Head Office: MADALENA ENERGY INC. Suite 3200, 500 - 4th Avenue SW Calgary, Alberta, Canada T2P 2V6 �������� Argentina Office: � � � � � � ���� MADALENA ENERGY S.A. 421 Lola Mora, 13th Floor Buenos Aires, ARG C1011ABE www.madalenaenergy.com MVN (TSX-V) MDLNF (OTCQX) Madalena’s Yp.x-1001: Curamhuele Block in Neuquen, Argentina (SK) STRATEGIC ACQUISITION & FINANCING TO ADVANCE MADALENA’S ARGENTINA SHALE & SCALABLE RESOURCE PLAYS MARCH 2016
READER ADVISORIES A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from RBC Capital Markets, Attention: Simon Yeung, Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J 0C2 (Phone: 416-842-5349; E-mail: Distribution.RBCDS@rbccm.com). There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. Advisory Pertaining to United Kingdom Investors This document does not contain an offer or constitute any part of an offer of transferable securities to the public in the United Kingdom within the meaning of sections 85 and 102B of theUnited Kingdom Financial Services and Markets Act 2000 ("FSMA"), or otherwise, and has not been approved by a person authorized under Section 21 of FSMA. This document is only being distributed to, and is only directed at, persons in the United Kingdom that are "qualified investors" within the meaning of section 86(7) of FSMA acting as principal or in circumstances to which section 86(2) of FSMA applies and that are also (a) investment professionals falling within Article 19(5)(Investment Professionals) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) high net worth companies, unincorporated associations etc falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a "relevant person"). Any person in the United Kingdom that is not a relevant person should not act or rely on this presentation or any of its contents. MARCH 2016 2
UNITED STATES LEGAL DISCLAIMER Madalena Energy Inc. (the “Company”) is proposing to sell its securities (the “Securities”) in the United States on a private placement basis, pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Company has retained placement agents and their United States affiliates in connection with the private placement of the Securities in Canada and the United States (collectively, the “Placement Agents”). This presentation is being made available in the United States on a confidential basis only to persons reasonably believed to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (“QIBs”) or institutional “accredited investors” within the meaning of Rule 506(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (“Accredited Investors”), and specifically authorized to view this presentation. This presentation is being provided solely to enable the offeree to evaluate the Company and the Securities. This information does not constitute an offer to any other person or a general offer to the public of, or the general solicitation from the public of, offers to subscribe for or purchase any of the Securities in the United States. Purchasers of the Securities in the United States will be required to be QIBs or Accredited Investors. Any unauthorized use of the presentation is strictly prohibited. Purchasers of Securities will be required to make certain representations and warranties, including with respect to certain restrictions on the resale of the Securities. Distribution of this information to any person other than the offeree, or those persons, if any, retained to advise the offeree in connection with the transaction contemplated herein, is unauthorized, and any disclosure of any of such information without the prior written consent of the Company is prohibited. Except as specifically provided herein, this presentation may not be copied or otherwise distributed, in whole or in part, by or to any person or in any medium whatsoever. Information concerning the assets and operations of the Company included in this presentation has been prepared in accordance with Canadian standards and is not comparable in all respects to similar information for United States companies. In particular, and without limiting the foregoing, information included in this presentation regarding oil and gas operations and properties and estimates of oil and gas reserves have been prepared in accordance with Canadian disclosure standards, which differ in certain respects from the disclosure standards applicable to information included in reports and other materials filed with the United States Securities and Exchange Commission by issuers subject to United States Securities and Exchange Commission reporting and disclosure requirements. In addition, any financial information included in this presentation has been prepared in Canadian dollars and is subject to applicable Canadian generally accepted accounting principles and Canadian auditing and auditor independence standards, which differ from United States generally accepted accounting principles and United States auditing and auditor independence standards in certain material respects. The information provided in this presentation is not intended to provide financial, tax, legal or accounting advice. Each offeree, prior to investing in the Securities, should perform and rely on its own investigation and analysis of the Company and the terms of the offering of the Securities, including the merits and risks involved. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, BY ANY STATE SECURITIES REGULATORY AUTHORITY OR BY ANY CANADIAN PROVINCIAL SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY SUCH STATE REGULATORY AUTHORITY, OR ANY CANADIAN PROVINCIAL SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This presentation has not been filed with any securities commission in Canada or the United States. The Placement Agents make no representation or warranty, express or implied, and assume no responsibility for the accuracy or completeness of the information contained in this presentation or any other oral or written communication transmitted to you, and nothing contained in the presentation is, or shall be relied upon as, a promise or representation by the Placement Agents as to the past or future performance of the Company. No dealer, salesman or any other person has been authorized by the Company or the Placement Agents to give any information other than this presentation, or to make any representations in connection with the offer or sale of the Securities, and, if given or made, that information or representation must not be relied upon as having been authorized by the Company or the Placement Agents. The Company exists under the laws of the Province of Alberta, Canada. All of the Company's assets are located outside the United States. All of Company’s officers and directors are residents of Canada, as are some of the Placement Agents. As a result, it may be difficult for investors to enforce civil liabilities under the United States federal securities laws. MARCH 2016 3
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