp-up Plateau Decline Decommissioning End of Term

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/>Lin />Lin nq7i>iiiiEv>Vi 7i>iiiiEv>Vi iiiEv>Vi

Well costs Drill & Complete Investment Year 2013 2014 2015 2016 2017 2018 Investment Year 2013 2014 2015 2016 2017 2018
Source: Company data & Fox-Davies estimates

($mm) 1.0 Wells 26 35 9 Infrastructure ($mm) 1.0 1.0 1.0 -

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Williston Basin Summary

/>Li />Li 7 >ViVi-> 7 >ViVi-> ViVi->
Description Asset Type Country Licence Awarded (year) Duration (years - ALL PHASES) Prospect Interest Geopolitical Risk Duration of PrePre-Development Phases (Years) Evaluation Exploration Appraisal Reserves/ Reserves/Resources Oil Gross Recoverable Reserves/Resources (mm bbl) Net to Company Reserves/Resources (mm bbl) Gas Gross Recoverable Reserves/Resources (bcf) Net to Company Reserves/Resources (bcf) Total Net to Company (mm boe) Oil Gas Royalty - State & Landowner Oil Gas Fiscal State Tax Property Tax Federal Tax Depreciation Period (Years)
Source: Company data & Fox-Davies estimates

Development United States North Dakota 2012 Secured by Production Williston Basin Production Unit 20.0% 0.0%

0.3 0.1

0.1 0.1 100% % 26.5% 20.0%

5.0% 0.0% 35% 13

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/>Li />Li q7 > 7 >">> ">>

Fiscal Oil price Discount ($/bbl) Severance Tax Production Essentials Development (Years) Ramp up (Years) Plateau (Years) Decline (Years) Implied Net Peak Production (mm bpy) Implied Net Peak Daily Production (m bpd) Operational Lifting & Opex ($/bbl) Total ($mm) Fixed Opex (%) Fixed Opex ($mm) Year 2012 2012 2012 2014 2014 2015 2016 2018 2019
Source: Company data & Fox-Davies estimates

10.0 11.5%

1 1 3 0.10 0.27

3.5 2 10% 0.2 Phase Evaluation Exploration Appraisal Development Ramp-up Plateau Decline Decommissioning End of Term

/>Li />Li q7 >iii>`>>-> 7 >iii>`>>-> iii>`>>->

Appraisal Well costs Drill & Complete Investment Year 2013 2014 2015 Investment Year 2014 2015 2016
Source: Company data & Fox-Davies estimates

($mm) 0.8 Appraisal Wells 4 5 1 Infrastructure ($mm) 0.6 -

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Index of Tables and Figures

Tables
Table Title Table 1 Risked Technical Asset Value Net to RIHs 20% Interest ($mm) Table 2 RIHs Implied Overall Valuation 20% Interest and 24% Equity Interest in Fram ($mm) Table 3 Technical Asset Value Net to RIHs 20% Interest ($mm) Table 4 Valuation Range & Best Estimate Net to RIHs Interest ($mm) Table 5 Risked Technical Asset Value for 100% ($mm) Table 6 Risked Technical Asset Value - Net to RIHs 20% Interest ($mm) Table 7 Risked Technical Asset Value - Net to RIHs 20% Interests ($mm) Table 8 Risked Technical Asset Value - Net to RIHs 20% Interests ($mm) Table 9 CEC and WACC of Listed E&P Peer Group Table 10 Oil Price and Discount Rate Sensitivity: Risked Technical Asset Value Net to RIHs 20% Interest ($mm) Table 11 Reserve Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) Table 12 Operating Cost and Capital Cost Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) Table 13 Inflation Sensitivity: Technical Asset Value Net to RIHs 20% Interest ($mm) Table 14 Risked Technical Asset Value Net to RIHs 20% Interest ($mm) Table 15 RIHs Implied Overall Valuation 20% Interest and 24% Equity Interest in Fram ($mm) Table 16 Technical Asset Value Net to RIHs 20% Interest and 24% Equity Interest in Fram ($mm) Table 17 Valuation Range & Best Estimate Net to RIHs Interests ($mm) Table 18 Gross Reserves and Contingent Resources (mm bbl) Table 19 Whitewater Licence Summary Table 20 Williston Basin Licence Summary Table 21 Whitewater Gross Reserves and Contingent Resources Estimates (mm bbl) Table 22 Williston Basin Gross Reserves and Contingent Resources Estimates (mm bbl) Table 23 Whitewater Timing of Drilling and Development Table 24 Williston Basin Timing of Drilling and Appraisal Table 25 Global Valuation Parameters Table 26 Whitewater Licence and Prospect Summary Table 27 Whitewater Oil Data Table 28 Whitewater Development & Infrastructure Table 29 Williston Basin Licence Summary Table 30 Williston Basin Oil Data Table 31 Williston Basin Development and Appraisal Summary Table 32 Resources Classification Terms Page 1 1 2 2 14 15 15 16 18 19 19 20 20 21 21 21 22 23 25 25 26 26 26 27 38 39 40 41 42 43 43 48

Figures
Figure Title Figure 1 RIH Corporate Structure Figure 2 Oil Prices Used in Technical Asset Valuation Figure 3 Generalised Profile Figure 4 Breakdown of Risked Technical Asset Value for 100% Figure 5 Breakdown of Risked Technical Asset Value Net to RIHs 20% Interest Figure 6 General Location of Rexs US Colorado Licences Figure 7 General Location of Rexs North Dakota Licences Figure 8 Resources Classification Framework Page 7 12 13 14 15 24 24 47

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Glossary
Term 1C 1P 1P 2C 2D 2P 2P 3C 3D Description Denotes low estimate scenario of Contingent Resources Proven oil Proved Reserves Denotes best estimate scenario of Contingent Resources A group of seismic lines acquired individually, as opposed to the multiple closely spaced lines acquired together that constitute 3D seismic data Proven oil + Probable oil Sum of Proved plus Probable Reserves Denotes high estimate scenario of Contingent Resources A set of numerous closely-spaced seismic lines that provide a high spatially sampled measure of subsurface reflectivity. Typical receiver line spacing can range from 300m (1,000ft) to over 600m (2,000ft), and typical distances between shotpoints and receiver groups are 25m (82ft) (offshore and internationally) and 110ft or 220ft (34 to 67m) (onshore US, using values that are even factors of the 5,280feet in a mile) Proven oil + Probable oil + Possible oil Sum of Proved plus Probable plus Possible Reserves An arbitrary scale expressing the density of liquid (gravity) petroleum products devised jointly by the American Petroleum Institute and the National Bureau of Standards. Oil with the least specific gravity has the highest API gravity. The measuring scale is calibrated in terms of degrees API. API gravity is the industry standard for expressing the specific gravity (SG) of crude oils. A high API gravity means lower specific gravity and lighter oils A depression in the Earth's surface, containing the youngest section of rock in its lowest, central part Barrel Billion cubic feet Billion cubic feet per day billion (1x10 ) Barrels of oil equivalent Barrels of oil equivalent per day Barrels oil per day Barrels oil per year British thermal unit Capital Expenditure Commercial Chance of Success Geological Chance of Success Total Chance of Success Discounted Cash Flow The rate used in financial calculations to determine NPV Exploration & Production Expected Monetary Value Estimated Ultimate Recovery is a term which may be applied to an individual accumulation of any status/maturity (discovered or undiscovered). Estimated Ultimate Recovery is defined as those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from an accumulation, plus those quantities already produced The process of buying in to a licence block held by another licensee by paying a proportion of the costs, normally in excess to the interest that is finally earned, e.g., earning a 15% interest on a 2:1 basis means that 30% is paid Cubic feet Geology & Geophysics Gas/oil ratio (mcf/bbl) thousand (1x10 ) Thousand barrels Cubic meter 45
3 9

3P 3P API gravity

Basin bbl bcf bcfpd bn boe boed bopd bopy Btu Capex CoSC CoSG CoST DCF Discount Rate E&P EMV EUR

FarmFarm-in ft
3

G&G GOR m m bbl m

3

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Term mcf mm mm bbl mm boe mm scfpd NAV NPV NPV (10) OOIP Opex P&A P1 Proven oil

Description Thousand cubic feet Million (1x10 ) Million barrels Million barrels of oil equivalent Million standard cubic feet of gas per day Net Asset Value Net Present Value Net present value discounted at 10% Original Oil In Place Operating Expenditure Plugged & Abandoned Proved Reserves are those quantities of petroleum which, by analysis of geological and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under current economic conditions, operating methods, and government regulations. Proved Reserves can be categorised as developed or undeveloped. If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. The quantity that has at least 10% probability of being exceeded Probable Reserves are those unproved Reserves which analysis of geological and engineering data suggests are more likely than not to be recoverable. In this context, when probabilistic methods are used, there should be at least a 50% probability that the quantities actually recovered will equal or exceed the sum of estimated proved plus probable Reserves. Possible Reserves are those unproved Reserves which analysis of geological and engineering data suggests are less likely to be recoverable than probable Reserves. In this context, when probabilistic methods are used, there should be at least a 10% probability that the quantities actually recovered will equal or exceed the sum of estimated proved plus probable plus possible Reserves. The quantity that has at least 50% probability of being exceeded The quantity that has at least 90% probability of being exceeded Production Sharing Contract The fraction of hydrocarbons that can or has been produced from a well, reservoir or field; also, the fluid that has been produced A subsurface body of rock having sufficient porosity and permeability to store and transmit fluids. Sedimentary rocks are the most common reservoir rocks because they have more porosity than most igneous and metamorphic rocks and form under temperature conditions at which hydrocarbons can be preserved. A reservoir is a critical component of a complete petroleum system The probability of loss or failure. As risk is generally associated with the negative outcome, the term chance is preferred for general usage to describe the probability of a discrete event occurring Royalty refers to payments that may be due to the host government, mineral owner, or landowner, in return for the producer having access to the petroleum. Many agreements allow for the producer to lift the royalty volumes, sell them on behalf of the royalty owner, and pay the proceeds to the owner. A few agreements provide for the royalty to be taken only in kind by the royalty owner Standard cubic feet per day (at 60F and 14.7psia) A unit of measurement in US land allocation. Equal to 1 square mile, or 640 acres Pertaining to waves of elastic energy, such as that transmitted by P-waves and S-waves, in the frequency range of approximately 1 to 100 Hz. Seismic energy is studied by scientists to interpret the composition, fluid content, extent and geometry of rocks in the subsurface Stock tank oil initially in place Enforced contributions to the public funds, levied on persons, property, or income by governmental authority Trillion cubic ft (1x10 ft ) Weighted Average Cost of Capital A companys equity interest in a project before reduction for royalties or production share owed to others under the applicable fiscal terms
12 3 6

P10 P2 Probable oil

P3 Possible oil

P50 P90 PSC Recovery Reservoir

Risk Royalty

scfpd Section Seismic

STOIIP Taxes tcf WACC Working interest

Source: Fox-Davies Capital

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SPE Petroleum Resources Classification Framework These definitions and guidelines are extracted from SPE PRMS, approved March 2007. The full text of the SPE PRMS Definitions and Guidelines can be viewed at: www.spe.org/industry/docs/Petroleum_Resources_Management_System_2007.pdf Petroleum is defined as a naturally occurring mixture consisting of hydrocarbons in the gaseous, liquid, or solid phase. Petroleum may also contain non-hydrocarbons, common examples of which are carbon dioxide, nitrogen, hydrogen sulphide and sulphur. In rare cases, non-hydrocarbon content could be greater than 50%. The term resources as used herein is intended to encompass all quantities of petroleum naturally occurring on or within the Earths crust, discovered and undiscovered (recoverable and unrecoverable), plus those quantities already produced. Further, it includes all types of petroleum whether currently considered conventional or unconventional. Figure 8 is a graphical representation of the SPE/WPC/AAPG/SPEE resources classification system. The system defines the major recoverable resources classes: Production, Reserves, Contingent Resources, and Prospective Resources, as well as Unrecoverable petroleum.
}in }inq,iVi
>vV>>i ,iVi
>vV>>i
Production Commercial Reserves

Discovered PIIP

1P Proved

2P Probable Contingent

3P Possible Increasing Chance of Commerciality

Total Petroleum Initially in Place (PIIP)

Sub Sub-Commercial

Resources

1C

2C Unrecoverable Unrecovera Prospective

3C

Undiscovered PIIP

Resources

Low Estimate

Best Estimate Range of Uncertainty

High Estimate

Source: SPE & Fox-Davies

The Range of Uncertainty reflects a range of estimated quantities potentially recoverable from an accumulation by a project, while the vertical axis represents the Chance of Commerciality, that is, the chance that the project that will be developed and reach commercial producing status. Table 32 summarises the definitions that apply to the major subdivisions within the resources classification (Figure 8).

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Estimated Ultimate Recovery (EUR) is not a resources category, but a term that may be applied to any accumulation or group of accumulations (discovered or undiscovered) to define those quantities of petroleum estimated, as of a given date, to be potentially recoverable under defined technical and commercial conditions plus those quantities already produced (total of recoverable resources). In specialised areas, such as basin potential studies, alternative terminology has been used; the total resources may be referred to as Total Resource Base or Hydrocarbon Endowment. Total recoverable or EUR may be termed Basin Potential. The sum of Reserves, Contingent Resources, and Prospective Resources may be referred to as remaining recoverable resources. When such terms are used, it is important that each classification component of the summation also be provided. Moreover, these quantities should not be aggregated without due consideration of the varying degrees of technical and commercial risk involved with their classification.
/>Li />Li ,iVi
>vV>/i q,iVi
>vV>/i
Term Total Petroleum InitiallyInitially-inin-Place: Description That quantity of petroleum that is estimated to exist originally in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production plus those estimated quantities in accumulations yet to be discovered (equivalent to total resources). That quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production. PRODUCTION is the cumulative quantity of petroleum that has been recovered at a given date. While all recoverable resources are estimated and production is measured in terms of the sales product specifications, raw production (sales plus non-sales) quantities are also measured and required to support engineering analyses based on reservoir voidage (see Production Measurement, section 3.2). Multiple development projects may be applied to each known accumulation, and each project will recover an estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial and Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and Contingent Resources respectively, as defined below. Those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorised in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by development and production status. Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for commercial development due to one or more contingencies. Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorised in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their economic status. Undiscovered Petroleum InitiallyInitially -inin-Place: Prospective Resources: That quantity of petroleum estimated, as of a given date, to be contained within accumulations yet to be discovered. Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. That portion of Discovered or Undiscovered Petroleum Initially-in-Place quantities which is estimated, as of a given date, not to be recoverable by future development projects. A portion of these quantities may become recoverable in the future as commercial circumstances change or technological developments occur; the remaining portion may never be recovered due to physical/chemical constraints represented by subsurface interaction of fluids and reservoir rocks.

Discovered Petroleum InitiallyInitially -inin-Place:

Reserves:

Contingent Resources:

Unrecoverable:

Source: SPE & Fox-Davies

Range of Uncertainty The range of uncertainty of the recoverable and/or potentially recoverable volumes may be represented by either deterministic scenarios or by a probability distribution. When the range of uncertainty is represented by a probability distribution, a low, best, and high estimate shall be provided such that:

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There should be at least a 90% probability (P90) that the quantities actually recovered will equal or exceed the low estimate. There should be at least a 50% probability (P50) that the quantities actually recovered will equal or exceed the best estimate. There should be at least a 10% probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
22 July 2013 This report has been prepared solely for inclusion in the Offer Document of the Company in connection with the initial public offering of the Shares of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited. Rex International Holding Limited 80 Robinson Road #02-00 Singapore 068898 Attention: The Independent Non-Executive Directors

LETTER FROM ASIASONS WFG CAPITAL PTE. LTD. TO THE INDEPENDENT NONEXECUTIVE DIRECTORS OF THE COMPANY IN RESPECT OF: (A) THE LICENCE AGREEMENT DATED 4 APRIL 2013 ENTERED INTO BY THE COMPANY, AS AMENDED ON 26 JUNE 2013; (B) THE LICENCE AGREEMENT DATED 21 MARCH 2013 ENTERED INTO BY LIME PETROLEUM NORWAY AS; (C) THE LICENCE AGREEMENT DATED 21 MARCH 2013 ENTERED INTO BY HIREX PETROLEUM SDN BHD; AND (D) THE LICENCE AGREEMENT DATED 24 OCTOBER 2011 ENTERED INTO BY LIME PETROLEUM PLC, WITH REX TECHNOLOGY MANAGEMENT LTD AS INTERESTED PERSON TRANSACTIONS COLLECTIVELY REFERRED HEREIN AS THE IP LICENCE AGREEMENTS For the purpose of this letter, capitalised terms not otherwise defined shall have the meanings given to them in the Companys offer document dated 22 July 2013 (the Offer Document ). 1. INTRODUCTION Asiasons WFG Capital Pte Ltd has been engaged to act as the Independent Financial Adviser (the IFA ) and issue a letter (the IFA Letter ) to the Independent Non-Executive Directors of Rex International Holding Limited (the Company ), stating whether the intellectual property licence agreements entered into separately between Rex Technology Management Ltd (the Licensor ) and (i) the Company; (ii) HiRex Petroleum Sdn Bhd. ( HiRex ) (a jointly-controlled entity of the Group); (iii) Lime Petroleum Plc (a 65%-owned subsidiary of the Group); and (iv) Lime Petroleum Norway AS ( Lime Petroleum Norway ) (a 65%-owned subsidiary of the Group) respectively (collectively, the IP Licence Agreements ), have been entered into on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders. 2. TERMS OF REFERENCE We are and were not involved in any aspect of the negotiations pertaining to the IP Licence Agreements, nor were we involved in the deliberations leading to the entering of the IP Licence Agreements. We do not, by this IFA Letter, make any representation or warranty in relation to the merits of the IP Licence Agreements.

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Our terms of reference do not require us to evaluate or comment on the rationale for, legal, strategic or commercial merits and/or risks of the IP Licence Agreements. We have not relied on any financial models, projections or forecasts in our review nor did we have access to the Groups financial projections and forecasts. We are not required to express and we do not express any view herein on the growth prospects, financial position and earnings or savings potential of the Company or the Group arising from the IP Licence Agreements. Such evaluation shall remain the sole responsibility of the Directors, although we may draw upon their views (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this IFA Letter. We are not required nor authorised to solicit, and we have not solicited, any other proposals for transactions similar to or in lieu of the IP Licence Agreements and therefore are not able to, and will not compare the IP Licence Agreements to any other proposal. We are also not addressing the relative merits of the IP Licence Agreements as compared to any alternative transaction previously considered by the Company (if any) or that may otherwise be available to the Group in future. We have also not conducted any review of the business, operations or financial condition of the Company and the Group. In the course of our evaluation, we have held discussions with certain Directors and management of the Company (collectively referred hereinafter as the Management ) and have examined publicly available information as well as information provided and representations made to us by the aforesaid parties, including information contained in the section entitled Interested Person Transactions Present and On-going Interested Person Transactions of the Offer Document. We are not experts on the Groups industry, and have relied on discussions with the Management for our understanding of the Groups industry, business and the IP Licence Agreements. We have not independently verified such information, whether written or verbal, and accordingly cannot and do not warrant, and do not accept any responsibility for the accuracy, completeness or adequacy of such information, representation and assurance. Nonetheless, we have made reasonable enquiries and used our judgement in assessing such information and have found no reason to doubt the accuracy and reliability of such information. We have relied upon the assurance of the Directors that the Directors collectively and individually accept full responsibility for the accuracy of the information given in the Offer Document and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, the Offer Document contains full and true disclosure of all material facts about the IP Licence Agreements, the Company and the Group as at the date of the Offer Document. The Directors are not aware of any facts the omission of which would make any statement in the Offer Document misleading. Where information in the Offer Document has been extracted from published or otherwise publicly available sources or the IFA Letter, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Offer Document in its proper form and context. In relation to this IFA Letter, the Directors have confirmed that the facts stated, with respect to the Group and the IP Licence Agreements, are to the best of their knowledge and belief, fair and accurate in all material aspects. Accordingly, no representation or warranty, express or implied, is made and no responsibility is accepted by us concerning the accuracy, completeness or adequacy of all such information, provided or otherwise made available to us or relied on by us as described above.

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
We have not been furnished with any independent valuation report in connection with the intellectual property rights which are the subject of the IP Licence Agreements. In addition, we are not required and have not made any assessment, evaluation or appraisal of the intellectual property rights. As such, we will be relying on the disclosures and representations made by the Company in the relevant sections of the Offer Document and this IFA Letter. Our view is based upon economic, industry, market, monetary, regulatory and other relevant conditions subsisting and the information provided to us as at the Latest Practicable Date. We assume no responsibility to update, revise or reaffirm our opinion in light of any subsequent development after the Latest Practicable Date that may affect our opinion contained herein. No information in this IFA Letter should be considered as being business, legal or tax advice regarding an investment in the Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in the Shares. The Company has been separately advised by its own advisers in the preparation of the Offer Document (other than this IFA Letter). We have no role or involvement and have not provided any advice, financial or otherwise, whatsoever in the preparation, review and verification of the Offer Document (other than this IFA Letter). Accordingly, we take no responsibility for and express no views, express or implied, on the contents of the Offer Document (other than this IFA Letter). This IFA Letter is prepared for the reference by the Independent Non-Executive Directors of the Company. Whilst a copy of this IFA Letter may be reproduced in the Offer Document, neither the Company nor the Directors may reproduce, disseminate or quote this IFA Letter (or any part thereof) for any other purposes at any time and in any manner without our prior written consent. Our opinion in relation to the IP Licence Agreements should be considered in the context of the entirety of this IFA Letter and the Offer Document. 3. THE IP LICENCE AGREEMENTS

3.1 Background of the IP Licence Agreements The Group is principally involved in the business of oil and gas exploration and production with participation rights in the USA, concessions rights in the Middle East and licences in Norway. In the course of exploration, the Group engages third parties to collate primary seismic data and then interpret such data with seismic data interpretation software. Since 2011, the Group applies Rex Technologies (a set of proprietary and innovative exploration technologies developed by the founders of Rex Partners, which own 100% of the Licensor) to interpret the seismic data. Rex Technologies comprise Rex Gravity, Rex Seepage and Rex Virtual Drilling, which are owned by the Licensor.

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
The access to Rex Technologies is set out as a competitive strength of the Group in the section entitled Competitive Strengths of the Offer Document. We extract the competitive strength in italic as follows: Our Group has been successful in procuring concessions in the Middle East, licences in Norway and participating interests in the USA mainly because of the use of Rex Technologies. The use of Rex Technologies mitigates exploration risks by increasing the probability of discovery. The use of Rex Technologies also enables exploration to be completed in a shorter time frame thereby significantly reducing costs of exploration. 3.2 Summary of the IP Licence Agreements The key financial terms of the IP Licence Agreements can be found in the section entitled Interested Person Transactions Present and On-going Interested Person Transactions of the Offer Document. (a) The table below summarises the key terms of the intellectual property licence agreements entered into between the Licensor and (i) the Company, (ii) HiRex and (iii) Lime Petroleum Norway (please also read section entitled IP Licence Agreements between Rex Technology Management and our Group of the Offer Document):
Lime Petroleum Norway 65%

The Company Equity interest in the company held by the Group Date of agreement Tenure of agreement Not applicable

HiRex 48.2%

4 April 2013

21 March 2013

21 March 2013

Three years and Five plus three years Five years and thereafter thereafter renewable and thereafter renewable automatically automatically annually unless terminated renewable automatically annually unless annually unless with six months notice terminated with six terminated with six months notice months notice Brunei, Myanmar, Any territory in the world Malaysia, Indonesia, save for Morocco, Thailand, Vietnam, Mauritania, Senegal, Cape Cambodia, the Verde, Guinea Bissau, the Philippines, Australia, Gambia, Sierra Leone, New Zealand and Liberia, Guinea, Ivory Papua New Guinea and Coast, Ghana, Togo, offshore areas Benin, Nigeria, Cameroun, associated with these Equatorial Guinea, Gabon, countries Congo-Brazzaville, Kingdom of Saudi Arabia and offshore areas associated with these countries Date of agreement to 31 December 2013 12 months from the date of agreement Norwegian Continental Shelf

Territories

First licence period

Date of agreement to 31 December 2013

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Lime Petroleum Norway Every six months from 1 January 2014 US$625,000

The Company Subsequent licence period Licence fees for Rex Virtual Drilling (first licence period) Licence fees for Rex Virtual Drilling (subsequent licence period) Rex Technologies Every 12 months from 1 January 2014 US$312,500

HiRex Every 12 months from 21 March 2014 Aggregate licence fees of US$1.25 million Aggregate licence fees of US$2.5 million

US$625,000

US$625,000

Rex Virtual Drilling Rex Gravity Rex Seepage Up to 10 analyses using Rex Virtual Drilling (subject to not more than three analysis each month)

Rex Virtual Drilling Rex Gravity Rex Seepage Up to 20 analyses using Rex Virtual Drilling (subject to not more than three analysis each month) Up to 40 analyses using Rex Virtual Drilling (subject to not more than six analysis each month) Up to 5,000 sq km (subject to not more than 500 sq km for each analysis) Up to 10,000 sq km (subject to not more than 500 sq km for each analysis)

Rex Virtual Drilling Rex Gravity Rex Seepage Up to five analyses using Rex Virtual Drilling (subject to not more than two analysis each month) Up to five analyses using Rex Virtual Drilling (subject to not more than two analysis each month) Up to 2,500 sq km (subject to not more than 500 sq km for each analysis) Up to 2,500 sq km (subject to not more than 500 sq km for each analysis)

Analysis coverage (first licence period)

Analysis coverage (subsequent licence period)

Up to 20 analyses using Rex Virtual Drilling (subject to not more than three analysis each month)

Rex Virtual Drilling 3D coverage (first licence period) Rex Virtual Drilling 3D coverage (subsequent licence period) Rex Virtual Drilling 2D coverage

Up to 5,000 sq km (subject to not more than 500 sq km for each analysis) Up to 10,000 sq km (subject to not more than 500 sq km for each analysis)

Each analysis can Each analysis can have up Each analysis can have have up to 25 2D to 25 2D lines where each up to 25 2D lines where lines where each line each line has up to line has up to 3,000 shot has up to 3,000 shot 3,000 shot points points points The application of Rex Gravity and Rex Seepage analysis will be charged separately on a case by case basis as and when they are utilised at US$75 per sq km The application of Rex Gravity and Rex Seepage analysis will be charged separately on a case by case basis The application of Rex Gravity and Rex Seepage analysis will be charged separately on a case by case basis

Rex Gravity and Rex Seepage

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APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Lime Petroleum Norway

The Company Adjustments to licence fees

HiRex

Fees to increase on an Fees to increase on Fees to increase on an annual basis after the an annual basis from annual basis after the the fourth licence second annual licence second annual licence period by a rate period by a rate period by a rate equivalent equivalent to the equivalent to the official to the official reported official reported reported British Virgin British Virgin Islands Islands inflation rate for British Virgin Islands inflation rate for the the previous year + 3%, inflation rate for the previous year + 3% previous year + 3% subject to maximum increase of 7.00% per annum Fee for each additional analysis is US$125,000. The Company have the right to request for up to 10 additional analyses during each licence period with three months advance notice. Not applicable Fee for each additional analysis is US$125,000. Lime Petroleum Norway has the right to request for up to five additional analyses for each licence period with one month advance notice prior to the beginning of the licence period.

Additional analysis

(b)

Under the intellectual property licence agreement entered into by Lime Petroleum Plc ( Lime Petroleum IP Licence Agreement ), Lime Petroleum Plc shall pay the Licensor a fee of US$150 for every hour of analysis performed by a project engineer and/or US$300 per hour for every hour of analysis performed by a project manager, regardless of the Rex Technologies utilised. The Lime Petroleum IP Licence Agreement is valid for five years from 24 October 2011 and thereafter renewable automatically annually unless terminated with six months notice. The Lime Petroleum IP Licence Agreement covers territories in the Middle East which includes Bahrain, Egypt, Iran, Iraq, Jordan, Kuwait, Lebanon, Oman, Palestine (Gaza strip and West Bank), Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen and offshore areas associated with these countries.

3.3 Information on the Licensor The Licensor is a wholly-owned subsidiary of Rex Partners Ltd. Rex Partners Ltd holds 100% of the share capital of Rex Commercial Ltd, which will own approximately 55.18% of the enlarged issued share capital of the Company following the completion of the Invitation (assuming the Over-allotment Option is exercised in full). The shareholders of Rex Partners Ltd are Limea Ltd and Mr Svein Kjellesvik who hold 80% and 20%, respectively, of the share capital of Rex Partners Ltd. The shareholders of Limea Ltd are Dr Karl Lidgren and Mr Hans Lidgren who each holds 50% of the share capital of Limea Ltd. Dr Karl Lidgren, Mr Hans Lidgren and Mr Svein Kjellesvik are founders of the Group and Dr Karl Lidgren and Mr Hans Lidgren developed the Rex Technologies. Dr Karl Lidgren is the Non-Executive Director of the Company. He is also the father of Mr Mns H-6

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Lidgren (the Chief Executive Officer of the Group). Mr Hans Lidgren does not hold any position in the Group. He is the brother of Dr Karl Lidgren and is also the father of Mrs Lina Bernsten (the Chief Technology Officer of the Group). Mr Svein Kjellesvik is the chief executive officer of Lime Petroleum Plc. Accordingly, the Licensor is an interested person as defined under the Catalist Rules, as it is an associate of the Companys controlling shareholder, Rex Commercial Ltd. 3.4 Information on Rex Technologies Information on Rex Technologies can be found in the section entitled General Information of our Group Technologies of the Offer Document, and Shareholders are advised to read the information carefully. We note the following on Rex Technologies: (a) Based on the eight controlled blind tests set out by North Energy, Rex Technologies predicted the well results which were later confirmed to be 100% accurate. Such prediction included information on whether a certain area was a dry well, and if not, the exact location of the reservoirs and the depth of such reservoir and the volume, type and porosity of oil present in the reservoir; Based on the 18 external tests conducted using Rex Virtual Drilling in the past 24 months, all the test results were correct and either verified by the testing party or publicly published; The Company estimates that worldwide success ratios in exploration drilling using Rex Technologies to be in excess of 50%, and the Directors are of the opinion that this is much higher than the average worldwide and industry-wide exploration success ratio of 10% to 15% which are estimated based on the experience and knowledge of the Groups oil and gas experts in the oil and gas industry; The Directors are of the opinion that the use of Rex Technologies will mitigate exploration risks by increasing the probability of discovery.The use of Rex Technologies also enables exploration to be completed in a shorter time frame thereby significantly reducing costs of exploration as seismic data analysis results can be obtained in weeks as compared to the current industry standard which may take years based on the amount of seismic data available. This translates into shorter lead time between commitment of investment and the subsequent proving up of reserves. The costs associated with the screening of new concessions and licences will also be considerably lower. As such, the Groups capacity to screen for new licenses will also correspondingly increase. The likelihood of drilling a dry well is reduced and as such, the Group benefits from cost savings and increased profitability. The average cost of drilling a well can range from US$1 million to US$100 million depending on the location of the concession; and The access to Rex Technologies assisted the Group in its acquisition of equity stakes in concessions, reflecting that access to Rex Technologies is recognised by third parties, including by strategic partners of the Group such as Fram, Loyz Oil, Hibiscus Petroleum, Petroci Holding and North Energy.

(b)

(c)

(d)

(e)

H-7

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
4. EVALUATION OF THE IP LICENCE AGREEMENTS As summarised in paragraph 3.2 of this IFA Letter above, the intellectual property licence agreements entered into by the Group can be categorised in two broad categories as follows: (1) the intellectual property licence agreements entered into by the Company, HiRex and Lime Petroleum Norway (collectively, the Contracted Group ) whereby the three companies will pay for a fixed maximum number of analysis in the licence period (the Fixed Fee IPLAs ); and the Lime Petroleum IP Licence Agreement entered into by Lime Petroleum Plc whereby Lime Petroleum Plc will pay for the hours of analysis performed by either a project engineer or project manager, using Rex Technologies.

(2)

Our analyses of the Fixed Fee IPLAs and the Lime Petroleum IP Licence Agreement are set out below. 4.1 The Fixed Fee IPLAs In our evaluation of the Fixed Fee IPLAs, we have considered the following: (a) The rationale and benefits of the Fixed Fee IPLAs The Fixed Fee IPLAs are entered to allow the Contracted Group access to Rex Technologies. The Group attributes its success in procuring concessions in the Middle East, Norway and participating interests in the USA to its access to the Rex Technologies. The access to Rex Technologies is also expected to substantially reduce the Contracted Groups risks in the exploration and development stage. We understand from the Management that seismic technology services are usually engaged on a case by case basis after determining the location of the concession and the area to be explored. Companies that own proprietary technologies are unlikely to license the use of its technologies to unrelated third parties or non-strategic partners on a long-term basis. As such, the Directors represented that the Fixed Fee IPLAs for the use of Rex Technologies, which had been assessed by blind tests to be 100% accurate, is in themselves a benefit to the Contracted Group. Moreover, as stated in the section entitled General Information of the Group Technologies of the Offer Document, Rex Virtual Drilling has advantage over traditional imaging technology as it is able to use regular seismic data to carry out advanced seismic data analysis to accurately visualise and predict the location of liquid hydrocarbons in the sub-terrain and thereby accurately pinpoint reservoir locations, formations and size. (b) Adequacy of the analysis covered by the Fixed Fee IPLAs The Fixed Fee IPLAs allows the Contracted Group access to all three Rex Technologies. We understand from the Management that, although the Group has access to all three Rex Technologies, the Group is likely to apply Rex Virtual Drilling primarily in its seismic data interpretation. Accordingly, the Fixed Fee IPLAs focuses mainly on the specifics for use of Rex Virtual Drilling.

H-8

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
As set out in paragraph 3.2 above, each of the company in the Contracted Group has a specific analysis and area coverage in the use of Rex Virtual Drilling. In the use of Rex Virtual Drilling 3D, on an annualised basis, the Company has up to 20 analyses with each analysis not exceed 500 sq km; HiRex has up to 40 analyses with each analysis not exceeding 500 sq km, subject to a total area of 10,000 sq km; and Lime Petroleum Norway has up to 10 analyses with each analysis not exceed 500 sq km. In the use of Rex Virtual Drilling 2D, on an annualised basis, each of the companies in the Contracted Group can substitute one 3D analysis with one 2D analysis, each analysis having up to 25 2D lines and each line having up to 3,000 shot points. Each concession needs at least one analysis using Rex Virtual Drilling on 2D or 3D data in order for Rex International Holding or its subsidiaries to invest into a concession. We understand from the Management that the analysis and area coverage were determined based on several factors including amongst others, the concessions secured as well as the prospects of securing further concessions, the internal resources and capacity of each of the companies in the Contracted Group. As at the Latest Practicable Date, the details of the concessions secured by the Contracted Group are as follows:
Number of Concessions 2 Smallest Concession North Dakota 9,655 acres (39 sq km) PL 498/ Skagen 278 sq km Largest Concession Colorado 50,447 acres (204 sq km) PL 503/ Valberget 978 sq km

Location The Company Lime Petroleum Norway

Note: (1)

Total Area 60,102 acres (243 sq km)

USA

Norway

2,022 sq km

Lime Petroleum Norway intends to replace two (2) of its licenses in or around July or August 2013 and thus not reflected in the table above. Kindly refer to the table in General Information on our Group Business Activities of the Offer Document for the concessions/and or licences of the Group.

While the Contracted Group only has eight concessions as at the Latest Practicable Date, the Contracted Group actively and continually keep a lookout to identify attractive entry opportunities. The ready access to Rex Technologies is important as it allows the Contracted Group to analyse the concessions before securing concessions thereby mitigating the Contracted Groups risk in investing in concessions which do not provide sufficient reserves. Hence, although the Companys total concession area was 60,102 acres (equivalent to 243 sq km), its maximum area coverage under the RIH IP Licence Agreement is 10,000 sq km for each annual licence period as the RIH IP Licence Agreement is for territory encompassing, and made up of the world excluding Morocco, Mauritania, Senegal, Cape Verde, Guinea Bissau, the Gambia, Sierra Leone, Liberia, Guinea, Ivory Coast, Ghana, Togo, Benin, Nigeria, Cameroun, Equatorial Guinea, Gabon, CongoBrazzaville, Kingdom of Saudi Arabia and offshore areas associated with these countries. Similarly, although HiRex has not secured any concessions, its maximum area coverage under its IP Licence Agreement is 10,000 sq km for each annual licence period as its IP Licence Agreement is for the entire South-East Asia region plus New H-9

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Zealand and Australia. In respect of Lime Petroleum Norway, its total concession area secured as at the Latest Practicable Date was 2,022 sq km while its maximum area coverage under the Lime Norway IP Licence Agreement is 2,500 sq km for each licence period. The Directors believe that there are further opportunities for Lime Petroleum Norway in the Norwegian Continental Shelf which will be explored via direct licensing as well as farm-in opportunities. Accordingly, the number or area coverage of analysis stated in the Fixed Fee IPLAs is neither excessive nor insufficient. In addition, the Company and Lime Petroleum Norway can request for additional analysis if required. Further, the intellectual property licence agreements entered into by HiRex and Lime Petroleum Norway has been reviewed by the third party shareholders of HiRex and Lime Petroleum Norway. (c) The fees and the adjustments of the Fixed Fee IPLAs Our evaluation of the Fixed Fee IPLAs focuses on the cost for each sq km instead of on each analysis, as the number of analysis and area of each analysis can be determined by each of the companies in the Contracted Group when requesting the Licensor to conduct an analysis under the Fixed Fee IPLA. Based on the area coverage, the average cost of the Fixed Fee IPLAs, if fully utilised, is as follows: Rex Virtual Drilling 3D The Company HiRex Lime Petroleum Norway US$63 for each sq km US$250 for each sq km US$250 for each sq km Rex Virtual Drilling 2D US$33 for each km US$67 for each km US$133 for each km

If the Contracted Group fully utilised the maximum area coverage under the Fixed Fee IPLA, the above mentioned rates are more favourable than comparable rates obtained by the Group for other proprietary seismic technologies. In particular, in the course of our evaluation, we have sighted contracts/invoices for seismic data processing services procured by the Group from unrelated seismic data processing service providers (based on publicly available information and the Directors confirmation) and noted that the rates charged by these seismic data processing service providers for similar 3D or 2D analysis are higher than the licence fees charged by the Licensor under the Fixed Fee IPLA. The maximum rate of US$250 for each sq km under the Fixed Fee IPLAs is lower than these comparable rates, and therefore a favourable rate for the usage of Rex Technologies, which had been blind tested to be 100% accurate and deemed by the Directors as having higher worldwide success ratios than the average worldwide success ratio. As to the more preferential rates provided for the Company as compared to HiRex and Lime Petroleum Norway, the Management represented that this is an exceptional term that the Company is able to obtain due to its listing on the Catalist, and the benefits that such a listing would accord to its Shareholders.

H-10

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
As set out in paragraph 3.2 above, the fees payable under the Fixed Fee IPLAs are subject to annual increment with effect from the third calendar year of agreement at a rate equivalent to 3% above the official reported British Virgin Islands ( BVI ) inflation rate for the previous year, except that the intellectual property licence agreement of HiRex imposed a cap of 7%. Based on information extracted from the website of Central Intelligence Agency ( CIA ) at https://www.cia.gov/library/publications/the-world-factbook/fields/2092.html, the BVI inflation rates for 2011 and 2012 are 4.1% and 4%(1). We understand that the annual increment is necessary as the Group is in the oil and gas industry which experienced an average annual inflation of 9% in the last 10 years (this is based on S&P World Commodity Oil (Brent Crude Oil) Index ER extracted from Bloomberg) (1). Assuming that the increase is 7% per year, the average cost of performing an analysis in the fifth year (based on the highest average cost of US$250 for each sq km set out in paragraph 4.1(c) above), would be approximately US$306 per sq km which would still be lower than the existing comparable rates.
Note: (1) Information extracted on the Latest Practicable Date. CIA and Bloomberg have not consented to the inclusion of the above information in this IFA Letter for the purposes of Section 249 of the Securities and Futures Act, Chapter 289 of Singapore (SFA) and are therefore not liable for the relevant statement(s) under Sections 253 and 254 of the SFA.

(d)

The other terms of the Fixed Fee IPLAs We noted that: (i) Payment are due in advance at the start of the licensing period, and the Management confirmed that independent third parties are also likely to charge an upfront fee; Payments made are not refundable should there by unused analysis, and the Management confirmed that there should not be significant unused analysis; and

(ii)

(iii) Payment is to be made within 30 to 90 days of invoicing, which is within the reasonable repayment terms for this business scope and activity. (e) Other considerations (i) The cost savings and return on investments through the use of Rex Technologies benefit the Contracted Group through (i) not investing in concessions which do not provide sufficient reserves; and (ii) not investing time, manpower and resources to explore an area that has a lower likelihood of reserves. Conversely, this means that the Contracted Group can (i) investing in concessions which present attractive return on investments; and (ii) investing time, manpower and resources for an area with a higher likelihood of reserves; Accord the Contracted Group with flexibility and quick access to seismic data interpretation technology, we understand from the Management that it would take about two to three months for the Group to go through the process of obtaining a quotation, negotiation, waiting for the purchase order or contract to be finalised, and deployment of external vendors resources to interpret the data. With the IP H-11

(ii)

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Licence Agreements in place, there is no need for the Group to spend the time to source for such services. Further, the Licensor is to deliver the analysis results within one month from provision of complete data set, which is faster than the usual three to six months using other seismic data interpretation providers. A faster data interpretation would accord the Contracted Group an advantage to secure a concession, or reduce the exploration and production process. 4.2 The Lime Petroleum IP Licence Agreement In our evaluation of the Lime Petroleum IP Licence Agreement, we have considered the following: (a) The charges of Lime Petroleum IP Licence Agreement The charges of US$150 for every hour of analysis performed by a project engineer and/or US$300 per hour for every hour of analysis performed by a project manager is to be evaluated based on the estimated cost to be incurred for an analysis of a certain area. Based on the production capacity of the Licensor at the present time for analysis performed under the Lime Petroleum IP Licence Agreement, the Management estimated that the fee charged by the Licensor for each analysis average about US$225 per sq km. The abovementioned rate is more favourable as compared to the average cost per sq km under the Fixed Fee IPLAs as well as the cost of using other technologies provided or quoted by independent third parties. (b) The other terms of Lime Petroleum IP Licence Agreement We noted that: (i) There is no upfront payment, which the Management confirm that independent third parties are likely to charge an upfront fee; and Payment is to be made within 14 days of invoicing, which is within the reasonable repayment terms for this business scope and activity.

(ii)

(c)

The rationale and benefits of the Lime Petroleum IP Licence Agreement The Lime Petroleum IP Licence Agreement is applicable for the Middle East concessions held by Lime Petroleum Plc. As at the Latest Practicable Date, Lime Petroleum Plc held four concessions with a total area of 19,689 sq km. Its RAK North Concession has the smallest area of 300 sq km while its Block 50 Oman Concession has the largest area of 16,903 sq km. The Lime Petroleum IP Licence Agreement was the first intellectual property licence agreement entered into by the Group with the Licensor. We understand from the Management that, at the time of entering into the Lime Petroleum IP Licence Agreement, Rex Technologies has just been commercialised. Accordingly, the Licensor is unable to commit to an exact time frame to conduct a seismic data analysis. Hence, the project manager managing the concessions of Lime Petroleum Plc (which is Hibiscus Oilfield under the PMTSA) and the Licensor agreed that the Licensor shall be paid in accordance to time spent on conducting the seismic data analysis. The Management represented that, as the Licensor become more H-12

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
efficient with its analysis, the Lime Petroleum IP Licence Agreement provides much more cost savings and benefits to Lime Petroleum Plc than before. The charges payable by Lime Petroleum Plc under the Lime Petroleum IP Licence Agreement are also more favourable than the Fixed Fee IPLAs. Therefore, the Management represented that it is in the interest of Lime Petroleum Plc to continue with Lime Petroleum IP Licence Agreement, given that the Lime Petroleum IP Licence Agreement is the only hourly rate agreement entered into by the Licensor. (d) The cost control procedures implemented by Lime Petroleum Plc The charges to be incurred under the Lime Petroleum IP Licence Agreement are dependent on various factors, amongst which, are the cost of the project engineer and/or the project manager, the area and difficulty of analysis based on the specific area of concession, capability of the project engineer and/or the project manager and their operation of the Rex Technologies to perform the analysis. Lime Petroleum Plc has established procedures to ensure that its costs and expenses are accountable. All expenses above US$10,000 are subject to additional approval procedures, including its boards approval if the expenses are not within its boards pre-approved budget. The billings from the Licensor fall under the same cost control procedures. The Management confirmed that, after reviewing the past billings from the Licensor under the Lime Petroleum IP Licence Agreement, the allocation of personnel and their hours used for each analysis were reasonable. (e) Other considerations Other considerations for the Lime Petroleum IP Licence Agreement similar to those set out in paragraph 4.1(e) above. 5. OPINION Having regard to our terms of reference, in arriving at our opinion, we have taken into account a range of factors which we consider to be pertinent and have a significant bearing on our assessment of the IP Licence Agreements. We have carefully considered as many factors as we deemed essential and balanced them before arriving at our opinion. Accordingly, it is important that our IFA Letter, in particular, all the considerations and information we have taken into account, be read in its entirety. In respect of the Fixed Fee IPLAs, we have considered its rationale and benefits, the adequacy of the analyses (in terms of number and area coverage), the average cost for analysis of each sq km which is lower than the comparable rates, the annual increment in fee as compared to the annual average inflation of the oil and gas industry, the payment terms as well as other considerations such as cost and time savings accorded by the Fixed Fee IPLAs. In respect of Lime Petroleum IP Licence Agreement, we have considered the charges for each analysis performed under the Lime Petroleum IP Licence Agreement as compared to the fee for each analysis under the Fixed Fee IPLAs, the payment terms as well as the rationale and benefits of the Lime Petroleum IP Licence Agreement, and the cost control procedures implemented by Lime Petroleum Plc to ensure accountability to its stakeholders.

H-13

APPENDIX H LETTER FROM THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Accordingly, after taking into account the above factors, we are of the opinion as of the date hereof that the IP Licence Agreements have been executed on terms that are more favourable than normal commercial terms, and not prejudicial to the interests of the Company and its minority Shareholders. This IFA Letter is prepared for reference by the Independent Non-Executive Directors of the Company. Whilst a copy of this IFA Letter may be reproduced in the Offer Document, neither the Company nor the Directors may reproduce, disseminate or quote this IFA Letter (or any part thereof) for any other purpose at any time and in any manner without the prior written consent of Asiasons WFG Capital in each specific case. This opinion is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited to the matters stated herein and does not apply by implication to any other matter.

For and on behalf of ASIASONS WFG CAPITAL PTE. LTD.

ALEX TAN KAH KOON EXECUTIVE DIRECTOR

PAULINE SIM POI LIN HEAD OF CORPORATE FINANCE

H-14

APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS

Details of the key property interests of our associated company, Fram, are set out in the tables below. Federal Leases
Year of expiry (1) Use of property Oil and gas exploration

Lease Name #3 COC-61718

Lessor USA Bureau of Land Management Colorado State Office

Location Township 12 S. Range 98 W. 6th P.M. Section 1: Lots 5 to 20; Section 2: Lots 5 to 8; Section 11: Lots 5 to 8; Section 12: Lots 1 to 16; Section 13: Lots 9 to 16; and Section 14: Lots 5 and 6. Township 2 S. Range 2 E. Ute P.M. Section 2: Lots 1 to 4, S2N2, SW, NWSE Section 3: Lots 1, 2, 5, 6, S2N2, S2 Township 12 S. Range 97 W. 6th P.M. Section 30: Lots 5, 7 to 11, 13, 14, 16, NE, SENW, NESW Section 32: Lots 1, 2, NWNE, Tract 41 Lot 12 Section 33: Lots 1 to 4, 9, 16, 17 Township 13 S. Range 97 W. 6th P.M. Section 4: Lots 1 to 4, S2N2, S2 Section 5: Lot 1, S2N2, S2 Section 6: Lot 7, S2NE, SE, E2SW Township 12 S. Range 98 W. 6th P.M. Section 23: Lots 1 to 3 Section 24: N2, N2SW, W2SE Section 25: SESE, NWNE, S2NE, E2NW, NWNW

Acreage 2,230.47

#5 COC-61847

USA Bureau of Land Management Colorado State Office

1,170.40

(1)

Oil and gas exploration

#6 COC-62810

USA Bureau of Land Management Colorado State Office

881.35

(1)

Oil and gas exploration

#7 COC-62811

USA Bureau of Land Management Colorado State Office

1,519.35

(1)

Oil and gas exploration

#8 COC-62814

USA Bureau of Land Management Colorado State Office

923.91

(1)

Oil and gas exploration

I-1

APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS

Year of expiry (1) Use of property Oil and gas exploration

Lease Name #12 COC-63027

Lessor USA Bureau of Land Management Colorado State Office

Location Township 13 S. Range 97 W. 6th P.M. Section 7: Lots 1, 2, 4, E2W2, E2 Section 8: All Section 17: All Section 18: Lot 2, E2W2, E2 Township 13 S. Range 97 W. 6th P.M. Section 9: All Section 16: All Township 13 S. Range 97 W. 6th P.M. Section 19: Lots 2 to 4, E2W2, E2 Section 20: N2, E2SE, W2SW Township 13 S. Range 97 W. 6th P.M. Section 21: All Section 28: All Township 1S. Range 2 E. Ute P.M. 100% Section 21: W2SW Section 26: SESW, W2SE, SESE Section 27: S2SW, SWSE Section 28: NWNW Section 34: NWNW Township 1S. Range 2 E. Ute P.M. 50% Section 22: N2SW, SWSW, W2SW, SESW

Acreage 2,399.36

#13 COC-63028

USA Bureau of Land Management Colorado State Office USA Bureau of Land Management Colorado State Office USA Bureau of Land Management Colorado State Office USA Bureau of Land Management Colorado State Office

1,280.00

(1)

Oil and gas exploration

#14 COC-63029

1,080.19

(1)

Oil and gas exploration

#15 COC-63030

1,280.00

(1)

Oil and gas exploration

#24/24A COC64746/Foster

525.00

(1)

Oil and gas exploration

#25 COC-64949

USA Bureau of Land Management Colorado State Office USA Bureau of Land Management Colorado State Office

Township 1S. Range 2 E. Ute P.M. Section 13: SW, S2SE Section 14: All Section 15: All Township 1S. Range 2 E. Ute P.M. Section 16: S2NE, SENW, S2SWNW, S2 Section 21: E2, SWNW Section 22, N2NE, NW Section 23: NE, N2NW, SENW, SWSW, E2SE

1,520.00

(1)

Oil and gas exploration

#26 COC-64950

1,460.00

(1)

Oil and gas exploration

I-2

APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS

Year of expiry (1) Use of property Oil and gas exploration

Lease Name #27 COC-64951

Lessor USA Bureau of Land Management Colorado State Office USA Bureau of Land Management Colorado State Office

Location Township 1S. Range 2 E. Ute P.M. Section 24: All Section 25: All Township 1S. Range 2 E. Ute P.M. Section 26: NE, N2NW, NESE Section 27: NENE Section 28: SENW Section 33: S2NE, W2, SE Section 34: SWNW, SWSW Section 35: W2SW, SESW, SWSE Section 36: NE, E2NW, NWNW, N2SE Township 12 S. Range 97 W. 6th P.M. Section 29: Lots 1, 3, N2SW, NWSE, N2NE, SWNE, NW

Acreage 1,280.00

#28 COC-64952

1,520.00

(1)

Oil and gas exploration

#34 COC-69660

USA Bureau of Land Management Colorado State Office

475.22

(1)

Oil and gas exploration

Note: (1) The leases are part of the Whitewater Unit in Colorado, USA, which have an indefinite term.

Fee Leases
Lease Name Lessor Location Acreage Year of expiry Use of property

#66 Lough, et al

Gary N. Lough, Gregory A. Lough, Richard S. Lough and Rodger B. Lough Lillian C. McClean

Township 1S. Range 2 E. Ute P.M. Section 36: S2SE Township 12 S. Range 97 W. 6th P.M. Tracts 38, 42 and that portion of Tract 41 north and west of the County Road, located in sections 29, 30, 31 and 32 E2 SE4 Section 24 and NE4 Section 25, T12S, R98W and Tract 37, Sec. 30, T12S, R97W

80.00

2013(1)

Oil and gas exploration

#151 McClean

152.76

(2)

Oil and gas exploration

#152 Snook/ Whiteman, #171 Snook/ Whiteman, #172 Snook/ Whiteman, #173 Snook/ Whiteman and #174 Snook/ Whiteman

James N. Whiteman, Frances L. Whiteman, Michael E. Whiteman, Debra L. Whiteman, Scott E. Whiteman, Alisa Campbell and Robert Todd Wilson

78.53

(3)

Oil and gas exploration

I-3

APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS

Year of expiry (2) Use of property Oil and gas exploration Oil and gas exploration

Lease Name #156 Kissinger

Lessor Kellee L. Kissinger & Neland Kissinger Bonnie L. Siminoe, Lora L. Siminoe, Wynn & Vincent L. Siminoe, Judy L. Davis & Kellee L. Kissinger Lora Siminoe Wynn and Larry Dennis Wynn Vincent L. Siminoe and Julie Siminoe Shawn J. and Cindy A. Wallace

Location Township 12S, Range 97 W, 6th P.M. Tract 43 of Section 32 Township 12 S, Range 97 W, 6th P.M. Section 32: A parcel of land situated in Lot 6 of the Resurvey of Sec. 32, T12S, R97W, 6th P.M. Township 12 S, Range 97 W, 6th P.M. Section 32: 5-tracts of land making up 64.93 Acres Township 12 S, Range 97 W, 6th P.M. Part of Tract 43, Section 32 Township 12 S, Range 97 W, 6th P.M. Section 32: Parcel 1-A of Tract 46 Township 12 S, Range 97 W, 6th P.M. Sections 32 and 33: Lots 7 and 5 of Tract 46 Township 12 South, Range 97 West, 6th P.M. Section 33: Lots 11, 12, 14 and 15 in Tract 47 of the resurvey of Section 33, except a tract or parcel of land located in Lots 11 and 15 of Tract 47 Township 13 South, Range 97 West, 6th P.M. Section 18: Lots 3 and 4 Section 19: Lot 1

Acreage 5.01

#157 Siminoe/ Wynn et al

107.00

(2)

#158 Wynn and #159 Wynn

64.93

(2)

Oil and gas exploration

#160 Siminoe

5.00

(2)

Oil and gas exploration Oil and gas exploration

#163 Wallace

28.49

(3)

#166 Lambert

M. Margaret Lambert

43.20

(2)

Oil and gas exploration

#167 Whiting

Lois C. Whiting, as trustee of the Lois C. Whiting Living Trust

1,648.33

(2)

Oil and gas exploration

Township 13 South, Range 98 West, 6th P.M. Section 1: SW1/4SW1/4, Lot 1 Section 13: E1/2SE1/4 Section 24: N1/2NE1/4, NE1/4NW1/4 Township 2 South, Range 2 East, Ute Meridian Various land areas in Sections 23, 24, 25, 26, 27 and 35

I-4

APPENDIX I DETAILS OF OUR KEY PROPERTY INTERESTS

Year of expiry (2) Use of property Oil and gas exploration

Lease Name #168 Mansur

Lessor John W. Mansur and Victoria Rae Mansur

Location Township 12 S, Range 97 W, 6th P.M. Section 33: Lots 6, 7, 8, the North 350 feet of Lots 11 and 12, and that part of Tract 48 lying north of Kannah Creek; Also a one acre tract described as: Beginning at the SE corner of Lot 5, thence North 207 ft, thence West 207 ft, thence South 207 ft, thence East to point of beginning Section 34: Lot 2 Lot 4, Section 23 and S2 SW4 of Section 24, T12S, R98W Township 13 S, Range 97 W, 6th P.M. 6: a parcel of land in Lots 5 and 6

Acreage 154.33

#170 Collard/ Nowotny #189 Shipp

Stephen Collard and Kathy Collard Michael J. Shipp and Karen A. Shipp

134.69

(2)

Oil and gas exploration Oil and gas exploration

37.60

(2)

Notes: (1) (2) (3) Fram is in the process of renewing this lease. The leases are part of the Whitewater Unit in Colorado, USA, which have an indefinite term. Fram holds a lease from the 50% tenant-in-common owners of the subsurface minerals (including oil and gas) under 157 surface acres. If the other 50% tenant-in-common owners refuse to lease to Fram, then Fram may apply to the Colorado Oil and Gas Conservation Commission to pool the reluctant mineral owners interests involuntarily (known as force-pooling), thereby allowing the mineral development to go forward.

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for the Invitation Shares at the Issue Price for each Invitation Share subject to the following terms and conditions set out below and in the relevant printed application forms to be used for the purpose of this Invitation and which forms part of the Offer Document (the Application Forms or, as the case may be Electronic Applications (as defined herein): (a) YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES OR INTEGRAL MULTIPLES THEREOF. APPLICATIONS FOR ANY OTHER NUMBER OF INVITATION SHARES WILL BE REJECTED. Your application for Offer Shares may be made by way of printed WHITE Offer Shares Application Forms or by way of Electronic Applications through ATMs of the Participating Banks ( ATM Electronic Applications ) or through the Internet Banking ( IB ) websites of the relevant Participating Banks ( Internet Electronic Applications which, together with ATM Electronic Applications, shall be referred to as Electronic Applications ). Your application for the Placement Shares may only be made by way of printed BLUE Placement Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES. (c) You (not being an approved nominee company) are allowed to submit only one (1) application in your own name either for the Offer Shares or the Placement Shares. If you submit an application for Offer Shares by way of a printed Offer Shares Application Form, you MAY NOT submit another application for Offer Shares by way of an Electronic Application and vice versa . Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. If you submit an application for Offer Shares by way of an Internet Electronic Application, you MAY NOT submit another application for Offer Shares by way of an ATM Electronic Application and vice versa . Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. If you (being other than an approved nominee company) have submitted an application for Offer Shares in your own name, you should not submit any other application for Offer Shares, whether by way of an Offer Shares Application Form or by way of an Electronic Application, for any other person. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. You (not being an approved nominee company) are allowed to submit only one (1) application in your own name for the Placement Shares. If you submit any separate applications for the Placement Shares such separate applications shall be deemed to be multiple applications and we have the discretion whether to accept or reject such multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter.

(b)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

If you have made an application for Placement Shares, you should not make any application for Offer Shares either by way of an Offer Shares Application Form or through an Electronic Application and vice versa . Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. Conversely, if you have made an application for Offer Shares either by way of an Offer Shares Application Form or through an Electronic Application, you may not make any application for Placement Shares. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. Joint applications for the Invitation Shares shall be rejected. Multiple applications for the Invitation Shares may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. If you submit or procure submissions of multiple share applications for Offer Shares, Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have committed an offence under the Penal Code (Chapter 224) of Singapore and the Securities and Futures Act (Chapter 289) of Singapore, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications may be rejected at the discretion of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. (d) We will not accept applications from any person under the age of 18 years, undischarged bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (as furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks) bear post office box numbers. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the name of the deceased at the time of application. We will not recognise the existence of a trust. Any application by a trustee or trustees must be made in his/her/their own name(s) and without qualification or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or approved nominee companies after complying with paragraph (f) below. WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES . Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by persons acting as nominees other than approved nominee companies shall be rejected. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION . If you do not have an existing Securities Account with CDP in your own name at the time of your application, your application will be rejected (if your application is by way of an Application Form), or you will not be able to complete your Electronic Application (if your application is by way of an Electronic Application). If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an incorrect Securities Account number in section B of the Application Form or in your Electronic

(e)

(f)

(g)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Application, as the case may be, your application shall be rejected. Subject to paragraph (h) below, your application shall be rejected if your particulars such as name, NRIC/passport number, nationality and permanent residence status provided in your Application Form or in the records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one (1) individual direct Securities Account with CDP, your application shall be rejected. (h) If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allotment and other correspondence from the CDP will be sent to your address last registered with CDP. Our Company, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter, reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Offer Document or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Offer Document or, in the case of an application by way of an Application Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn up or improper form of remittance. Our Company further reserve the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or with the terms and conditions of this Offer Document and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof. (j) Our Company reserves the right to reject or accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason therefor, and no enquiry and/or correspondence on the decision with regards hereto will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment which will be at the discretion of our Company, due consideration will be given to the desirability of allotting the Invitation Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, a statement of account stating that your Securities Account has been credited with the number of the Invitation Shares allotted to you, if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncees, any instrument of transfer and/or other documents required for the issue and/or transfer of the Invitation Shares allotted to you. This authorisation applies to applications made by way of Application Forms and by way of Electronic Applications.

(i)

(k)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

(l) In the event that our Company lodges a supplementary or replacement offer document ( Relevant Document ) pursuant to the SFA or any applicable legislation in force from time to time prior to the close of the Invitation, and the Invitation Shares have not been issued, our Company shall either: (i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the Relevant Document and provide you with an option to withdraw your application and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; within seven (7) days from the date of lodgement of the Relevant Document, give you a copy of the Relevant Document and provide you with an option to withdraw your application; or

(ii)

(iii) treat your application as withdrawn and cancelled and shall return all monies paid in respect of any application, without interest or any share of revenue or other benefit arising therefrom and at your own risk. Where you have notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under paragraph (l)(i) and (l)(ii) above to withdraw your application, our Company shall return you application monies without interest or any share of revenue or other benefit arising therefrom and at your own risk, within seven (7) days from the receipt of such notification. In the event that at the time of the lodgement of the Relevant Document, the Invitation Shares have already been issued but trading has not commenced, our Company shall either: (iv) within two (2) days (excluding Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the Relevant Document and provide you with an option to return to our Company the Invitation Shares which you do not wish to retain title in and take all reasonable steps to make available within a reasonable period the Relevant Document, to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; (v) within seven (7) days from the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to return the Invitation Shares which you do not wish to retain title in; or

(vi) deem the issue of the Invitation Shares as void and return all monies paid in respect of any application, without interest or any share of revenue or other benefit arising therefrom and at your own risk. Where you have notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under paragraph (l)(iv) and (l)(v) above to return the Invitation Shares issued and return all documents, if any, purporting to be evidence of title to those Invitation Shares, our Company shall, within seven (7) days from

J-4

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

the receipt of such notification and documents, if any, pay to you all monies paid by you for the Invitation Shares without interest or any share of revenue or other benefit arising therefrom and at your own risk, and the issue of those Invitation Shares shall be deemed to be void. Additional terms and instructions applicable upon the lodgement of the Relevant Document, including instructions on how you can exercise the option to withdraw your application or return the Invitation Shares allotted to you may be found in such Relevant Document. (m) In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares under-subscribed shall be made available to satisfy applications for the Placement Shares to the extent that there is an over-subscription for Placement Shares as at the close of the Application List. In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares under-subscribed shall be made available to satisfy applications for the Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List and the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors, after consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter, and approved by the SGX-ST. In all the above instances, the basis of allotment of the Invitation Shares as may be decided by our Directors in ensuring a reasonable spread of Shareholders of our Company, shall be made public as soon as practicable via an announcement through the SGX-ST and through an advertisement in a generally circulating daily press. (n) You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, CPF Investment Account number (if applicable) and share application amount from your account with the relevant Participating Bank to the Share Registrar, SCCS, SGX-ST, CDP, our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. You irrevocably authorise CDP to disclose the outcome of your application, including the number of Invitation Shares allotted to you pursuant to your application, to our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter and any other parties so authorised by CDP, our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter. CDP shall not be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to Electronic Applications. Any reference to you or the applicant in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Offer Shares by way of an Offer Shares Application Form or by way of an Electronic Application and a person applying for the Placement Shares though the Co-Placement Agents by way of a Placement Shares Application Form. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Electronic Application) pressing the Enter or OK or

(o)

(p)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Confirm or Yes or any other relevant key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) clicking Submit or Continue or Yes or Confirm or any other relevant key on the IB website screen of the relevant Participating Bank (as the case may be) in accordance with the provisions of this Offer Document in, you: (i) irrevocably offer, agree and undertake to subscribe for the number of the Invitation Shares specified in your application (or such smaller number for which the application is accepted) at the Issue Price for each Invitation Share and agree that you will accept such Invitation Shares as may be allotted to you, in each case on the terms of, and subject to the conditions set out in this Offer Document and the Memorandum and Articles of Association of our Company; agree that, in the event of any inconsistency between the terms and conditions for application set out in this Offer Document and those set out in the ATMs or the IB websites of the relevant Participating Banks, the terms and conditions set out in this Offer Document shall prevail;

(ii)

(iii) agree that, the aggregate Issue Price for the Invitation Shares applied for is due and payable to our Company upon application; (iv) warrant the truth and accuracy of the information contained, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company in determining whether to accept your application and/or whether to allot any Invitation Shares to you; (v) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter will infringe any such laws as a result of the acceptance of your application;

(vi) agree and confirm that you are outside the United States; and (vii) understand that the Invitation Shares have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States, unless the Invitation Shares are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. The Invitation Shares are being offered and sold in offshore transactions as defined in and in reliance on Regulation S. There will be no public offer of the Invitation Shares in the United States. Any failure to comply with this restriction may constitute a violation of the United States securities laws. (q) Our acceptance of applications will be conditional upon, inter alia , our Company being satisfied that: (i) permission has been granted by the SGX-ST to deal in and for quotation of, all our Shares, including the Invitation Shares, the Additional Shares, the Award Shares and the Option Shares on Catalist;

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

(ii) the Full Sponsorship Agreement, the Placement Agreement and the Management and Underwriting Agreement referred to in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document have become unconditional and have not been terminated or cancelled prior to such date as our Company may determine; and

(iii) the SGX-ST, acting as agent on behalf of the Authority, has not served a stop order which directs that no or no further Shares to which this Offer Document relates be allotted or issued. (r) (s) Our Company will not hold any application in reserve. We will not allot and/or allocate Shares on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority. In the event that a stop order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority or other competent authority, and (i) if the Invitation Shares have not been issued and/or sold, all applications shall be deemed as withdrawn and cancelled and our Company shall refund all monies paid on account of your application for the Invitation Shares (without interest or any share of revenue or other benefit arising therefrom and at your own risk) to you within 14 days of the date of the stop order; or if the Invitation Shares have been issued but trading has not commenced, the issue of the Invitation Shares shall be deemed to be void and our Company shall, within 14 days from the date of the stop order, inform you to return such documents to our Company within 14 days from the date of the stop order and refund all monies paid on account of your application for the Invitation Shares (without interest or any Shares of revenue or other benefit arising therefrom and at your own risk) within 7 days from the receipt of such notification and documents. This shall not apply where only an interim stop order has been served. In the event that an interim stop order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority or other competent authority, no Invitation Shares shall be issued and/or sold to you during the time when the interim stop order is in force. (u) Additional terms and conditions for applications by way of Application Forms are set out on pages J-8 to J-12 of this Offer Document. Additional terms and conditions for Electronic Applications are set out on pages J-13 to J-23 of this Offer Document.

(t)

(ii)

(v)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS You shall make an application by way of Application Forms made on, and subject to, the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below as well as those set out under the Appendix J of this Offer Document, as well as the Memorandum and Articles of Association of our Company. (a) Your application must be made using the WHITE Application Forms and official envelopes A and B for the Offer Shares or the BLUE Application Forms for Placement Shares accompanying and forming part of this Offer Document. We draw your attention to the detailed instructions contained in the respective Application Forms and in this Offer Document for the completion of the Application Forms which must be carefully followed. Our Company, in consultation with the Manager Sponsor, CoPlacement Agents and the Underwriter, reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and in this Offer Document or to the terms and conditions of this Offer Document or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn up or improper forms of remittances. (b) Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCK LETTERS . All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY must be completed and the words NOT APPLICABLE or N.A.should be written in any space that is not applicable. Individuals, corporations, approved nominee companies and trustees must give their names in full. You must make your application, in the case of individuals, in your full name as it appears in your identity card (if applicants have such an identification document) or in your passport and, in the case of corporations, in your full name as registered with a competent authority. If you are a non-individual completing the Application Form under the hand of an official, you must state the name and capacity in which that official signs the Application Form. If you are a corporation completing the Application Form, you are required to affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with the Share Registrar. We reserve the right to require you to produce documentary proof of identification for verification purposes. Please note that: (i) (ii) You must complete Sections A and B and sign page 1 of the Application Form. You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form with particulars of the beneficial owner(s).

(c)

(d)

(e)

(iii) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

(f) You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or a permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore have an interest in the aggregate of more than 50% of the issued share capital of or interests in such corporations. If you are an approved nominee company, you are required to declare whether the beneficial owner of the Invitation Shares is a citizen or permanent resident of Singapore or a corporation (whether incorporated or unincorporated and wherever incorporated or constituted) in which citizens or permanent residents of Singapore or any body corporate (whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore) have an interest in the aggregate of more than 50% of the issued share capital of or interests in such corporation. Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Invitation Shares applied for, in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of REX SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your name and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by any other form of payment will not be accepted . We will reject remittances bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt will be issued by our Company or the Manager, Sponsor, Co-Placement Agents or the Underwriter for applications and application monies received. Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours of balloting of applications at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days after the close of the Application List, provided that the remittance accompanying such application which has been presented for payment or other processes has been honoured and application monies have been received in the designated share issue account. In the event that the Invitation does not proceed for any reason, the full amount of the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within five (5) Market Days of the termination of the Invitation. In the event that the Invitation is cancelled by us following the issuance of a stop order by the SGX-ST, acting as agent on behalf of the Authority, the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days from the date of the stop order. (h) Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the meanings assigned to them in this Offer Document. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of God and other events beyond the control of the Participating Banks, our Company, our Directors, the Manager, Sponsor, the Co-Placement Agents, the Underwriter and/or any other party involved in the Invitation, and if, in any such event, our Company, the Manager, Sponsor, the Co-Placement Agents, the Underwriter and/or the relevant Participating Bank do not receive your Application Form, you shall have no claim whatsoever against our

(g)

(i)

J-9

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Company, the Manager, Sponsor, the Co-Placement Agents, the Underwriter, the relevant Participating Bank and/or any other party involved in the Invitation for the Invitation Shares applied for or for any compensation, loss or damage. (j) By completing and delivering the Application Form, you agree that: (i) in consideration of us having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 29 July 2013 or such other time or date as we may, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter decide, and by completing and delivering the Application Form, you agree that: (aa) your application is irrevocable; and (bb) your remittance will be honoured on first presentation and that any application monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom; (ii) neither our Company, the Manager, Sponsor, the Co-Placement Agents, the Underwriter nor any other party involved in the Invitation shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your application to us or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph (i) above or to any cause beyond their respective controls;

(iii) all applications, acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; (iv) in respect of the Invitation Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company; (v) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; and

(vi) in making your application, reliance is placed solely on the information contained in this Offer Document and neither our Company, our Directors, Manager, Sponsor, CoPlacement Agents, the Underwriter nor any other person involved in the Invitation shall have any liability for any information not so contained. (vii) you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, and share application amount to the Share Registrar, CDP, SCCS, SGX-ST, our Company, the Manager, Sponsor, the Co-Placement Agents and the Underwriter or other authorised operators; and (viii) you irrevocably agree and undertake to subscribe for the number of Invitation Shares applied for as stated in the Application Form or any smaller number of such Invitation

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Shares that may be allotted to you in respect of your application. In the event that our Company decides to allot a smaller number of Invitation Shares or not to allot any Invitation Shares to you, you agree to accept such decision as final. Applications for Offer Shares (a) Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Form and WHITE official envelopes A and B. ONLY ONE (1) APPLICATION should be enclosed in each envelope. You must: (i) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Offer Document in the WHITE envelope A provided; in the appropriate spaces on WHITE envelope A: (aa) write your name and address; (bb) state the number of Offer Shares applied for; (cc) tick the relevant box to indicate the form of payment; and (dd) affix adequate Singapore postage; (iii) SEAL WHITE envelope A; (iv) write, in the special box provided on the larger WHITE envelope B addressed to Rex International Holding Limited c/o Tricor Barbinder Share Registration Services, 80 Robinson Road #02-00, Singapore 068898, the number of Offer Shares for which the application is made; and (v) insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B, affix adequate Singapore postage on WHITE envelope B (if despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Rex International Holding Limited c/o Tricor Barbinder Share Registration Services, 80 Robinson Road #02-00, Singapore 068898, so as to arrive by 12.00 noon on 29 July 2013 or such other date and time as we may, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

(b)

(ii)

(c)

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn up or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Applications for Placement Shares (a) Your application for Placement Shares MUST be made using the BLUE Placement Shares Application Form. ONLY ONE (1) APPLICATION should be enclosed in each envelope. The completed and signed BLUE Placement Shares Application Form and your remittance (in accordance with the terms and conditions of this Offer Document) for the full amount payable in respect of the number of Placement Shares you have applied for, with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Rex International Holding Limited c/o Tricor Barbinder Share Registration Services, 80 Robinson Road #02-00, Singapore 068898 so as to arrive by 12.00 noon on 29 July 2013 or such other date and time as we may, in consultation with the Manager, Sponsor, Co-Placement Agents and the Underwriter, decide. Local Urgent Mail or Registered Post must NOT be used . No acknowledgement of receipt will be issued for any application or remittance received. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn up or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

(b)

(c)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the ATM screens (in the case of ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant Participating Banks. For illustration purposes, the procedures for Electronic Applications through the ATMs and the IB website of the UOB Group are set out respectively in the sections entitled Steps for Electronic Application through the ATMs of the UOB Group and Steps for an Internet Electronic Application through the IB website of the UOB Group (collectively, the Steps ) appearing on pages J-19 to J-23 of this Offer Document. The Steps set out the actions that you must take at an ATM or IB website of the UOB Group to complete an Electronic Application. Please read carefully the terms of this Offer Document, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to you or the applicant in this section entitled Additional Terms and Conditions for Electronic Applications and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank. You must have an existing bank account with and be an ATM cardholder of one (1) of the Participating Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1) Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. For an Internet Electronic Application, you must have an existing bank account with an IB User Identification ( User ID ) and a Personal Identification Number/Password ( PIN ) given by the relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group to complete an Electronic Application. The actions that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip ( Transaction Record ), confirming the details of your Electronic Application. Upon completion of your Internet Electronic Application, there will be an on-screen confirmation ( Confirmation Screen ) of the application which can be printed for your record. The Transaction Record or your printed record of the Confirmation Screen is for your retention and should not be submitted with any Application Form. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or if you do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your ATM Electronic Application liable to be rejected. You must ensure, when making an Internet Electronic Application, that your mailing address for the account selected for the application is in Singapore and the application is being made in Singapore and you will be asked to declare accordingly. Otherwise, your application is liable to be rejected. In connection with this, you will be asked to declare that you are in Singapore at the time when you make the application.

J-13

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You shall make an Electronic Application in accordance with and subject to the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below and those set out under Appendix J of this Offer Document as well as the Memorandum of Association and Articles of our Company. (a) In connection with your Electronic Application, you are required to confirm statements to the following effect in the course of activating your Electronic Application: (i) that you have received a copy of this Offer Document (in the case of ATM Electronic Applications only) and have read, understood and agreed to all the terms and conditions of application for Offer Shares and this Offer Document prior to effecting the Electronic Application and agree to be bound by the same; that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, share application amount and application details (the Relevant Particulars) with the relevant Participating Bank to the Share Registrar, the SGX-ST, CDP, SCCS, our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter or other authorised operators (the Relevant Parties); and

(ii)

(iii) that this is your only application for Offer Shares and it is made in your own name and at your own risk. Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM or on the IB website unless you press the Enter or OK or Confirm or Yes or any other relevant key on the ATM or click Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen. By doing so, you shall be treated as signifying your confirmation of each of the above three (3) statements. In respect of statement (a)(ii) above, such confirmation, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to the Relevant Parties. (b) BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS THE BENEFICIAL OWNER. YOU SHALL MAKE ONLY ONE (1) ELECTRONIC APPLICATION FOR OFFER SHARES AND SHALL NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES, WHETHER AT AN ATM OR THE IB WEBSITE (IF ANY) OF ANY PARTICIPATING BANK OR ON AN APPLICATION FORM. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA. (c) You must have sufficient funds in your bank account with your Participating Bank at the time you make your Electronic Application at the ATM or the IB website of the relevant Participating Bank, failing which your Electronic Application will not be completed or accepted.

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Any Electronic Application which does not conform strictly to the instructions set out in the Offer Document or on the screens of the ATM or IB website of the relevant Participating Bank through which your Electronic Application is being made shall be rejected. You may make an ATM Electronic Application at an ATM of any Participating Bank or an Internet Electronic Application at the IB website of a relevant Participating Bank for Offer Shares using cash only by authorising such Participating Bank to deduct the full amount payable from your account with such Participating Bank. (d) You irrevocably agree and undertake to subscribe for and/or to accept the number of Offer Shares applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number of Offer Shares that may be allotted to you in respect of your Electronic Application. In the event that we decide to allot any lesser number of such Offer Shares or not to allot any Offer Shares to you, you agree to accept such decision as final. If your Electronic Application is successful, your confirmation (by your action of pressing the Enter or OK or Confirm or Yes or any other relevant key on the ATM or clicking Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen) of the number of Offer Shares applied for shall signify and shall be treated as your acceptance of the number of Offer Shares that may be allotted to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. You also irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the transfer of the Offer Shares that may be allotted to you. (e) We will not keep any applications in reserve . Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) in Singapore currency to you by being automatically credited to your account with your Participating Bank within 24 hours of balloting of the applications, provided that the remittance in respect of such application which has been presented for payment or other processes has been honoured and the application monies have been received in the designated share issue account. Trading on a WHEN ISSUED basis, if applicable, is expected to commence after such refund has been made . Where your Electronic Application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded in Singapore currency (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 14 days after the close of the Application List, provided that the remittance in respect of such application which has been presented for payment or other processes has been honoured and the application monies have been received in the designated share issue account. Responsibility for timely refund of application monies arising from unsuccessful or partially unsuccessful Electronic Applications lies solely with the respective Participating Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from an unsuccessful or partially successful Electronic Application, to

J-15

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

determine the exact number of Offer Shares allotted to you before trading the Offer Shares on Catalist. You may also call CDP Phone at 6535 7511 to check the provisional results of your application by using your T-pin (issued by CDP upon your application for the service) and keying in the stock code (that will be made available together with the results of the allotment and/or allocation via an announcement through the SGX-ST and by advertisement in a generally circulating daily press). To sign up for the service, you may contact CDP customer service officers. Neither the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company, the Manager, Sponsor, CoPlacement Agents nor the Underwriter assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST. (f) If your Electronic Application is unsuccessful, no notification will be sent by the relevant Participating Banks. If you make an Electronic Application through the ATMs or the IB websites of the following Participating Banks, you may check the provisional results of your Electronic Application as follows:
Operating hours 24 hours a day Service expected from Evening of the balloting day

Bank DBS

Telephone 1800 339 6666 (for POSB account holders) 1800 111 1111 (for DBS account holders) 1800 222 2121

Available at Internet Banking http://www.dbs.com

(1)

UOB Group

ATM (Other Transactions IPO Results Enquiry)/ Phone Banking/ Internet Banking http://www.uobgroup.com

24 hours a day

Evening of the balloting day

OCBC Bank

1800 363 3333

ATM/Phone Banking/ Internet Banking http://www.ocbc.com(3)

24 hours a day

Evening of the balloting day

Notes: (1) (2) If you have made your Electronic Applications through the ATMs or IB website of DBS, you may check the results of your application through the channel listed in the table above. If you have made your Electronic Application through the ATMs or IB website of UOB Group, you may check the results of your application through UOB Personal Internet Banking, ATMs of the UOB Group or UOB Phone Banking Services. If you have made your Electronic Application through the ATMs or IB website of OCBC Bank, you may check the results of your application through the channel listed in the table above.

(3)

(g)

Electronic Applications shall close at 12.00 noon on 29 July 2013 or such other time or date as our Company may, in consultation with the Manager, Sponsor, CoPlacement Agents and the Underwriter, decide. Subject to paragraph (j) below, an Internet Electronic Application is deemed to be received when it enters the designated information system of the relevant Participating Bank, that is, when there is an on-screen confirmation of the application. J-16

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

(h) We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made in your own name and without qualification. We will reject any application by any person acting as nominee, except those made by approved nominee companies only. You are deemed to have irrevocably requested and authorised our Company to: (i) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities Account; send the relevant Share certificate(s) to CDP; or other benefit arising should your Electronic bank account with your balloting of applications;

(i)

(ii)

(iii) return or refund (without interest or any share of revenue therefrom) the application monies in Singapore currency, Application be unsuccessful, by automatically crediting your Participating Bank with the relevant amount within 24 hours of and

(iv) return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies in Singapore currency, should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List. (j) You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and other events beyond the control of the Participating Banks, our Company and the Manager, Sponsor, Co-Placement Agents and the Underwriter and if, in any such event, our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter and/or the relevant Participating Bank do not record or receive your Electronic Application, or data relating to your Electronic Application or the tape containing such data is lost, corrupted, destroyed or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, the Manager, Sponsor, Co-Placement Agents, the Underwriter and/or the relevant Participating Bank for the Offer Shares applied for or for any compensation, loss or damage. All your particulars in the records of your relevant Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after making your Electronic Application, you shall promptly notify your relevant Participating Bank. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical; otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notification letter on successful allotment will be sent to your address last registered with CDP.

(k)

(l)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

(m) By making and completing an Electronic Application, you are deemed to have agreed that: (i) in consideration of our Company making available the Electronic Application facility through the Participating Banks acting as agents for our Company, at the ATMs and the IB websites (if any): (aa) your Electronic Application is irrevocable; and (bb) your Electronic Application, our acceptance and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; (ii) none of our Company, our Directors, the Manager, Sponsor, Co-Placement Agents and the Underwriter, the Participating Banks nor CDP shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph (j) above or to any cause beyond their respective controls;

(iii) in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company; (iv) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; and (v) in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Manager, Sponsor, Co-Placement Agents and the Underwriter nor any other person involved in the Invitation shall have any liability for any information not so contained.

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

STEPS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OF THE UOB GROUP The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of the respective Participating Banks. For illustrative purposes, the steps for making an Electronic Application through the ATMs or through IB website of the UOB Group are shown below. Instructions for Electronic Applications appearing on the ATM screens and the IB website screens of the relevant Participating Banks (other than UOB Group) may differ from that represented below. Steps for an ATM Electronic Application through the ATMs of the UOB Group Owing to space constraints on UOB Groups ATM screens, the following terms will appear in abbreviated form: & CDP CPF NRIC or IC PIN PR SCCS : : : : : : : and The Central Depository (Pte) Limited Central Provident Fund Board National Registration Identity Card Personal Identification Number Permanent resident Securities Clearing & Computer Services (Pte) Limited

J-19

APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Step 1 : Insert your personal Unicard, Uniplus card or UOB Visa/Master card and key in your PIN. Select CASHCARD/OTHER TRANS . Select SECURITIES APPLICATION . Select the share counter which you wish to apply for. Read and understand the following statements which will appear on the screen: THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/OFFER INFORMATION STATEMENT/ DOCUMENT OR SUPPLEMENTARY DOCUMENTS.

2 3 4 5

: : : :

(Press ENTER to continue) PLEASE CALL 1800 222 2121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN OBTAIN A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT WHERE APPLICABLE, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND/OR REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT.

(Press ENTER to continue.) 6 : Read and understand the following terms which will appear on the screen: YOU HAVE READ, UNDERSTOOD & AGREED TO ALL THE TERMS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENTS/ SUPPLEMENTARY DOCUMENT AND THIS ELECTRONIC APPLICATION.

(Press ENTER to continue) YOU CONSENT TO DISCLOSE YOUR NAME, IC/PASSPORT, NATIONALITY, ADDRESS, APPLICATION AMOUNT, CPF INVESTMENT ACCOUNT NUMBER AND CDP ACCOUNT NUMBER FROM YOUR ACCOUNTS TO CDP, CPF, SCCS, SHARE REGISTRARS, SGX-ST AND ISSUER/VENDOR(S) THIS IS YOUR ONLY FIXED PRICE APPLICATION AND IS IN YOUR NAME AND AT YOUR RISK.

(Please press ENTER to confirm)

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

7 : Screen will display: NRIC/Passport No. XXXXXXXXXXXX IF YOUR NRIC/PASSPORT NUMBER IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY. (Press CANCEL or CONFIRM ) 8 : Select mode of payment i.e. CASH ONLY . You will be prompted to select Cash Account type to debit (i.e., CURRENT ACCOUNT/I-ACCOUNT , CAMPUS ACCOUNT OR SAVINGS ACCOUNT/TX ACCOUNT ). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select. After you have selected the account, your CDP Securities Account number will be displayed for you to confirm or change (This screen with your CDP Securities Account number will be shown for applicants whose CDP Securities Account number is already stored in the ATM system of the UOB Group). For an applicant who is using UOB Groups ATM for the first time to apply for Shares, the CDP Securities Account number will not be stored in the ATM system of the UOB Group, and the following screen will be displayed for your input of your CDP Securities Account number. Read and understand the following terms which will appear on the screen: 1. YOU ARE REQUIRED TO ENTER YOUR CDP ACCOUNT NUMBER FOR YOUR FIRST IPO/SECURITIES APPLICATION. THIS ACCOUNT NUMBER WOULD BE DISPLAYED FOR FUTURE APPLICATIONS. DO NOT APPLY FOR JOINT ACCOUNT HOLDER OR THIRD PARTIES. PLEASE ENTER YOUR OWN CDP ACCOUNT NUMBER (12 DIGITS) & PRESS ENTER.

10

2. 3.

If you wish to terminate the transaction, please press CANCEL . 11 : Key in your CDP Securities Account number (12 digits) and select CONFIRM-YES . Select your nationality status. Key in the number of Shares you wish to apply for and press the ENTER key. Check the details of your Electronic Application on the screen and press ENTER key to confirm your Electronic Application. Select NO if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only.

12 13 14

: : :

15

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

Steps for an Internet Electronic Application through the IB website of the UOB Group Owing to space constraints on the UOB Groups IB website screens, the following terms will appear in abbreviated form: CDP CPF NRIC or I/C PR SGD SCCS SGX Step 1 2 : : : : : : : : : The Central Depository (Pte) Limited The Central Provident Fund National Registration Identity Card Permanent resident Singapore Dollars Securities Clearing & Computer Services (Pte) Limited Singapore Exchange Securities Trading Limited

Connect to the UOB Group website at http://www.uobgroup.com. Locate the UOB Online Services Login icon on the top right hand side of the Home Page. Point on UOB Online Services Login icon and at the drop list select UOB Personal Internet Banking. Enter your Username and Password and click Submit . Click on Proceed under the Full Access Mode. You will receive an SMS One-Time Password. Enter the SMS One-Time Password and click Proceed Click on EPS/Securities/CPFIS followed by Securities , followed by Securities Applications . Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions. Click Continue . Select your country of residence (you must be residing in Singapore to apply), and click Continue . Select the Securities Counter counter from the drop list (if there are concurrent IPOs), and click Submit .

4 5 6

: : :

9 10

: :

11

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APPENDIX J TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

12 : Check the Securities Counter, select the mode of payment and account number to debit and click Submit . Read the important instructions and click on Continue to confirm that: 1. 2. You have read, understood and agreed to all the terms of this application and the Prospectus/Document or Supplementary Document. You consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account number, CPF Investment Account number (if applicable) and application details to the Securities registrars, SGX, SCCS, CDP, CPF Board and issuer/vendor(s). This application is made in your own name, for your own account and at your own risk. For Fixed/MAX price Securities application, this is your only application. For TENDER price Securities application, this is your only application at the selected tender price. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following. The application monies will be debited from your bank account in SGD, based on the Banks exchange profit or loss, or application monies may be debited and refunds credited in SGD at the same exchange rate. For 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to the availability at the point of application.

13

3. 4.

5.

6.

Click Continue 14 : Check your personal details, details of the share counter you wish to apply for and account to debit. Select: Enter: (a) (b) (c) Click Submit 15 : Check your personal particulars (name, NRIC/passport number and nationality), details of the share counter you wish to apply for, CDP Securities Account number, account to debit and number of securities applied for. Click Confirm , Edit or Home . Print the Confirmation Screen (optional) for your reference and retention only. Nationality. your CDP Securities Account number; and the number of Shares applied for.

16 17

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J-23

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Rex International Holding Limited I Co. Reg. No. 201301242M I 6 Raffles Quay #20-07 Singapore 048580 I www.rexih.com