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1 April 2011
1
April 2011
2
Disclaimer
This document contains forward-looking information and statements. All information and statements other than statements of historical factcontained in this document are forward-looking information and statements, including, without limitation, statements regarding the transaction,future financial position, business strategy, proposed acquisitions or dispositions, budgets, litigation, projected costs and plans and objectives of orinvolving UNX or HRT. Securityholders can identify many of these statements by looking for words such as “believe”, “expects”, “intends”,“projects”, “anticipates”, “estimates”, “continues” or similar words suggesting future outcomes or statements regarding an outlook or the negativethereof. These forward-looking statements may include, but are not limited to, statements with respect to: the transaction, sources of capital,capital expenditures, business strategy and objectives, resource quantities and the discounted present value of future net cash flows from suchresources, net revenue, future production levels, exploration plans, development plans, acquisition and disposition plans and the timing thereof,operating and other costs, royalty rates and crude oil and natural gas prices, production rates, the timing of various steps in the transaction, andthe satisfaction of listing conditions. There can be no assurance that the plans, intentions or expectations upon which these forward-lookingstatements are based will occur. Forward-looking information and statements are subject to risks, uncertainties and assumptions, including thosediscussed in the Management Information Circular of UNX dated April 1, 2011 (the “Circular”), which readers of this document are urged to read inits entirety. Although UNX believes that the expectations represented in such forward-looking information and statements are reasonable, therecan be no assurance that such expectations will prove to be correct. Some of the risks which could affect future results and could cause results todiffer materially from those expressed in the forward-looking information and statements contained herein include: the impact of general economicconditions, industry conditions, governmental regulation including the timely receipt of required regulatory approval, applicable royalty rates andtax laws, volatility of commodity prices, currency exchange and interest rate fluctuations, imprecision of resource estimates, environmental risks,competition from other industry participants, the ability of HRT to obtain equipment, services and supplies in a timely manner, the ability to marketoil and natural gas successfully to current and new customers, the timing and costs of pipeline and storage facility construction and expansion andthe ability to secure adequate production transportation, the lack of availability of qualified personnel or management, stock market volatility andability to access sufficient capital from internal and external sources, the failure to realize the anticipated benefits of the transaction, fluctuation inforeign exchange or interest rates and the risk that actual results will vary from the results forecasted and such variations may be material.Readers are cautioned that the foregoing list is not exhaustive. Forward-looking statements or information are based on current expectations,estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from thoseanticipated by UNX and described in the forward-looking statements or information. See “Information Concerning HRT Post Arrangement - RiskFactors” in the Circular. The reader is further cautioned that the preparation of financial statements, including pro forma financial statements, inaccordance with Canadian Generally Accepted Accounting Principles and International Financial Reporting Standards requires management tomake certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating resources isalso critical to several accounting estimates and requires judgements and decisions based on available geological, geophysical, engineering andeconomic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomesavailable, and as the economic environment changes. The information contained in the Circular, including documents incorporated by referenceherein, identifies additional factors that could affect the operating results and performance of UNX and HRT. We urge you to carefully considerthose factors. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionarystatement. The forward-looking information and statements included in this Document are made as of the date of this Document and UNX andHRT undertake no obligation to publicly update such forward looking statements to reflect new information, subsequent events or otherwiseunless so required by applicable securities laws.
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Private Capital Increase Post-transaction (1)
GDR
UNX
shareholders
HRT common shares (if any)
Cash (if any)
Existing
shareholders
100.0%
~12%~88%
Transaction SummaryThis summary is qualified in its entirety by reference to
UNX Management Information Circular dated April 1st, 2011
UNX has entered into an agreement pursuant to which HRT will acquire, subject to certain conditions, all UNX shares by way of
a plan of arrangement
Pursuant to the agreement, UNX shares will be paid for with Global Depositary Shares representing HRT shares at an effective
pre-tax exchange ratio of 0.005579 of an HRT share per UNX share (approximately 0.005495 of an HRT share net of applicable
Brazilian Taxes).
In accordance with Brazilian corporate laws, the issuance of HRT shares in connection with the transaction triggers certain pre-
emptive rights held by existing HRT shareholders to maintain their pro rata ownership position in HRT
Certain existing HRT shareholders have committed to assign their pre-emptive rights in favour of current UNX shareholders to
facilitate the transaction
Existing
shareholders
UNX
shareholders
Source: HRT
1. Basic shares outstanding
UNX Common
Shares
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Key Terms of Transaction
Consideration HRT will acquire each UNX share for 0.5579 of a Global Depositary Share (pre-tax)
Each Global Depositary Share represents 1/100th of an HRT share
Equates to an effective exchange ratio of 0.005579 of an HRT share per UNX share (pre-tax)
Net of certain Brazilian taxes, UNX shareholders will receive ~0.5495 of a Global Depositary Share per UNX share
HRT has applied to list GDRs representing the Global Depositary Shares on the TSX-V (no assurance can be given that the
listing will be completed)
Offer Price & Premium C$6.17 per UNX share (based on HRT closing price and R$/C$ Fx rate immediately preceding announcement)
29% to UNX closing price immediately preceding announcement (C$4.80)
39% to UNX 20-day “VWAP” immediately preceding announcement (C$4.45)
Structure & Conditions Plan of Arrangement under Alberta law subject to UNX shareholder and court approval
HRT shareholders must approve capital increase and transaction (at least 50.1% of votes cast at HRT shareholder meeting)
UNX securityholder approval requires at least 66 2/3% and “majority of minority” of votes cast at UNX securityholder meeting
Other customary conditions
Other Terms Boards of directors of HRT and UNX have approved the transaction and unanimously recommended it to shareholders
UNX officers & directors (~12% of UNX shares) have agreed to vote in favor of the transaction
HRT officers & directors (~12% of HRT shares) have agreed to vote in favor of the transaction
C$20 million break fee payable by each party in certain specified circumstances
HRT Equity Issuance In accordance with Brazilian corporate laws, the issuance of HRT shares in connection with the transaction triggers certain pre-
emptive rights held by existing HRT shareholders to maintain their pro rata ownership position in HRT
A sufficient number of existing HRT shareholders have committed to assign, without receiving any payment as consideration, their
pre-emptive rights in favour of current UNX shareholders to facilitate the transaction
The subscription price per HRT shares pursuant to pre-emptive rights not assigned by existing HRT shareholders will be equal to
the greater of R$1,950 or HRT’s 5-day “VWAP” immediately preceding the HRT shareholder meeting
Timetable UNX Meeting materials have been mailed
Securityholders vote on April 27th, 2011
Closing expected in second quarter of 2011
Transaction Summary
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Overview of Global Depositary Shares
• HRT common shares are listed on Brazil’s Bovespa exchange under ticker HRTP3
• Consideration to be paid to UNX shareholders will be indirect ownership of HRT common shares via Global
Depositary Shares of HRT
• HRT Global Depositary Shares are convertible into HRT common shares at any time
• Each HRT Global Depositary Share will represent 1/100 HRT common shares
• On February 23, 2011, the HRT common shares closed at R$1,900 per common share (C$1,126)
on the Bovespa
• Receipts, called Global Depositary Receipts (GDRs), will be issued to UNX shareholders evidencing
ownership of Global Depositary Shares
• Each UNX share will be exchanged for ~ 0.5495 of a Global Depositary Share (net of certain Brazilian
taxes)
• Global Depositary Share program administered by a financial institution called a Depositary
• HRT has applied to list GDRs on the TSX Venture Exchange (no assurance can be given that the listing will be
granted)
• GDRs are very common in the United States, where they are referred to as “ADRs”
• Royal Dutch Shell, Banco Santander, Credit Suisse, Vodafone, Rio Tinto, etc.
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Overview of Global Depositary Shares
• For many North American investors, the simplest way to own HRT will be via Global Depositary Shares (with
ownership evidenced by GDRs) and not via direct ownership of common shares
• HRT GDRs will trade on a Canadian stock exchange exactly like the shares of a Canadian public
company
• HRT Global Depositary Shares will have voting, dividend, and other rights that are as close as is
practicable to the HRT common shares
• Certain modest and customary ongoing fees are payable by holders of the Global Depositary Shares
to the Depositary, as well as Brazilian taxes described in the Management Information Circular of
UNX dated April 1, 2011
• Investors may elect to convert their Global Depositary Shares into HRT common shares at any time
• Conversion mechanics are set out in the UNX Management Information Circular dated April 1, 2011
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UNX O&G Assets Certified by D&M1
Extensive seismic library on acreage identifying
numerous potential drilling locations
Strong working relationship with the Namibian
government
90% working interest percentage on over half of
asset base
Large Offshore Namibia acreage position
UNX HighlightsAssets located in prospective Offshore Namibia
Certified Risked Resources (MMboe)2
Gross Resources Net Resources
Oil Gas Equivalent Oil Gas Equivalent
(MMbbl) (Bcf) (Mmboe) (MMbbl) (Bcf) (Mmboe)
P90 (Low est.) 5,133 18,745 8,257 3,753 16,780 6,549
P50 (Best est.) 12,977 43,861 20,2087 9,687 39,137 16,209
P10 (High est.) 32,062 106,235 49,768 24,379 94,260 40,089
Mean estimate 16,508 55,298 25,724 12,413 49,168 20,608
Pg(3) adjusted mean 3,387 11,438 5,293 2,812 10,238 4,519
UNX Company Overview
(1) NI 51-101 Compliant, BOE calculations done by UNX
(2) BOE calculations provided by UNX based on a conversion ratio of 6:1 (mcf/bbl)
(3) Probability of geological success
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Operator in 21 blocks in the Solimões
Basin and 5 blocks in Namibia
Portfolio of 75,400 km2
Over 230 professional and technical staff
with extensive knowledge and experience
One of the largest independent Brazilian
Oil & Gas companies
HRT HighlightsAssets located in Two Potential Petroleum Systems
Solimões Basin
North Africa
Petroleum Systems
South Atlantic Pre Salt
Petroleum System
Namíbia
1
2
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HRT Company Overview
HRT O&G Assets Certified by D&M (3)
Certified Risked Resources Net to HRT (MMboe)
Prospective Resources
Risked
Mean 1
Oil 1,367
Gas (MMboe)2
155
Total
-
1,522
1. Mean estimate of prospective resources adjusted for economic success
2. Natural gas has been converted at a rate of 1BOE = 6.0 Mcf, HRT reported numbers are converted at 1BOE=5.6Mcf
3. NI 51-101 compliant
Asset
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Rio de Janeiro
Solimões
blocks
Manaus
The Solimões Basin is the third largest producing basin in Brazil (~119,000 Boe/day)
HRT Land Holdings, Solimões Basin, Brazil
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Offshore Namibia Asset Profile for combined
HRT/UNX company
HRT’s Pro Forma Namibia Acreage
NAMIBIA
1711B
2112B
2212A
2813A
Acarus Investments
2914A
2814B
2915
2815
2713B
2713A
Kudu Gas Field
HRT Operated Block
UNX Operated Block
UNX Non-operating interest
1711A
2816
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HRT’s/UNX’s Acreage Position in Namibia
Selected Operator Namibia Net Acreage (km2)
66,749
47,842
30,682 30,504
19,52117,160
3,445
–
12,500
25,000
37,500
50,000
62,500
75,000
Namcor Pro-forma HRT UNX Energy Chariot Arcadia Petroleum HRT Tower Resources
HRT/UNX will be the largest private sector leaseholder in Offshore Namibia
UNX’s blocks are contiguous with HRT’s Orange Basin blocks and surround the Kudu discovery
HRT has extensive working knowledge of the UNX acreage
UNX shareholders get additional Namibian exposure through HRT’s 100% owned 2112A & 2112B blocks
Source: HRT
+
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Significant Premium
29% premium to UNXs closing price immediately preceding announcement (C$4.80)
39% premium to UNXs 20-day “VWAP” immediately preceding announcement (C$4.45)
Leading Technical and Operational Capabilities
Access to world-class technical team with proven exploration and operational capabilities
Asset Diversification and Consolidation
Exposure to Brazilian oil & gas prospects with near-term drilling
Creation of the second largest land position in Namibia in two highly prospective areas
Continued Exposure to an Attractive Suite of Assets
Ongoing exposure to future exploration discoveries on UNX prospects
Opportunity to participate in upside potential in HRT prospects
Benefits for UNX Shareholders
Increased Financial Resources
Fully funded for E&P commitments on all blocks having completed an IPO on October 27, 2010
for R2,481 million (approximately USD 1,445 million)
Transaction delivers an immediate and significant premium to UNX shareholders
Transaction is with a well funded, world-class exploration company with industry-leading technical
expertise
Global Depositary Shares as consideration ensures UNX shareholders can participate in the potential of
combined prospects in two prospective areas through ownership of HRT equity Global Depositary Shares will have voting, dividend, and other rights that are as close as is practicable to HRT
common shares
HRT’s cash balance ensures capital programs will be well funded Wells forecast to spud in Brazil in 2011
HRT has extensive expertise and technical understanding of Namibian basins In addition to operating all five of the blocks they have an interest in in Namibia, HRT has carried out detailed
consulting geological and geophysical work for both Chariot and UNX
UNX shareholders gain exposure to exploration prospects in Brazil’s Solimões Basin HRT will have four rigs active by year end 2011
Over one billion barrels of unrisked resource potential in Brazil
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Summary
UNX Contact
Laurel Hill Advisory Group
North American Toll Free Number: 1-877-304-0211
e-mail: [email protected]
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Resources Disclaimer
The prospective resources estimates for UNX contained in this presentation have been prepared in accordance with Canadian
National Instrument 51-101 based on a report of D&M dated effective January 31, 2011. The D&M prospective resources report of
UNX is available on UNX's website at www.unxenergy.com and is filed on SEDAR at www.sedar.com. Readers should refer to
the prospective resources report of UNX in its entirety as it details the process for determining the prospective resources
estimates, the assumptions underpinning the modeling, and defines all of the technical terms used. The prospective resources
estimates of UNX described in the report and in this presentation are “undiscovered resources” as defined in the Canadian Oil
and Gas Evaluation (“COGE”) Handbook. Undiscovered resources are defined as those quantities of oil and gas estimates on a
given date to be contained in accumulations yet to be discovered. The estimate of the potentially recoverable portions of
undiscovered resources are classified as prospective resources. Prospective resources are defined as those quantities of oil and
gas estimated on a given date to be potentially recoverable from undiscovered accumulations. There is no certainty that any
portion of these resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any
portion of the resources.
The prospective resources estimates for HRT contained in this presentation have been prepared in accordance with Canadian
National Instrument 51-101 based on a report of D&M dated effective August 31, 2010. The prospective resources estimates of
HRT described in the report and in this presentation are “undiscovered resources” as defined in the Canadian Oil and Gas
Evaluation (“COGE”) Handbook. Undiscovered resources are defined as those quantities of oil and gas estimates on a given date
to be contained in accumulations yet to be discovered. The estimate of the potentially recoverable portions of undiscovered
resources are classified as prospective resources. Prospective resources are defined as those quantities of oil and gas estimated
on a given date to be potentially recoverable from undiscovered accumulations. There is no certainty that any portion of these
resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the
resources.
The term “BOE” as used herein may be misleading, particularly if used in isolation. A BOE conversion ratio of approximately 6
Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a
value equivalency at the wellhead.
