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EXHIBIT F SOFI KOVACH San Jacinto County Texas TWINING WILCOX PRODUCTION CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

1 EXECUTIVE SUMMARY ALFREDO MANZUR GONZALEZ President CEO Sof Exploration Alfredo M Gonzalez is the President and CEO of Sofi Exploration Mr Gonzalez is a sought after influential leader For the last 10 years his forte is offering proficient Good Practice Guidance aligning high production Asset Development opportunities in the Oil and Gas sectors with sophisticated investors who are in the market to expand their Cash Flow and Tax Advantage positions His corporate Vision for Sofi Exploration is to be the energy company most admired for its people partners and performance His corporate mission is to build successful partnerships based on 7 established pillars High Performance Integrity Transparency Trust Verification and Protecting Partners and the Environment His immense knowledge and innovative counsel regarding asset development programs in the industry confirms the confidence of vigorous partnerships and superior offerings from the industry s leading and selective Operators Drilling Corporations and Completion Companies Mr Gonzalez continues to develop an extensive vetting process compelling industry leaders to perform at the highest levels for investor participation and production achievement The corporate goals are capital development drilling completion production success and continuous liquidity development 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 active operator in Texas and Louisiana He began his career at Union Texas Petroleum and has managed many E P programs for over 30 years Phil has presented at many industry groups regarding oil and gas exploration development production and economics especially regarding unconventional resources Phil is a member of various professional organizations including Houston Producers Forum Houston Energy Finance Group ADAM Houston IPAA and TIPRO AAPL AAPG SIPES and the LSU Foundation Phil earned a Bachelor of Science in Geology from LSU and a Master of Science in Geology from the University of Louisiana He is involved with various community and charitable organizations and serves on the board of the Pearl Fincher Museum of Fine Arts and the Centrum League RYAN SESSIONS Senior Petroleum Engineer Mr Sessions Petroleum Engineer is responsible for all of New Century Exploration Inc s drilling completion and production operations He has a Bachelor of Science degree in Engineering from Texas A M and has worked at New Century for 6 years He has significant experience in the Cotton Valley and Haynesville trends of East Texas and North Louisiana the Eagle Ford and Austin Chalk trends of Central Texas and multiple Gulf Coast trends He is an expert at most oil industry technology and software including PhdWin Kingdom IHS TGS DrillingInfo and Spotfire He is an active member of the Society of Petroleum Engineers Tristan W McKinney Chief Operating Officer Alfredo M Gonzalez President C E O Olivia M Gonzalez Executive Director

2 HISTORY OF SAN JACINTO The original inhabitants of San Jacinto County probably belonged to either the Atakapa or the Patiri Indian tribes Little is known about the latter group except the name The Atakapans sparsely populated the area and hunted game such as deer and bear AngloAmerican settlement began in the lower Trinity River region during the 1820s Numerous Mexican land grants were made in the area in the early 1830s Among the largest grantees were Jos Mar a de la Garza J Fern ndez de Rumayor Vital Flores Ralph McGee and the Mart nez family The first post office in the area was established in 1847 in Coonskin then in Polk County The name was changed to Coldspring in 1850 The land on which Coldspring is located was originally granted by the Mexican government to Robert Rankin The Texas legislature established San Jacinto County with Coldspring as the county seat on August 13 1870 out of parts of Liberty Montgomery Polk and Walker counties The county was named in honor of the battle of San Jacinto which ended the Texas Revolution On March 12 1877 the Commissioners Court met to consider plans for building a courthouse and agreed to pay Thomas and Werner builder and architects of Fort Worth 8 000 to build the structure A brick jail was also built for 1 500 by Thomas Ireland The first census taken after the county was organized shows 6 186 residents by 1880 The county s first weekly newspaper began publication in 1897 in Coldspring under the name the San Jacinto Times

3 GEOLOGICAL SUMMARY The Houston Rodeo Prospect is located at Lick Branch Field in San Jacinto County near Cleveland Texas The field was discovered in 1948 by legendary oilman and first Chairman of the Houston Rodeo Floyd Karsten Karsten drilled 6 oil wells from 1948 to 1950 and produced two oil reservoirs the Upper Kirby and Lower Kirby Wilcox Sands Those wells produced 1 034 233 BO for average cumulative production of 172 372 BO per well and average IP of 182 BOPD per well Later wells drilled on the field structure proved that significant oil reserves remain in the Upper Kirby reservoir with the Lower Kirby mostly depleted New Century plans to twin a well with proved oil in the Upper Kirby Sand The Upper and Lower Kirby sands are separated by a thin shale The two reservoirs were not initially recognized as being separate and both zones were comingled When the Lower Kirby watered out first that water flow prematurely choked off oil production from the Upper Kirby and resulted in the field being abandoned in 1959 after only 10 years of production Three additional test wells were drilled in in the eastern portion of the field in 1969 1986 and 1992 These wells each logged over 10 of oil pay with no water level in the Upper Kirby Sand and the Lower Kirby was depleted In addition to logging oil Formation Tests were run in the Kiowa 1 Unit in 1986 that recovered 100 cc of oil with 3 500 psi shut in pressure in the Upper Kirby and water as expected in the Lower Kirby The presence of water in the Lower Kirby so close below the Upper Kirby led to the mistaken conclusion that a water level was nearby which would diminish the estimated size of the Upper Kirby reservoir So despite having 10 of proved oil in three wells this misinterpretation led to the decision to abandon all three wells and created the current opportunity to produce additional reserves In 2011 New Century drilled a new higher well in the northwestern half of the field that discovered unproduced oil in the Upper Kirby That well is active and has produced 128 822 BO to date New Century s new well in the southeastern half of the field will be an 8 900 twin to the 1992 Delaware Davis 1 Kovach that logged 14 of oil in the Upper Kirby That is the highest Upper Kirby well in the field and P50 estimates of Upper Kirby reserves include a 65 acre reservoir with 12 of sand and 234 000 BO of oil remaining Data from the surrounding three wells with Upper Kirby oil indicate a 104 acre area with a 27 oil column and EUR of 374 400 barrels of oil but the smaller EUR was used for economics This document was issued by New Century Exploration INC

4 LOCATION MAP FEATURES KEY SUCCESS FEATURES Sofi Kovach Joint Venture Coming Soon Twin to well with unproduced Top Wilcox Upper Kirby oil sand Development of proved reserves in 1 million barrel oil field Field average per well IP 175 BO EUR 217 501 BO P50 economics ROI 410 1 st year rate of return 112 This document was issued by New Century Exploration INC

5 ASSOCIATED TWINNING DATA Well to Twin Davis 1 Kovach January 28 1992 This document was issued by New Century Exploration INC

6 ASSOCIATED TWINNING DATA Well to Twin Davis 1 Kovach January 28 1992 This document was issued by New Century Exploration INC

7 ASSOCIATED TWINNING DATA PRODUCTION Well to Twin Davis 1 Kovach January 28 1992 This document was issued by New Century Exploration INC

8 CROSS SECTION PRODUCTION MAP Cross Section This document was issued by New Century Exploration INC

9 UPPER LOWER KIRBY PRODUCTION MAP Upper Lower Kirby Sand Development This document was issued by New Century Exploration INC

10 RESERVE MAP Upper Kirby Reserves This document was issued by New Century Exploration INC

11 COMINGLED MAP Upper Lower Kirby IP Production Comingled This document was issued by New Century Exploration INC

12 LEASE AGREEMENT This document was issued by New Century Exploration

13 LEASE AGREEMENT This document was issued by New Century Exploration

14 A F E This document was issued by New Century Exploration INC AFE is subject to change depending upon market conditions

15 TERMS ECONOMICS This document was issued by New Century Exploration Any additional markup or promotion is not officially calculated on these terms You will find the current markup or promootion located in our CIM

16 ESTIMATED PARTNERSHIP ECONOMICS WORKING INTEREST PARTICIPATION Working Interest Net Revenue Interest W I N R I Units Units 1 00 0 75 75 N R I PARTICIPATION Unit W I N R I 1 1 00 0 75 3 4 0 75 0 5625 1 2 0 50 0 3 75 1 4 0 25 0 1875 Estimated Drill Test Upon Approval 1 Unit 3 4 Unit 1 2 Unit 1 4 Unit Price 22 000 16 500 11 000 5 500 Estimated Completion Upon Approval 1 Unit 3 4 Unit 1 2 Unit 1 4 Unit Price 14 000 10 500 7 000 3 500

17 ESITMATED RATE OF PRODUCTION Oil 175 BPD X 14 000 IPD X 425 600 IPM X 80 MP 30 4 Days 0 75 N R I 14 000 IPD 425 600 IPM 3 192 00 IPU 3 192 00 Oil Gross Proceeds Per Month Estimated Oil IBpd Income 75 80 85 125 Monthly Income 2 137 50 2 280 00 2 422 50 175 Monthly Income 2 992 50 3 192 00 3 391 50 225 Monthly Income 3 847 50 4 104 00 4 360 50 Annual return 0 50 Oil Potential Payout 12 24 month payment These 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 EXPENSES MP MARKET PICE these 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

18 COMPANY PORTFOLIO TEXAS LOUSIANA OPERATOR NUMBER LOUSIANA N099 TEXAS 606055 Sofi Nacatoch III Joint Venture 2023 Funded A P I Coming Soon Sofi Nacatoch II Joint Venture 2023 Funded A P I 17015240850000 Sofi Nacatoch I Joint Venture 2023 Funded Sofi Pressly Joint Venture 2023 Finalized Funded Producing A P I 17015243860000 A P I 42 239 33965 Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration State North Lousiana State North Lousiana State North Louisiana State East Texas

19 COMPANY PORTFOLIO TEXAS LOUSIANA OPERATOR NUMBER LOUSIANA N099 TEXAS 606055 Sofi Elite III Joint Venture 2022 Finalized Funded Producing Sofi Elite II Joint Venture 2022 Finalized Funded Producing Sofi 7 Joint Venture 2022 Funded Transfer Sofi Gold I II III Joint Ventures 2021 Finalized Funded Producing Sofi Blue Joint Venture 2021 Finalized Funded Producing Sofi Prime Joint Venture 2020 Funded Non Commercial Transfer A P I 42 203 35452 A P I 42 203 35452 A P I Not Applicable A P I 42 239 33959 A P I 42 239 33958 A P I 17 015 24570 Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration Operator New Century Exploration State East Texas State East Texas State Texas State Texas State Texas State Lousiana

20 COMPANY PORTFOLIO TEXAS LOUSIANA OPERATOR NUMBER LOUSIANA N099 TEXAS 606055 Sofi Liv A P I Operator Joint Venture 2020 Funded Non Commercial Transfer 42 419 314220 New Century Exploration Sofi Phoenix Joint Venture 2019 Interest Relequished A P I 42 203 35385 Operator New Century Exploration Sofi Tyler Joint Venture 2019 Finalized Funded Producing Sofi Sands Joint Venture 2019 Interest Relequished A P I 42 457 30557 A P I 42 241 33187 Operator New Century Exploration Operator New Century Exploration Sofi Elite I Joint Venture 2018 Finalized Funded Producing A P I 42 203 35314 Sofi Victoria Marie Joint Venture 2018 Funded Non Commercial A P I 42 391 33187 Sofi Gold Coast Joint Venture 2017 Funded Non Commercial A P I 42 089 32747 Operator New Century Exploration Operator Millennium Exploration Operator Millennium Exploration State Texas State Texas State Texas State Texas State Texas State Texas State Texas

21 COMPANY PORTFOLIO OKLAHOMA OPERATOR NUMBER OKLAHOMA 734825 TEXAS 23895 Sofi Black Bear Joint Venture 2023 Funding Sofi Newby III Joint Venture 2023 Coming Soon Sofi Newby II Joint Venture 2023 Funded A P I Waiting On Permit A P I Waiting On Permit A P I Waiting On Permit Operator Rush Creek Resources Operator Rush Creek Resources Operator Rush Creek Resources Sofi Newby Joint Venture 2023 Finalized Funded Producing A P I 037 29503 Operator Rush Creek Resources State Oklahoma State Oklahoma State Oklahoma State Oklahoma

22 COMPANY PORTFOLIO OKLAHOMA OPERATOR NUMBER OKLAHOMA 734825 TEXAS 23895 Sofi Newby Joint Venture 2023 Finalized Funded Producing Sofi Carr III Joint Venture 2023 Funded Coming Soon Sofi Fox Joint Venture 2022 Funded Finalized Producing Sofi Carr Joint Venture 2022 Finalized Funded Producing Sofi Drake Joint Venture 2022 Finalized Funded minimal production Sofi Michigan Joint Venture 2022 Funded Non Commercial Transfer A P I 037 29503 Operator Rush Creek Resources A P I Waiting On Permit Operator Rush Creek Resources A P I 3503704467 3503704466 Operator Rush Creek Resources A P I 3503704457 Operator Rush Creek Resources A P I 3503704457 Operator Rush Creek Resources A P I 35037291380000 Operator Rush Creek Resouces State Oklahoma State Oklahoma State Oklahoma State Oklahoma State Oklahoma State Oklahoma

23 TAX BENEFITS EXAMPLE THE 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 related costs for the prospect well Including but not limited to drilling contractors professional services and others The total amount of IDC is reported to each participant at the end of the year Please consult with your tax advisor for further details 2 TANGIBLE DRILLING COSTS Approximately 20 of the amount of costs to drill the well constitutes Tangible Drilling Costs TDC This includes but is not limited to all well equipment piping storage tanks wellhead equipment lease expenses and others The exact amount will be determined after the well is drilled This portion of an investment is depreciated over a seven year period Please consult with your tax advisor for further details A 36 000 x 80 28 800 1 028 57 29 828 57 B 28 828 57 x 35 10 439 99 C 36 000 10 439 99 25 560 01 ESTIMATED TAX INVESTMENT EXAMPLE Investment Amount Intangible Drilling Costs estimate 1st year deductions of intangible drilling costs estimate 1st year depreciation deduction estimate 91 000 x 20 divided by 7 years TOTAL FIRST YEAR TAX DEDUCTIONS estimate Total Deduction estimate Maximum Income Tax Bracket TOTAL FIRST YEAR CASH VALUE OF DEDUCTIONS estimate Investment Amount Actual Cash Savings from Tax Deductions estimate AFTER TAX CASH INVESTMENT estimate 3 DEPLETION ALLOWANCE Currently the depletion allowance is 15 This means that fifteen cents of every dollar is tax free Please consult with your tax advisor for further details 4 STATE INCOME TAXES State income taxes could add substantial additional savings however they may vary from state to state Please consult with your tax advisor for further details

24 TAX INCENTIVES 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 imports In light of this Congress has provided tax incentives to stimulate domestic natural gas and oil production financed by private sources Drilling projects offer many tax advantages and these benefits greatly enhance the economics The incentives are not 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 Deduction The intangible expenditures of drilling labor chemicals mud grease etc are usually about 65 to 80 of the cost of a well These expenditures 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 in the year the money was invested even if the well does not start drilling until March 31 of the year following the contribution of capital See Section 263 of the Tax Code Tangible Drilling Cost Tax Deduction The total amount of the investment allocated to the equipment Tangible Drilling Costs TDC is 100 tax deductible In the example above the remaining tangible cost 25 000 may be deducted as depreciation over a seven year period See Section 263 of the Tax Code Active vs Passive Income The Tax Reform Act of 1986 introduced into the Tax Code the concepts of Passive income and Active income The Act prohibits the offsetting of losses from Passive activities against income from Active businesses The Tax Code specifically states that a Working Interest in an oil and gas well is NOT a Passive Activity therefore deductions can be offset against income from active stock trades business income salaries etc See Section 469 c 3 of the Tax Code Small Producers Tax Exemption The 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 not available to large oil companies retail petroleum marketers or refiners that process more than 50 000 barrels per day The Small Producers Exemption allows 15 of the Gross Income not Net Income from an oil and gas producing property to be tax free Lease Costs Lease 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 Tax Prior to the 1992 Tax Act working interest participants in oil and gas ventures were subject to the normal Alternative MinimalTax to the extent that this tax exceeded their regular tax This Tax Act specifically exempted Intangible Drilling Cost as a Tax Preference item Alternative Minimum Taxable Income generally consists of adjusted gross income minus allowable Alternative Minimum Tax itemized deduction plus the sum of tax preference items and adjustments Tax preference items are preferences existing in the Code to greatly reduce or eliminate regular income taxation Included within this group are deductions for excess Intangible Drilling and Development Costs and the deduction for depletion allowable for a taxable year over the adjusted basis in the Drilling Acreage and the wells thereon

25 K 1 FORM EXAMPLE

26 K 1 FORM EXAMPLE

27 CERTIFICATE OF INSURANCE This document was issued by New Century Exploration

28 INDUSTRY PARTNERS REFERENCES New Century PHIL MARTIN PRESIDENT CEO Exploration Inc PHILMARTIN NEWCENTURYEXP COM O 281 684 7000 D 713 857 0119 ALFREDO MANZUR GONZALEZ PRESIDENT CEO ALFREDO SOFIEXPLORATION COM O 469 802 0332 D 214 514 9022 REFERENCES KITTELSON LAW OFFICE DOUG KITTELSON DOUG KITTELSONLAW COM WWW KITTELSONLAW COM O 214 734 2700 C 214 704 5721 KAREY REBELLO KREBELLO HENSLEYCPAS US WWW HENSLEYCPAS US O 214 390 9071 MINDY GAYER BUSINESS DEVELOPMENT MANAGER MGAYER THEENTRUSTGROUP COM O 615 569 9122

29 INDUSTRY TERMS

30 INDUSTRY TERMS

1 KOVACH 1880 West Prosper Trail Prosper Texas 75078 469 802 0332 Alfredo sofiexploration com