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EXHIBIT F SOFI NACATOCH III Bossier Parish Louisiana CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

1 EXECUTIVE SUMMARY PHIL MARTIN President CEO New Century Exploration Inc 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 Tristan W McKinney Chief Operating Officer 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 Alfredo M Gonzalez President C E O Olivia M Gonzalez Executive Director

2 OPERATOR SUMMARY KEY SUCCESS FEATURES Twinning well with shallow oil confirmed by log mudlog cores Extension of 336 million barrel oil field discovered in 1905 P50 EUR 30 000 BO ROI 80 BO 243 ROR Year 1 74 The Nacatoch Formation has produced over 50 million barrels of oil from the 336 million barrel Sabine Uplift since its discovery in 1905 The Nacatoch Formation is a member of the Cretaceous Period the longest and last of the dinosaur era lasting 79 million years from 145 to 66 million years ago The Sabine Uplift is one of the largest oil fields in Louisiana and the New Century 18 4 well is positioned to extend oil production along the southeastern flank of the structure at the same depth as the majority of Nacatoch oil production in the area At shallower depths the Nacatoch is often gas or shaled out and impermeable The proposed well will be drilled on the same location as the 2008 New Century 18 2 Atkins Lincoln which is producing from the deeper Cotton Valley with the Nacatoch behind pipe The location is surrounded by wells with Middle Nacatoch oil in logs cores and mudlogs Shallow low gravity and low pressure oil requires special care to maximize flow rates and minimize water intrusion A pumpjack will be utilized from first production for highest rates Previous completion attempts in the area were unsuccessful due to invasion and inadequate testing Earlier Nacatoch wells have flowed well over 100 BOPD and produced over 100 000 BO but recent infill drilling has had lesser results A P50 rate of 25 BOPD with EUR of 30 000 BO was estimated for economics New Century will use the existing 18 2 Atkins Lincoln pad access roads SWD and other facilities This document was issued by New Century Exploration INC

4 LOCATION HISTORY Early History Of The Caddo Pine Island Field This document was issued by New Century Exploration INC

4 LOCATION MAP Google Earth View Sofi Nacatoch I Joint Venture Stake Location Sofi Nacatoch II Joint Venture Stake Location Sofi Nacatoch III Joint Venture Stake Location This Document was produced by Sofi Exploration

3 LOCATION MAP Sofi Nacatoch Joint Venture Stake Location Sofi Nacatoch III Joint Venture Stake Location This document was issued by New Century Exploration INC

17 API MAP Louisiana Sonris API Map Sofi Nacatoch III Joint Venture API Coming Soon This map was produced by the Louisiana Sonris Via https www sonris com

9 ASSOCIATED DATA Nacatoch Wells Data This document was issued by New Century Exploration INC

9 ASSOCIATED DATA Nacatoch Wells Data This document was issued by New Century Exploration INC

9 ASSOCIATED DATA Nacatoch Wells Data This document was issued by New Century Exploration INC

9 ASSOCIATED DATA Nacatoch Wells Data This document was issued by New Century Exploration INC

8 PRODUCTION MAP Nacatoch Production This document was issued by New Century Exploration INC

9 PRODUCTION MAP Nacatoch Production Trend This document was issued by New Century Exploration INC

10 STRUCTURE MAP Nacatoch Structure This document was issued by New Century Exploration INC

11 CROSS SECTION MAP Nacatoch Cross Section This document was issued by New Century Exploration INC

17 ESTIMATED PARTNERSHIP ECONOMICS WORKING INTEREST PARTICIPATION Working Interest W I 10 Units 50 00 Net Revenue Interest N R I 10 Units 37 5 75 N R I PARTICIPATION Unit W I N R I 1 5 00 3 75 3 4 3 75 2 8125 1 2 2 50 1 875 1 4 1 25 0 9375 10 Units Total Estimated Drill Test Price Estimated Completion Upon Approval Price 1 Unit 22 500 1 Unit 17 500 3 4 Unit 16 875 3 4 Unit 13 125 1 2 Unit 11 250 1 2 Unit 8 750 1 4 Unit 5 625 1 4 Unit 4 375 TOTAL CAPITALIZATION 400 000 00

18 POTENTIAL REVENUE PROJECTIONS Oil 25 BPD X 80 MP 2 000 IPD 2 000 IPD X 30 4 Days 60 800 IPM 60 800 IPM X 3 75 N R I 2 280 00 IPU 2 280 00 Oil Gross Proceeds Per Month Estimated Oil Bopd Income 75 80 85 10 Monthly Income 855 00 912 00 969 00 25 Monthly Income 2 137 50 2 280 00 40 Monthly Income 3 420 00 3 648 00 2 422 50 3 876 00 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

19 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

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

22 LEASE AGREEMENT This document was issued by New Century Exploration

23 LEASE AGREEMENT This document was issued by New Century Exploration

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

21 COMPANY PORTFOLIO TEXAS LOUSIANA OPERATOR NUMBER LOUSIANA N099 TEXAS 606055 Sofi Elite III A P I Operator Joint Venture 2022 Finalized Funded Producing 42 203 35452 New Century Exploration Sofi Elite II A P I Operator Joint Venture 2022 Finalized Funded Producing 42 203 35452 New Century Exploration Sofi 7 A P I Operator 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 Not Applicable New Century Exploration A P I Operator 42 239 33959 New Century Exploration A P I Operator 42 239 33958 New Century Exploration A P I Operator 17 015 24570 New Century Exploration State East Texas State East Texas State Texas State Texas State Texas State Lousiana

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

23 COMPANY PORTFOLIO OKLAHOMA OPERATOR NUMBER OKLAHOMA 734825 TEXAS 23895 Sofi Black Bear Joint Venture 2023 Funding A P I Operator State Waiting On Permit Rush Creek Resources Oklahoma Sofi Three Hills A P I Operator State Waiting On Permit Rush Creek Resources Oklahoma Joint Venture 2023 Funded

28 COMPANY PORTFOLIO OKLAHOMA OPERATOR NUMBER OKLAHOMA 734825 TEXAS 23895 Sofi Newby Joint Venture 2023 Funded A P I Operator State Waiting On Permit Rush Creek Resources Oklahoma Sofi Carr III A P I Operator State Waiting On Permit Rush Creek Resources Oklahoma A P I 3503704467 3503704466 Operator State Rush Creek Resources Oklahoma A P I Operator State 3503704457 Rush Creek Resources Oklahoma Joint Venture 2023 Funded Sofi Fox Joint Venture 2022 Funded Awaiting Frac Stimulation Sofi Carr Joint Venture 2022 Finalized Funded Producing Sofi Drake Joint Venture 2022 Finalized Funded Producing A P I Operator State 3503704457 Rush Creek Resources Oklahoma Sofi Michigan A P I Operator State 35037291380000 Rush Creek Resouces Oklahoma Joint Venture 2022 Funded Non Commercial Transfer

24 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 ESTIMATED TAX INVESTMENT EXAMPLE A 40 000 x 80 32 000 914 28 32 914 28 B C 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 32 914 28 x 35 11 519 99 Total Deduction estimate Maximum Income Tax Bracket TOTAL FIRST YEAR CASH VALUE OF DEDUCTIONS estimate 40 000 11 519 99 28 480 01 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

25 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 taxadvantaged 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

26 K 1 FORM EXAMPLE

27 K 1 FORM EXAMPLE

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

29 INDUSTRY PARTNERS REFERENCES New Century PHIL MARTIN Exploration Inc PRESIDENT CEO 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 CATHY GRUEN CATHY HENSLEYCPAS US WWW HENSLEYCPAS US O 214 390 9071 C 972 977 5678 MINDY GAYER BUSINESS DEVELOPMENT MANAGER MGAYER THEENTRUSTGROUP COM O 615 569 9122

30 INDUSTRY TERMS

31 INDUSTRY TERMS

18 4 ATKINS LINCON 1880 West Prosper Trail Prosper Texas 75078 469 802 0332 Alfredosofiexploration com