(EXHIBIT F)CONFIDENTIALPRIVATEPLACEMENT MEMORANDUMSOFI KMF I(Kenedy Memorial Foundation)Jim Hogg County, TexasSHALLOW OIL WELLDEVELOPMENTOPPORTUNITY
EXECUTIVE SUMMARYALFREDO MANZUR GONZALEZPresident/CEO, Sofí ExplorationAlfredo M. Gonzalez is the President and CEO of Sofi Exploration.Mr. Gonzalez is a sought-after influential leader. For the last 10years, his forte’ is offering proficient Good Practice Guidancealigning high production Asset Development opportunities in theOil and Gas sectors with sophisticated investors who are in themarket to expand their Cash Flow and Tax Advantage positions. Hiscorporate Vision for Sofi Exploration is to be the energy company“most admired for its people, partners and performance”. Hiscorporate mission is to build successful partnerships based on 7established pillars: High Performance, Integrity, Transparency,Trust, Verification, and Protecting Partners and the Environment. His immense knowledge and innovative counsel regarding assetdevelopment programs in the industry confirms the confidence ofvigorous partnerships and superior offerings from the industry’sleading and selective Operators, Drilling Corporations, andCompletion Companies. Mr. Gonzalez continues to develop anextensive vetting process compelling industry leaders to perform atthe highest levels for investor participation and productionachievement. The corporate goals are capital development, drilling,completion, production success, and continuous liquiditydevelopment for his associates and partners. PHIL MARTIN President/CEO, New Century Exploration, Inc.Mr. Martin is President and CEO of New Century Exploration, Inc. an activeoperator in Texas and Louisiana. He began his career at Union Texas Petroleumand has managed many E&P programs for over 30 years. Phil has presented atmany industry groups regarding oil and gas exploration, development, production,and economics, especially regarding unconventional resources Phil is a member ofvarious professional organizations including Houston Producers Forum, HoustonEnergy Finance Group, ADAM Houston, IPAA, and TIPRO, AAPL, AAPG,SIPES, and the LSU Foundation. Phil earned a Bachelor of Science in Geologyfrom LSU and a Master of Science in Geology from the University of Louisiana.He is involved with various community and charitable organizations and serves onthe board of the Pearl Fincher Museum of Fine Arts and the Centrum League.Jake MartinOperations Manager, New Century ExplorationMr. Martin is responsible for all of New Century Exploration’s drilling,completion and production operations. He has a B.S. from University ofLouisiana and has worked at New Century for 5 years. He has significantexperience in the Gulf Coast Trend of Texas and Louisiana, the EastTexas and North Louisiana trends, and the Central Texas Trend. He isexpert at oil industry technologies including IHS, Kingdom, TGS,PhdWin, Spotfire, and multiple other Enverus technologies. He is anactive member of AAPG and the Society of Petroleum Engineers.Alfredo M. GonzalezPresident & C.E.O Sofi Exploration1Phil Martin President & C.E.O New Century Exploration Jake Martin Operations Manager New Century Exploration
2JIM HOGG COUNTY HISTORYJim Hogg County is in the Rio Grande Plain region of South Texas twenty-eight miles north of theMexican border and sixty-six miles west of the Gulf Coast. The county, named for Governor JamesStephen Hogg, is bordered by Webb, Duval, Jim Wells, Brooks, Starr, and Zapata counties. Itscenter lies at 27°05' north latitude and 98°43' west longitude. Hebbronville, the largest town andcounty seat, is at the junction of State highways 16, 285, and 359, in the north central part of thecounty. Other communities include Agua Nueva, Altavista, Guerra, Randado, and Thompsonville.The county comprises 1,136 square miles of flat to gently rolling terrain vegetated with mesquite,scrub brush, grasses, and chaparral. Elevations range from 200 to 800 feet. In the east, soils aresandy, with areas of light color, or have loamy surfaces over very deep reddish or mottled clayeysubsoils. The rest of the county has loamy surfaces over deep reddish or mottled clayey subsoils,with limestone near the surface in some areas. In the early 1990s more than 90 percent of the landwas devoted to farming and ranching, with 2 percent of the farmland under cultivation and 21percent irrigated; only 1 percent of the land in the county is considered prime farmland. Mineralresources include caliche, clay, uranium, oil, and gas. Temperatures range from 44° F to 69° inJanuary and 73° to 99° in July; the average annual temperature is 73°. Rainfall averages twenty-three inches a year, and the growing season lasts 305 days. The area of Jim Hogg County has beenthe site of human habitation for perhaps 11,000 years. Among the oldest artifacts found in theregion are stone implements and human remains dating from the Paleo-Indian period (9200 to 6000B.C.). During the Archaic period (6000 B.C. to A.D. 1000) the local Indian population seems tohave increased, and many hunter-gatherers apparently spent time in the area.
GEOLOGICAL SUMMARY3This document was issued by New Century Exploration. INCNew Century Exploration plans to develop shallow oil reserves at Prado Field in Jim HoggCounty, South Texas. Over 23 million barrels of oil and 32 BCF of gas were produced atPrado Field from 1956 through the 1970’s. Detailed research reports from the Bureau ofEconomic Geology, US Department of Energy, South Texas Geological Society, and othersfound recovery to be insufficient and that sizable additional oil reserves could be recoveredwith redevelopment. Most of the 23 million barrels of oil at Prado Field were producedfrom the thick (Jackson Age) Middle Loma Novia Sand at 3,700’. The trapping mechanismis stratigraphic with 4-way closure. The reports determined that 10-acre or smaller spacingwas necessary for proper drainage due to the complex sand body geometry. The MiddleLoma Novia Sand is an amalgamation of rapidly deposited near-shore facies includingbarrier-bar, tidalinlet- fill, and back-barrier-bars. Although the overall sand interval isconsistently thick, this depositional complexity resulted in an assemblage of individualcompartments separated by mud stone beds and having a small drainage radius. Althoughindividual sand units are small and isolated they are high quality with average 34% porosityand 906 millidarcies permeability. Wells had an average IP of ~90 BOPD and EUR of ~92,000 BO. Most Middle LomaNovia wells at Prado Field were developed on 10-acre spacing but New Century hasidentified and acquired a portion of the field developed on 20-acre spacing that contains 6additional undeveloped 10-acre locations. The first undrilled location is surrounded by 4wells that contain multiple interbedded oil zones. Only a few were perforated, so multipleunproduced oil zones are expected . In addition, the outer perimeter of the drillsite locationdoes not overlap the outer perimeter of the 10-acre drainage areas of the surrounding wells,so little or no depletion is expected in the zones that were perforated. The first drillsite isalso at the apex of a 4-way closure and will be the highest Middle Loma Novia well in thefield. This is a unique opportunity to develop an estimated 75,000 barrels of bypassed oilreserves. Dry hole cost for 1% interest is $10,357 plus an additional $3,838 for completionwith payout estimated at 10 months.
LOCATION MAP & FEATURES This document was issued by New Century Exploration. INCKEY SUCCESS FEATURES4Infield development of Prado Field, South Texas: redevelopment of shallowoil field, 23 million barrels produced from 1956 through 1970’s, averageEUR = 92,000 BO, IP = 90 BOPDResearch reports by Bureau of Economic Geology, U.S. EnergyDepartment and University of Texas concluded that the field wassignificantly underproduced and additional development shouldyield substantial new oil reservesThe Middle Loma Novia Sand (Jackson Age) is the primary oil zoneat 3,700’, with an average 75’ of netsand with lateral drainage limited by complex internal stratigraphyEconomics: EUR = 75,000 BO, IP = 80 BOPD, ROI = 342%, 1st yearROR = 133%, Payout = 9 months
PUBLIC AGENCY RESEARCHREPORTS ON PRADO FIELD5This document was issued by New Century Exploration. INC
PRADO FIELD MAP6This document was issued by New Century Exploration. INC
TEXAS RAIL ROAD COMMISSION 7This document created by the Texas Rail Road CommissionSofi KMF I Joint Venture Proposed Drill SiteTexas Rail Road Commission map & proposed drilling location
SURROUNDING FIELDS8This document was issued by New Century Exploration. INC
SUBSEA STRUCTURE MIDDLELOMA NOVIA SAND9This document was issued by New Century Exploration. INC
MIDDLE LOMA NOVIA SUBSEA STRUCTURE10This document was issued by New Century Exploration. INC
UNDEVELOPED 10 ACRE LOCATION11This document was issued by New Century Exploration. INC
BUREAU OF ECONOMIC GEOLOGY12This document was issued by New Century Exploration. INC
SOFI KMF I J.V. LEASE 13This document was issued by New Century Exploration. INC
SOFI KMF I J.V. LEASE CONTINUED14This document was issued by New Century Exploration. INC
SOFI KMF I J.V. LEASE CONTINUED15This document was issued by New Century Exploration. INC
SOFI KMF I J.V. LEASE CONTINUED16This document was issued by New Century Exploration. INC
A.F.EThis document was issued by New Century Exploration. INCAFE is subject to change depending upon market conditions 17
EUR, RESERVE VALUE & REVENUEPOTENTIAL18This document was issued by New Century Exploration. INC
TERMS & ECONOMICS19This document was issued by New Century Exploration. INCTERMS & ECONOMICS
ESTIMATED PARTNERSHIP ECONOMICS(WORKING INTEREST PARTICIPATION)Working Interest W.I. Net Revenue Interest N.R.I. 22.5%75 % N.R.I ParticipationDrill & Test D.N.T.Completion Upon J.V. ApprovalC.U.A.30%Unit W.I. N.R.I%1 3.0% 2.25%1 $39,474.00 1 $10,926.00TOTAL CAPITALIZATION$504,000201.5%0.5625%1/21/4 0.75%1.125%1/21/4 $9,868.50$19,737.00 1/21/4$2,731.50$5,463.00
INITIAL POTENTIAL REVENUEPROJECTIONSOil Production Estimates80 BPD X$85=$6,800 IPD$6,800 IPD X 30.4 Days=$206,720 IPM$206,720IPM X 2.25% N.R.I. =$4,651.20$4,651.20 Gross Oil Proceeds Per Month(estimated)Annual return: 0 – 50% (Potential)Oil ProductionPayout: 24 + month paymentThese are estimated figures only upon production.BPD = BARRELS PER DAY MCF = MILLION METRIC CUBIC FEET IPD = INCOME PER DAY IPM = INCOME PER MONTH IPU = INCOME PER UNIT L.O.E. = LEASE OPERATING EXPENSESthese numbers were formulated based on first annual rate of return without expenses and depletion rates. These calculations are estimates only and do not reflect any guarantees Oil Income $80 $85 $9060Monthly Income (Gross)Does Not Include L.O.E$3,283.20$3,488.40 $3,693.6080Monthly Income (Gross)Does Not Include L.O.E$4,377.60 $4,651.20$4,924.80100Monthly Income (Gross)Does Not Include L.O.E$5,472.00 $5,814.00 $6,156.0021
COMPANY PORTFOLIO(TEXAS, LOUSIANA) 22Sofi Nacatoch IJoint Venture 2023, Finalized, Funded,ProducingA.P.I #17015243860000OperatorNew CenturyExplorationState NorthLouisianaSofi PresslyJoint Venture 2023 Finalized, Funded,ProducingA.P.I #42-239-33965OperatorNew CenturyExplorationStateEastTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055) Sofi Nacatoch IIJoint Venture 2023 Funded, waiting onspud dateA.P.I #17015240850000OperatorNew CenturyExplorationStateNorthLousianaSofi Nacatoch IIIJoint Venture 2023 FundedA.P.I #Coming SoonOperatorNew CenturyExplorationStateNorthLousiana
COMPANY PORTFOLIO(TEXAS, LOUSIANA) 23Sofi Gold I, II,IIIJoint Ventures 2021,Finalized, Funded, ProducingA.P.I #42-239-33959OperatorNew CenturyExplorationStateTexasSofi BlueJoint Venture 2021,Finalized, Funded,Producing A.P.I #42-239-33958OperatorNew CenturyExplorationStateTexasSofi PrimeJoint Venture 2020,Funded, Non Commercial TransferA.P.I #17-015-24570OperatorNew CenturyExplorationStateLousianaSofi 7Joint Venture 2022, Funded, TransferA.P.I #Not ApplicableOperatorNew CenturyExplorationStateTexasSofi Elite III Joint Venture 2022,Finalized, Funded,ProducingA.P.I #42-203-35452 OperatorNew CenturyExplorationStateEastTexasSofi Elite II Joint Venture 2022,Finalized, Funded,ProducingA.P.I #42-203-35452 OperatorNew CenturyExplorationStateEastTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055)
COMPANY PORTFOLIO (TEXAS, LOUSIANA)24Sofi Victoria MarieJoint Venture 2018,Funded, Non CommercialA.P.I #42-391-33187OperatorMillennium ExplorationStateTexasSofi Gold CoastJoint Venture 2017, Funded, Non Commercial A.P.I #42-089-32747OperatorMillennium ExplorationStateTexasSofi Tyler Joint Venture 2019,Finalized, Funded,ProducingA.P.I #42-457-30557 OperatorNew CenturyExplorationStateTexasSofi SandsJoint Venture 2019,Interest Released A.P.I #42-241-33187 OperatorNew CenturyExplorationStateTexasSofi LivJoint Venture 2020, Funded, Non Commercial Transfer A.P.I #42-419-314220OperatorNew CenturyExplorationStateTexasSofi PhoenixJoint Venture 2019,Interest Released A.P.I #42-203-35385OperatorNew CenturyExplorationStateTexasSofi Elite IJoint Venture 2018, ,Finalized, Funded,ProducingA.P.I #42-203-35314OperatorNew CenturyExplorationStateTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055)
COMPANY PORTFOLIO (OKLAHOMA)25Sofi Newby IIJoint Venture 2023, FundedA.P.I #Waiting On Permit OperatorRush Creek ResourcesStateOklahomaOPERATOR NUMBER:(OKLAHOMA 734825) (TEXAS 23895)Sofi Newby IIIJoint Venture 2023, FundedA.P.I #Waiting On Permit OperatorRush Creek ResourcesStateOklahomaSofi NewbyJoint Venture 2023, Finalized, Funded,ProducingA.P.I #037-29503OperatorRush Creek ResourcesStateOklahomaSofi Black BearJoint Venture 2023, Finalized, Funded ProducingA.P.I #037-29511OperatorRush Creek ResourcesStateOklahomaSofi Black Bear IIJoint Venture 2023, FundedA.P.I #Coming SoonOperatorRush Creek ResourcesStateOklahomaSofi Gunsight HillJoint Venture 2023, FundedA.P.I #Coming SoonOperatorRush Creek ResourcesStateOklahoma
COMPANY PORTFOLIO (OKLAHOMA)26Sofi Fox Joint Venture 2022,Finalized, Funded,ProducingA.P.I #35037044673503704466OperatorRush Creek ResourcesStateOklahomaSofi Carr Joint Venture 2022,Finalized, Funded,Producing A.P.I #3503704457OperatorRush Creek ResourcesStateOklahomaSofi DrakeJoint Venture 2022,Finalized, Funded,ProducingA.P.I #3503704457OperatorRush Creek ResourcesStateOklahomaSofi MichiganJoint Venture 2022,Funded, Non Commercial Transfer A.P.I #35037291380000OperatorRush Creek Resouces StateOklahomaSofi Carr IIIJoint Venture 2023, Funded, waiting on spuddateA.P.I #Waiting On Permit OperatorRush Creek ResourcesStateOklahomaOPERATOR NUMBER:(OKLAHOMA 734825) (TEXAS 23895)Sofi Three HillsJoint Venture 2023, Funded, Waiting on spuddateA.P.I #Waiting On Permit OperatorRush Creek ResourcesStateOklahoma
TAX BENEFITSTHE BASIC TAX CONSIDERATIONS INVOLVED IN AN OIL & GAS INVESTMENT 1. INTANGIBLE DRILLING COSTS:Up to 80% of the investment amount constitutes what is known as intangible Drilling Costs (IDC), and is deductible against active, passive or portfolio income in the first year incurred. This includes all labor-relatedcosts for the prospect well. Including, but not limited to, drilling contractors, professional services, and others. Thetotal amount of IDC is reported to each participant at the end of the year. Please consult with your tax advisor forfurther details. 2. TANGIBLE DRILLING COSTS:Approximately 20% of the amount of costs to drill the well constitutes Tangible Drilling Costs (TDC). Thisincludes, but is not limited to, all well equipment, piping, storage tanks, wellhead equipment, lease expenses, andothers. The exact amount will be determined after the well is drilled. This portion of an investment is depreciatedover a seven year period. Please consult with your tax advisor for further details.EXAMPLEESTIMATED TAX PARTICIPATION EXAMPLEA$50,400x 80% $40,320+ $1,440$41,760Investment Amount Intangible Drilling Costs (estimate) 1st year deductions of intangible drilling costs (estimate) 1st year depreciation deduction (estimate) (50,400 x .20 divided by 7 years)TOTAL FIRST YEAR TAX DEDUCTIONS (estimate)B$41,760x 35%$14,616Total Deduction (estimate) Maximum Income Tax BracketTOTAL FIRST YEAR CASH VALUE OF DEDUCTIONS (estimate)C$50,400- $14,616$35,784Investment Amount Actual Cash Savings from Tax Deductions (estimate)AFTER TAX CASH INVESTMENT (estimate) 3. DEPLETION ALLOWANCECurrently, the depletion allowance is 15%. This means that fifteen cents of every dollar is tax-free. Please consultwith your tax advisor for further details. 4. STATE INCOME TAXESState income taxes could add substantial additional savings, however, they may vary from state to state. Pleaseconsult with your tax advisor for further details.27
TAX INCENTIVESCongressional Incentives Encourage Domestic Petroleum DevelopmentOil and Natural Gas from domestic reserves helps to make our country more energy self-sufficient by reducing our dependence onforeign imports. In light of this, Congress has provided tax incentives to stimulate domestic natural gas and oil production financedby private sources. Drilling projects offer many tax advantages and these benefits greatly enhance the economics. The incentives arenot “Loop Holes” – they were placed in the Tax Code by Congress to make participation in oil and gas ventures one of the best tax-advantaged investments.Intangible Drilling Cost Tax DeductionThe intangible expenditures of drilling (labor, chemicals, mud, grease, etc.) are usually about (65 to 80%) of the cost of a well. Theseexpenditures are considered “Intangible Drilling Costs (IDC)” which are 100% deductible during the first year. For example, a$100,000 investment could yield up to $80,000 in tax deductions during the first year of the venture. These deductions are available inthe year the money was invested, even if the well does not start drilling until March 31 of the year following the contribution ofcapital. (See Section 263 of the Tax Code.)Tangible Drilling Cost Tax DeductionThe total amount of the investment allocated to the equipment “Tangible Drilling Costs (TDC)” is 100% tax-deductible. In theexample above, the remaining tangible cost ($25,000) may be deducted as depreciation over a seven-year period. (See Section 263 ofthe Tax Code.)Active vs. Passive IncomeThe Tax Reform Act of 1986 introduced into the Tax Code the concepts of “Passive” income and “Active” income. The Act prohibitsthe offsetting of losses from Passive activities against income from Active businesses. The Tax Code specifically states that aWorking Interest in an oil and gas well is NOT a “Passive” Activity, therefore, deductions can be offset against income from activestock trades, business income, salaries, etc. (See Section 469(c)(3) of the Tax Code.)Small Producers Tax ExemptionThe 1990 Tax Act provided some special tax advantages for small 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 benefit is notavailable to large oil companies, retail petroleum marketers, or refiners that process more than 50,000 barrels per day. The “SmallProducers Exemption” allows 15% of the Gross Income (not Net Income) from an oil and gas producing property to be tax-free.Lease CostsLease costs (purchase of leases, minerals, etc.), sales expenses, legal expenses, administrative accounting, and Lease Operating Costs(LOC) are also 100% tax-deductible through cost depletion.Alternative Minimum TaxPrior to the 1992 Tax Act, working interest participants in oil and gas ventures were subject to the normal Alternative MinimalTax tothe extent that this tax exceeded their regular tax. This Tax Act specifically exempted Intangible Drilling Cost as a Tax Preferenceitem, “Alternative Minimum Taxable Income” generally consists of adjusted gross income, minus allowable Alternative MinimumTax itemized deduction, plus the sum of tax preference items and adjustments. “Tax preference items” are preferences existing in theCode to greatly reduce or eliminate regular income taxation. Included within this group are deductions for excess Intangible Drillingand Development Costs and the deduction for depletion allowable for a taxable year over the adjusted basis in the Drilling Acreageand the wells thereon.28
K-1 FORM EXAMPLE29This document was issued by Hensley CPA Firm
K-1 FORM EXAMPLE30This document was issued by Hensley CPA Firm
K-1 FORM EXAMPLE31This document was issued by Hensley CPA Firm
32CERTIFICATEOF INSURANCE This document was issued by New Century Exploration
INDUSTRY TERMS33
INDUSTRY TERMS34
INDUSTRY PARTNERS &REFERENCESNew Century Exploration, Inc.PHIL MARTINPRESIDENT/CEOPHILMARTIN@NEWCENTURYEXP.COMO: 281-684-7000D: 713-857-0119ALFREDO MANZUR-GONZALEZ PRESIDENT/CEOALFREDO@SOFIEXPLORATION.COMO: 469-802-0332D: 214-514-9022REFERENCESDOUG KITTELSONDOUG@KITTELSONLAW.COM WWW.KITTELSONLAW.COMO: 214-734-2700C: 214-704-5721KAREY REBELLO KREBELLO@HENSLEYCPAS.USWWW.HENSLEYCPAS.USO: 214-390-9071MINDY GAYERBUSINESS DEVELOPMENT MANAGER MGAYER@THEENTRUSTGROUP.COMO: 615-569-9122KITTELSONLAW OFFICE35
1880 West Prosper Trail, Prosper Texas 75078469.802.0332-Alfredo@sofiexploration.com"Kenedy Memorial Foundation"We wish, hope, and dream.