Goldstone
TM
E N E R G Y G P, L L C
THE APACHE PROSPECT A multi-well Oil & Gas lease located in Sterling County, Texas Offered by Goldstone Energy GP, LLC
DISCLAIMER This investor presentation (the “Presentation”) is being circulated by Ampac Oil on a confidential basis to a limited number of recipients for the purpose of providing potential investors with preliminary information on Ampac Oil’s oil and natural gas development activities and the resulting investment opportunities. This Presentation is for informational purposes only and does not purport to be complete and does not contain all the information which a prospective investor would consider material. This Presentation does not constitute, and may not be used for or in connection with, an offer to sell or a solicitation of an offer to buy, to invest in, subscribe for, or purchase any security, share or interest of any kind whatsoever (a “Security”) in any investment or investment vehicle currently being or to be managed, advised, or sponsored by Ampac Oil or its affiliates, including specifically, Ampac Oil’s Apache Prospect Partnership. Such offer and solicitation can only be made pursuant to the relevant confidential private placement memorandum (the “Apache Prospect Partnership PPM”), subscription agreement and investor questionnaire, and other relevant offering materials (the “Apache Prospect Partnership Offering Documents”). This Presentation should not be considered as a recommendation by Ampac Oil or the Apache Prospect Partnership and/or their respective representatives or affiliates in relation to any proposed investment in any securities, shares or interests in the Apache Prospect Partnership or any related oil and natural gas investment partnership managed by Ampac Oil or any affiliates thereof. The information contained in this Presentation is presented as of the date on the first page hereof (unless otherwise indicated) and is subject to correction, completion, updating and amendment without notice. Neither Ampac Oil nor any affiliates thereof have any responsibility to update any of the information provided in this Presentation. The information contained herein is subject to and qualified in its entirety by reference to the relevant Apache Prospect Partnership APM. Such APM shall contain information in particular about the terms and conditions of the relevant offering and the risks, conflicts of interest and other matters important to an investment decision. In addition, if there is any conflict or difference between the information in this Presentation and that detailed in the applicable Apache Prospect Partnership APM or other Offering Documents, the information in the APM or other Offering Documents will prevail. This Presentation shall not be distributed, disclosed or reproduced, in whole or in part, and the information it contains shall not be disclosed by its recipients to any third party. By accepting delivery of this Presentation, each recipient agrees to comply with the foregoing restrictions and undertakes to return it (as well as any copy and/or extract) to Ampac Oil upon request. Information contained herein may include information relating to oil and gas wells developed by members of Ampac Oil’s senior management team. Such information is for illustrative purposes only and should not be interpreted as an indication or promise of future performance or results.Certain information contained herein may be “forward-looking” in nature. Due to various risks and uncertainties, both known and unknown, and other factors may cause Ampac Oil’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking information is not intended to serve as and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. As such, undue reliance should not be placed on such information. All statements of opinion and/or belief contained in this Presentation and all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible performance of any Ampac Oil managed oil and natural gas investment partnership or any security or interest offered thereby represent Ampac Oil’s own assessment and interpretation of information available to it as of the date of this Presentation. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of any offering will be achieved and no responsibility is accepted by Ampac Oil. Although Ampac Oil believes that the expectations reflected in the forward-looking statements are reasonable, Ampac Oil cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither Ampac Oil nor the Apache Prospect Partnership nor any affiliate thereof assumes responsibility for the accuracy and completeness of such statements. The Securities being offered by Ampac Oil as managing general partner of the Apache Prospect Partnership, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the applicable securities laws of any U.S. state or any non-U.S. jurisdiction. The Securities are being offered and sold pursuant to the applicable Ampac Oil PPM and in reliance on exemptions from the registration requirements of the Securities Act and any other applicable securities laws, including, without limitation, Section 4(a)(2) of the Securities Act and the U.S. Securities and Exchange Commission’s (“SEC”) Rule 506(b) or (c) of Regulation D. There is no public market for the Securities and no such market is expected to develop in the future. The Securities may not be transferred or resold except as permitted under the Ampac Oil Offering Documents and unless they are registered under the Securities Act and under any other applicable securities laws or an exemption from such registration is available. The Securities have not been approved or disapproved by the SEC or by the securities regulatory authority of any state or any other relevant jurisdiction, nor has any other authority or commission passed upon the accuracy or adequacy of this Presentation. Any representation to the contrary is unlawful. Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed investment transaction and all materials of any kind (including opinions or other tax analysis) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed investment transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.
CONTENTS
04
12
The Apache Prospect
Oil & Gas Investment Return Chart
07
13
Ampac Oil Company
Tax advantages
08
14
Geological Summary The Apache Prospect
Example Tax Worksheet
09
15
Comanche Prospect locator map
Schedule K-1 (Form 1065)
10 Reasons to invest
The Apache Prospect 4 of 18
THE APACHE PROSPECT HISTORICAL PERSPECTIVE The Permian Basin is a rich oil and gas producing region located in West Texas and Southeastern New Mexico. Three hundred million years ago, The Permian Sea covered the vast expanse of this region and in the wake of the largest mass extinction in Earth’s history, left gigantic reservoirs of oil in one of the thickest deposits of Permian rocks found anywhere in the world. Formally home to the Apache Nations, among the strongest and fiercest tribes of the Plains Indians, the first commercial oil well in the Permian Basin was completed in 1921, about 20 miles from Sterling County, Texas and the site of Goldstone Energy’s oil and gas lease, appropriately named, The Apache Prospect. During its peak, drilling in this region resulted in lines of oilfields, some stretching as muchas 200 miles long and 35 miles wide. Over the past 100 years, the Permian Basin has produced 30 billion barrels of oil and 75 trillion cubic feet of natural gas. Industry experts have long estimated that the recoverable oil and natural resources still in the ground will exceed what has already been produced over the past 90 years using modern recovery technologies. Their assertion proved true when late last year the most prolific oil discovery since the Anwar Oil Field in Saudi Arabia was found in the Basin, making it the second largest oil reserve in the world.
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CURRENT VIEWPOINT As reported by Bloomberg News on Nov. 15th, 2016, “One portion of the giant field, known as the Wolfcamp formation, was found to hold 20 billion barrels of oil trapped in four layers of shale beneath West Texas. That’s almost three times larger than North Dakota’s Bakken play and the single largest U.S. unconventional crude accumulation ever assessed, according to the U.S. Geological Survey. At currentprices, that oil is worth almost $900 billion. The estimate lends credence to the assertion from Pioneer Natural Resources CEO Scott Sheffield that the “Permian’s shale could hold as much as 75 billion barrels, making it second only to Saudi Arabia’s Ghawar field.”
Oil explorers have been flocking to the Permian Basin in West Texas and New Mexico to tap deposits so rich that they can generate profits even at lower oil prices. A race to grab land in the Permian has been the main driver of a surge of deals in the energy patch and the industry’s main source of good news in an otherwise, somewhat stagnant market. Although the Permian has been gushing crude since the 1920s, its multiple layers of oil-soaked shale remained largely untapped until the last several years, when intensive drilling and fracturing techniques perfected in other U.S. regions were adopted. The Wolfcamp, which is as much as a mile thick in some places, has been one of the primary targets. The Apache Prospect rests in the heart of this region.
“
The fact that this is the largest assessment of continuous oil we have ever done just goes to show that, even in areas that have produced billions of barrels of oil, there is still the potential to find billions more.
Walter Guidroz, Coordinator for the Geological Survey’s Energy Resources Program
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THE DETAILS Our newest project in this area, the Apache Prospect, sits just north of our previous project, the 320-acre Comanche Prospect on the N. Sellers Lease in Sterling County, Texas. Management has had extensive previous recovery experience in this area with production in the Albaugh, Triple M and Credo Limestone Zones in the Wolfcamp formation and is very excited at its continued growth in the Permian Basin. The property is on known oil production ground and its proven undeveloped site is ready for drill and test. We will be able to use the salt water disposal installed on our adjacent property, the Comanche Prospect, thereby keeping waste water disposal costs at a minimum and much of the production infrastructure is already laid or nearby. Goldstone Energy’s operator and partner in this project is Ampak OilCompany, which has been operating since 1988 and is the same operator that brought the Comanche Prospect online earlier in the year. Their experience in drilling, completing, equipping, producing and operating
both vertical, directional, and horizontal oil and gas wells in the Basin is extensive. Ampak currently operates many oil and gas wells throughout the Permian, including the Comanche Prospect, and is led by M.G. Khan, who has a Master of Science degree in Petroleum Engineering from the University of Oklahoma and over 35 years’ experience in supervising and managing oil and gas operations. Mr. Khan has laid out an action plan that will rapidly and efficiently bring the Apache Prospect into production. This project makes sense and has a high probability of success.
// ACTION PLAN Their plan calls for the drilling of a new well to a depth of 8,700’. The primary targets will be the Upper and Lower Wolfcamp Formation where a multi-stage fracking will occur and secondary targets would include a conventional completion in the Mississippian Oil Zone among others. Current data suggests that this site could produce in the range of 200-400 BOPD (barrels of oil per day) and could include commercially viable quantities of natural gas.
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AMPAK OIL COMPANY Ampak Oil Company has been a licensed oil and gas operator in the state of Texas (Operator #020463) since its founding in 1988. During the last 27 years, Ampak Oil has drilled, acquired, or participated inwells in many areas around the state. Wells in the Permian Basin, the Bend Arch, South Texas, the Hardeman Basin in North Texas, and along the Texas Gulf Coast have resulted in production in excess of 1 million barrels of oil to-date. That number continues to increase as new successful wells are completed.
KEY MANAGEMENT M.G. Khan
Ross Townsley
Mr. M.G. Khan, 62, is President of Ampak Oil Company and has been since its inception in 1988. Mr. Khan holds a Master’s Degree in Petroleum Engineering from the University of Oklahoma. Since enteringthe oil business in the early 80’s, Mr. Khan has supervised operations in over 700 wells. Mr. Khan has been an active member of the Society of Petroleum Engineers of AIME since 1978.
Mr. Townsley, 58, entered the oil and gas industry in 1981 with an MBA from the Ohio State University with dual majors in International Business and Logistics. He advanced through the Land Managementdepartment with Sun Exploration and Production Co. (Sunoco) until 1988. Mr. Townsley joined Ampak Oil Company at the beginning of 1990 as Director of Land Management.
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GEOLOGICAL SUMMARY THE APACHE PROSPECT: AMPAK OIL COMPANY The Comanche Prospect is in northwest Sterling County, approximately 30 miles southeast of Big Spring, Texas. Most of the wells within the field were drilled to the base of the Wolfcamp and the majority of production has come from the Middle Wolfcamp carbonate. The plan is to drill one new well (The Apache 1) to a depth of around 8,700’. The well will be completed by employing the multi-stage fracking technique. The completion will involve fracking the target zones with high-rate pumping, one-zone-at-a-time beginning with the deepest zone. The prospect area offers significant potential for additional developmental drilling opportunities. Based on published reports from larger oil companies and using the basic oil-in-place formula, 8-12million barrels of recoverable oil is estimated to be in place per 640-acre section in the Apache Prospect area. To summarize: The Comanche Prospect is located within a proven oil field and in an area were oil companies have large blocks of land under lease with the mindset of owning reserves in the ground. The presence of multiple oil-bearing zones, comprised of over 2,000’ of tight oil strata, offers a tremendous opportunity to develop significant, long-lasting oil production. The proposed developmental drilling plan should result in oil production which will provide cash flow for many years to come.
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COMANCHE PROSPECT LOCATOR MAP 320-acre Permian Basin Oil and Gas Lease Located on the Triple M Oil Field Proven Oil Field Multi-Well Potential Eight Proven Pay More than 2000’ of Tight Oil Strata Lease Surrounded by Major Energy Companies Currently Producing Oil and Gas Low Cost With Huge Upside Potential
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REASONS TO INVEST PORTFOLIO IMPROVEMENT Investing in the Apache Prospect is a solid addition to almost any portfolio for a number of reasons. The prospect is located in the second largest oil and gas reservoir in the world. The lease has multiple proven-undeveloped sites and adjacent leases, some of which are owned by the biggest names in oil recovery, are producing substantial yields of oil and natural gas daily.
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INVESTOR NECESSITIES There are multiple formations that can be explored on this lease by our operator, Ampak Oil, whose success in our immediate area has been proved. The cost of entry into this project is minimal and the upside potential is aggressive. In order to invest in the Apache Prospect and participate in the revenue stream this lease could yield, you MUST be an accredited investor. To qualify as an accredited investor, you must earn at least $200,000 annually and/or have a net worth of $1,000,000 not including your primary residence. The purchase price for each General or Limited Partnership Unit in the Apache Prospect is $100,000 plus a $1,995 administrative and issuance fee. This administrative fee is paid to AIMCO, LLC, a Goldstone affiliated company that handles stock issuance, revenue disbursement, and tax related forms. This is a turnkey investment and covers all costs through well completion. Upon receipt of the full subscription amount, each investor will become a general partner and/or limited partner in the Apache Prospect, LP and will be entitled to its pro rata share of the ROI (return on investment).
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OIL & GAS INVESTMENT RETURN CHART MULTI-WELL LEASE PROJECTED MONTHLY GROSS OIL INCOME CONVERSION TABLE Daily Production (BOPD)
$50
$60
$70
$100
$1,125
$1,350
$1,575
$200
$2,250
$2,700
$3,150
$300
$3,375
$4,050
$4,725
$400
$4,500
$5,400
$6,300
$500
$5,625
$6,750
$7,875
$600
$6,750
$8,100
$9,450
1 Unit
300 BOPD x 30 days x $50 x NRI 0.75% = $3,375 300 BOPD x 30 days x $60 x NRI 0.75% = $4,050 300 BOPD x 30 days x $70 x NRI 0.75% = $4,725
MULTI-WELL LEASE PROJECTED MONTHLY GROSS GAS INCOME CONVERSION TABLE Daily Production (MCF)
$2
$3
$4
$100
$45
$67
$90
$200
$90
$135
$180
$300
$135
$202
$270
$400
$180
$270
$360
$500
$225
$337
$450
*FOR ILLUSTRATION PURPOSES ONLY
1 Unit 100 MCF x 30 days x $2 x NRI 0.75% = $45 100 MCF x 30 days x $3 x NRI 0.75% = $67 100 MCF x 30 days x $4 x NRI 0.75% = $90
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TAX ADVANTAGES There are extremely generous tax benefits available to oil and natural gas investors. Such benefits include the deduction for Intangible Drilling Costs (”IDCs”), depreciation deductions with respect to Tangible Drilling and Completion Costs (“TDC’s”), amortization deductions with respect to Geological and geophysical Costs (G&G Costs) and depletion, if applicable. TAX BENEFITS
DEPLETION ALLOWANCE
Investing in oil and gas can be one of the most tax-advantageous investments available today. Congressional incentives encourage domestic petroleum development. Oil and natural gas from domestic reserves helps to make our country more energy self-sufficient by reducing our dependence on foreign sources. Congress has provided tax incentives to stimulate domestic oil and natural production financed by private sources. Drilling projects offer many tax advantages that were placed in the Tax Code by Congress. At the end of each calendar year, Aimco, LLC will provide you with a schedule K1 for your working interests(s).
The current depletion allowance is 15% of your share of the gross income from the property based on average daily production and can be taken every year until the well plays out. This makes fifteen cents of every gross income dollar non-taxable, thereby producing tax-sheltered income.
ACTIVE VS. PASSIVE INCOME The Tax Reform Act of 1986 introduced into to the Internal Revenue Code the concepts of “passive” income and “active” income. The Act prohibits the offsetting of losses from passive activities against the income from active businesses. The Tax Code specifically states that a Working Interest in an oil and natural gas well (including an investment made through a general partnership interest in a limited partnership) is not a “passive” activity; therefore, deductions can be offset against income from active stock trades, business income and salaries. Limited partners in a partnership owning working interests, however, are only deemed to be passive investors and may only deduct passive losses against passive income.
SMALL PRODUCERS TAX EXEMPT Small Producers Tax Exemption: The 1990 Tax Act provided one special tax advantages for companies and individuals. This tax incentive, known as the “Percentage Depletion Allowance”, is specifically intended to encourage Participation in oil and gas drilling. This tax benefits is not available to large oil companies, retail petroleum marketers, or refiners that process more than 50,000 barrels per day. It is also not available for entities owning more than 1,000 barrels of oil (or 6,000,000 cubic feet of gas) average daily production. The “Small Producers Exemption” allows 15% of the Gross Income (not Net Income) from an oil and gas producing property to be tax-free.
INTANGIBLE DRILLING COST (IDCS) Intangible Drilling Costs (IDCS): IDC’s can include labor intensive costs such as the drilling contractor and professional services, and are reported to the investor at the end of
the year. For a producing well, up to 85% of the investment constitutes what are known as IDC’s and are written off an investor’s ordinary income in the first year. Typically, most of the investment is deductible in the same tax year and can be offset against active or ordinary income (salaries, business income, stock trades, etc.). For every dollar of IDC invested, the investor receives one dollar of deduction. These IDC deductions reduce an investor’s dollars at risk. IDC’s can make up roughly 85% of the total investment. By way of illustration, an investment of $100,000 made in an oil and gas partnership could yield up to $85,000 in tax deductions for the year the investment is made. For an investor in a 35% tax bracket, that could mean actual tax savings of up to $29,750 in the first year.
TANGIBLE DRILLING COST (TDCS) Tangible Drilling Costs (TDCS): TDC’s can include pipe, storage tanks, along with wellhead equipment which are then capitalized and depreciated. For a producing well, approximately 15%-30% of your investment constitutes TDCs, which are depreciated over a seven-year period using the Accelerated Cost Recovery System (ACRS).
LEASE COSTS Lease Costs: Leasehold costs (purchase of leases, minerals, etc.), legal expenses for title opinions, etc., administrative, accounting, and lease/well operating costs (LOC) are also 100% tax deductible through cost depletion.
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EXAMPLE TAX WORKSHEET
Form
EZ (2015)
EXAMPLE TAX WORKSHEET
1 Amount of SourceRock Oil Investment 2 Approximate Amount of Intangible Drilling Cost Multiply Line 1 by 80%
$60,000 x 0.8
1
$60,000
2
$48,000
3 Tangible Equipment Deduction Pursuant to IRS sec. 179 Mulitply Line 1 by 10%
4 Total Tax Deductions Add lines 2 & 3
5 Enter your overall Tax Bracket
$60,000 x 0.1 3 $6,000 $48,000 +$6,000 4 $54,000
Include Federal, Medicare & State (if applicable)
6 ** First Year Tax Savings Multiply Lines 4 & 5
7 Net Out of Pocket Investment Subtract Line 6 from Line 1
$54,000 x 0.43 $100,000 - $38,700
5
43%
6
$23,220
7
$36,780
(The example above assumes an investor is in a 35% Tax Bracket + 1.5% Medicare + a State Income Tax of 6%)
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SCHEDULE K-1 (FORM 1065) The Schedule K-1 is a tax document issued for an investment in partnership interests. The purpose of the Schedule K-1 is to report your share of the partnership’s income, deductions and credits. It is issued around the same time as Form 1099 and serves a similar purpose for tax reporting. As with other administrative functions, the schedule K-1 for the Mercury Prospect II, will be issued by our affiliate company, AIMCO LLC, on an annual basis to all Partners. Below is an example of last year’s K-1 issued to one of our Partners for a previous lease we control.
LEGAL NOTICE This Presentation, and the information contained herein, is not an offer to sell securities or the solicitation of an offer to buy general or limited partnership interests (”Interests”) in the Partnership. Interests in the Partnership may only be purchased pursuant to the Partnership’s Confidential Private Placement Memorandum, (the “Offering Memorandum”), which contains a summary of the risk factors applicable to an investment in the Goldstone Energy Apache Prospect and well and contains other material information not included in this Presentation. Interests in the Partnership will only be offered to certain eligible accredited investors. This Presentation provides general and preliminary information about the Partnership and is intended for initial reference purposes only. It is not a summary or a compilation of all applicable information and it is not complete. It does not purport to include every item that may be relevant, nor does it purport to present full disclosure with respect to the fund within the meaning of applicable securities laws and regulations. The information contained herein is qualified by the and subject to the more detailed information in the Offering Memorandum. An investment in the Partnership is speculative and involves a high degree of risk. The Partnership will also have substantial limitations on investors’ ability to redeem or transfer their Interests, and no secondary market for the Partnership’s Interests exists or is expected to develop. All of these risks and other important risks are described in detail in the Partnership’s Offering Memorandum. Prospective investors are strongly urged to review the Offering Memorandum carefully, and to consult with their own financial, legal and tax advisors before investing.
Goldstone
TM
E N E R G Y G P, L L C
40 Worth Street 10th Floor, Suite 1053 New York, NY 10013 Tel: 214.414.0050 info@goldstoneenergy.com www.goldstoneenergy.com
THE APACHE PROSPECT