January 2013

Important Notice
The content of this confidential document (Presentation) has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). Reliance on the information contained in this Presentation for the purposes of engaging in any investment activity may expose the investor to a significant risk of losing all of the property or assets invested. Any person who is in any doubt about the investment to which this Presentation relates should consult a person duly authorised for the purposes of FSMA who specialises in the acquisition of shares and other securities. This Presentation is being presented by TXO plc (the Company) and circulated by Fox-Davies Capital Limited (Fox-Davies) to a limited number of selected recipients on a confidential basis to assist them in deciding whether to proceed with further investigation of, and to determine whether to invest in shares in, a limited company. 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Summary of the Proposed Placing1

Proposed Placing Price: Proposed Placing Amount: Issued Shares (before Placing): Issued Shares (after Placing)2: Fully-diluted Share Capital (post Placing) Enlarged Fully-diluted Market Cap. Former Directors & Management Shares & Options: 0.20 pence per share up to 2 million (approx. US$3.2 million) 526.4 million 1,395.9 million 2,144.8 million 5.4 million 33 million (1.5% of fully-diluted capital after Placing)

Use of Proceeds: $2.2m $0.5m $0.5m Take up part of the option to increase holding in GBG from 23.64% to 34%, allowing GBG to see the project through to production and profit in 3rd quarter 2013 Take up option to increase holding in TOG from 25% to 33%, allowing TOG to promote the prospect with a CPR Report and upgraded marketing material Provide general working capital for the Plc

Nominated Adviser and Broker: Listing: Admission:

Fox-Davies Capital Ltd AIM (symbol: TXO) Nov 2012

Notes: 1.Information concerning the Placing, including the Proposed Placing Price and Amount, are subject to change at the discretion of the Company and its advisers. 2.Assumes issuance of total Proposed Placing amount at the Proposed Placing Price.

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TXO Assets
>>TXO Assets

$2m of proposed placing proceeds increase this interest from 23.64% to 34% Option remains to take this to 42.2% with a further investment of 1.35m

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$0.5m of proposed placing proceeds take this from 25.0% to 33% interest

100% owned subsidiaries

Exclusive rights to collect and reprocess waste oil in Freeport NPV10% value* $26m

Kentucky production asset Nov 2011 CPR: NPV10% value $28m

Tasmanianoil andgas exploration

TXO share of combined NPV10% post current investment round is approx. $18.4m
* See Appendix 1 for calculation Page 3

Potential of mean prospective resources of 500 million BOE with a 18-24% chance of success

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Freeport, Grand Bahama

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine

Freeport - a high-growth port

Morgan Oil Marine (MOM), established in 2009 to supply range of goods and services to ships docking or anchoring off Freeport, Grand Bahamas. Located in free trade zone approximately 65 miles off coast of Florida. Strategically placed for ships on transatlantic crossings and those en route to Panama Canal. Circa 4,800 ships visit it annually (Lloyds List). Panama canal expansion programme (is estimated to be completed in 2014) will significantly increase passing inter-continental traffic and also visiting ships as Freeport becomes a "load centre" for goods cross-docked onto different ships to head to Gulf Coast and other Eastern US ports.

Freeport has the deepest harbour in the region

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Morgan Oil Marine (MOM) business plan

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine

The area needs a service to treat ship bilge water and effluent water from ships
Ship yard has around 100 ships docking annually. Remove ~17,000 tonnes of ship bilge water and the same in sewage each year. Local harbour services cruise ships, cargo ships, cement ships, and other commercial vessels. Large cruise ships spend 3 days in port twice a week generating ship bilge and effluent water during the stay.

Proposes to establish its own waste oil and hydrocarbon recovery facility to offer ships services to collect and reprocess waste oils and oily sludge (details of the use of proceeds can be found in Appendix 4). MOM also has a second revenue stream through the provision of BP Castrol branded marine lubricants via its exclusive distributor agreement for the Caribbean Looking into the longer term MOM has reached a verbal agreement in principle to supply the re-processed fuels oil as feedstock to the Grand Bahamas Power Station.

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Freeport quayside development plans

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine

Secured exclusive licence to operate within the port and a 3.5 acre site lease with quayside frontage in the port. The location will enable it to offer its services to the adjoining expanding Shipyard, Oil Terminals and Container Port.

Ariel view of Freeport Port

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Morgan Oil Marine process overview

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine

Advised in the design, construction and operation of its new waste oil and hydrocarbon recovery facility in Freeport by
Paul Waine, Managing Director of RE:Group Ltd, a company with over 20 years experience in the field of marine waste oil and hydrocarbon recovery

Slops treatment through thermal fluid heating. Technology used successfully by Eco-Oil in Portugal who are seeking to operate or JV with MOM on the Freeport facility
Eco-Oil has 11 years of serving tankers and other large vessels at the Lisnave shipyard near the Port of Setbal, Portugal. They can collect up to 5000m3 and treat 1000m3 per day.
The output of the process

Advised in the design, construction and operation of the marine sewage and wastewater treatment facility by
Dr Paul Orlowski and Scott Powell of Powell Water Systems Inc. Powell Water Systems Inc. has over 25 years experience in electrocoagulation and wastewater treatment

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The Electrocoagulation Process

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Morgan Oil Marine summary

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine Summary of Freeport Project, Base Case estimate1 Location: Freeport, Grand Bahama Island, Commonwealth of The Bahamas 20 years Phase 1 Ship bilge water (slops) Forecast annual collection: Assumed initial capital costs2: Forecast average operating cost3,4: Forecast average EBITDA3,4: Project NPV at 10%3: Project IRR3: 17,000 tonnes US$ 2.2m US$ 1.5m US$ 5.4m US$ 26m 120% Phases 1 & 2 Slops plus effluent water 34,000 tonnes US$ 6.0m US$ 1.9m US$ 7.8m US $35.4m 77%

Expected facility life:

Notes: 1.As a forward-looking statement, the Company makes no representations or warranties regarding the above estimated economics 2.Morgan Oil Marine is bonded therefore is not subject to local import duty or taxes. 3.See Appendix 1 for summary of NPV assumptions. The Base Case valuation is based on income for slops and sludge collection of USD 0.65 / gallon and No 4 Oil API index for re-processed fuel of USD 2.65 / gallon. The Base Case valuation is on post-tax project cash flows and assumes no leverage. The Base Case valuation assumes no terminal value after 10 years. The exclusive Port Authority license to operate is in perpetuity therefore cashflows can be expected outside the discount period but are excluded from this model 4.These normalised cashflows are an average of the undiscounted cost and EBITDA projections for the full trading years 2-10

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Morgan Oil Marine highlights

TXO Assets>>Grand Bahama Group>>Morgan Oil Marine

Significant work already undertaken to secure exclusive licences in the fast growing, port of the region Exclusive licence and lease secured to operate within Port Authority area Grand Bahama Shipyard, BORCO oil terminal, Statoil terminal StatOil and container port all have underway, or are due to commence, a major expansion programmes underway, new 3 million bbl of tankage facility for Mid-Atlantic Petroleum approved Panama canal expansion programme (completion 2014) will increase passing inter-continental traffic Collection and processing scale upside Base cases based on historic Shipyard business only, but no. of ships serviced in the shipyard is over 2% of the total ships currently visiting Freeport annually. Collection volumes will increase as MOM establishes a local market for the remaining 97%, at the same time overall ship numbers increase Phases 1 and 2 NPV increases to $81m from $35m with 68,000 tonnes of ship bilge water & sewage Related business upside Potential to provide other waste to energy services on the Island Potential to develop a service dock adjacent to the quayside lease area with funding from the shipyard Geographic expansion upside Potential to collect and process waste oil from S. America, USA and other Islands in the Bahamas Project length upside - The exclusive Port Authority license to operate is in perpetuity >10 year project life as collection is on-going revenue (albeit with some replacement capex)

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Morgan Oil USA LLC

TXO Assets>>Grand Bahama Group>>Morgan Oil USA

Morgan Oil USA LLC (MOUSA) is a sweet, light, crude oil producer in the Illinois basin in Western Kentucky with an 87.5% WI in remaining recoverable gross reserves of 1.4m barrels per Nov 2011 CPR:
NetPresent NetReserves Value1 (Barrels) ($US) 13,000 300,000 1,170,000 27,713,000 1,183,000 28,013,000

ProvedDevelopedPrimary ProvedDevelopedSecondary ProvedUndevelopedPrimary ProvedUndevelopedSecondary GrandTotal

MOUSA lease area

The 5 leases near Poole, KY are operated by Trey Exploration Inc (TEI) on behalf of MOUSA TEI currently operate 25 leases (representing over 150 active production and injection wells that collectively produce over 125 bopd) in the Illinois Basin

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Morgan Oil USA LLC

TXO Assets>>Grand Bahama Group>>Morgan Oil USA

Production has increased from 7.6 bopd in Jan 2011 to 16.1 bopd in Sep 2012 as a result of the ongoing workover programme being funded by net production proceeds Annual operating expenses to maintain current production are circa $250k TEI estimates that further old well work-overs could increase production by over 50% at a cost of around $200k TEI has identified 6 potential horizontal drilling locations in MOUSA held acreage and estimate horizontal drilling circa $900k per well "in-fill" drilling is a viable option but should be researched further. TEI estimate $180k for a completed, pumping vertical well The development plan put forward by TEI could increase production to 282 bopd with $28m NPV The board of GBG are currently studying all options to realise the value in these assets, including disposal to a regional consolidator

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Tasmania Oil and Gas Limited (TOG)

>>TXO Assets>>Tasmania Oil and Gas Limited

New SPV company being developed between TXO Plc (25%), Alpha Prospects Plc (20%), Hill Street Investments Plc (10%) and Empire Energy International Corporation (45%). Established to fund and develop oil and gas exploration licence EL14/2009 in Tasmania, Australia through the acquisition of the licence from Empires subsidiary GSLM. TXO Plcs shareholding is gained through an equity investment in TOG of $100k and capitalising its $1.5 million loan in Empire, subject to the deed of company arrangement (DOCA) being successfully completed and license continuing. TXO has the option to invest a further $500k through a convertible loan note for a further 8%. GSLMs ~$26m debt and relevant mortgage debenture to Empire has been assigned to TOG. Administrator proposes DOCA to creditors to be approved by creditors at end Jan 2013. TOG now represents the overwhelming majority of creditors by value.
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EL14/2009 Licence area

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Tasmania Oil and Gas Limited (TOG)

>>TXO Assets>>Tasmania Oil and Gas Limited

Use of $500k funds received: To lift GSLM out of administration ($250k) Upgrade the existing Competent Persons Report (CPR) relevant to the licence areas ($100k) Upgrade marketing material and promote TOG as a means to raising finance

TOG aims to raise $10 million of gross funds to complete Bellevue, Thunderbolt and Mount Lloyd drilling programmes Subject to investor consent, seek market listing to raise funds

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Tasmania Oil and Gas Limited (TOG)

>>TXO Assets>>Tasmania Oil and Gas Limited

Expert opinion (Enzo Zappaterra Global Exploration Services summary of opportunities in Tasmania 14 May 2012 Appendix 5) Two distinct and independent systems where licence is located Gondwana Petroleum System Larapintine Petroleum System Both petroleum systems have potential source rocks that are mature for oil/gas generation. Favourable for impact potential hydrocarbon accumulation both oil and gas. Estimated geological probability for success for Bellevue 22% to 24% Estimated geological probability for success for Thunderbolt 18% to 22%

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Tasmania Oil and Gas Limited (TOG)

>>TXO Assets>>Tasmania Oil and Gas Limited

Attractive onshore Tasmania exploration opportunities with multi-million barrel oil or oilequivalent potential Bellevue and Thunderbolt prospects are attractive exploration opportunities onshore Tasmania and can be drilled at moderate and affordable cost Opportunities associated with moderate to high geological risk (1:5 to 1:6) consistent with exploration risk in frontier areas, but low commercial and political risk, as Tasmania has attractive fiscal terms and a stable political environment Preliminary 2D seismic evaluation completed and an inventory of drillable prospects and leads, prepared Total mean prospective resources estimate from all prospects and leads exceeds 500 million barrels of oil or oil equivalent.

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TXO people
TIM BALDWIN, EXECUTIVE CHAIRMAN Executive Chairman Hill Street Investments Plc (an investment holding group). An investment analyst who has worked as a corporate broker in the City with Canaccord Capital and Investec. Has experience of AIM companies as both an advisor and as a director. Extensive knowledge of the oil and gas and mining sectors due to being involved in the due diligence and marketing of many quoted mining companies. ANDREW GLENDINNING, NON EXECUTIVE DIRECTOR Qualified chartered accountant Significant experience in the oil and gas industry acquired from setting up and running the treasury department for Hamilton Brothers Oil and Gas Limited from 1981-1991. Appointed director of BHP Petroleum Limited in 1999 and was responsible for BHPs London treasury operations. RICHARD HARVEY, NON EXECUTIVE DIRECTOR Richard has over 30 years experience in the oil industry as a legal counsel, in exploration, development and production, initially with the British National Oil Corporation, then with Hamilton Brothers Oil & Gas Limited, and subsequently with BHP Billiton Petroleum Limited companies CHRISTOPHER FOSTER, NON EXECUTIVE DIRECTOR Christopher previously served as a founding Director of Chase Corporation plc and was responsible for an extensive acquisition programme which centred on the purchase of five publicly-listed companies. He was also an Executive Director and major shareholder of AIM listed, Active Energy Group Plc

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Conclusion
TXO represents a balanced portfolio of O&G related assets/business GBG low risk cash generative business Freeport - Oil recovery business using proven tried and tested technology
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Exclusivity in jurisdiction Prime location in established and rapidly expanding port already secured Low complexity, low costs Appealing return on capital Proven production Substantial low cost development opportunity

Kentucky - O&G Production assets

TOG has secured control of a highly prospective asset ~500 million boe (un-risked prospective resources) in Tasmania 3 year license extension pending confirmation

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Appendix

Appendix 1 Freeport project NPVs

This Phase 1 NPV 10 % valuation of $26m

Collection of 17,00 tonnes of ship bilge water (Slops) annually Capital costs $2.2m Year 2-10 average variable costs $0.5m Year 2-10 average fixed costs $1m Year 2-10 average EBITDA 5.4m

This Phase 1 + Phase 2 NPV 10 % valuation of $35.4m is based on:

Collection of 17,00 tonnes of ship bilge water (Slops) and 17,000 tonnes of sewage annually Capital costs $6m Year 2-10 average variable costs $0.9m Year 2-10 average fixed costs $1m Year 2-10 average EBITDA 7.8m

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Appendix 2 Freeport NPV sensitivities

Phases 1 NPV Base valuation increases rapidly from $26m to $59m as collection tonnes of ship bilge water (Slops) increases NPV relatively insensitive to changes in the price per gallon charge for slops and sludge collection and the resale price of No 4 Oil re-processed fuel

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Appendix 3 Freeport NPV sensitivities

Phases 1 and 2 NPV Base valuation increases rapidly from $35m to $81m as collection tonnes of ship bilge water (Slops) and effluent water (Sewage) increases NPV relatively insensitive to changes in the price per gallon charge for slops and sludge collection and the resale price of No 4 Oil re-processed fuel

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Appendix 4 TXO use of funds

Activity 2012 TXO Plc Capital Expenditure Working Capital Month January February November December Grand Total

32,000

48,000

GBG Capital Expenditure Working Capital TOG Ltd Administration 315,000 71,500 33,300 139,700 3,150

TXO will use the substantial majority of the funds to see the Morgan Oil project through to production and profit in 3rd quarter 2013

2012 Total 2013 Corporate Capital Expenditure Working Capital 45,500 40,000

136,800

505,850

GBG Capital Expenditure Working Capital TOG Ltd Administration 2013 Total Grand Total

1,079,300 -

6,300 50,300

1,124,800

96,600

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Appendix 5 Tasmania EL 14/2009 License

Mean Prospective Resources (mmbl)

Permo-Triassic Prospect Estimate (mmbl) Chance of success (%) Risked Estimate (mmbl) Estimate (mmbl)

Ordovician Unrisked Total (mmbl) Chance of success (%) Risked Estimate (mmbl) Risked Total (mmbl)

Belluve

129

24

30.96

220

22

48.4

349

79.36

Thunderbolt

63

22

13.88

88

18

15.8

151

29.68

Total

192

44.84

308

64.2

500

109.04

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