PetroFrontier Corp V.PFC

MD&A

[FoxTek1]

Sept 1 the sizzle starts. From tonights MD&A:

MANAGEMENT’S DISCUSSION & ANALYSIS (“MD&A”)

Statoil Farm-In

On June 10, 2013, the Corporation entered into an agreement to amend the existing farm-in agreement with Statoil Australia Oil & Gas AS (“Statoil”) (the “Amended Farm-in Agreement”). In accordance with the Amended Farm-in Agreement, Statoil committed to spend the next US$50 million throughout the remainder of 2013 and 2014. Pursuant to the Amended Farm-in Agreement, Statoil has been transferred 80% of the Corporation’s working interests in EP 103, EP 104, EP 127 and EP 128 and in EPA 213 and EPA 252 in exchange for exploration program related payments and carried costs of up to US$175.0 million over three phases to the end of 2016.

Under the terms of the Amended Farm-in Agreement, up to the next US$160 million of exploration costs will be fully funded by Statoil as follows:

Phase 1 & 2A (2013 and 2014):

• ●  Statoil will spend the next US$50 million on exploration (PetroFrontier – nil) and assume operatorship on September 1, 2013

• ●  At the end of Phase 2A, Statoil will have the option to continue to Phase 2B; if Statoil elects not to continue, it must return to PetroFrontier 50% of its former working interest in the Permits, such that ownership will then be: Statoil (30%), PetroFrontier (70%)

  Phase 2B (2015):

  ● Upon proceeding to Phase 2B, Statoil will spend the next US$30 million on exploration (PetroFrontier – nil)

  ● At the end of Phase 2B, Statoil will have the option to continue to Phase 3; if Statoil elects not to continue to Phase 3, then it must return to PetroFrontier 25% of its former working interest in the Permits, such that ownership will then be Statoil (55%), PetroFrontier (45%)

  Phase 3 (2016):

• ●  Upon proceeding to Phase 3, Statoil will spend the next US$80 million on exploration (PetroFrontier – nil)

• ●  At the end of Phase 3, Statoil will own 80% and PetroFrontier will own 20% of PetroFrontier’s former working interest in the Permits

  At the end of Phase 3, Statoil will have completed its funding obligations under the Amended Farm-in Agreement and the sharing of future costs between Statoil and PetroFrontier will be based on their then respective ownership interests.