Safe Harbour

NOTICE TO READERS

This website / presentation (“Presentation”) has been prepared by the management of Megalodon Energy USA Corp. (the “Company”) based on public information and from the Company’s confidential and proprietary materials. The information is presented for informational purposes only and does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for, or otherwise acquire or dispose of, securities of, in or by the Company or any of its principals or affiliates. Any future offering or sale of securities by or of the Company will be presented in, and sold pursuant to, a legally-compliant securities offering, the terms of which will be set forth in the appropriate legal documentation

Neither this Presentation nor any part of its contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction or offering and the Company reserves the right to terminate any discussions or negotiations with any prospective investor, in whole or in part.  In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal or investigation of the Company. This Presentation does not constitute a recommendation of an investment in the Company.

Certain information contained herein includes market and industry data that has been obtained from or is based upon estimates derived from third party sources, including industry publications, reports and websites. Management of the Company believes that the market and industry data is accurate and that the estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance or guarantee as to the accuracy or completeness of included data.  Although the data is believed to be reliable, neither the Company nor its agents have independently verified the accuracy, currency, reliability or completeness of any of the information from third party sources referred to in this Presentation or ascertained from the underlying economic assumptions relied upon by such sources. The Company and its agents hereby disclaim any responsibility or liability whatsoever in respect of any third-party sources of market and industry data or information.

This Presentation has not been independently verified and the information contained within may be subject to updating, revision, verification and further amendment.  Except as otherwise provided for herein, neither the Company, nor its directors, officers, shareholders, agents, employees or advisors give, has given or has authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, currency, reliability or completeness of the information or opinions in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers and liability therefore is expressly disclaimed for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

Except as may be required by applicable law, in furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the recipient with access to any additional information or to update this Presentation or to correct any inaccuracies or omissions.

CONFIDENTIALITY NOTICE

Information contained in this Presentation is the property of the Company and it is made available strictly for the purposes referred to above in the “Notice to Readers” (the “Permitted Purpose”). By accepting this Presentation, each recipient agrees that it will not copy, reproduce, disclose or distribute to others this Presentation or the information contained herein, in whole or in part, at any time, without the prior written consent of the Company. The recipient further agrees that (i) it and each of its directors, officers, employees and representatives shall use this Presentation only for the Permitted Purpose and for no other purpose; and (ii) it shall protect the information contained in this Presentation in the same manner as the recipient protects its own confidential information, which shall be at least a reasonable standard of care. The recipient acknowledges and agrees that the information contained herein: constitutes the Company’s proprietary information; is valuable proprietary and confidential information of the Company developed at considerable cost and effort; and that such information is the sole and exclusive property of the Company. The recipient further acknowledges and agrees that it shall not obtain any rights or licenses in, ownership of or entitlements to any of such proprietary information or any underlying intellectual property rights

NOTICE REGARDING FORWARD‑LOOKING INFORMATION

Certain information included in this Presentation constitutes forward‑looking information under applicable securities legislation. This information relates to future events or future performance of the Company.  Forward-looking information are statements that are not historical facts and are often, but not always, identified using words or phrases such as “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “seek”, “propose”, “expect”, “potential”, “target”, “continue”, “prospect”, “possible” and other similar expressions. In particular, but without limiting the foregoing, this Presentation contains forward-looking information pertaining to, among other things: the Company, its strategy and business objectives; prospective asset acquisitions and the terms of such acquisitions; the quality of certain assets; the potential for secondary recovery strategies, including waterflood and infill drilling; commodity pricing; pipeline access; risks facing the Company and mitigation strategies therefor.

By its nature, forward-looking information involves known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, that may cause actual results or events to differ materially from those anticipated.  Such forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. These factors and risks include, without limitation: successful acquisition of certain assets; risks that all necessary regulatory and third party approvals will not be forthcoming; risks that parties to transactions will not be satisfied with their respective due diligence procedures; risks that the parties will not be able to identify; risks associated with the oil and gas industry in general; commodity price and exchange rate fluctuations; regulatory changes or changes in legislation affecting the oil and gas industry; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

With respect to forward‑looking information in this Presentation, the Company has made assumptions, regarding, among other things: corporate, shareholder and regulatory approvals for the transactionsand the receipt of those approvals; assumptions regarding success of optimization and efficiency improvement projects; the availability of capital; current legislation; and general economic conditions.

Although the Company believes that the expectations reflected in such forward‑looking information are reasonable, such statements are not guarantees of future performance and actual results or events may differ materially from those in statements of forward-looking information. Undue reliance should not be placed on forward‑looking information because the Company can give no assurance that such expectations will prove to be correct and such statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements are made.  Many factors could cause the Company’s actual results, performance or achievements to vary from those described herein.  Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward‑looking information prove incorrect, actual results may differ materially from those described in this Presentation as intended, planned, anticipated, believed, estimated or expected.

In addition, statements relating to “reserves” and “resources” are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated and can be profitably produced in the future. Forward-looking information in this Presentation relating to oil and gas exploration, development and production, and management’s general expectations relating to the oil and gas industry, are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which management believes to be reasonable. Although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. Management is not aware of any misstatements regarding any industry data presented in this Presentation. Oil and gas exploration, development and production involves risks and uncertainties and industry data is subject to change based on various factors.

The forward-looking information included in this Presentation is expressly qualified in its entirety by this cautionary statement.  The Company cautions that the foregoing lists of assumptions, risks and uncertainties is not exhaustive. The forward-looking information contained in this Presentation is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward‑looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

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